What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-23 compared with 2025-02-24 · 101 added, 107 removed, 408 unchanged (34% of the section changed)

11 unchanged sentences

Significant Recent Developments

Termination of Merger Agreement.

On October 3, 2024, the Partnership, Martin Resource Management Corporation, MMGP, and Merger Sub, entered into 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) entered into 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.

DSM will produce and distribute ELSA.

By leveraging our existing assets located in Plainview, Texas and installing 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 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 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.

The Trump Administration has since indicated its intention to impose a new 15% “global tariff.” Any future tariffs and current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials or 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.

For more information about the potential physical effects of climate change and environmental regulation on our business, see our environmental and climate change related risk factors in Section 1A “Risk Factors.”

2 unchanged sentences

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.

See “Liquidity and Capital Resources — Description of Our Indebtedness — Credit Facility” below.

2025 Phantom Unit Plan .

On February 11, 2025, the Board of Directors and the Compensation Committee approved 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.

Critical Accounting Policies and Estimates

34 unchanged sentences

In addition to the direct expenses payable to Martin Resource Management Corporation 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.

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

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

12 unchanged sentences

Adjusted EBITDA and Credit Adjusted EBITDA .

We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments, and transaction costs associated with business combination, merger, and divestiture activities.

We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments, transaction costs associated with business combination, merger, and divestiture activities, equity in earnings (loss) from unconsolidated entities, and non-cash contractual revenue deferral adjustments.

Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others, to assess:

2 unchanged sentences

• our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing methods or capital structure.

We define Credit Adjusted EBITDA as Adjusted EBITDA excluding net income (loss) and the lower of cost or net realizable value and other non-cash adjustments associated with the butane optimization business, which we exited during the second quarter of 2023.

We define Credit Adjusted EBITDA as Adjusted EBITDA plus pro forma adjustments associated with business combinations or material projects and capitalized interest.

Credit Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others to provide additional information regarding the calculation of, and compliance with, certain financial covenants in the Partnership’s Third Amended and Restated Credit Agreement.

3 unchanged sentences

Adjusted EBITDA does not include interest expense, income tax expense, and depreciation and amortization.

Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to generate cash available for distribution.

Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to

generate cash available for distribution.

Because we have capital assets, depreciation and amortization are also necessary elements of our costs.

2 unchanged sentences

Distributable Cash Flow.

We define Distributable Cash Flow as Net Cash Provided by (Used in) Operating Activities less cash received (plus cash paid) for closed commodity derivative positions included in Accumulated Other Comprehensive Income (Loss), plus changes in operating assets and liabilities which (provided) used cash, less maintenance capital expenditures and plant turnaround costs.

We define Distributable Cash Flow as net cash provided by (used in) operating activities, plus changes in operating assets and liabilities which (provided) used cash, transaction costs associated with business combination, merger, and divestiture activities, and non-cash contractual revenue deferral adjustments, less maintenance capital expenditures and plant turnaround costs.

Distributable Cash Flow is a significant performance measure used by our management and by external users of our financial statements, such as investors, commercial banks and research analysts, to compare basic cash flows generated by us to the cash distributions we expect to pay unitholders.

22 unchanged sentences

Gain on disposition of property, plant and equipment (2,039) (1,584)

Loss on extinguishment of debt — 5,121

Transaction expenses related to the terminated merger with Martin Resource Management Corporation 1,021 3,674

1 unchanged sentence

Non-cash contractual revenue deferral adjustment 746 221

Lower of cost or net realizable value and other non-cash adjustments — (12,850)

Unit-based compensation 186 187

2 unchanged sentences

Capitalized interest 137 1,153

Net loss associated with butane optimization business — 2,256

Lower of cost or net realizable value and other non-cash adjustments — 12,850

Credit Adjusted EBITDA

9 unchanged sentences

Non-cash contractual revenue deferral adjustment 746 221

Lower of cost or market and other non-cash adjustments — (12,850)

Changes in operating assets and liabilities which (provided) used cash:

5 unchanged sentences

Capitalized interest 137 1,153

Net loss associated with butane optimization business — 2,256

Lower of cost or net realizable value and other non-cash adjustments — 12,850

Credit Adjusted EBITDA

12 unchanged sentences

Adjusted Free Cash Flow $ 11,584 $ (1,321)

1 Net of amortization of debt issuance costs and discount, which are included in interest expense but not included in net cash provided by operating activities.

1 Net of amortization of debt issuance costs and discount, which are included in interest expense but not included in net cash provided by (used in) operating activities.

Results of Operations

The results of operations for the years ended December 31, 2025 and 2024 have been derived from our consolidated financial statements.

Discussions of the year ended December 31, 2022 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 2023 and the year ended December 31, 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.

Discussions of the year ended December 31, 2023 that are not included in this Annual Report and year-to-year comparisons of the year ended December 31, 2024 and the year ended December 31, 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.

We evaluate segment performance on the basis of operating income, which is derived by subtracting cost of products sold, operating expenses, selling, general and administrative expenses, and depreciation and amortization expense from revenues.

38 unchanged sentences

Smackover refinery throughput volumes (guaranteed minimum BBL per day) 6,500 6,500 — —%

Revenues increased $1.1 million.

Revenue at our shore-based terminals increased $2.7 million, including $1.9 million in fuel throughput and $0.8 million in space rent.

In addition, revenue at our specialty terminals increased $1.8 million primarily as a result of higher throughput and service revenue.

Revenue at our Smackover refinery decreased $3.2 million as a result of decreases in natural gas surcharge of $3.3 million due to a reduction in usage, throughput revenue of $0.2 million and pipeline revenue of $0.1 million, offset by an increase in reservation fees of $0.3 million.

Cost of products sold.

Cost of products sold remained relatively consistent.

Revenues increased $1.7 million compared to the prior year.

Revenues at our underground storage terminals increased $1.3 million, driven by higher storage revenue of $2.4 million, partially offset by decreases in throughput revenue of $1.0 million and reservation fees of $0.1 million.

Revenues at our Smackover refinery increased $1.0 million, reflecting higher throughput revenue of $0.9 million, increased reservation fees of $0.5 million, and higher other revenue of $0.2 million, partially offset by a $0.6 million decrease in natural gas surcharge revenue.

Revenues at our shore-based terminals decreased $0.4 million, primarily due to lower space rental revenue of $0.6 million, partially offset by a $0.3 million increase in throughput revenue.

Revenues at our specialty terminals decreased $0.2 million, driven by lower service revenue of $0.5 million, partially offset by increases in throughput revenue of $0.2 million and storage revenue of $0.1 million.

Operating expenses.

Operating expenses increased $3.0 million.

Expenses at our specialty terminals increased $3.6 million due to increases in insurance premiums of $1.1 million (higher rates), employee-related expenses of $1.0 million, repairs and maintenance of $1.0 million and hurricane expenses of $0.2 million.

Expenses at our Smackover refinery decreased $0.4 million, primarily due to a decrease in natural gas utilities of $3.7 million due to a reduction in usage.

This was offset by increases in insurance claims of $1.5 million (crude pipeline spill), operating supplies of $0.7 million, repairs and maintenance of $0.5 million, lease expense of $0.3 million related to operating equipment, and insurance premiums of $0.2 million (higher rates).

Operating expenses decreased $1.2 million compared to the prior year.

Expenses at our Smackover refinery decreased $1.3 million, primarily due to lower insurance claim expense of $1.5 million related to the 2024 crude pipeline spill.

This was offset by higher employee-related expenses of $0.8 million, increased natural gas utility costs of $0.7 million, and higher lease expense of $0.2 million related to operating equipment.

Expenses at our shore-based terminals and underground storage terminals decreased $0.5 million and $0.2 million, respectively, primarily due to lower repairs and maintenance costs.

Expenses at our specialty terminals increased $0.4 million, reflecting higher insurance premiums of $0.3 million, increased employee-related expenses of $0.3 million, higher natural gas utility costs of $0.2 million, and increased waste disposal expense of $0.2 million, partially offset by lower repairs and maintenance expense of $0.6 million.

Selling, general and administrative expenses.

Selling, general and administrative expenses increased primarily as a result of increased employee-related expenses.

Selling, general and administrative expenses decreased primarily due to lower employee-related expenses.

Depreciation and amortization.

The increase in depreciation and amortization is primarily the result of capital expenditures, offset by recent disposals.

Depreciation and amortization decreased primarily due to recent asset disposals, partially offset by depreciation associated with capital expenditures.

Other operating income (loss), net.

Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment.

Other operating income (loss), net consists primarily of gains and losses from the disposition of property, plant and equipment.

Transportation Segment

9 unchanged sentences

Operating income $ 21,041 $ 30,184 $ (9,143) (30)%

Revenues decreased $1.1 million.

In our marine transportation division, inland revenues increased $2.0 million, primarily related to higher transportation rates, offset by a decrease in utilization associated with equipment repairs and regulatory inspections.

Offshore revenues increased $0.8 million, primarily related to higher transportation rates, offset by a decrease in utilization associated with regulatory inspections.

Pass-through revenue (primarily fuel) decreased $1.1 million.

In our land transportation division, freight revenue increased $4.2 million, primarily due to a 3% increase in total miles.

Ancillary revenue (primarily fuel) decreased $6.9 million.

Revenues decreased $10.8 million compared to the prior year.

In our marine transportation division, inland revenues decreased $5.0 million, primarily due to lower transportation rates and reduced utilization associated with reduced demand and downtime related to equipment repairs and scheduled regulatory inspections.

In the third quarter of 2025, the marine transportation business experienced a significant decline in demand for inland barge fuel transportation which was unexpected entering the quarter.

Barge utilization also declined significantly as refineries favored lighter crude slates, shifting transportation demand away from barges and into pipelines.

Offshore revenues increased $1.9 million, reflecting higher transportation rates, partially offset by lower utilization related to a scheduled regulatory inspection.

Pass-through revenue (primarily fuel) increased $0.9 million.

In our land transportation division, freight revenue decreased $7.0 million, primarily due to a 5% decrease in total miles.

Ancillary revenue decreased $2.6 million.

Operating expenses .

The increase in operating expenses is primarily a result of increased lease expense of $5.1 million related to new equipment, employee-related expenses of $1.2 million, insurance premiums and claims of $1.2 million, and outside hauls and towing of $0.5 million, offset by decreases in repairs and maintenance of $4.0 million and pass through expenses (primarily fuel) of $2.8 million.

Operating expenses increased $2.6 million compared to the prior year.

The increase was primarily due to higher lease expense of $4.3 million related to new equipment placed into service, increased insurance premiums and claims of $2.1 million, and higher shop expenses of $0.6 million.

These increases were partially offset by lower employee-related expenses of $2.6 million, decreased repairs and maintenance of $1.2 million, and reduced pass-through expenses (primarily fuel) of $0.6 million.

Selling, general and administrative expenses .

Selling, general and administrative expenses increased primarily due to higher employee-related expenses.

Selling, general and administrative expenses decreased $1.7 million compared to the prior year, primarily due to a $0.9 million reduction in the allowance for uncollectible accounts receivable related to a reserve release and lower employee-related expenses of $0.7 million.

Depreciation and amortization .

The decrease in depreciation and amortization is primarily the result of recent disposals, offset by capital expenditures.

Depreciation and amortization decreased $1.3 million compared to the prior year, primarily due to recent asset disposals, partially offset by depreciation associated with capital expenditures placed into service.

Other operating income, net.

Other operating income, net represents gains from the disposition of property, plant and equipment.

Other operating income, net consists primarily of gains from the disposition of property, plant and equipment.

Sulfur Services Segment

16 unchanged sentences

Services revenues.

Services revenues increased $0.7 million associated with reservation revenue from the ELSA joint venture beginning in the fourth quarter 2024.

Additional increases were the result of a contractually prescribed, index-based fee adjustment.

Services revenues increased $1.9 million compared to the prior year.

An increase of $1.5 million primarily reflects reservation fees received from our ELSA joint venture beginning in the fourth quarter of 2024, as well as contractually prescribed, index-based fee adjustments.

Products revenues.

Products revenues decreased $18.7 million as a result of a 14% drop in sales volumes, primarily related to a 15% decrease in sulfur volumes.

Products revenues increased an offsetting $6.3 million due to a 5% rise in average sales prices.

Products revenues increased $32.4 million compared to the prior year.

The increase was driven by a 32% rise in sales volumes, including a 37% increase in sulfur volumes, which contributed $36.0 million.

This volume growth was partially offset by a 3% decline in average sales prices, which reduced revenues by $3.5 million.

Cost of products sold.

A 14% decrease in sales volumes resulted in a decrease in cost of products sold of $12.9 million.

A 1% decrease in product cost impacted cost of products sold by $0.9 million, resulting from reduced commodity prices.

Margin per ton increased $9.83, or 21%.

Cost of products sold increased $33.8 million compared to the prior year.

A 32% increase in sales volumes increased cost of products sold by $27.7 million.

In addition, an 8% increase in product costs, reflecting higher underlying commodity prices, increased costs by $6.1 million.

As a result, margin per ton decreased $15.24, or 27%, as higher commodity costs outpaced pricing.

Operating expenses.

Operating expenses decreased due to reductions of $0.7 million in marine pass-through expense, $0.4 million in utilities expenses, $0.2 million in outside services, $0.1 million in contract labor, and $0.1 million in marine operating expense.

These reductions were offset by an increase of $0.4 million in repairs and maintenance and $0.2 million in employment expenses.

Operating expenses increased $1.7 million compared to the prior year, primarily due to higher outside services expense of $0.8 million, marine operating expenses of $0.4 million, marine pass-through expenses of $0.3 million, and utilities expense of $0.2 million.

Selling, general and administrative expenses.

Selling, general and administrative expenses increased $1.1 million due to higher employee-related costs.

Selling, general and administrative expenses decreased $0.6 million compared to the prior year, primarily due to lower employee-related costs.

Depreciation and amortization.

Depreciation and amortization increased $1.1 million largely due to the amortization of higher turnaround costs offset by lower depreciation associated with certain assets becoming fully depreciated.

Depreciation and amortization increased $2.4 million compared to the prior year, primarily due to the amortization of higher turnaround costs and capital expenditures placed into service.

Other operating income (loss), net.

Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment.

Other operating income (loss), net consists primarily of gains and losses from the disposition of property, plant and equipment.

Specialty Products Segment

8 unchanged sentences

13,371 16,974 (3,603) (21)%

Other operating income (loss), net 64 (60) 124 207%

Other operating income, net 34 64 (30) (47)%

Operating income $ 13,405 $ 17,038 $ (3,633) (21)%

2 unchanged sentences

Total specialty products volumes (Bbls) 2,795 2,653 142 5 %

Products revenues.

Product revenues decreased $70.5 million due to the exit of the butane optimization business in the second quarter 2023.

For the remaining products, sales volumes decreased 3%, lowering revenues by $7.6 million, primarily related to a 6% decrease in other specialty products sales volume.

Our average sales price per barrel decreased $1.37, or 1%, decreasing revenues by $3.7 million.

Product Revenues.

Product revenues decreased $16.1 million compared to the prior year.

The decline was primarily driven by an 11% decrease in average sales prices, which reduced revenues by $28.8 million.

This was partially offset by a 5% increase in sales volumes, contributing $12.6 million.

Cost of Products Sold.

Cost of products sold decreased $72.3 million due to the exit of the butane optimization business in the second quarter 2023.

For the remaining products, the decrease in sales volumes of 3% resulted in a $6.8 million reduction to cost of products sold.

Our average cost per barrel decreased $0.98, or 1%, decreasing cost of products sold by $2.7 million.

Our margins decreased $0.39 per barrel, or 4%, during the period.

Cost of products sold decreased $11.7 million compared to the prior year.

Lower average cost per barrel, down 10%, reduced costs by $23.1 million.

However, the increase in sales volumes partially offset this benefit, increasing costs by $11.5 million.

As a result, margin per barrel decreased $2.13, or 21%, as price compression outpaced the benefit of lower input costs.

Operating expenses .

Operating expenses remained relatively consistent.

Operating expenses remained relatively consistent with the prior year.

Selling, general and administrative expenses .

Selling, general and administrative expenses increased primarily due to higher employee-related costs.

Selling, general and administrative expenses decreased $0.6 million compared to the prior year, primarily due to lower professional fees.

Depreciation and amortization.

Depreciation and amortization decreased due to certain assets becoming fully depreciated during the third quarter of 2023.

Other operating income (loss), net.

Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment.

Depreciation and amortization decreased $0.2 million compared to the prior year as certain assets became fully depreciated during the period.

Other operating income, net.

Other operating income, net consists primarily of gains and losses from the disposition of property, plant and equipment.

Interest Expense

14 unchanged sentences

Indirect selling, general and administrative expenses $ 15,985 $ 19,556 $ (3,571) (18)%

Indirect selling, general and administrative expenses increased primarily due to transaction expenses associated with the terminated Merger with Martin Resource Management Corporation of $3.7 million and increased insurance claims expense of $0.8 million, offset by a $0.5 million decrease in the indirect expenses allocated from Martin Resource Management Corporation.

Indirect selling, general and administrative expenses decreased primarily due to transaction expenses associated with the terminated merger with Martin Resource Management Corporation of $2.7 million and decreased insurance claims expense of $0.7 million.

Martin Resource Management Corporation allocates to us a portion of its indirect selling, general and administrative expenses for services such as accounting, treasury, clerical, engineering, legal, billing, information technology, administration of insurance, general office expenses and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation's retained businesses.

24 unchanged sentences

Net cash provided by operating activities.

Net cash provided by operating activities for the year ended December 31, 2024 decreased $89.1 million, primarily as a result of an unfavorable variance in changes in working capital of $80.0 million, primarily resulting from the exit of the butane optimization business in May of 2023, combined with a decrease in operating results and non-cash items of $9.1 million.

Net cash provided by operating activities for the year ended December 31, 2025 decreased $2.2 million, primarily as a result of a decrease in operating results and non-cash items of $9.2 million, offset by a favorable variance in changes in working capital of $7.0 million.

Net cash used in investing activities.

Net cash used in investing activities for the year ended December 31, 2024 increased $24.9 million.

An increase in cash used of $13.8 million resulted from higher payments for capital expenditures and plant turnaround costs, cash used to make the initial contribution in DSM of $6.9 million, and a decrease of $4.2 million in net proceeds received from the sale of property, plant and equipment.

Net cash used in investing activities for the year ended December 31, 2025 decreased $28.6 million.

A decrease in cash used of $20.8 million resulted from lower payments for capital expenditures and plant turnaround costs.

A reduction in cash used of $6.9 million was attributable to the initial contribution in DSM in 2024.

Additionally, we saw an increase of $0.9 million in net proceeds received from the sale of property, plant and equipment.

Net cash provided by (used in) financing activities.

Net cash provided by financing activities for the year ended December 31, 2024 increased $114.1 million primarily as a result of the 2023 period, including net pay downs of long-term debt of $88.7 million, primarily resulting from the exit of the butane optimization business, combined with decreased debt issuance costs of $14.3 million.

Net cash provided by financing activities for the year ended December 31, 2025 decreased primarily as a result of a decrease in borrowings of long-term debt of $34.6 million, offset by a decrease in repayments of long-term debt of $9.0 million.

Additionally, payments of debt issuance costs increased $0.8 million.

Total Contractual Obligations

17 unchanged sentences

Credit Facility

At December 31, 2024, we maintained a $150.0 million credit facility that matures February 8, 2027.

At December 31, 2025, we maintained a $130.0 million credit facility that matures November 16, 2027.

As of December 31, 2025, we had $39.0 million outstanding under the credit facility and $0.6 million of outstanding irrevocable letters of credit, leaving a maximum amount available to be borrowed under our credit facility for future borrowings and letters of credit of $90.4 million.

After giving effect to our then current borrowings, outstanding letters of credit and the financial covenants contained in our credit facility, we had the ability to borrow approximately $31.4 million in additional amounts thereunder as of December 31, 2025.

Effective February 8, 2023, in connection with the completion of our sale of the 2028 Notes, we amended our credit facility (as further amended from time to time, the "credit facility”) to, among other things, reduce the commitments thereunder from $275.0 million to $200.0 million (with further scheduled reductions to $175.0 million on June 30, 2023 and $150.0 million on June 30, 2024) and extend the scheduled maturity date of the credit facility to February 8, 2027.

The commitments under the credit facility can be increased from time to time upon our request, subject to certain conditions (including the consent of the increasing lenders), up to an additional $50.0 million.

Effective September 24, 2025, we 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,” and as further amended from time to time, the "credit facility”) 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 ended 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.

The credit facility is used for ongoing working capital needs and general partnership purposes, including to finance permitted investments, acquisitions and capital expenditures.

6 unchanged sentences

We pay a per annum fee on all letters of credit issued under the credit facility, and we pay a commitment fee per annum on the unused revolving credit commitments under the credit facility.

The letter of credit fee, the commitment fee and the applicable margins for our interest rate vary quarterly based on our Total Leverage Ratio (as defined in the credit facility, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) and are as follows:

Leverage Ratio

The letter of credit fee, the commitment fee and the applicable margins

for our interest rate vary quarterly based on our Total Leverage Ratio (as defined in the credit facility, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) and are as follows:

Total Leverage Ratio

ABR Loans Term SOFR Rate Loans and Letters of Credit

4 unchanged sentences

Greater than or equal to 4.50 to 1.00 2.75 % 3.75 %

The applicable margin for Adjusted Term SOFR borrowings at December 31, 2024 was 3.50%.

The applicable margin for Adjusted Term SOFR borrowings at February 24, 2025 is 3.25%.

Effective February 13, 2025, we entered into the credit facility amendment to modify the financial covenants in our credit facility.

The credit facility amendment includes financial covenants that are tested on a quarterly basis, based on the rolling four quarter period that ends on the last day of each fiscal quarter, that require maintenance of:

• a minimum Interest Coverage Ratio (as defined in the credit facility) of at least 2.00:1.00 for the fiscal quarter ended December 31, 2024, stepping down to 1.75:1.00 for the fiscal quarters ending March 31, 2025, June 30, 2025 and September 30, 2025, and stepping back up to 2.00:1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter;

• a maximum First Lien Leverage Ratio (as defined in the credit facility) of not more than 1.50:1.00 for the fiscal quarter ended December 31, 2024, stepping down to 1.25:1.00 for the fiscal quarters ending March 31, 2025, June 30, 2025 and September 30, 2025, and stepping back up to 1.50:1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter.

The applicable margin for Adjusted Term SOFR borrowings and alternate base rate borrowings at December 31, 2025 was 3.75% and 2.75%, respectively.

The applicable margin for Adjusted Term SOFR borrowings and alternate base rate borrowings at February 23, 2026 is 3.50% and 2.50%.

respectively.

In addition, the credit facility contains various covenants, which, among other things, limit our and our subsidiaries’ ability to:

65 unchanged sentences

We are subject to interest rate risk on our credit facility due to the variable interest rate and may enter into interest rate swaps to reduce this variable rate risk.

A substantial portion of our revenues is dependent on sales prices of products, particularly NGLs and fertilizers, which fluctuate in part based on winter and spring weather conditions.

The demand for NGLs is strongest during the winter heating season.

A substantial portion of our revenues is dependent on the quantity and sales prices of products, particularly NGLs and fertilizers, which fluctuate in part based on winter and spring weather conditions.

The demand for NGLs is strongest during the winter heating and blending season.

The demand for fertilizers is strongest during the early spring planting season.

However, our Terminalling and Storage and Transportation business segments and the molten sulfur business are typically not impacted by seasonal fluctuations and a significant portion of our net income is derived from our Terminalling and Storage, Sulfur Services and Transportation business segments.

Further, extraordinary weather events, such as hurricanes, have in the past, and could in the future, impact our Terminalling and Storage, Sulfur Services, and Transportation business segments.

Further, extraordinary weather events, such as hurricanes, have in the past, and could in the future, impact all of our business segments.

Impact of Inflation

9 unchanged sentences

On June 15, 2024, the Partnership experienced a spill of less than 2,500 barrels of crude oil from its transfer pipeline connecting the Sandyland Terminal to the refinery in Smackover, Union County, Arkansas.

The Partnership promptly coordinated with the U.S Environmental Protection Agency (the “EPA”), Arkansas Department of Energy and Environment (the “ADEE”), and Arkansas Game and Fish Commission, dedicating the necessary resources, equipment, and personnel to expedite oil recovery and cleanup activities.

The Partnership promptly coordinated with the EPA, Arkansas Department of Energy and Environment (the “ADEE”), and Arkansas Game and Fish Commission, dedicating the necessary resources, equipment, and personnel to expedite oil recovery and cleanup activities.

In October 2024, the EPA transitioned the Partnership’s response from emergency response status to remediation status under ADEE oversight.

On October 11, 2024, the ADEE notified the Partnership that documentation, observations, and data indicated the Partnership completed all remedial actions to the maximum practical extent, apart from providing additional water samples.

On October 11, 2024, the ADEE notified the Partnership that documentation, observations, and data indicated the Partnership completed all remedial actions to the maximum practical extent.

No further remediation is required at this time.

The Partnership submitted a claim related to the spill, which was accepted by its insurance carriers, subject to a reservation of rights.

The Partnership’s deductibles under the applicable insurance policies total $1.5 million and such deductible expense has been recorded by the Partnership in the Consolidated Statements of Operations for the year ended December 31, 2024.

The Partnership’s deductible under the applicable insurance policies total $0.5 million and such deductible expense has been recorded by the Partnership in the Consolidated Statements of Operations for the year ended December 31, 2025.

As of February 23, 2026, no fines or penalties have been assessed in relation to the spill.

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 7. Management’s Discussion and Analysis