What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-23 compared with 2025-02-24 · 82 added, 61 removed, 682 unchanged (17% of the section changed)

42 unchanged sentences

Changes in U.S.

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

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

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

3 unchanged sentences

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

Our adoption and use of artificial intelligence technologies present operational, legal and compliance risks that could increase our costs and expose us to liability.

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

20 unchanged sentences

If the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.

Unitholders may be required to pay taxes on income from us, including their share of income from the cancellation of debt, even if they do not receive any cash distributions from us.

Unitholders may be required to pay taxes on income from us, even if they do not receive any cash distributions from us.

Tax gain or loss on the disposition of our common units could be different than expected.

55 unchanged sentences

• the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production

As a result of the decline in commodity prices over the last several years, offshore development activity in the Gulf of Mexico declined substantially, diminishing demand for our terminalling and storage services.

As a result of the decline in commodity prices over the last several years, offshore development activity in the Gulf of America declined substantially, diminishing demand for our terminalling and storage services.

We can offer no assurance whether or when those activity levels will improve.

24 unchanged sentences

Based on our floating rate debt outstanding as of December 31, 2025, a 100 basis point increase in interest rates on this amount of debt would result in an increase in interest expense and a corresponding decrease in net income of approximately $0.4 million annually.

We are exposed to counterparty risk in our credit facility and hedging agreements, and we may not be able to access funds under our credit facility if there is a default.

We are exposed to counterparty risk in our credit facility and we may not be able to access funds under our credit facility if there is a default.

We rely on our credit facility to assist in financing a significant portion of our working capital, acquisitions and capital expenditures.

6 unchanged sentences

If the cash generated from our operations or the funds we are able to obtain under our credit facility or other sources of liquidity are not sufficient to meet our capital requirements, then we may need to delay or abandon capital projects or other business opportunities, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, we have from time to time entered into hedging agreements to manage our interest rate and commodity risk exposure.

If the counterparties fail to honor their commitments, we could experience higher interest rates or commodity price risk, which could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to counterparty credit risk.

13 unchanged sentences

• difficulties resulting from our integration of the operations, systems and management of the acquired business;

• an unexpected diversion of our management's attention from other operations.

• an unexpected diversion of our management's attention from our other operations.

If any future acquisitions are unsuccessful or result in unanticipated events or if we are unable to successfully integrate acquisitions into our existing operations, such acquisitions could adversely affect our results of operations, cash flow and ability to make distributions to our unitholders.

4 unchanged sentences

As a result, our operations, as well as the operations of our customers, are subject to a series of regulatory, political, financial, and litigation risks associated with the processing, terminalling, storage, and transportation of fossil fuels, petroleum products, and emission of GHGs.

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.

In the U.S., no comprehensive climate change legislation has been implemented at the federal level.

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

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

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

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

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 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.

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

6 unchanged sentences

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

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

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.

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

However, on January 20, 2025, 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 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.

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

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

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

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

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

For example, the federal tax legislation enacted in 2022, includes incentives

to increase renewable energy, such as wind and solar electric generation, and encourages consumers to use these alternative energy sources.

However, disbursements under the IRA have been paused by the Trump Administration.

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

21 unchanged sentences

Adverse weather conditions, including droughts, hurricanes, tropical storms, ice storms, extreme cold weather and other severe weather, exacerbated by climate change, could reduce our results of operations and ability to make distributions to our unitholders.

Our distribution network and operations are primarily concentrated in the Gulf Coast region of the U.S.

Our operations are primarily concentrated in the Gulf Coast region of the U.S.

and along the Mississippi River inland waterway.

1 unchanged sentence

Our marine transportation operations can be significantly delayed, impaired or postponed by adverse weather conditions, such as fog in the winter and spring months and certain river conditions.

Additionally, our marine transportation operations and our assets in the Gulf of Mexico, including our barges, push boats, tugboats and terminals, can be adversely impacted or damaged by hurricanes, tropical storms, tidal waves or other related events.

Demand for our lubricants and the diesel fuel we throughput in our Terminalling and Storage segment can be affected if offshore drilling operations are disrupted by weather in the Gulf of Mexico.

Additionally, our marine transportation operations and our assets in the Gulf of America, including our barges, push boats, tugboats and terminals, can be adversely impacted or damaged by hurricanes, tropical storms, tidal waves or other related events.

Demand for our lubricants and the diesel fuel we throughput in our Terminalling and Storage segment can be affected if offshore drilling operations are disrupted by weather in the Gulf of America.

In addition, our assets are vulnerable to winter storms and extreme cold weather.

For example, in February 2021, we experienced Winter Storm Uri ("Uri"), an unprecedented storm bringing extreme cold temperatures and freezing precipitation to Texas and the surrounding areas, which resulted in Gulf Coast refineries running at reduced rates or halting operations entirely.

For example, in February 2021, we were negatively impacted by Winter Storm Uri ("Uri"), an unprecedented storm bringing extreme cold temperatures and freezing precipitation to Texas and the surrounding areas, which resulted in Gulf Coast refineries running at reduced rates or

halting operations entirely.

The majority of the impact we experienced was centered around our transportation and sulfur services segments, where we saw reduced activity due to Uri's impact on Gulf Coast refinery utilization.

Additionally, our Smackover Refinery was down approximately nine days due to Uri, during which time we began preparations for the previously scheduled turnaround in March of 2021.

Additionally, our Smackover Refinery was down approximately nine days due to Uri.

National weather conditions have a substantial impact on the demand for our products.

22 unchanged sentences

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

In addition, our liquidity

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

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

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

2 unchanged sentences

Our impairment analyses for long-lived assets require management to apply judgment in evaluating whether events and circumstances are present that indicate an impairment may have occurred.

If we believe an impairment may have occurred judgments are then applied in estimating future cash flows and useful lives, as well as assessing the probability of different outcomes.

If we believe an impairment may have occurred, judgments are then applied in estimating future cash flows

and useful lives, as well as assessing the probability of different outcomes.

To perform the impairment assessment for goodwill, we use a discounted cash flow analysis, supplemented by a market approach analysis.

10 unchanged sentences

Decreasing energy prices could adversely affect our results of operations.

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

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

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

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

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

16 unchanged sentences

For example, current low prices for natural gas combined with relatively high levels of natural gas in storage could result in curtailment or shut-in of natural gas production similar to the production shut-ins we experienced in 2020 due to the impacts of the COVID-19 pandemic.

Furthermore, in response to depressed commodity prices, many operators have announced substantial reductions in their estimated capital expenditures, rig count and completion crews.

Furthermore, in response to depressed commodity prices, many

operators have announced substantial reductions in their estimated capital expenditures, rig count and completion crews.

Reductions in exploration and production activity, competitor actions or shut-ins by producers in the areas in which we operate may prevent us from obtaining supplies of natural gas or crude oil to replace the natural decline in volumes from existing wells, which could result in reduced volumes through our facilities and reduced utilization of our assets.

14 unchanged sentences

Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, oftentimes requiring difficult and costly actions.

Many environmental laws and regulations can impose joint and several strict liability, and any failure to comply with environmental laws, regulations and permits 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.

The continuing trend in environmental regulation is 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 waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our operations and financial position.

Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.

Companies across all industries are facing increasing scrutiny from stakeholders related to their environmental, social, and governance (“ESG”) practices.

Investor advocacy groups, certain institutional investors, investment funds, and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.

Regardless of the industry, investors’ increased focus and activism related to ESG and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.

Companies that do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

Our stakeholders may require us to implement ESG procedures or standards in order to remain invested in us or before they may make further investments in us.

Additionally, we may face reputational challenges in the event our ESG procedures or standards do not meet the standards set by certain constituencies.

Many environmental laws and regulations impose strict liability and, in some cases, joint and several liability.

Failure to comply with such laws, regulations, and permits 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 continuing trend in environmental regulation is to place additional restrictions and limitations on activities that may affect the environment.

Accordingly, changes in environmental laws and regulations that impose more stringent or costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.

Increasing scrutiny and changing expectations from stakeholders with respect to our sustainability practices may impose additional costs on us or expose us to new or additional risks.

Companies across all industries are facing increasing scrutiny from stakeholders related to their sustainability practices.

Investor advocacy groups, certain institutional investors, investment funds, and other influential investors are also increasingly focused on sustainability practices and in recent years have placed increasing importance on the implications and social cost of their investments.

Regardless of the industry, investors’ increased focus and activism related to sustainability and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s sustainability practices.

Companies that do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for sustainability issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

Our stakeholders may require us to implement sustainability procedures or standards in order to remain invested in us or before they may make further investments in us.

Additionally, we may face reputational challenges in the event our sustainability procedures or standards do not meet the standards set by certain constituencies.

If we do not meet our stakeholders’ expectations, our business, ability to access capital, and/or our common unit price could be harmed.

Additionally, adverse effects upon the oil and gas industry related to the worldwide social and political environment, including uncertainty or instability resulting from climate change, changes in political leadership and environmental policies, changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of climate change and investors’ expectations regarding ESG matters, may also adversely affect demand for our services.

climate change and investors’ expectations regarding sustainability matters, may also adversely affect demand for our services.

Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business.

61 unchanged sentences

Changes in U.S.

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

For example, effective February

4, 2025, the U.S.

For example, in February 2025, the U.S.

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

from Mexico and Canada beginning in March 2025.

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

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.

The Trump Administration has since indicated its intention to impose a new 15% “global tariff.” In addition, from time to time, certain leaders in the U.S.

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

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

We cannot predict what additional changes to trade policy will be made by the Trump Administration or Congress, including whether existing tariff policies will be maintained or modified, what products

may be subject to such policies, or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.

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

35 unchanged sentences

Our customers who produce NGLs may develop their own systems to transport NGLs in lieu of using ours.

Our ability to renew or replace existing contracts with our customers at rates sufficient to maintain current revenues and cash flows could be adversely affected by the activities of our competitors and our customers.

Our ability to renew or replace existing contracts with our customers at rates sufficient to maintain current revenues and cash flows could be adversely

affected by the activities of our competitors and our customers.

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

4 unchanged sentences

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

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

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

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

12 unchanged sentences

We cannot predict the potential impact to our business or the energy industry resulting from additional regulations.

Our adoption and use of artificial intelligence (“AI”) technologies present operational, legal, and compliance risks that could increase our costs and expose us to liability.

We use, and expect to expand our use of, AI and machine learning tools across our operations.

These tools depend on data quality, model design, human oversight, and third-party software and services.

Evolving AI laws, regulations, standards, and contractual obligations may restrict certain use cases and increase compliance risk.

Although we maintain internal governance over new technologies, these measures cannot eliminate all risks, and failures could adversely affect our business, results of operations, reputation, and financial condition.

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

4 unchanged sentences

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

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

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

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

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

97 unchanged sentences

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

Martin Resource

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

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

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

19 unchanged sentences

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

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

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

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

20 unchanged sentences

At the state level, because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation.

For example, we are required to pay a Texas margin tax at a maximum effective rate of 0.525% of our gross income apportioned to Texas in the prior year.

For example, we are required to pay a Texas margin tax at a maximum effective

rate of 0.525% of our gross income apportioned to Texas in the prior year.

Imposition of any such tax on us by any other state will reduce the cash available for distribution to our unitholders.

7 unchanged sentences

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

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

activities as generating qualifying income.

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

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

21 unchanged sentences

Further, any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, federal income tax audits and judicial review of administrative adjustments by the IRS, will be binding on us and all of our unitholders.

Unitholders may be required to pay taxes on income from us, including their share of income from the cancellation of debt, even if they do not receive any cash distributions from us.

Unitholders may be required to pay taxes on income from us, even if they do not receive any cash distributions from us.

Unitholders may be required to pay federal income taxes and, in some cases, state, local and foreign income taxes on their share of our taxable income even if they receive no cash distributions from us.

3 unchanged sentences

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

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

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

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

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

23 unchanged sentences

Distributions to non-U.S.

persons will also be subject to a 10% withholding tax on the amount realized with respect to any distribution, and in the case of a distribution effected through a broker, the amount realized is the amount of any distribution in excess of our “cumulative net income.” As we do not compute our cumulative net income for such purposes due to the complexity of the calculation and lack of clarity in how it would apply to us, we intend to treat all of our distributions as being in excess of our cumulative net income for such purposes and subject to such 10% withholding tax.

excess of our “cumulative net income.” As we do not compute our cumulative net income for such purposes due to the complexity of the calculation and lack of clarity in how it would apply to us, we intend to treat all of our distributions as being in excess of our cumulative net income for such purposes and subject to such 10% withholding tax.

If a unitholder sells or otherwise disposes of a unit, the transferee is required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person, and we are required to deduct and withhold from the transferee amounts that should have been withheld by the transferee but were not withheld.

28 unchanged sentences

Unused losses may be deducted when the unitholder disposes of its entire investment in us in a fully taxable transaction with an unrelated party.

A unitholder's share of our net passive income may be offset by unused losses from us carried over from prior years but not by losses from other passive activities, including losses from other publicly traded partnerships.

Other limitations that may further restrict the deductibility of our losses by a unitholder include the at-risk rules, the excess loss limitation rules for non-corporate unitholders that applies until January 1, 2026, and the prohibition against loss allocations in excess of the unitholder's tax basis in its units.

A unitholder's share of our net passive income may be offset by unused losses from us carried over from prior years but not by losses from other

passive activities, including losses from other publicly traded partnerships.

Other limitations that may further restrict the deductibility of our losses by a unitholder include the at-risk rules, the excess business loss limitation rules for non-corporate unitholders, and the prohibition against loss allocations in excess of the unitholder's tax basis in its units.

We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred.

2 unchanged sentences

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

Therefore, the use of our

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

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

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

14 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 1A. Risk Factors