What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-23 compared with 2025-02-24 · 91 added, 90 removed, 550 unchanged (25% of the section changed)

References in this annual report to "we," "ours," "us" or like terms when used in a historical context refer to the assets and operations of Martin Resource Management Corporation's business contributed to us in connection with our initial public offering on November 6, 2002.

References in this Annual Report on Form 10-K for the year ended December 31, 2025 (this "Annual Report") to "we," "ours," "us" or like terms when used in a historical context refer to the assets and operations of Martin Resource Management Corporation's business contributed to us in connection with our initial public offering on November 6, 2002.

References in this Annual Report to "Martin Resource Management Corporation" refer to Martin Resource Management Corporation and its subsidiaries, unless the context otherwise requires.

4 unchanged sentences

Forward-Looking Statements

This Annual Report on Form 10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

This Annual Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Statements included in this Annual Report that are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto), are forward-looking statements.

54 unchanged sentences

Gulf Coast and southeastern U.S.

Our marine transportation assets include 27 inland marine tank barges, 15 inland push boats and one articulated offshore tug and barge unit that primarily operate coastwise along the Gulf of Mexico and on the U.S.

inland waterway system, primarily between domestic ports along the Gulf of Mexico, the Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.

inland waterway system, primarily between domestic ports along the Gulf of America, the Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.

Our "refinery and petrochemical services" model is focused on transportation of heavy tank bottoms (by-products) and other petroleum products, hauling NGLs, molten sulfur, sulfuric acid, paper mill liquids, chemicals, and numerous other bulk liquid commodities from refineries and petrochemical production locations to end markets.

17 unchanged sentences

Significant Recent Developments

Termination of Merger Agreement.

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

On December 26, 2024, Martin Resource Management Corporation and the Partnership (with the approval of the conflicts committee (the “Conflicts Committee”) of the board of directors of MMGP (the “Board of Directors”)) entered into a termination agreement (the “Termination Agreement”), pursuant to which the Merger Agreement was terminated.

As a result, the Merger Agreement has no further force and effect.

As a result of the termination of the Merger Agreement, the special meeting of the unitholders of the Partnership, which was to be held on December 30, 2024 for the purpose of voting on the Merger Agreement and the Merger, was cancelled.

Electronic Level Sulfuric Acid Joint Venture.

On October 19, 2022, Martin ELSA Investment LLC, our affiliate, entered into definitive agreements with Samsung C&T America, Inc.

and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM Semichem LLC (“DSM”).

DSM will produce and distribute electronic level sulfuric acid (“ELSA”).

By leveraging our existing assets located in Plainview, Texas and installing additional facilities (the “ELSA Facility”) as required, DSM will produce ELSA that meets the strict quality standards required by the recent advances in semiconductor manufacturing.

In addition to owning a 10% non-controlling interest in DSM, we will be the exclusive provider of feedstock to the ELSA Facility.

We, through our affiliate Martin Transport, Inc.

("MTI"), will also provide land transportation services for the ELSA produced by DSM.

On April 1, 2024, we contributed $6.5 million to DSM, which represents the cash contribution required pursuant to DSM's limited liability agreement for our 10% non-controlling interest.

Also, in conjunction with the formation of DSM, we contributed approximately 22 acres of land.

As of December 31, 2024, we have funded approximately $27.6 million toward ELSA related project costs.

Tariffs and Trading Relationships.

In April 2025, the U.S.

government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with those countries which the United States has the largest trade deficits, including China.

Increased tariffs by the United States have led, and may continue to lead, to the imposition of retaliatory tariffs by foreign jurisdictions.

Additionally, the U.S.

government announced and rescinded multiple tariffs on several foreign jurisdictions, which increased uncertainty regarding the ultimate effect of the tariffs on economic conditions.

In August 2025, however, the U.S.

Court of Appeals for the Federal Circuit ruled that the tariffs imposed under the Trump Administration exceed presidential authority and therefore are invalid, and in February 2026, the U.S.

Supreme Court affirmed such decision.

Following the ruling, the Trump administration signed an executive order imposing a 10% “global tariff” and later indicated an intention to increase such “global tariff” to 15%, effective immediately, using presidential powers under certain U.S.

If implemented, such tariffs can remain in effect for up to 150 days, which may be extended by the U.S.

The Trump Administration may continue to impose additional tariffs under other U.S.

Any future tariffs and current uncertainties about tariffs and their effects on trading relationships may affect the cost and availability of raw materials and contribute to inflation in the markets in which we operate.

Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.

Subsequent Events

1 unchanged sentence

On January 22, 2026, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2025, or $0.02 per common unit on an annualized basis, which was paid on February 13, 2026 to unitholders of record as of February 6, 2026.

Amendment to Credit Facility.

On February 13, 2025, we entered into an amendment (the “credit facility amendment”) to the credit facility (as defined below) to amended the interest coverage ratio and first lien leverage ratios for the fiscal quarters ending March 31, 2025, June 30, 2025 and September 30, 2025.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Our Indebtedness — Credit Facility.”

2025 Phantom Unit Plan .

On February 11, 2025, the Board of Directors and the compensation committee of the Board of Directors (the "Compensation Committee") approved the Martin Midstream Partners L.P.

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

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

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

Our Growth Strategy

37 unchanged sentences

Members of our executive management team and the heads of our principal business lines have a significant amount of experience in the industries in which we operate.

Our management team's experience and familiarity with our industry and businesses are important assets that assist us in implementing our business strategies.

Our management team's experience and familiarity with our industry and businesses are important assets that assist us in

implementing our business strategies.

In addition, members of our senior management hold significant limited and general partner interests in us, which we believe aligns incentives with our investors.

Strong Parent Support .

Martin Resource Management Corporation, owner of our general partner, which is privately owned, assumes a significant amount of the working capital demands and margin risk, providing stable fee-based cash flows to our limited partners.

Martin Resource Management Corporation, owner of our general partner, which is privately owned, assumes a significant amount of the working capital demands and margin risk as the counterparty to many of our fee-based contracts, providing stable fee-based cash flows to our limited partners.

Terminalling and Storage Segment

13 unchanged sentences

We own asphalt terminals in each of Hondo, South Houston, and Port Neches, Texas and Omaha, Nebraska, each dedicated to a subsidiary of Martin Resource Management Corporation through a terminalling service agreement based on throughput rates.

In Beaumont, Texas, we own a terminal ("Spindletop Terminal") where we receive natural gasoline via pipeline, store the natural gasoline in our above-ground tank, and then ship the product to our customers via other pipelines to which the

facility is connected.

Our fees for the use of this facility are based on the volume of barrels shipped from the terminal under a take-or-pay arrangement that includes a provision for minimum volume throughput requirements.

4 unchanged sentences

Beaumont, Texas 526,000 Molten sulfur, formed sulfur, ammonia, asphalt, fuel oil, crude oil and sulfur-based fertilizer Marine terminal, loading/unloading for vessels, barges, railcars and trucks

1 The terminal is located on land owned by the Tampa Port Authority that was leased to us under a lease that expires in December 2026.

1 The Tampa terminal is located on land owned by the Tampa Port Authority that was leased to us under a lease that expires in December 2026.

2 The Neches terminal is a deep water marine terminal located near Beaumont, Texas, on approximately 50 acres of land owned by us, and an additional 96 acres leased to us under terms of a 20-year lease that commenced on May 1, 2014 with three five-year options.

3 unchanged sentences

161,000 of crude bulk storage;

647,000 of lubricant storage Naphthenic lubricants, distillates, asphalt, crude oil Naphthenic rude refining facility

645,000 of lubricant storage Naphthenic lubricants, distillates, asphalt, crude oil Naphthenic crude refining facility

Hondo Asphalt Hondo, Texas 182,000 Asphalt Asphalt processing and storage

34 unchanged sentences

that provide storage and handling services for lubricants and fuel oil.

The following is a summary description of our fuel and lubricant terminals at:

The following is a summary description of our fuel and lubricant terminals:

Terminal Location Aggregate Capacity (barrels)

11 unchanged sentences

Sabine Pass, Texas — September 2036

1 This terminal is currently in caretaker status.

1 A portion of this terminal is owned.

2 These terminals are currently in caretaker status.

Underground NGL Storage Terminal Operations

Our underground NGL terminalling assets have storage and logistics capabilities for NGLs purchased primarily from major domestic oil refiners and natural gas processors.

This facility has a capacity of 2.3 million barrels for NGLs along with a railcar facility with the capacity to handle up to 24 railcars per day.

This facility has a capacity of 2.3 million barrels for NGLs along with a railcar facility that includes a loading/unloading rack with connections for 30 cars and the ability to load or unload multiple products at a time.

These operations support the NGL marketing efforts in our specialty products division and at Martin Resource Management Corporation.

41 unchanged sentences

We utilize a fleet of inland and offshore tows that provide marine transportation of petroleum products and by-products produced in oil refining.

Our marine transportation business operates coastwise along the Gulf of Mexico and the east coast of the U.S., as well as on the U.S.

inland waterway system, primarily between domestic ports along the Gulf of Mexico, Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.

Our marine transportation business operates coastwise along the Gulf of America and the east coast of the U.S., as well as on the U.S.

inland waterway system, primarily between domestic ports along the Gulf of America, Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.

Our inland tows generally consist of one push boat and one to three tank barges, depending upon the horsepower of the push boat, the river or canal capacity and conditions, and customer requirements.

23 unchanged sentences

Gulf Coast, and transport it by inland and offshore barges, railcars and trucks.

In the U.S., recovered sulfur is mainly kept in liquid form from the point of production to the point of usage at an

elevated temperature of approximately 275 degrees Fahrenheit.

In the U.S., recovered sulfur is mainly kept in liquid form from the point of production to the point of usage at an elevated temperature of approximately 275 degrees Fahrenheit.

We have the necessary assets and expertise to handle the unique requirements for transportation and storage of molten sulfur.

2 unchanged sentences

We operate a sulfur forming facility in Beaumont, Texas, which is used to convert molten sulfur into solid form (prills/granules).

The Beaumont facility is equipped with two wet prill units and one granulation unit capable of processing a combined 5,500 metric tons of molten sulfur per day.

The Beaumont facility is equipped with two wet prill units and one granulation unit capable of processing a combined 5,500 short tons of molten sulfur per day.

Formed sulfur is stored in bulk until sold into local or international agricultural markets.

14 unchanged sentences

We package these custom grade products under both proprietary and private labels and sell them to major distributors and retail customers.

Our ammonium sulfate plant produces approximately 400 tons per day of quality ammonium sulfate and is marketed to our customers throughout the U.S.

Our ammonium sulfate plant produces approximately 400 short tons per day of quality ammonium sulfate and is marketed to our customers throughout the U.S.

• Liquid sulfur products.

20 unchanged sentences

This facility processes molten sulfur to produce a dedicated supply of raw material sulfuric acid to our ammonium sulfate production plant.

The sulfuric acid produced and not consumed by the captive ammonium sulfate production is sold to third parties or converted into oleum (otherwise known as fuming sulfuric acid) and utilized by DSM to produce ultra-pure electronic level sulfuric acid for the semiconductor manufacturing industry.

The sulfuric acid produced and not consumed by the captive ammonium sulfate production is sold to third parties or converted into oleum (otherwise known as fuming sulfuric acid) and utilized by DSM Semichem LLC ("DSM") to produce ultra-pure electronic level sulfuric acid for the semiconductor manufacturing industry.

Electronic Level Sulfuric Acid Joint Venture.

On October 19, 2022, Martin ELSA Investment LLC, our affiliate, entered into definitive agreements with Samsung C&T America, Inc.

and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM.

DSM will produce and distribute electronic level sulfuric acid (“ELSA”).

In addition to owning a 10% non-controlling interest in DSM, we will be the exclusive provider of feedstock to the ELSA Facility.

We, through our affiliate Martin Transport, Inc.

("MTI"), will also provide land transportation services for the ELSA produced by DSM.

We own the following marine assets and use them to transport molten sulfur between U.S.

7 unchanged sentences

Terminal Location Daily Production Capacity Products Stored

Neches Beaumont, Texas 5,500 metric tons per day Molten, prilled and granulated sulfur

Neches Beaumont, Texas 5,500 short tons per day Molten, prilled and granulated sulfur

We own the following manufacturing plants as part of our sulfur services business:

Facility Location Annual Capacity Description

Fertilizer plant Plainview, Texas 150,000 tons Fertilizer production

Fertilizer plant Beaumont, Texas 146,000 tons Liquid sulfur fertilizer production

Fertilizer plant Odessa, Texas 35,000 tons Dry sulfur fertilizer production

Fertilizer plant Seneca, Illinois 36,000 tons Dry sulfur fertilizer production

Fertilizer plant Cactus, Texas 20,000 tons Dry sulfur fertilizer production

Industrial sulfur plant Nash, Texas 18,000 tons Emulsified sulfur production

Sulfuric acid plant Plainview, Texas 150,000 tons Sulfuric acid production

Fertilizer plant Plainview, Texas 150,000 short tons Fertilizer production

Fertilizer plant Beaumont, Texas 180,000 short tons Liquid sulfur fertilizer production

Fertilizer plant Odessa, Texas 15,000 short tons Dry sulfur fertilizer production

Fertilizer plant Seneca, Illinois 36,000 short tons Dry sulfur fertilizer production

Fertilizer plant Cactus, Texas 20,000 short tons Dry sulfur fertilizer production

Industrial sulfur plant Nash, Texas 18,000 short tons Emulsified sulfur production

Sulfuric acid plant Plainview, Texas 150,000 short tons Sulfuric acid production

We own the LaForce/Margaret Sue articulated tug and barge unit, which is one of four vessels currently used to transport molten sulfur between U.S.

ports on the Gulf of Mexico and Tampa, Florida.

ports on the Gulf of America and Tampa, Florida.

Phosphate fertilizer manufacturers consume a majority of the sulfur produced in the U.S., which they purchase directly from both producers and resellers.

19 unchanged sentences

Phoenix, Arizona 6 million pounds of production capacity Commercial and industrial greases Grease manufacturing and packaging facility

1 This terminal contains a warehouse owned by third parties and leased under a lease that expires in December 2025 and can be extended by us for one five-year period.

1 This terminal contains a warehouse owned by third parties and leased under a lease that expires in December 2030.

2 This terminal contains a warehouse owned by third parties and leased under a lease that expires in October 2029.

23 unchanged sentences

Spindletop storage facility Beaumont, Texas 91,000 barrels Above ground storage tank and pipeline connections

The level of NGL supply and demand is subject to changes in domestic production, weather, inventory levels and other factors.

The level of NGL supply and demand is subject to changes in domestic production, weather, inventory levels, exports and other factors.

While production is not seasonal, residential, refinery, and wholesale demand is highly seasonal.

27 unchanged sentences

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

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

The Conflicts Committee will review and approve future

adjustments in the reimbursement amount for indirect expenses, if any, annually.

For each of the years ended December 31, 2025 and 2024, the Board of Directors of our general partner (the "Board of Directors") approved a reimbursement amount of $13.5 million, reflecting our allocable share of such expenses.

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

These indirect expenses covered the centralized corporate functions Martin Resource Management Corporation provides for us, su ch as accounting, treasury, clerical, engineering, legal, billing, information technology, administration of insurance, environmental and safety compliance, general office expenses and employee benefit plans and other general corporate overhead functions we share with Martin R esource Management Corporation’s retained businesses.

5 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence."

We have been and anticipate that we will continue to be both a significant customer and supplier of products and services offered by Martin Resource Management Corporation.

We are and anticipate we will continue to be both an important supplier to and customer of Martin Resource Management Corporation.

In the aggregate, our purchases from Martin Resource Management Corporation accounted for approximately 25% and 27% of our total costs and expenses for each of the years ended December 31, 2025 and 2024, respectively.

Correspondingly, Martin Resource Management Corporation is one of our significant customers.

Our sales to Martin Resource Management Corporation accounted for approximately 15% and 14% of our total revenues for each of the years ended December 31, 2024 and 2023, respectively.

Our sales to Martin Resource Management Corporation accounted for approximately 15% of our total revenues for each of the years ended December 31, 2025 and 2024, respectively.

For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please see "Item 13.

12 unchanged sentences

Loss of, or damage to, our vessels and cargo is insured through hull and cargo insurance policies.

Vessel operating liabilities such as collision, cargo, environmental and personal injury are insured primarily through our participation in mutual insurance associations, commonly referred to as a P&I Club, which provides protection and indemnity insurance, and other insurance arrangements.

Vessel operating liabilities such as collision, allision, cargo, environmental and personal injury are insured primarily through our participation in mutual insurance associations, commonly referred to as a P&I Club, which provides protection and indemnity insurance, and other insurance arrangements.

Such membership potentially exposes us to assessments, and/or calls, in the event claims by us or other members exceed available funds and insurance.

11 unchanged sentences

and imposing substantial liabilities on us for pollution resulting from our operations.

Many environmental laws and regulations can impose joint and several, strict liability, and any failure to comply with environmental laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of investigatory and remedial obligations, and, in some circumstances, the issuance of injunctions that can limit or prohibit our operations.

Many environmental laws and regulations impose strict liability and, in some cases, joint and several liability, and failure to comply with such laws and regulations may result in administrative, civil, and criminal penalties, investigatory and remedial obligations, and, in some circumstances, injunctions that could limit or prohibit our operations.

The trend in environmental regulation in previous years has been to place more restrictions and limitations on activities that may affect the environment, and, thus, any changes in environmental laws and regulations that result in more stringent and costly pollutant control or waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.

Moreover, there is inherent risk of incurring significant environmental costs and liabilities in the performance of our operations due to our handling of petroleum products and by-products, chemical substances, and wastes as well as the accidental release or spill of such materials into the environment.

Consequently, we cannot provide assurance that we will not incur significant costs and liabilities as result of such handling practices, releases or spills, including those relating to claims for damage to property and persons.

Consequently, we cannot provide assurance that we will not incur significant costs and liabilities as a result of such handling practices, releases or spills, including those relating to claims for damage to property and persons.

In the event of future increases in costs, we may be unable to pass on those increases to our customers.

1 unchanged sentence

The Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, ("CERCLA"), also known as the "Superfund" law, and similar state laws, impose liability without regard to fault or the legality of the original conduct, on certain classes of "responsible persons," including the owner or operator of a site where regulated hazardous substances have been released into the environment and companies that disposed or arranged for the disposal of the hazardous substances found at such site.

Under CERCLA, these responsible persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources, and for the costs of certain health studies, and it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances into the environment.

Under CERCLA, such responsible persons may be subject to strict liability and, in some cases, joint and several liability for the costs of cleaning up hazardous substances that have been released into the environment, for damages to natural resources, and for the costs of certain health studies.

It is also not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances into the environment.

Although certain hydrocarbons are not subject to CERCLA’s reach because "petroleum" is excluded from CERCLA’s definition of a "hazardous substance," in the course of our ordinary operations we will generate wastes that may fall within the definition of a "hazardous substance." In addition, some state counterparts to CERCLA tie liability to a broader set of substances than does CERCLA.

8 unchanged sentences

In addition, a number of these properties have been operated by third parties over whom we had no control as to such entities’ handling of petroleum, petroleum by-products or other wastes and the manner in which such substances may have been disposed of or released.

State and federal laws and regulations applicable to oil and natural gas wastes and properties have gradually become stricter and, under such laws and regulations, we could be required to remove or remediate previously disposed wastes or property contamination, including groundwater contamination, even under circumstances where such contamination resulted from past operations of third parties.

State and federal laws and regulations applicable to oil and natural gas wastes and properties have gradually become stricter and,

under such laws and regulations, we could be required to remove or remediate previously disposed wastes or property contamination, including groundwater contamination, even under circumstances where such contamination resulted from past operations of third parties.

Clean Air Act

10 unchanged sentences

The EPA regulates GHG emissions under existing provisions of the federal CAA.

In March 2024, the SEC finalized extensive climate-related disclosure rules that require U.S.

public companies to significantly expand climate-related disclosures in their SEC filings.

These rules have been subject to litigation and have been stayed pending judicial review and further action by the SEC.

States have also enacted climate-related disclosure rules, including California, which passed climate-related disclosure mandates broader than the SEC's final rules in September 2023.

The California rules have also been subject to litigation, which is ongoing.

Under the Paris Agreement, the U.S.

3 unchanged sentences

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

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

Pursuant to the terms of the Paris Agreement, the withdrawal took effect on January 27, 2026 and on January 7, 2026, it was announced that the United States will also withdraw from the United Nations Framework Convention on Climate Change.

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

withdrawal from the Paris Agreement.

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

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

To date, such requirements have not had a substantial effect upon our operations.

Still, new legislation or regulatory programs that restrict emissions of GHGs in areas in which we conduct business could adversely affect our operations and demand for our services.

In January 2025, however, President Trump signed a series of executive orders that call upon the EPA to submit a report on the continuing applicability of its endangerment finding for GHGs under the Clean Air Act, direct federal executive departments and agencies to initiate a regulatory freeze for certain rules that have not taken effect, pending review by the newly appointed agency head, direct federal

agencies to identify and exercise emergency authorities to facilitate conventional energy production, transportation, and refining, and mandate a review of existing regulations that may burden domestic energy development.

Thus, the future of the new methane and waste emission charge rules, as well as the regulation of GHGs by the federal government, is unclear at this time.

Climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, wildfires, the arability of farmland, and water availability and quality.

Under the Trump Administration, there has been a shift away from the previous administration’s GHG program.

For example, the methane emissions charge regulations were repealed in March 2025 and the imposition of the charge under the 2022 tax legislation was postponed until 2034 under the One Big Beautiful Bill Act of July 2025 ("OBBBA").

Though the methane emissions change regulations were repealed in March 2025, the legislation did not repeal the tax itself.

In July 2025, the EPA released a proposed rule which would rescind its 2009 finding under the Clean Air Act that GHGs endanger the public health and welfare of current and future generations.

The final draft rule of which was sent to the White House Office of Management and Budget for review in January 2026.

In September 2025, the EPA announced a proposal to end the GHG Reporting Program for all sectors except petroleum and natural gas systems (excluding reporting for natural gas distribution, which would also be eliminated under the proposal) and deferring reporting for petroleum and natural gas systems until 2034.

In December 2025, the EPA issued a final rule extending several compliance deadlines and timeframes associated with the 2024 methane rules.

Climate change could have an effect on the severity of weather events (including hurricanes and floods), sea levels, wildfires, the arability of farmland, and water availability and quality.

If such effects were to occur, our operations have the potential to be adversely affected.

6 unchanged sentences

Pursuant to the Clean Water Act and similar state laws, a National Pollutant Discharge Elimination System permit, or a state permit, or both, must be obtained to discharge pollutants into federal and state waters.

In addition, the Clean Water Act and comparable state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff.

In addition, the Clean Water Act and analogous state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff.

Furthermore, the Clean Water Act potentially requires individual permits or qualification for nationwide permits for activities that involve the discharge of dredged or fill material into waters of the U.S.

Under the Obama administration, the EPA promulgated a set of rules that included a comprehensive regulatory overhaul of defining “waters of the United States” for the purposes of determining federal jurisdiction.

The Trump administration signaled its intent to repeal and replace the Obama-era rules.

In accordance with this intent, the EPA promulgated a rule in early 2018 that postponed the effectiveness of the Obama-era rules until 2020.

Thereafter, the EPA proposed a new set of rules that would narrow the Clean Water Act’s jurisdiction, which were finalized on April 21, 2020.

That set of rules was vacated by decisions in the U.S.

federal district courts in New Mexico and Arizona, and on November 18, 2021, the EPA released a proposal to reestablish the pre-2015 definition of “waters of the United States” which will become effective upon finalization and publication.

On December 30, 2022, the EPA and the U.S.

Army Corps of Engineers announced the final “Revised Definition of ‘waters of the United States”’ rule, which was published on January 18, 2023, and became effective on March 20, 2023.

However, on May 25, 2023, the U.S.

Supreme Court issued a decision limiting the scope of federal jurisdiction over wetlands, and on August 29, 2023, the EPA issued a final rule that seeks to conform with the Supreme Court decision.

The definition of “waters of the United States” for purposes of determining federal jurisdiction under the Clean Water Act has expanded and contracted with changes in presidential administrations and has been the subject of a series of U.S.

Supreme Court decisions.

For example, in March 2025, the EPA and the U.S.

Army Corps of Engineers issued a new guidance memorandum regarding the revised definition of “waters of the United States” under the 2023 U.S.

Supreme Court decision, and in November 2025, proposed a new rule narrowing the definition of “waters of the United States.” If this proposed rule is finalized, it may be subject to litigation.

To the extent that any future Supreme Court decisions or final rules expand the scope of the Clean Water Act's jurisdiction, we could face increased costs and delays with respect to permitting.

32 unchanged sentences

This requirement significantly increases operating costs of U.S.-flagged vessel operations compared to foreign-flagged vessel operations.

Certain foreign governments subsidize their nations’ shipyards.

This results in lower shipyard costs both for new vessels and repairs than those paid by U.S.-flagged vessel owners.

In addition, certain foreign governments subsidize their nations’ shipyards resulting in lower costs at the shipyard both for new vessels and repairs than those paid at U.S.

Coast Guard and American Bureau of Shipping maintain a stringent regimen of vessel inspections, which tends to result in higher regulatory compliance costs for U.S.-flagged operators than for owners of vessels registered under foreign flags of convenience.

19 unchanged sentences

or limits on vehicle weight and size.

Moreover, various legislative proposals are occasionally introduced, including proposals to increase federal, state, or local taxes

on motor fuels, among other things, which may increase our costs or adversely impact the recruitment of drivers.

We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.

Moreover, various legislative proposals are occasionally introduced, including proposals to increase federal, state, or local taxes on motor fuels, among other things, which may increase our costs or adversely impact the recruitment of drivers.

We cannot predict whether, or in what form, any increase in such taxes or regulatory or legislative changes applicable to us will be enacted.

Human Capital

2 unchanged sentences

These services include centralized corporate functions, such as accounting, treasury, engineering, information technology, insurance, administration of employee benefit plans and other corporate services.

Martin Resource Management Corporation has approximately 1,679 employees of which 1,160 individuals, including 58 individuals represented by labor unions, provide direct support to our operations as of December 31, 2024.

Martin Resource Management Corporation has approximately 1,723 employees of which 1,311 individuals, including 59 individuals represented by labor unions, provide direct support to our

operations as of December 31, 2025.

Martin Resource Management Corporation employees are responsible for conducting our business and operating our assets on our behalf.

In addition, we benefit from our relationship with Martin Resource Management Corporation through access to a significant pool of management expertise and established relationships throughout the energy industry.

Financial Information about Segments

Information regarding our operating revenues and identifiable assets attributable to each of our segments is presented in Note 18 to our consolidated financial statements included in this Annual Report on Form 10-K.

Information regarding our operating revenues and identifiable assets attributable to each of our segments is presented in Note 17 to our consolidated financial statements included in this Annual Report.

Access to Public Filings

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business