What changed in this filing

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Item 1. Financial Statements

2025-10-20 compared with 2025-07-21 · 145 added, 137 removed, 853 unchanged (25% of the section changed)

3 unchanged sentences

(Dollars in thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Unaudited) (Audited)

35 unchanged sentences

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

22 unchanged sentences

Interest expense, net ( 14,614 ) ( 14,592 ) ( 43,329 ) ( 42,811 )

Equity in loss of DSM Semichem LLC ( 616 ) — ( 825 ) —

Equity in earnings (loss) of DSM Semichem LLC 20 ( 314 ) ( 805 ) ( 314 )

Other, net 3 2 19 20

6 unchanged sentences

Limited partners' interest in net income (loss) $ ( 8,209 ) $ ( 3,239 ) $ ( 11,566 ) $ 3,645

Net income (loss) per unit attributable to limited partners - basic $ ( 0.06 ) $ 0.09 $ ( 0.09 ) $ 0.18

Net income (loss) per unit attributable to limited partners - diluted $ ( 0.06 ) $ 0.09 $ ( 0.09 ) $ 0.18

Net income (loss) per unit attributable to limited partners - basic and diluted $ ( 0.21 ) $ ( 0.08 ) $ ( 0.30 ) $ 0.09

Weighted average limited partner units - basic 38,892,348 38,832,222 38,889,260 38,831,064

6 unchanged sentences

* Related Party Transactions Included Above

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

17 unchanged sentences

Units Amount Total

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

Balances - June 30, 2025 39,055,086 $ ( 75,548 ) $ 1,361 $ ( 74,187 )

Net loss — ( 8,244 ) ( 168 ) ( 8,412 )

1 unchanged sentence

Unit-based compensation — 66 — 66

Balances - June 30, 2025 39,055,086 ( 75,548 ) 1,361 ( 74,187 )

Balances - September 30, 2025 39,055,086 ( 83,922 ) 1,189 ( 82,733 )

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

3 unchanged sentences

Unit-based compensation — 156 — 156

Balances - June 30, 2025 39,055,086 $ ( 75,548 ) $ 1,361 $ ( 74,187 )

Balances - September 30, 2025 39,055,086 $ ( 83,922 ) $ 1,189 $ ( 82,733 )

Partners’ Capital (Deficit)

1 unchanged sentence

Units Amount Total

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

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

Net loss — ( 3,253 ) ( 66 ) ( 3,319 )

Issuance of restricted units — — — —

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

Unit-based compensation — 42 — 42

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

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

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

1 unchanged sentence

Issuance of restricted units 86,280 — — —

General partner contribution — — — —

Cash distributions — ( 585 ) ( 12 ) ( 597 )

Unit-based compensation — 145 — 145

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

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

See accompanying notes to consolidated and condensed financial statements.

2 unchanged sentences

(Dollars in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

42 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

31 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

The following table disaggregates our revenue by major source:

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

32 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

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

3 unchanged sentences

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

Delivery of product is invoiced as the transaction occurs and is generally paid within a month.

Delivery of the product is invoiced as the transaction occurs and is generally paid within a month.

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

3 unchanged sentences

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.

Delivery of the product is invoiced as the transaction occurs and is generally paid within a month.

The product is invoiced as the transaction occurs and is generally paid within a month.

The table below includes estimated minimum revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the reporting period.

10 unchanged sentences

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 June 30, 2025, are as follows:

Future minimum revenues the Partnership expects to receive under these non-cancelable arrangements as of September 30, 2025, are as follows:

2025 - $ 6,148 ;

4 unchanged sentences

subsequent years - $ 8,587 .

Components of inventories at June 30, 2025 and December 31, 2024, were as follows:

Components of inventories at September 30, 2025 and December 31, 2024, were as follows:

September 30,

2025 December 31,

8 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

At June 30, 2025 and December 31, 2024, long-term debt consisted of the following:

September 30, 2025

At September 30, 2025 and December 31, 2024, long-term debt consisted of the following:

September 30,

2025 December 31,

$ 150,000 Credit facility at variable interest rate ( 7.94 % 1 weighted average at June 30, 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 $ 1,765 and $ 2,242 , respectively 2

$ 130,000 credit facility at variable interest rate ( 7.74 % 1 weighted average at September 30, 2025), due November 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 $ 1,899 and $ 2,242 , respectively 2

$ 51,601 $ 51,258

6 unchanged sentences

The margin is set every three months.

All amounts outstanding at June 30, 2025 were at Adjusted Term SOFR plus an applicable margin of 3.50 %.

All amounts outstanding at September 30, 2025 were at Adjusted Term SOFR plus an applicable margin of 3.50 %.

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 July 16, 2025, is 3.50 %.

The applicable margin for SOFR borrowings effective October 15, 2025, is 3.75 %.

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

3 unchanged sentences

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 June 30, 2025 and December 31, 2024.

The Partnership paid cash interest in the amount of $ 1,683 and $ 1,585 for the three months ended June 30, 2025 and 2024, respectively.

The Partnership paid cash interest in the amount of $ 26,408 and $ 26,238 for the six months ended June 30, 2025 and 2024, respectively.

Capitalized interest was $ 45 and $ 291 for the three months ended June 30, 2025 and 2024, respectively.

Capitalized interest was $ 45 and $ 443 for the six months ended June 30, 2025 and 2024, respectively.

2 The Partnership was in compliance with all debt covenants as of September 30, 2025 and December 31, 2024.

On September 24, 2025, Martin Operating Partnership L.P.

(the “Operating Partnership”), a wholly owned subsidiary of the Partnership, the Partnership and certain of the Partnership’s other subsidiaries entered into a Second Amendment to Fourth Amended and Restated Credit Agreement (the “Second Amendment”) with Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto, which amends the Fourth Amended and Restated Credit Agreement, dated effective as of February 8, 2023 (as previously amended, the “Credit Agreement”).

The Partnership entered into the Second Amendment to the Credit Agreement to, among other things:

• extend the maturity date of amounts outstanding and the lenders’ commitments under the Credit Agreement from February 8, 2027 to November 16, 2027;

• decrease the amount available for the Partnership to borrow under the Credit Agreement on a revolving credit basis from $ 150,000 to $ 130,000 ;

• adjust the financial covenants as described in more detail below:

◦ require the Partnership to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of at least 1.75 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter;

◦ require the Partnership to maintain a maximum Total Leverage Ratio (as defined in the Credit Agreement) of not more than 4.50 to 1.00 for the fiscal quarters ended March 31, 2025 and June 30, 2025, and stepping up to 4.75 to 1.00 for the fiscal quarter ending September 30, 2025 and each fiscal quarter thereafter;

◦ require the Partnership to maintain a maximum First Lien Leverage Ratio (as defined in the Credit Agreement) of not more than 1.25 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter.

We are in compliance with all debt covenants as of September 30, 2025, and expect to be in compliance for the next twelve months.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

The Partnership paid cash interest in the amount of $ 24,420 and $ 24,805 for the three months ended September 30, 2025 and 2024, respectively.

The Partnership paid cash interest in the amount of $ 50,828 and $ 51,043 for the nine months ended September 30, 2025 and 2024, respectively.

Capitalized interest was $ 36 and $ 373 for the three months ended September 30, 2025 and 2024, respectively.

Capitalized interest was $ 81 and $ 806 for the nine months ended September 30, 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.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

The components of lease expense for the six months ended June 30, 2025 and 2024, were as follows:

Three Months Ended June 30, Six Months Ended June 30,

The components of lease expense for the nine months ended September 30, 2025 and 2024, were as follows:

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

2025 2024 2025 2024

6 unchanged sentences

Total lease cost $ 8,271 $ 7,066 $ 23,862 $ 19,776

Supplemental balance sheet information related to leases at June 30, 2025 and December 31, 2024, was as follows:

Supplemental balance sheet information related to leases at September 30, 2025 and December 31, 2024, was as follows:

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

September 30,

2025 December 31, 2024

11 unchanged sentences

Total finance lease obligations $ 57 $ 69

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

For the six months ended June 30, 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 June 30, 2025, consist of the following:

For the nine months ended September 30, 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 September 30, 2025, consist of the following:

Operating Leases

8 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

SUPPLEMENTAL BALANCE SHEET INFORMATION

Components of "Other accrued liabilities" were as follows:

September 30,

2025 December 31, 2024

5 unchanged sentences

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

June 30, 2025

September 30, 2025

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

10 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

PARTNERS' CAPITAL (DEFICIT)

As of June 30, 2025, Partners’ capital (deficit) consisted of 39,055,086 common limited partner units, representing a 98 % partnership interest, and a 2 % general partner interest.

As of September 30, 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 7,662,005 of the Partnership's common limited partner units representing approximately 19.6 % of the Partnership's outstanding common limited partner units.

25 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

Three Months Ended June 30, Six Months Ended June 30,

September 30, 2025

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

2025 2024 2025 2024

6 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

2 unchanged sentences

Dilutive effect of restricted units issued

— 59,153 — 39,153

Total weighted average limited partner diluted units outstanding

1 unchanged sentence

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 six months ended June 30, 2025 because the limited partners were allocated a net loss in these periods.

All common unit equivalents were antidilutive for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024 because the limited partners were allocated a net loss in these periods.

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

7 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

Long-Term Incentive Plans

15 unchanged sentences

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.

These units settled in July of 2025 for $ 1,123 .

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.

4 unchanged sentences

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.

On July 16, 2025, 1,275,000 phantom units and 420,000 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

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

The fair value of these awards is updated at each balance sheet date and

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

June 30, 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 June 30, 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.

September 30, 2025

changes in the fair value 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 phantom unit awards outstanding as of September 30, 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.

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.

1 unchanged sentence

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

At June 30, 2025, the total liability recognized in connection with outstanding phantom unit awards was $ 4,585 , of which $ 1,082 is recorded in Trade and other accounts payable and $ 3,503 is recorded in Other long-term obligations on the Consolidated and Condensed Balance Sheets.

At September 30, 2025, the total liability recognized in connection with outstanding phantom unit awards was $ 4,257 , of which $ 3,019 is recorded in Trade and other accounts payable and $ 1,238 is recorded in Other long-term obligations on the Consolidated and Condensed Balance Sheets.

At December 31, 2024, the total liability recognized in connection with outstanding phantom unit awards was $ 3,480 , of which $ 1,073 is recorded in Trade and other accounts payable and $ 2,407 is recorded in Other long-term obligations on the Consolidated and Condensed Balance Sheets.

As of June 30, 2025, there was a total of $ 5,009 of unrecognized compensation costs related to non-vested phantom unit awards.

As of September 30, 2025, there was a total of $ 7,662 of unrecognized compensation costs related to phantom unit awards.

These costs are expected to be recognized over a remaining life of 2.15 years.

1 unchanged sentence

The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment.

Expected volatility was calculated based on the historical volatility of the Partnership’s common units as well as set of peer companies.

Expected volatility was calculated based on the historical volatility of the Partnership’s common units as well as those of a set set of its' peer companies.

Restricted Unit Plan

15 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 June 30, 2025, met the criteria to be treated under equity classification.

All of the Partnership's outstanding restricted unit awards at September 30, 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.

3 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 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 six months ended June 30, 2025, is provided below:

A summary of the restricted unit activity for the nine months ended September 30, 2025, is provided below:

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

5 unchanged sentences

Aggregate intrinsic value, end of period $ 498

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 six months ended June 30, 2025 and 2024, is provided below:

Three Months Ended June 30, Six Months Ended June 30,

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 nine months ended September 30, 2025 and 2024, is provided below:

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

2025 2024 2025 2024

1 unchanged sentence

Fair value of units vested — — 165 168

As of June 30, 2025, there was $ 397 of unrecognized compensation cost related to non-vested restricted units.

As of September 30, 2025, there was $ 349 of unrecognized compensation cost related to non-vested restricted units.

That cost is expected to be recognized over a weighted-average period of 2.53 years.

RELATED PARTY TRANSACTIONS

As of June 30, 2025, Martin Resource Management Corporation owns 7,653,354 of the Partnership’s common units representing approximately 19.6 % of the Partnership’s outstanding limited partner units.

As of September 30, 2025, Martin Resource Management Corporation owns 7,662,005 of the Partnership’s common units representing approximately 19.6 % 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 June 30, 2025, of approximately 19.6 % 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 September 30, 2025, of approximately 19.6 % 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:

6 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

Non-Competition Provisions .

24 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

payments it makes on the Partnership’s behalf or in connection with the operation of the Partnership’s business.

2 unchanged sentences

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 $ 3,384 and $ 3,377 of indirect expenses for the three months ended June 30, 2025 and 2024, respectively.

The Partnership reimbursed Martin Resource Management Corporation for $ 6,768 and $ 6,754 of indirect expenses for the six months ended June 30, 2025 and 2024, respectively.

The Partnership reimbursed Martin Resource Management Corporation for $ 3,384 and $ 3,377 of indirect expenses for the three months ended September 30, 2025 and 2024, respectively.

The Partnership reimbursed Martin Resource Management Corporation for $ 10,152 and $ 10,131 of indirect expenses for the nine months ended September 30, 2025 and 2024, respectively.

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

28 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

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.

28 unchanged sentences

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

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

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

East Texas Mack Leases.

1 unchanged sentence

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 June 30, 2025 and 2024, were $ 1,641

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the three months ended September 30, 2025 and 2024, were

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

$ 1,626 and $ 1,374 , respectively.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the six months ended June 30, 2025 and 2024, were $ 3,331 and $ 2,055 , respectively.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the nine months ended September 30, 2025 and 2024, were $ 4,956 and $ 3,429 , respectively.

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

4 unchanged sentences

Sulfur services 902 9 2,739 71

Terminalling and storage — — — —

947 91 3,287 343

1 unchanged sentence

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

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

7 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

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

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

5 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

24 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 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.

1 unchanged sentence

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 and six months ended June 30, 2025 and 2024.

The following tables present selected financial information with respect to the Partnership's operating segments for the three and nine months ended September 30, 2025 and 2024.

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Operating revenues from external customers 23,930 49,709 32,635 62,443 — $ 168,717

22 unchanged sentences

Operating income (loss) $ 4,577 $ 2,788 $ 195 $ 3,201 $ ( 3,867 ) $ 6,894

Segment assets - as of June 30, 2025 $ 159,001 $ 162,974 $ 128,266 $ 65,391 $ — $ 515,632

Segment assets - as of September 30, 2025 $ 155,876 $ 159,937 $ 127,554 $ 66,755 $ — $ 510,122

Capital expenditures and plant turnaround costs $ 2,808 $ 2,217 $ 5,496 $ 523 $ — $ 11,044

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)

June 30, 2025

September 30, 2025

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.

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

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Operating revenues from external customers $ 67,883 $ 156,520 $ 125,467 $ 192,066 $ — $ 541,936

22 unchanged sentences

Operating income (loss) $ 9,687 $ 14,511 $ 13,880 $ 10,580 $ ( 12,479 ) $ 36,179

Segment assets - as of June 30, 2025 $ 159,001 $ 162,974 $ 128,266 $ 65,391 $ — $ 515,632

Segment assets - as of September 30, 2025 $ 155,876 $ 159,937 $ 127,554 $ 66,755 $ — $ 510,122

Capital expenditures and plant turnaround costs $ 5,655 $ 7,116 $ 8,824 $ 1,072 $ — $ 22,667

5 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

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

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Operating revenues from external customers $ 22,562 $ 56,506 $ 24,660 $ 67,206 $ — $ 170,934

22 unchanged sentences

Operating income (loss) $ 2,675 $ 8,583 $ 1,254 $ 3,881 $ ( 3,742 ) $ 12,651

Segment assets - as of June 30, 2024 $ 179,047 $ 164,571 $ 112,644 $ 78,816 $ — $ 535,078

Segment assets - as of September 30, 2024 $ 192,058 $ 166,448 $ 116,748 $ 79,503 $ — $ 554,757

Capital expenditures and plant turnaround costs $ 2,193 $ 1,929 $ 7,929 $ 484 $ — $ 12,535

5 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Operating revenues from external customers $ 67,454 $ 172,489 $ 95,533 $ 200,819 $ — $ 536,295

22 unchanged sentences

Operating income (loss) $ 9,634 $ 26,450 $ 12,402 $ 13,384 $ ( 11,397 ) $ 50,473

Segment assets - as of June 30, 2024 $ 179,047 $ 164,571 $ 112,644 $ 78,816 $ — $ 535,078

Segment assets - as of September 30, 2024 $ 192,058 $ 166,448 $ 116,748 $ 79,503 $ — $ 554,757

Capital expenditures and plant turnaround costs $ 11,318 $ 6,554 $ 22,826 $ 2,434 $ — $ 43,132

5 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

COMMITMENTS AND CONTINGENCIES

35 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.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Value Carrying

4 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

INVESTMENT IN DSM SEMICHEM LLC

10 unchanged sentences

Selected financial information for DSM is as follows:

As of June 30, Three Months Ended June 30,

As of September 30, Three Months Ended September 30,

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

DSM Semichem LLC $ 105,590 $ 28,530 $ 60,710 $ — $ 195

As of December 31, Three Months Ended June 30,

As of December 31, Three Months Ended September 30,

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

DSM Semichem LLC $ 105,773 $ 31,700 $ 68,513 $ — $( 1,369 )

As of June 30, Six Months Ended June 30,

As of September 30, Nine Months Ended September 30,

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

3 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

As of December 31, Six Months Ended June 30,

September 30, 2025

As of December 31, Nine Months Ended September 30,

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

6 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

1 unchanged sentence

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 $ 470 were recorded in income tax expense for the three months ended June 30, 2025 and 2024, respectively.

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 687 and $ 550 were recorded in income tax expense for the six months ended June 30, 2025 and 2024, respectively.

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 270 and $ 270 were recorded in income tax expense for the three months ended September 30, 2025 and 2024, respectively.

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 958 and $ 820 were recorded in income tax expense for the nine months ended September 30, 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 $ 1,814 and $ 1,302 , related to the operation of the Taxable Subsidiary, for the three months ended June 30, 2025 and 2024, resulted in an effective income tax rate ("ETR") of 64.50 % and 30.68 %, respectively.

Total income tax expense of $ 2,514 and $ 2,018 , related to the operation of the Taxable Subsidiary, for the six months ended June 30, 2025 and 2024, resulted in an ETR of 50.84 % and 22.94 %, respectively.

The increase in the ETR for the income taxes during the three and six months ended June 30, 2025 was primarily due to an increase in permanent differences and a decrease in income before income taxes, compared to the same period in 2024.

The increase in the provision for income taxes for both the three and six months ended June 30, 2025, compared to the same period in 2024, was primarily due to an increase in permanent differences in the current period.

A current federal income tax expense of $ 1,514 and $ 786 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended June 30, 2025 and 2024, respectively.

A current federal income tax expense of $ 2,235 and $ 1,576 , related to the operation of the Taxable Subsidiary, was recorded for the six months ended June 30, 2025 and 2024, respectively.

A current state income tax expense of $ 240 and $ 165 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended June 30, 2025 and 2024, respectively.

A current state income tax expense of $ 433 and $ 416 , related to the operation of the Taxable Subsidiary, was recorded for the six months ended June 30, 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.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Total income tax expense of $ 445 and $ 796 , related to the operation of the Taxable Subsidiary, for the three months ended September 30, 2025 and 2024, resulted in an effective income tax rate ("ETR") of 18.68 % and 33.36 %, respectively.

Total income tax expense of $ 2,958 and $ 2,814 , related to the operation of the Taxable Subsidiary, for the nine months ended September 30, 2025 and 2024, resulted in an ETR of 40.38 % and 25.17 %, respectively.

On July 4, 2025, Congress enacted the One Big Beautiful Bill Act ("OBBBA").

The new legislation resulted in a discrete deferred income tax expense of $ 570 related to the reinstatement of 100% bonus depreciation for qualified property placed in service after January 19, 2025 and the favorable provision that modifies the deductibility of interest expense by excluding amortization and depreciation from the Adjusted Taxable Income (ATI) calculation for purposes of Section 163j.

The decrease in the provision for income taxes and the ETR for the income taxes during the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to a decrease in permanent differences and a reduction in estimated current taxable income resulting from favorable impacts of the OBBBA legislation, offset in part by the one-time discrete income tax expense for the revaluation of deferred tax assets and liabilities as a result of the enactment of the OBBBA.

The increase in the provision for income taxes and the ETR for the income taxes during the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase in permanent differences and the one-time discrete income tax expense for the revaluation of deferred tax assets and liabilities as a result of the enactment of the OBBBA, offset in part by a reduction in current estimated taxable income resulting from favorable impacts of the OBBBA legislation.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

June 30, 2025

September 30, 2025

A current federal income tax expense (benefit) of $( 520 ) and $ 471 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended September 30, 2025 and 2024, respectively.

A current federal income tax expense of $ 1,715 and $ 2,047 , related to the operation of the Taxable Subsidiary, was recorded for the nine months ended September 30, 2025 and 2024, respectively.

A current state income tax expense of $ 119 and $ 194 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended September 30, 2025 and 2024, respectively.

A current state income tax expense of $ 552 and $ 610 , related to the operation of the Taxable Subsidiary, was recorded for the nine months ended September 30, 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.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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 $ 60 and $ 351 was recorded for the three months ended June 30, 2025 and 2024, respectively.

A deferred tax expense (benefit) related to the MTI temporary differences of $( 154 ) and $ 26 was recorded for the six months ended June 30, 2025 and 2024, respectively.

A net deferred tax asset of $ 10,100 and $ 9,946 , related to the cumulative book and tax temporary differences, existed at June 30, 2025 and December 31, 2024, respectively.

A deferred tax expense related to the MTI temporary differences of $ 846 and $ 131 was recorded for the three months ended September 30, 2025 and 2024, respectively.

A deferred tax expense related to the MTI temporary differences of $ 691 and $ 157 was recorded for the nine months ended September 30, 2025 and 2024, respectively.

A net deferred tax asset of $ 9,255 and $ 9,946 , related to the cumulative book and tax temporary differences, existed at September 30, 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.

1 unchanged sentence

Quarterly Distribution.

On July 16, 2025, the Partnership declared a quarterly cash distribution of $ 0.005 per common unit for the second quarter of 2025, or $ 0.020 per common unit on an annualized basis, which will be paid on August 14, 2025, to unitholders of record as of August 7, 2025.

One Big Beautiful Bill Act.

On July 4, 2025, federal legislation commonly referred to as the “One Big Beautiful Bill Act” was enacted, resulting in changes to U.S.

federal income tax law.

Pursuant to ASC 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment.

As such, this legislation constitutes a non-recognized subsequent event with respect to the Partnership’s financial statements for the period ended June 30, 2025.

The Partnership has preliminarily assessed the impact of the legislation and expects an immaterial net increase in income tax expense related to the Partnership's Taxable Subsidiary in the third quarter of 2025.

On October 15, 2025, the Partnership declared a quarterly cash distribution of $ 0.005 per common unit for the third quarter of 2025, or $ 0.020 per common unit on an annualized basis, which will be paid on November 14, 2025, to unitholders of record as of November 7, 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