What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-21 compared with 2024-10-21 · 230 added, 246 removed, 630 unchanged (43% of the section changed)

3 unchanged sentences

(Dollars in thousands)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(Unaudited) (Audited)

35 unchanged sentences

(Dollars and units in thousands, except per unit amounts)

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Three Months Ended

Terminalling and storage * $ 21,549 $ 22,517

21 unchanged sentences

Interest expense, net ( 14,107 ) ( 13,842 )

Loss on extinguishment of debt — — — ( 5,121 )

Equity in earnings (loss) of DSM Semichem LLC ( 314 ) — ( 314 ) —

Equity in loss of DSM Semichem LLC ( 209 ) —

Other, net ( 2 ) 16

Total other expense ( 14,318 ) ( 13,826 )

Net income (loss) before taxes ( 2,253 ) ( 273 ) 7,368 ( 1,447 )

Net income before taxes 84 4,069

Income tax expense ( 1,117 ) ( 796 )

3 unchanged sentences

Limited partners' interest in net income (loss) $ ( 1,008 ) $ 3,196

Net income (loss) per unit attributable to limited partners - basic and diluted $ ( 0.08 ) $ ( 0.03 ) $ 0.09 $ ( 0.13 )

Net income (loss) per unit attributable to limited partners - basic $ ( 0.03 ) $ 0.08

Net income (loss) per unit attributable to limited partners - diluted $ ( 0.03 ) $ 0.08

Weighted average limited partner units - basic 38,882,982 38,828,737

6 unchanged sentences

* Related Party Transactions Included Above

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Three Months Ended

Terminalling and storage $ 17,262 $ 18,549

16 unchanged sentences

Units Amount Total

Balances - June 30, 2024 39,001,086 $ ( 59,557 ) $ 1,691 $ ( 57,866 )

Net loss — ( 3,253 ) ( 66 ) ( 3,319 )

Cash distributions — ( 195 ) ( 4 ) ( 199 )

Unit-based compensation — 42 — 42

Balances - September 30, 2024 39,001,086 ( 62,963 ) 1,621 ( 61,342 )

Balances - December 31, 2024 39,001,086 $ ( 71,877 ) $ 1,438 $ ( 70,439 )

Net income — 3,659 75 3,734

Net loss — ( 1,012 ) ( 21 ) ( 1,033 )

Issuance of restricted units 54,000 — — —

1 unchanged sentence

Unit-based compensation — 43 — 43

Balances - September 30, 2024 39,001,086 $ ( 62,963 ) $ 1,621 $ ( 61,342 )

Balances - March 31, 2025 39,055,086 $ ( 73,041 ) $ 1,413 $ ( 71,628 )

Partners’ Capital (Deficit)

1 unchanged sentence

Units Amount Total

Balances - June 30, 2023 38,914,806 $ ( 65,334 ) $ 1,577 $ ( 63,757 )

Net loss — ( 1,040 ) ( 21 ) ( 1,061 )

Cash distributions — ( 194 ) ( 4 ) ( 198 )

Unit-based compensation — 37 — 37

Balances - September 30, 2023 38,914,806 ( 66,531 ) 1,552 ( 64,979 )

Balances - December 31, 2023 38,914,806 $ ( 66,182 ) $ 1,558 $ ( 64,624 )

Net loss — ( 4,965 ) ( 101 ) ( 5,066 )

Net income — 3,208 65 3,273

Issuance of restricted units 86,280 — — —

1 unchanged sentence

Unit-based compensation — 54 — 54

Balances - September 30, 2023 38,914,806 $ ( 66,531 ) $ 1,552 $ ( 64,979 )

Balances - March 31, 2024 39,001,086 $ ( 63,115 ) $ 1,619 $ ( 61,496 )

See accompanying notes to consolidated and condensed financial statements.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

6 unchanged sentences

Gain on disposition or sale of property, plant and equipment, net ( 479 ) ( 208 )

Loss on extinguishment of debt — 5,121

Equity in (earnings) loss of DSM Semichem LLC 314 —

Equity in loss of DSM Semichem LLC 209 —

Non cash unit-based compensation 43 54

10 unchanged sentences

Change in other non-current assets and liabilities 872 249

Net cash provided by operating activities 6,184 106,065

Net cash provided by (used in) operating activities ( 6,019 ) 10,109

Cash flows from investing activities:

1 unchanged sentence

Payments for plant turnaround costs ( 822 ) ( 5,960 )

Investment in DSM Semichem LLC ( 6,938 ) —

Proceeds from sale of property, plant and equipment 479 235

11 unchanged sentences

Non-cash additions to property, plant and equipment $ 1,572 $ 2,706

Non-cash contribution of land to DSM Semichem LLC $ 1,000 $ —

See accompanying notes to consolidated and condensed financial statements.

2 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

2 unchanged sentences

Its four primary business lines include:

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

terminalling, processing, and storage services for petroleum products and by-products;

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;

and marketing, distribution, and transportation services for natural gas liquids and blending and packaging services for specialty lubricants and grease.

and marketing, distribution, and transportation services for natural gas liquids ("NGL") and blending and packaging services for specialty lubricants and grease.

The Partnership’s unaudited consolidated and condensed financial statements have been prepared in accordance with the requirements of Form 10-Q and U.S.

3 unchanged sentences

GAAP for annual audited financial statements of the type contained in the Partnership’s annual reports on Form 10-K.

In the opinion of the management of the Partnership’s general partner, all adjustments and elimination of significant intercompany balances necessary for a fair presentation of the Partnership’s financial position, results of operations, and cash flows for the periods shown have been made.

In the opinion of the management of Martin Midstream GP LLC ("MMGP" or the “general partner"), the Partnership’s general partner, all adjustments and elimination of significant intercompany balances necessary for a fair presentation of the Partnership’s financial position, results of operations, and cash flows for the periods shown have been made.

All such adjustments are of a normal recurring nature.

9 unchanged sentences

The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Partnership will adopt ASU 2023-07 and its expanded segment disclosure requirements in compliance with the required adoption guidelines.

EXIT OF BUTANE OPTIMIZATION BUSINESS

During the second quarter of 2023, the Partnership completed its previously announced exit from its butane optimization business at the conclusion of the butane selling season.

This exit did not qualify as discontinued operations in accordance with FASB Accounting Standards Codification ("ASC") Topic 205.

Going forward, with respect to butane, the Partnership will operate as a fee-based butane logistics business, primarily continuing to utilize its north Louisiana underground storage assets, which have both truck and rail capability.

This logistics business will also utilize the Partnership's truck transportation assets for fee-based product movements.

As a result of this new business model, the Partnership will no longer carry butane inventory, enabling the Partnership to reduce commodity risk exposure, cash flow and earnings volatility, and working capital requirements.

The following revenues and costs, which are included in the financial results for all periods presented, are not expected to be incurred under the new fee-based butane logistics business model.

The butane optimization business has historically been included in the Partnership's Specialty Products operating segment.

The Partnership adopted ASU 2023-07 and its expanded segment disclosure requirements in compliance with the required adoption guidelines.

In December 2023, the FASB issued Accounting Standards Update No.

2023-09, “Improvements to Income Tax Disclosures” ("ASU 2023-09"), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The provisions of ASU 2023-09 are effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

Once adopted, the Partnership will include the additional disclosure required by ASU 2023-09 in it's consolidated financial statements.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

Three Months Ended September 30, Nine Months Ended September 30,

Products revenue $ — $ 70,539

Cost of products sold — 72,282

Selling, general and administrative expenses — 512

$ — $ ( 2,255 )

March 31, 2025

The following table disaggregates our revenue by major source:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Terminalling and storage segment

21 unchanged sentences

For throughput contracts, revenue is recognized based on the volume moved through the Partnership’s terminals at the contracted rate.

For storage and throughput contracts at the Partnership's underground NGL storage facility, revenue is recognized based on the volume stored

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

and moved through the facility at the contracted rate.

For storage and throughput contracts at the Partnership's underground NGL storage facility, revenue is recognized based on the volume stored and moved through the facility at the contracted rate.

For the Partnership’s tolling agreement, revenue is recognized based on the contracted monthly reservation fee and throughput volumes moved through the facility.

4 unchanged sentences

The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

March 31, 2025

Revenue related to marine transportation is recognized for time charters based on a per day rate.

7 unchanged sentences

Specialty Products Segment

Natural Gas Liquids ("NGL") revenue is recognized when title is transferred, which is generally when the product is delivered by truck, rail, or pipeline to the Partnership's NGL customers or when the customer picks up the product from our facilities.

NGL revenue is recognized when title is transferred, which is generally when the product is delivered by truck, rail, or pipeline to the Partnership's NGL customers or when the customer picks up the product from our facilities.

When lubricants are sold by truck or rail, revenue is recognized when title is transferred, which is generally when the product leaves the Partnership's facility, but can vary based on the specific terms of the contract.

11 unchanged sentences

Total $ 57,110 $ 73,595 $ 64,890 $ 51,645 $ 53,048 $ 144,528 $ 444,816

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

Components of inventories at September 30, 2024 and December 31, 2023, were as follows:

September 30,

In addition, the Partnership has non-cancelable revenue arrangements that are under the scope of ASC 842 whereby we have committed certain terminalling and storage assets in exchange for a minimum fee.

Future minimum revenues the Partnership expects to receive under these non-cancelable arrangements as of March 31, 2025, are as follows:

2025 - $ 16,538 ;

2026 - $ 13,582 ;

2027 - $ 12,620 ;

2028 - $ 12,165 ;

2029 - $ 9,860 ;

subsequent years - $ 8,538 .

Components of inventories at March 31, 2025 and December 31, 2024, were as follows:

2025 December 31,

5 unchanged sentences

$ 44,418 $ 51,707

At September 30, 2024 and December 31, 2023, long-term debt consisted of the following:

September 30,

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

March 31, 2025

At March 31, 2025 and December 31, 2024, long-term debt consisted of the following:

2025 December 31,

$ 150,000 Credit facility at variable interest rate ( 8.44 % 1 weighted average at September 30, 2024), due February 2027 secured by substantially all of the Partnership’s assets, including, without limitation, inventory, accounts receivable, vessels, equipment, fixed assets and the interests in the Partnership’s operating subsidiaries, net of unamortized debt issuance costs of $ 2,503 and $ 3,292 , respectively 2

$ 150,000 Credit facility at variable interest rate ( 7.84 % 1 weighted average at March 31, 2025), due February 2027 secured by substantially all of the Partnership’s assets, including, without limitation, inventory, accounts receivable, vessels, equipment, fixed assets and the interests in the Partnership’s operating subsidiaries, net of unamortized debt issuance costs of $ 2,032 and $ 2,242 , respectively 2

$ 63,968 $ 51,258

6 unchanged sentences

The margin is set every three months.

All amounts outstanding at September 30, 2024 were at Adjusted Term SOFR plus an applicable margin.

The applicable margin for revolving loans that are SOFR loans currently ranges from 2.75 % to 3.75 %, and the applicable margin for revolving loans that are alternate base rate loans currently ranges from 1.75 % to 2.75 %.

The applicable margin for SOFR borrowings at September 30, 2024 is 3.25 %.

The applicable margin for SOFR borrowings effective October 16, 2024, is 3.50 %.

All amounts outstanding at March 31, 2025 were at Adjusted Term SOFR plus an applicable margin of 3.25 %.

The applicable margin for revolving loans that are SOFR loans ranges from 2.75 % to 3.75 %, and the applicable margin for revolving loans that are alternate base rate loans ranges from 1.75 % to 2.75 %.

The applicable margin for SOFR borrowings effective April 16, 2025, is 3.50 %.

The credit facility contains various covenants that limit the Partnership’s ability to make distributions;

2 unchanged sentences

incur indebtedness;

and make certain amendments to the Partnership's omnibus agreement with Martin Resource Management Corporation (the "Omnibus Agreement").

2 The Partnership was in compliance with all debt covenants as of September 30, 2024 and December 31, 2023.

The Partnership paid cash interest in the amount of $ 24,805 and $ 25,291 for the three months ended September 30, 2024 and 2023, respectively.

The Partnership paid cash interest in the amount of $ 51,043 and $ 50,099 for the nine months ended September 30, 2024 and 2023, respectively.

Capitalized interest was $ 373 and $ 18 for the three months ended September 30, 2024 and 2023, respectively.

Capitalized interest was $ 806 and $ 29 for the nine months ended September 30, 2024 and 2023, respectively.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

and make certain amendments to the Partnership's omnibus agreement with Martin Resource Management Corporation (as amended, the "Omnibus Agreement").

2 The Partnership was in compliance with all debt covenants as of March 31, 2025 and December 31, 2024.

The Partnership paid cash interest in the amount of $ 24,725 and $ 24,653 for the three months ended March 31, 2025 and 2024, respectively.

Capitalized interest was $ 0 and $ 142 for the three months ended March 31, 2025 and 2024, respectively.

The Partnership has numerous operating leases primarily for terminal facilities and transportation and other equipment.

5 unchanged sentences

The Partnership includes extension periods in its lease term if, at commencement, it is reasonably likely that the Par tnership will exercise the extension options.

The components of lease expense for the three and nine months ended September 30, 2024 and 2023, were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

March 31, 2025

The components of lease expense for the three months ended March 31, 2025 and 2024, were as follows:

Three Months Ended March 31,

Operating lease cost $ 6,134 $ 4,939

5 unchanged sentences

Total lease cost $ 7,681 $ 6,152

Supplemental balance sheet information related to leases at September 30, 2024 and December 31, 2023, was as follows:

September 30,

Supplemental balance sheet information related to leases at March 31, 2025 and December 31, 2024, was as follows:

2025 December 31, 2024

14 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

For the nine months ended September 30, 2024, the Partnership incurred new operating leases, primarily related to land and marine transportation assets and renewed existing operating leases set to expire, primarily related to marine transportation assets.

The Partnership’s future minimum lease obligations as of September 30, 2024, consist of the following:

March 31, 2025

For the three months ended March 31, 2025, the Partnership incurred new operating leases, primarily related to land transportation assets, operating equipment, and renewed existing operating leases set to expire, primarily related to leased land and facilities.

The Partnership’s future minimum lease obligations as of March 31, 2025, consist of the following:

Operating Leases

5 unchanged sentences

Total lease liability $ 68,998

The Partnership has non-cancelable revenue arrangements that are under the scope of ASC 842 whereby we have committed certain terminalling and storage assets in exchange for a minimum fee.

Future minimum revenues the Partnership expects to receive under these non-cancelable arrangements as of September 30, 2024, are as follows:

2024 - $ 6,557 ;

2025 - $ 17,963 ;

2026 - $ 11,826 ;

2027 - $ 11,631 ;

2028 - $ 11,435 ;

subsequent years - $ 18,399 .

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

SUPPLEMENTAL BALANCE SHEET INFORMATION

Components of "Other accrued liabilities" were as follows:

September 30,

2025 December 31, 2024

Accrued interest $ 5,908 $ 17,899

Asset retirement obligations — 25

Property and other taxes payable 1,862 4,043

3 unchanged sentences

The schedule below summarizes the changes in our asset retirement obligations:

September 30, 2024

March 31, 2025

Asset retirement obligations as of December 31, 2024 $ 5,313

10 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

PARTNERS' CAPITAL (DEFICIT)

As of September 30, 2024, Partners’ capital (deficit) consisted of 39,001,086 common limited partner units, representing a 98 % partnership interest, and a 2 % general partner interest.

As of March 31, 2025, Partners’ capital (deficit) consisted of 39,055,086 common limited partner units, representing a 98 % partnership interest, and a 2 % general partner interest.

Martin Resource Management Corporation, through subsidiaries, owned 6,372,252 of the Partnership's common limited partner units representing approximately 16.3 % of the Partnership's outstanding common limited partner units.

Martin Midstream GP LLC ("MMGP"), the Partnership's general partner, owns the 2 % general partnership interest.

MMGP, the Partnership's general partner, owns the 2 % general partnership interest.

The partnership agreement of the Partnership (the "Partnership Agreement") contains specific provisions for the allocation of net income and losses to each of the partners for purposes of maintaining their respective partner capital accounts.

23 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

March 31, 2025

Three Months Ended March 31,

Net income (loss) $ ( 1,033 ) $ 3,273

5 unchanged sentences

The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the periods presented:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Basic weighted average limited partner units outstanding

4 unchanged sentences

All outstanding units were included in the computation of diluted earnings per unit and weighted based on the number of days such units were outstanding during the periods presented.

All common unit equivalents were antidilutive for the three and nine months ended September 30, 2023 and the three months ended September 30, 2024 because the limited partners were allocated a net loss in these periods.

All common unit equivalents were antidilutive for the three months ended March 31, 2025 because the limited partners were allocated a net loss in this period.

UNIT BASED AWARDS - LONG-TERM INCENTIVE PLANS

1 unchanged sentence

Amounts recognized in operating expense and selling, general, and administrative expense in the consolidated and condensed financial statements with respect to these plans are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Restricted unit Awards

Employees $ — $ — $ — $ —

Non-employee directors $ 43 $ 54

1 unchanged sentence

Employees 793 ( 174 )

Non-employee directors — — — —

Total unit-based compensation expense $ 836 $ ( 120 )

2 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

Long-Term Incentive Plans

1 unchanged sentence

2021 Phantom Unit Plan

On July 21, 2021, the board of directors of the general partner of the Partnership and the compensation committee of the general partner's board of directors (the "Compensation Committee") approved the Martin Midstream Partners L.P.

On July 21, 2021, the board of directors of the general partner of the Partnership (the "Board") and the compensation committee of the Board (the "Compensation Committee") approved the Martin Midstream Partners L.P.

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

9 unchanged sentences

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

On July 21, 2021, 620,000 phantom units and 1,245,000 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

On April 20, 2022, the board of directors of the general partner of the Partnership and the Compensation Committee approved the First Amendment to the Plan, effective as of the same date, which amendment increased the total number of phantom units available for grant under the Plan from 2,000,000 units to 5,000,000 units.

On April 20, 2022, the Board and the Compensation Committee approved the First Amendment to the Plan, effective as of the same date, which amendment increased the total number of phantom units available for grant under the Plan from 2,000,000 units to 5,000,000 units.

On April 20, 2022, 365,000 phantom units and 1,097,500 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

On July 19, 2023, 1,179,500 phantom units and 505,500 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

2025 Phantom Unit Plan

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

2025 Phantom Unit Plan (the “2025 Plan”) to supersede the 2021 Plan, effective as of the same date.

The 2025 Plan contains substantially the same terms and conditions as the 2021 Plan.

On February 11, 2025, 1,210,000 phantom units and 425,000 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

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.

Phantom unit awards are recorded in operating expense and selling, general and administrative expense based on the fair value of the vested portion of the awards on the balance sheet date.

The fair value of these awards is updated at each balance sheet date and changes in the fair value of the vested portions of the awards are recorded as increases or decreases to compensation expense within operating expense and selling, general and administrative expense in the Consolidated and Condensed Statements of Operations.

All of the Partnership's outstanding phantom unit awards at September 30, 2024, met the criteria to be treated under liability classification in accordance with ASC 718, given that these awards will settle in cash on the vesting date.

Compensation expense for the phantom awards is based on the fair value of the units as of the balance sheet date as further discussed below, and such costs are recognized ratably over the service period of the awards.

As the fair value of liability awards is required to be re-measured each period end, stock compensation expense amounts recognized in future

The fair value of these awards is updated at each balance sheet date and changes in the fair value of the vested portions of the awards are recorded as increases or decreases to

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

periods for these awards will vary.

March 31, 2025

compensation expense within operating expense and selling, general and administrative expense in the Consolidated and Condensed Statements of Operations.

All of the Partnership's phantom unit awards outstanding as of March 31, 2025 met the criteria to be treated under liability classification in accordance with ASC 718, given that these awards will settle in cash on the vesting date.

As the fair value of liability awards is required to be re-measured each period end, stock compensation expense amounts recognized in future periods for these awards will vary.

The estimated future cash payments of these awards are presented as liabilities within "Other current liabilities" and "Other long-term obligations" in the Consolidated and Condensed Balance Sheets.

As of September 30, 2024, there was a total of $ 3,493 of unrecognized compensation costs related to non-vested phantom unit awards.

As of March 31, 2025, there was a total of $ 6,611 of unrecognized compensation costs related to non-vested phantom unit awards.

These costs are expected to be recognized over a remaining life of 1.94 years.

19 unchanged sentences

Restricted units issued to employees generally vest in equal annual installments over three years of service.

All of the Partnership's outstanding restricted unit awards at September 30, 2024, met the criteria to be treated under equity classification.

In February 2024, the Partnership issued 28,760 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP.

All of the Partnership's outstanding restricted unit awards at March 31, 2025, met the criteria to be treated under equity classification.

On February 11, 2025, the Partnership issued 18,000 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP.

These restricted common units vest in equal installments of 6,000 units on January 24, 2026, 2027, 2028, and 2029.

2 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

The restricted units are valued at their fair value at the date of grant, which is equal to the market value of common units on such date.

A summary of the restricted unit activity for the nine months ended September 30, 2024, is provided below:

A summary of the restricted unit activity for the three months ended March 31, 2025, is provided below:

Number of Units Weighted Average Grant-Date Fair Value Per Unit

5 unchanged sentences

Aggregate intrinsic value, end of period $ 586

A summary of the restricted units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) during the three and nine months ended September 30, 2024 and 2023, is provided below:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

A summary of the restricted units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) during the three months ended March 31, 2025 and 2024, is provided below:

Three Months Ended March 31,

Aggregate intrinsic value of units vested $ 55 $ 46

Fair value of units vested 165 168

As of September 30, 2024, there was $ 335 of unrecognized compensation cost related to non-vested restricted units.

As of March 31, 2025, there was $ 445 of unrecognized compensation cost related to non-vested restricted units.

That cost is expected to be recognized over a weighted-average period of 2.89 years.

RELATED PARTY TRANSACTIONS

As of September 30, 2024, Martin Resource Management Corporation owns 6,114,532 of the Partnership’s common units representing approximately 15.7 % of the Partnership’s outstanding limited partner units.

As of March 31, 2025, Martin Resource Management Corporation owns 6,372,252 of the Partnership’s common units representing approximately 16.3 % of the Partnership’s outstanding limited partner units.

Martin Resource Management Corporation controls the Partnership's general partner by virtue of its 100 % voting interest in MMGP Holdings, LLC ("Holdings"), the sole member of the Partnership's general partner.

The Partnership’s general partner, MMGP, owns a 2 % general partner interest in the Partnership.

The Partnership’s general partner’s ability, as general partner, to manage and operate the Partnership, and Martin Resource Management Corporation’s ownership as of September 30, 2024, of approximately 15.7 % of the Partnership’s outstanding limited partnership units, effectively gives Martin Resource Management Corporation the ability to veto some of the Partnership’s actions and to control the Partnership’s management.

The Partnership’s general partner’s ability, as general partner, to manage and operate the Partnership, and Martin Resource Management Corporation’s ownership as of March 31, 2025, of approximately 16.3 % of the Partnership’s outstanding limited partnership units, effectively gives Martin Resource Management Corporation the ability to veto some of the Partnership’s actions and to control the Partnership’s management.

The following is a description of the Partnership’s material related party agreements and transactions:

2 unchanged sentences

The Partnership and its general partner are parties to the Omnibus Agreement dated November 1, 2002, with Martin Resource Management Corporation that governs, among other things, potential competition and indemnification obligations among the parties to the agreement, related party transactions, the provision of general administration and support services by Martin Resource Management Corporation and the Partnership’s use of certain Martin Resource Management Corporation trade names and trademarks.

The Omnibus Agreement was amended on November 25, 2009, to include processing crude oil into finished products including naphthenic lubricants, distillates, asphalt and other intermediate cuts.

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 on (i) November 25, 2009, to include processing crude oil into finished products including naphthenic lubricants, distillates, asphalt and other intermediate cuts, (ii) October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation and (iii) October 17, 2023 to include lubricants and packing in the Partnership’s definition of business.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

Non-Competition Provisions .

14 unchanged sentences

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

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

• 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 ;

• any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of $ 5,000 or more if the Partnership has been offered the opportunity to purchase the business for fair market value and the Partnership declines to do so with the concurrence of the conflicts committee of the board of directors of the general partner of the Partnership (the "Conflicts Committee");

• 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;

5 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

monetary limitation on the amount the Partnership is required to reimburse Martin Resource Management Corporation for direct expenses.

1 unchanged sentence

Effective January 1, 2025, through December 31, 2025, the Conflicts Committee approved an annual reimbursement amount for indirect expenses of $ 13,536 .

The Partnership reimbursed Martin Resource Management Corporation for $ 3,377 and $ 3,496 of indirect expenses for the three months ended September 30, 2024 and 2023, respectively.

The Partnership reimbursed Martin Resource Management Corporation for $ 10,131 and $ 10,487 of indirect expenses for the nine months ended September 30, 2024 and 2023, respectively.

The Partnership reimbursed Martin Resource Management Corporation for $ 3,384 and $ 3,377 of indirect expenses for the three months ended March 31, 2025 and 2024, respectively.

The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

10 unchanged sentences

provided, however, that it may not be amended without the approval of the Conflicts Committee if such amendment would adversely affect the unitholders.

The Omnibus Agreement was first amended on November 25, 2009, to permit the Partnership to provide refining services to Martin Resource Management Corporation.

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 on (i) November 25, 2009, to permit the Partnership to provide refining services to Martin Resource Management Corporation, (ii) October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation and (iii) October 17, 2023 to include lubricants and packaging in the Partnership’s definition of business.

Such amendments were approved by the Conflicts Committee.

The Omnibus Agreement, other than the indemnification provisions and the provisions limiting the amount for which the Partnership will reimburse Martin Resource Management Corporation for general and administrative services performed on its behalf, will terminate if the Partnership is no longer an affiliate of Martin Resource Management Corporation.

Merger Agreement

On October 3, 2024, the Partnership entered into a Merger Agreement with Martin Resource Management Corporation.

Refer to Note 18 – Subsequent Events included herein for more information.

Master Transportation Services Agreement

8 unchanged sentences

Department of Energy’s national diesel price list.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

Indemnification.

1 unchanged sentence

Martin Resource Management Corporation has agreed to indemnify MTI against all claims arising out of the negligence or willful misconduct of Martin Resource Management Corporation and its officers, employees, agents, representatives and subcontractors.

In the event a claim is the result of the joint negligence or misconduct of MTI and Martin Resource Management Corporation, indemnification obligations will be shared in proportion to each party’s allocable share of such joint negligence or misconduct.

In the event a claim is the result of the joint negligence or misconduct of MTI and Martin Resource

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

March 31, 2025

Management Corporation, indemnification obligations will be shared in proportion to each party’s allocable share of such joint negligence or misconduct.

Marine Agreements

29 unchanged sentences

MTI leases equipment, including tractors and trailers, from East Texas Mack Sales ("East Texas Mack").

Certain of our directors or officers are owners of East Texas Mack, including entities affiliated with Ruben

Certain of our directors or officers are owners of East Texas Mack, including entities affiliated with Ruben Martin, who owns approximately 47 % 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 three months ended March 31, 2025 and 2024, were $ 1,690 and $ 938 , respectively.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

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 three months ended September 30, 2024 and 2023, were $ 1,374 and $ 952 , respectively.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the nine months ended September 30, 2024 and 2023, were $ 3,429 and $ 2,361 , respectively.

March 31, 2025

Storage and Services Agreement.

6 unchanged sentences

The impact of related party revenues from sales of products and services is reflected in the consolidated and condensed financial statements as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Terminalling and storage $ 17,262 $ 18,549

4 unchanged sentences

$ 26,532 $ 27,279

$ 25,851 $ 26,090 $ 79,649 $ 82,879

The impact of related party cost of products sold is reflected in the consolidated and condensed financial statements as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Cost of products sold:

6 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

The impact of related party operating expenses is reflected in the consolidated and condensed financial statements as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Operating expenses:

4 unchanged sentences

The impact of related party selling, general and administrative expenses is reflected in the consolidated and condensed financial statements as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Selling, general and administrative:

6 unchanged sentences

BUSINESS SEGMENTS

The Partnership has four reportable segments:

(1) terminalling and storage, (2) transportation, (3) sulfur services and (4) specialty products.

The Partnership’s reportable segments are strategic business units that offer different products and services.

The operating income of these segments is reviewed by the chief operating decision maker to assess performance and make business decisions.

The Partnership evaluates the performance of its reportable segments based on operating income.

There is no allocation of interest expense.

Three Months Ended September 30, 2024 Operating Revenues Intersegment Revenues Eliminations Operating Revenues after Eliminations Depreciation and Amortization Operating Income (Loss) after Eliminations Capital Expenditures and Plant Turnaround Costs

Terminalling and storage $ 24,414 $ ( 1,852 ) $ 22,562 $ 5,695 $ 914 $ 2,193

Transportation 60,196 ( 3,690 ) 56,506 3,182 4,858 1,929

Sulfur services 24,660 — 24,660 2,937 4,719 7,929

Specialty products 67,225 ( 19 ) 67,206 794 5,902 484

Indirect selling, general and administrative — — — — ( 3,742 ) —

Total $ 176,495 $ ( 5,561 ) $ 170,934 $ 12,608 $ 12,651 $ 12,535

The Chief Operating Decision Maker ("CODM") is a group of executives, comprised of the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Partnership's general partner.

The CODM may use different operating measures to assess operating results and allocate resources among the Partnership's four segments (outlined below), however the measure that is most consistent with the amounts included in the consolidated financial statements is operating income.

The CODM utilizes this measure to evaluate the current financial performance and project the future financial performance of each segment to determine the allocation of capital resources.

The Partnership's four reportable segments are comprised of (1) Terminalling and Storage, (2) Transportation, (3) Sulfur Services and (4) Specialty Products.

The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including different product type and services.

The Terminalling and Storage segment generates revenue by providing terminalling, processing, and storage services for petroleum products and by-products.

Storage revenue is earned through contracted monthly tank fixed fees, while throughput revenue is based on the volume moved through the Partnership’s terminals at contracted rates.

Tolling revenue is derived from contracted monthly reservation fees and throughput volumes processed at the facility.

The Transportation segment earns revenue by offering land and marine transportation services for petroleum products, by-products, chemicals, and specialty products.

Land transportation revenue is based on mileage rates for line hauls or completion of contracted trips.

Marine transportation revenue comes from time charters, calculated on a per-day basis, or from the completion of contracted trips.

The Sulfur Services segment generates revenue by providing processing, manufacturing, marketing, and distribution services for sulfur and sulfur-based products.

Revenue from sulfur and fertilizer product sales is recognized when the customer takes title to the product.

Revenue from sulfur services is earned as services are performed during each monthly period.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

Three Months Ended September 30, 2023 Operating Revenues Intersegment Revenues Eliminations Operating Revenues after Eliminations Depreciation and Amortization Operating Income (Loss) after Eliminations Capital Expenditures and Plant Turnaround Costs

Terminalling and storage $ 23,973 $ ( 1,771 ) $ 22,202 $ 5,102 $ 1,357 $ 2,684

Transportation 58,541 ( 3,318 ) 55,223 3,674 3,323 1,939

Sulfur services 32,577 — 32,577 2,639 5,993 5,015

Specialty products 66,720 ( 25 ) 66,695 808 7,868 1,028

Indirect selling, general and administrative — — — — ( 3,837 ) —

Total $ 181,811 $ ( 5,114 ) $ 176,697 $ 12,223 $ 14,704 $ 10,666

Nine Months Ended September 30, 2024 Operating Revenues Intersegment Revenues Eliminations Operating Revenues after Eliminations Depreciation and Amortization Operating Income (Loss) after Eliminations Capital Expenditures and Plant Turnaround Costs

Terminalling and storage $ 73,101 $ ( 5,647 ) $ 67,454 $ 16,819 $ 4,187 $ 11,318

Transportation 183,705 ( 11,216 ) 172,489 10,039 15,126 6,554

Sulfur services 95,534 ( 1 ) 95,533 8,697 22,620 22,826

Specialty products 200,888 ( 69 ) 200,819 2,389 19,937 2,434

Indirect selling, general and administrative — — — — ( 11,397 ) —

Total $ 553,228 $ ( 16,933 ) $ 536,295 $ 37,944 $ 50,473 $ 43,132

Nine Months Ended September 30, 2023 Operating Revenues Intersegment Revenues Eliminations Operating Revenues after Eliminations Depreciation and Amortization Operating Income (Loss) after Eliminations Capital Expenditures and Plant Turnaround Costs

Terminalling and storage $ 71,798 $ ( 7,054 ) $ 64,744 $ 15,896 $ 3,657 $ 9,793

Transportation 178,875 ( 13,179 ) 165,696 11,196 11,847 5,938

Sulfur services 108,586 — 108,586 8,072 21,890 10,723

Specialty products 277,895 ( 59 ) 277,836 2,507 24,073 1,627

Indirect selling, general and administrative — — — — ( 11,929 ) —

Total $ 637,154 $ ( 20,292 ) $ 616,862 $ 37,671 $ 49,538 $ 28,081

The Partnership's assets by reportable segment as of September 30, 2024 and December 31, 2023, are as follows:

September 30, 2024 December 31, 2023

Total assets:

Terminalling and storage $ 192,058 $ 171,320

Transportation 166,448 161,506

Sulfur services 116,748 103,779

Specialty products 79,503 72,770

Total assets $ 554,757 $ 509,375

March 31, 2025

The Specialty Products segment earns revenue by providing marketing, distribution, and transportation services for NGLs as well as blending and packaging services for specialty lubricants and greases.

NGL revenue is recognized upon the sale of products via truck, rail, or pipeline.

For lubricants and greases, revenue is recognized upon their sale by truck or rail.

The following tables present selected financial information with respect to the Partnership's operating segments for the three months ended March 31, 2025 and 2024.

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Three Months Ended March 31, 2025:

Operating revenues from external customers $ 21,549 $ 52,985 $ 48,704 $ 69,305 $ — $ 192,543

Intersegment operating revenues 1,865 4,490 — 23 — 6,378

Total segment revenues 23,414 57,475 48,704 69,328 — 198,921

Reconciliation of revenues:

Elimination of intersegment revenues ( 1,865 ) ( 4,490 ) — ( 23 ) — ( 6,378 )

Total consolidated revenues 21,549 52,985 48,704 69,305 — 192,543

cost of products sold:

Direct product costs — — 26,819 57,627 — 84,446

Manufacturing costs (plant, labor, transportation, and other) — — 5,183 5,418 — 10,601

Segment gross margin 23,414 57,475 16,702 6,283 — 103,874

Employment related expenses 2

6,552 15,254 2,163 1,452 3,094 28,515

Driver pay — 12,081 — — — 12,081

Pass-through expenses — 6,097 864 — — 6,961

Utilities, materials, and supplies 3,634 609 255 27 — 4,525

Repairs and maintenance 1,399 4,494 208 1 — 6,102

Insurance related expenses 1,471 3,950 160 34 89 5,704

Lease expenses 1,156 4,636 125 22 — 5,939

Other segment expenses 1

1,524 2,394 1,654 244 1,492 7,308

Depreciation and amortization 5,569 2,932 3,557 758 — 12,816

(Gain) loss on sale or disposition of property, plant and equipment ( 1 ) ( 478 ) — — — ( 479 )

21,304 51,969 8,986 2,538 4,675 89,472

Operating income (loss) $ 2,110 $ 5,506 $ 7,716 $ 3,745 $ ( 4,675 ) $ 14,402

Segment assets - as of March 31, 2025 $ 166,644 $ 169,819 $ 131,702 $ 65,245 $ — $ 533,410

Capital expenditures and plant turnaround costs $ 922 $ 2,822 $ 1,741 $ 123 $ — $ 5,608

1 Other segment expenses include outside services, property taxes, terminalling fees, regulatory expenses, professional fees, communications expenses, and many other less significant expense categories used in operations.

2 These employment expenses include allocated overhead from Martin Resource Management Corporation and exclude those that are part of our manufacturing operations.

Payroll expenses in our manufacturing operations are included in cost of products sold.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Three Months Ended March 31, 2024:

Operating revenues from external customers $ 22,517 $ 58,307 $ 33,681 $ 66,325 $ — $ 180,830

Intersegment operating revenues 1,768 3,735 — 21 — 5,524

Total segment revenues 24,285 62,042 33,681 66,346 — 186,354

Reconciliation of revenues:

Elimination of intersegment revenues ( 1,768 ) ( 3,735 ) — ( 21 ) — ( 5,524 )

Total consolidated revenues 22,517 58,307 33,681 66,325 — 180,830

cost of products sold:

Direct product costs — — 18,444 54,185 — 72,629

Manufacturing costs (plant, labor, transportation, and other) 18 — 4,326 5,459 — 9,803

Segment gross margin 24,267 62,042 10,911 6,702 — 103,922

Employment related expenses 2

5,580 14,741 1,835 1,021 3,130 26,307

Driver pay — 12,698 — — — 12,698

Pass-through expenses — 7,173 697 — — 7,870

Utilities, materials, and supplies 4,067 512 209 31 — 4,819

Repairs and maintenance 1,387 4,460 141 3 — 5,991

Insurance related expenses 1,496 3,195 171 26 — 4,888

Lease expenses 966 3,872 87 38 — 4,963

Other segment expenses 1

1,821 2,189 1,104 229 706 6,049

Depreciation and amortization 5,395 3,476 2,982 796 — 12,649

(Gain) loss on sale or disposition of property, plant and equipment ( 102 ) ( 105 ) — — — ( 207 )

20,610 52,211 7,226 2,144 3,836 86,027

Operating income (loss) $ 3,657 $ 9,831 $ 3,685 $ 4,558 $ ( 3,836 ) $ 17,895

Segment assets - as of March 31, 2024 $ 171,078 $ 158,127 $ 107,519 $ 75,353 $ — $ 512,077

Capital expenditures and plant turnaround costs $ 7,050 $ 2,855 $ 6,336 $ 1,152 $ — $ 17,393

2 These employment expenses include allocated overhead from Martin Resource Management Corporation and exclude those that are part of our manufacturing operations.

Payroll expenses in our manufacturing operations are included in cost of products sold.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

March 31, 2025

COMMITMENTS AND CONTINGENCIES

14 unchanged sentences

The Partnership intends to vigorously defend the counterclaims asserted by the customer in the Litigation.

The trial for the Litigation is expected to be held in the second half of 2025.

The trial for the Litigation is expected to be held in the first half of 2026.

FAIR VALUE MEASUREMENTS

18 unchanged sentences

The estimated fair value of the 2028 Notes is considered Level 2, as the fair value is based upon quoted prices for identical liabilities in markets that are not active.

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Value Carrying

4 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

March 31, 2025

INVESTMENT IN DSM SEMICHEM LLC

9 unchanged sentences

The Partnership accounts for its ownership interest in DSM under the equity method of accounting.

Selected financial information for DSM is as follows:

As of March 31, Three Months Ended March 31,

Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)

DSM Semichem LLC $ 103,352 $ 31,734 $ 66,677 $ — $( 2,090 )

As of December 31, Three Months Ended March 31,

Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)

DSM Semichem LLC $ 105,773 $ 31,700 $ 68,513 $ — $( 6,240 )

CONDENSED CONSOLIDATED FINANCIAL INFORMATION

4 unchanged sentences

Substantially all of the Partnership's operating subsidiaries are subsidiary guarantors of its Senior Notes and any subsidiaries other than the subsidiary guarantors are minor.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Provision for income taxes $ 1,117 $ 796

The operations of a partnership are generally not subject to income taxes, except for Texas margin tax, because its income is taxed directly to its partners.

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 270 and $ 120 were recorded in income tax expense for the three months ended September 30, 2024 and 2023, respectively.

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 820 and $ 320 were recorded in income tax expense for the nine months ended September 30, 2024 and 2023, respectively.

Deferred taxes applicable to the Texas margin tax relating to the operation of the Partnership are immaterial.

MTI, a wholly owned subsidiary of the Partnership, is subject to income taxes due to its corporate structure (the "Taxable Subsidiary").

Total income tax expense of $ 796 and $ 668 , related to the operation of the Taxable Subsidiary, for the three months ended September 30, 2024 and 2023, resulted in an effective income tax rate ("ETR") of 33.36 % and 23.96 %, respectively.

Total income tax expense of $ 2,814 and $ 3,299 , related to the operation of the Taxable Subsidiary, for the nine months ended September 30, 2024 and 2023, resulted in an ETR of 25.17 % and 24.88 %, respectively.

The increase in the provision for income taxes and the ETR for the income taxes during the three months ended September 30, 2024, was primarily due to an increase in permanent differences, compared to the same period in 2023.

The decrease in the provision for income taxes during the nine months ended September 30, 2024, was primarily due to a favorable true-up to state net operating loss carryforwards, compared to the same period in 2023.

The increase in the ETR for the income taxes during the nine months ended September 30, 2024, was primarily due to a decrease in income before income taxes in the current period, compared to the same period in 2023.

A current federal income tax expense of $ 471 and $ 179 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended September 30, 2024 and 2023, respectively.

A current federal income tax expense of $ 2,047 and $ 666 , related to the operation of the Taxable Subsidiary, was recorded for the nine months ended September 30, 2024 and 2023, respectively.

A current state income tax expense of $ 194 and $ 33 , related to the operation of the Taxable

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2024

Subsidiary, was recorded for the three months ended September 30, 2024 and 2023, respectively.

A current state income tax expense of $ 610 and $ 311 , related to the operation of the Taxable Subsidiary, was recorded for the nine months ended September 30, 2024 and 2023, respectively.

March 31, 2025

The operations of a partnership are generally not subject to income taxes, except for Texas margin tax, because its income is taxed directly to its partners.

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 417 and $ 80 were recorded in income tax expense for the three months ended March 31, 2025 and 2024, respectively.

Deferred taxes applicable to the Texas margin tax relating to the operation of the Partnership are immaterial.

MTI, a wholly owned subsidiary of the Partnership, is subject to income taxes due to its corporate structure (the "Taxable Subsidiary").

Total income tax expense of $ 700 and $ 716 , related to the operation of the Taxable Subsidiary, for the three months ended March 31, 2025 and 2024, resulted in an effective income tax rate ("ETR") of 32.86 % and 15.73 %, respectively.

The decrease in the provision for income taxes during the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to a decrease in income before taxes in the current period.

The increase in the ETR during the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to a favorable true-up to state net operating loss carryforwards in the prior period.

A current federal income tax expense of $ 722 and $ 791 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended March 31, 2025 and 2024, respectively.

A current state income tax expense of $ 192 and $ 251 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended March 31, 2025 and 2024, respectively.

With respect to MTI, income taxes are accounted for under the asset and liability method pursuant to the provisions of ASC 740 related to income taxes.

2 unchanged sentences

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A deferred tax expense related to the MTI temporary differences of $ 131 and $ 456 was recorded for the three months ended September 30, 2024 and 2023, respectively.

A deferred tax expense related to the MTI temporary differences of $ 157 and $ 2,322 was recorded for the nine months ended September 30, 2024 and 2023, respectively.

A net deferred tax asset of $ 10,043 and $ 10,200 , related to the cumulative book and tax temporary differences, existed at September 30, 2024 and December 31, 2023, respectively.

A deferred tax expense (benefit) related to the MTI temporary differences of $( 214 ) and $( 326 ) was recorded for the three months ended March 31, 2025 and 2024, respectively.

A net deferred tax asset of $ 10,160 and $ 9,946 , related to the cumulative book and tax temporary differences, existed at March 31, 2025 and December 31, 2024, respectively.

All income tax positions taken for all open years are more likely than not to be sustained based upon their technical merit under applicable tax laws.

SUBSEQUENT EVENTS

Merger Agreement.

On May 24, 2024, Martin Resource Management Corporation filed an amendment to its Schedule 13D (the “13D Amendment”) with the SEC disclosing that Martin Resource Management Corporation made a non-binding proposal to the Board, pursuant to which Martin Resource Management Corporation would acquire all the outstanding common units of the Partnership not already owned by Martin Resource Management Corporation and its subsidiaries.

On October 3, 2024, Martin Resource Management Corporation, MRMC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), the Partnership, and MMGP entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Martin Resource Management Corporation (the “Merger”).

Under the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding common unit representing a limited partner interest in the Partnership (each, a “Common Unit”) other than common units owned by Martin Resource Management Corporation and its subsidiaries, including MMGP (each, a “Public Common Unit”), will be converted into the right to receive $ 4.02 in cash without any interest thereon (the “Merger Consideration”).

In connection with the Merger, (i) MMGP’s non-economic general partner interest in the Partnership and (ii) the common units owned by Martin Resource Management Corporation and its subsidiaries, in each case, shall not be cancelled, shall not be converted into the right to receive the Merger Consideration and shall remain outstanding following the Merger.

Immediately prior to the effective time of the Merger, all restricted units, phantom units and phantom unit appreciation rights outstanding immediately prior to the effective time will fully vest, and each holder of such units and appreciation rights will receive an amount equal to the Merger Consideration with respect to each such unit or appreciation right that becomes vested pursuant to the terms of the Merger Agreement.

The Merger is subject to customary closing conditions, including regulatory approval and approval of the unitholders.

Quarterly Distribution.

On October 16, 2024, the Partnership declared a quarterly cash distribution of $ 0.005 per common unit for the third quarter of 2024, or $ 0.020 per common unit on an annualized basis, which will be paid on November 14, 2024, to unitholders of record as of November 7, 2024.

On April 16, 2025, the Partnership declared a quarterly cash distribution of $ 0.005 per common unit for the first quarter of 2025, or $ 0.020 per common unit on an annualized basis, which will be paid on May 15, 2025, to unitholders of record as of May 8, 2025.

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-Q

Item 1. Financial Statements