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Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-24 · 169 added, 213 removed, 1128 unchanged (25% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 72

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 74

Consolidated Statements of Changes in Capital (Deficit) for the years ended December 31, 2025, 2024 and 2023 74

7 unchanged sentences

We have audited the accompanying consolidated balance sheets of Martin Midstream Partners L.P.

and subsidiaries (the Partnership) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in capital (deficit), and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Partnership) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in capital (deficit), and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

44 unchanged sentences

In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in capital (deficit), and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in capital (deficit), and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

25 unchanged sentences

Other current assets

12,298 11,454

Total current assets

107 unchanged sentences

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

Year Ended December 31,

2024 2023 2022

Net loss $ ( 5,207 ) $ ( 4,549 ) $ ( 10,334 )

Changes in fair values of commodity cash flow hedges — — ( 816 )

Comprehensive loss $ ( 5,207 ) $ ( 4,549 ) $ ( 11,150 )

See accompanying notes to consolidated financial statements.

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (DEFICIT)

1 unchanged sentence

Partners’ Capital (Deficit)

Common General Partner Amount Accumulated Other Comprehensive Income

Common General Partner Amount

Units Amount Total

3 unchanged sentences

Cash distributions — ( 777 ) ( 16 ) ( 793 )

Changes in fair values of commodity cash flow hedges — — — ( 816 ) ( 816 )

Excess carrying value of the assets over the purchase price paid by Martin Resource Management

— 374 — — 374

Unit-based compensation — 163 — 163

26 unchanged sentences

Equity in loss of DSM Semichem LLC 1,116 624 —

Derivative income — — ( 901 )

Net cash received for commodity derivatives — — 85

Unit-based compensation 186 187 163

21 unchanged sentences

Proceeds from long-term debt 221,000 255,578 543,489

Excess purchase price over carrying value of acquired assets — — ( 1,285 )

Payments of debt issuance costs ( 808 ) ( 23 ) ( 14,289 )

37 unchanged sentences

Inventories are stated at the lower of cost or net realizable value.

Cost is generally determined by using the FIFO method for all inventories except lubricants, greases, lubricants packaging, and fertilizer inventories.

Lubricants, greases, and lubricants packaging inventories cost is determined using standard cost, which approximates actual cost.

Fertilizer inventory is determined using weighted average cost, which approximates actual cost.

NGLs, sulfur, and all other inventories not otherwise specified are accounted for using the FIFO method.

Lubricants, greases, and lubricant packaging inventories are accounted for using standard cost, which approximates actual cost.

Fertilizer inventories are accounted for using weighted average cost, which approximates actual cost.

MARTIN MIDSTREAM PARTNERS L.P.

6 unchanged sentences

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

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

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

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

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

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

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

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

Transportation – Revenue related to land transportation is recognized for line hauls based on a mileage rate.

4 unchanged sentences

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

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

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

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

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

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

(e) Equity Method Investments

56 unchanged sentences

The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

The Partnership identified a triggering event related to a certain asset group in its transportation segment in 2022.

The Partnership performed a recoverability test and concluded the estimated undiscounted cash flows expected to be generated by the asset group exceeded the carrying value of the asset group and no impairment was recorded.

(j) Asset Retirement Obligations

1 unchanged sentence

In each subsequent period, the liability is accreted over time towards the ultimate obligation amount and the capitalized costs are depreciated over the useful life of the related asset.

(k) Derivative Instruments and Hedging Activities

In accordance with certain provisions of ASC 815-10 related to accounting for derivative instruments and hedging activities, all derivatives and hedging instruments are included in the Consolidated Balance Sheets as an asset or liability measured at fair value and changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met.

If a derivative qualifies for hedge accounting, changes in the fair value can be offset against the change in the fair value of the hedged item through earnings or recognized in other comprehensive income until such time as the hedged item is recognized in earnings.

Derivative instruments not designated as hedges are marked to market with all market value adjustments being recorded in the Consolidated Statements of Operations.

(l) Use of Estimates

(k) Use of Estimates

Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the U.S.

Actual results could differ from those estimates.

(m) Environmental Liabilities and Litigation

(l) Environmental Liabilities and Litigation

The Partnership’s policy is to accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable.

3 unchanged sentences

Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

(n) Trade and Accrued Accounts Receivable and Allowance for Doubtful Accounts.

(m) Trade and Accrued Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Partnership’s best estimate of the amount of probable credit losses in the Partnership’s existing accounts receivable.

(o) Deferred Catalyst Costs

(n) Deferred Catalyst Costs

The cost of the periodic replacement of catalysts is deferred and amortized over the catalyst’s estimated useful life, which ranges from 12 to 36 months.

(p) Deferred Turnaround Costs

(o) Deferred Turnaround Costs

The Partnership capitalizes the cost of major turnarounds and amortizes these costs over the estimated period to the next turnaround, which ranges from 12 to 36 months.

(q) Income Taxes

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

(p) Income Taxes

The Partnership is subject to the Texas margin tax, which is considered a state income tax, and is included in income tax expense on the Consolidated Statements of Operations.

15 unchanged sentences

In evaluating all income tax positions for all open years, management has determined all positions are more likely than not to be sustained at full benefit based upon their technical merit under applicable tax laws.

(r) Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss).

Other comprehensive income (loss) for the Partnership includes unrealized gains and losses on derivative instruments.

In accordance with ASC 815-10, the Partnership records deferred hedge gains and losses on its derivative instruments that qualify as cash flow hedges as other comprehensive income (loss).

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

RECENT ACCOUNTING PRONOUNCEMENTS

6 unchanged sentences

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

ASU 2023-09 will result in the required additional disclosures being included in the Partnership's consolidated financial statements, once adopted.

The Partnership adopted ASU 2023-09 and its expanded disclosure requirements, on a retrospective basis, in compliance with the required adoption guidelines.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

EXIT ACTIVITIES AND DIVESTITURES

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

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

This exit did not qualify as discontinued operations in accordance with ASC 205.

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

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

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

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

As a result of this new business model, the Partnership no longer carries butane inventory, reducing commodity risk exposure, cash flow and earnings volatility, and working capital requirements.

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

5 unchanged sentences

$ — $ — $ ( 2,256 )

Divestiture of Stockton, California Sulfur Terminal.

On October 7, 2022, the Partnership closed on the sale of its Stockton Sulfur Terminal to Gulf Terminals LLC for net proceeds of approximately $ 5,250 , which were used to reduce outstanding borrowings under the Partnership's credit facility.

The divestiture of the Stockton Sulfur Terminal did not qualify for discontinued operations presentation under the guidance of ASC 205-20.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The following table disaggregates our revenue by major source:

20 unchanged sentences

The Partnership recognizes revenue when the Partnership satisfies a performance obligation, which typically occurs when the Partnership transfers control over a product to a customer or as the Partnership delivers a service.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The following is a description of the principal activities - separated by reportable segments - from which the Partnership generates revenue.

9 unchanged sentences

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

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

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

10 unchanged sentences

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

Natural gas liquids product sales for 2023 include $ 70,539 of revenues attributable to the Partnership’s former butane optimization business, which was exited during the second quarter of 2023 (see Note 4, Exit Activities and Divestitures).

Following the exit, the Partnership transitioned to a fee-based butane logistics model and no longer records product sales related to this activity.

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

The Partnership applies the practical expedient in ASC 606-10-50-14(a) and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

2026 2027 2028 2029 2030 Thereafter Total

7 unchanged sentences

Total $ 74,227 $ 68,733 $ 69,644 $ 56,860 $ 54,059 $ 89,453 $ 412,976

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

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

2026 - $ 24,173 ;

2027 - $ 13,022 ;

2028 - $ 12,235 ;

2029 - $ 9,909 ;

2030 - $ 8,334 ;

subsequent years - $ 253 .

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

5 unchanged sentences

$ 50,248 $ 51,707

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

PROPERTY, PLANT, AND EQUIPMENT

15 unchanged sentences

$ 970,753 $ 954,059

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 41,604 , $ 44,700 and $ 50,186 , respectively, which includes amortization of fixed assets acquired under finance ease obligations of $ 11 , $ 6 , and $ 92 .

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 40,393 , $ 41,604 and $ 44,700 , respectively, which in cludes amortization of fixed assets acquired under finance lease obligations of $ 15 , $ 11 , and $ 6 .

Gross assets under finance leases were $ 77 and $ 77 at December 31, 2025 and 2024, respectively.

2 unchanged sentences

No equipment was purchased under finance lease obligations for the years ended December 31, 2025, 2024, and 2023.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The following table represents the goodwill balance by reporting unit at December 31, 2025 and 2024 as follows:

12 unchanged sentences

The Partnership includes extension periods and excludes termination periods from its lease term if, at commencement, it is reasonably likely that the Partnership will exercise the option.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The components of lease expense for the years ended December 31, 2025, 2024, and 2023 were as follows:

7 unchanged sentences

Total lease cost $ 32,557 $ 27,181 $ 21,810

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Supplemental cash flow information for the years ended December 31, 2025, 2024, and 2023 related to leases were as follows:

7 unchanged sentences

Finance leases — 77 —

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

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

17 unchanged sentences

Finance leases 7.00 % 7.00 %

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

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

9 unchanged sentences

Total lease liability $ 70,396 $ 54

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

Future minimum revenues the Partnership expects to receive under these non-cancelable arrangements as of December 31, 2024 are as follows:

2025 - $ 20,385 ;

2026 - $ 11,826 ;

2027 - $ 11,631 ;

2028 - $ 11,435 ;

2029 - $ 9,860 ;

subsequent years - $ 8,538 .

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

FAIR VALUE MEASUREMENTS

23 unchanged sentences

Total $ 390,795 $ 415,726 $ 386,377 $ 436,172

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Partnership’s results of operations could be materially impacted by changes in commodity prices and interest rates.

In an effort to manage its exposure to these risks, the Partnership periodically enters into various derivative instruments, including commodity and interest rate hedges.

At the time derivative contracts are entered into, the Partnership assesses whether the nature of the instrument qualifies for hedge accounting treatment according to the requirements of ASC 815 – Derivatives and Hedging .

For those transactions designated as hedging instruments for accounting purposes, the Partnership documents all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking the various hedge transactions.

The Partnership also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows or fair value of hedged items.

All derivatives and hedging instruments are included on the balance sheet as an asset or a liability measured at fair value.

Changes in fair value for hedging instruments are recognized on the balance sheet through Accumulated Other Comprehensive Income ("AOCI").

Settlements related to effective hedging relationships will be reclassified from AOCI to earnings during the period in which the hedged transactions are reflected on the income statement.

From time to time, derivatives designated for hedge accounting may be closed prior to contract expiration.

The accounting treatment of closed positions depends on whether the closure occurred due to the hedged transaction occurring early or if the hedged transaction is still expected to occur as originally forecasted.

For hedged transactions that occur early, the closure results in the realized gain or loss from closure being recognized in the same period the accelerated hedged transaction affects earnings.

For hedged transactions that are still expected to occur as originally forecasted, the closure results in the realized gain or loss being deferred until the hedged transaction affects earnings.

RELATED PARTY TRANSACTIONS

As of December 31, 2025, Martin Resource Management Corporation owned 7,874,446 of the Partnership’s common units representing approximately 20.2 % of the Partnership’s outstanding limited partnership units.

Martin Resource Management Corporation controls the Partnership's general partner by virtue of owning 100 % of the membership interests in

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

If it is determined that hedged transactions associated with cash flow hedges are no longer probable of occurring, the gain or loss associated with the instrument is recognized immediately into earnings.

From time to time, we may have derivative financial instruments for which we do not elect hedge accounting.

Changes in fair value for derivatives not designated as hedges are recognized as gains and losses in the earnings of the periods in which they occur.

(a) Commodity Derivative Instruments

The Partnership from time to time has used derivatives to manage the risk of commodity price fluctuation.

Commodity risk is the adverse effect on the value of a liability or future purchase that results from a change in commodity price.

The Partnership has established a hedging policy and monitors and manages the commodity market risk associated with potential commodity risk exposure.

In addition, the Partnership has focused on utilizing counterparties for these transactions whose financial condition is appropriate for the credit risk involved in each specific transaction.

The Partnership enters into hedging transactions to protect a portion of its commodity price risk exposure.

These hedging arrangements are in the form of swaps for NGLs.

At December 31, 2024 and 2023, there were no outstanding derivatives.

For information regarding gains and losses on commodity derivative instruments, see "Tabular Presentation of Gains and Losses on Derivative Instruments" below.

(b) Tabular Presentation of Gains and Losses on Derivative Instruments

The following table summarizes the loss recognized in AOCI at December 31, 2024 and 2023, respectively, and the gain (loss) reclassified from accumulated other comprehensive loss into earnings during the years ended December 31, 2024, 2023 and 2022, respectively, for derivative financial instruments designated as cash flow hedges:

Amount of Gain (Loss) Recognized in AOCI Location of Gain (Loss)

Reclassified from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income

2024 2023 2024 2023 2022

Commodity contracts $ — $ — Cost of products sold $ — $ — $ 816

Total $ — $ — $ — $ — $ 816

RELATED PARTY TRANSACTIONS

As of December 31, 2024, Martin Resource Management Corporation owned 6,114,532 of the Partnership’s common units representing approximately 15.7 % of the Partnership’s outstanding limited partnership units.

Martin Resource Management Corporation controls the Partnership's general partner by virtue of owning 100 % of the membership interests in Holdings, the sole member of the Partnership's general partner.

Holdings, the sole member of the Partnership's general partner.

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

5 unchanged sentences

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

The Omnibus Agreement was amended further on October 1, 2012, to permit the Partnership to provide

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

certain lubricant packaging products and services to Martin Resource Management Corporation.

The Omnibus Agreement was amended further on October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation.

The Omnibus Agreement was amended further on October 17, 2023 to include lubricants and packing in the Partnership’s definition of business.

16 unchanged sentences

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

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

• any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of less than $ 5,000 ;

4 unchanged sentences

The Omnibus Agreement requires the Partnership to reimburse Martin Resource Management Corporation for all direct expenses it incurs or payments it makes on the Partnership’s behalf or in connection with the operation of the Partnership’s business.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

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

There is no monetary limitation on the amount the Partnership is required to reimburse Martin Resource Management Corporation for direct expenses.

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

18 unchanged sentences

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

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Master Transportation Services Agreement

11 unchanged sentences

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

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Terminal Services Agreements

14 unchanged sentences

The fees the Partnership charges Martin Resource Management Corporation are based on applicable market rates.

The Partnership is a party to an agreement with Martin Resource Management Corporation dated November 1, 2002, under which Martin Resource Management Corporation provides the Partnership with marine fuel from its locations in the Gulf of Mexico at a fixed rate in excess of the Platt's U.S.

The Partnership is a party to an agreement with Martin Resource Management Corporation dated November 1, 2002, under which Martin Resource Management Corporation provides the Partnership with marine fuel from its locations in the Gulf of America at a fixed rate in excess of the Platt's U.S.

Gulf Coast Index for #2 Fuel Oil.

Under this agreement, the Partnership agreed to purchase all of its marine fuel requirements that occur in the areas serviced by Martin Resource Management Corporation.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Other Agreements

7 unchanged sentences

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

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

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

East Texas Mack Leases.

2 unchanged sentences

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the fiscal years ended December 31, 2025, 2024 and 2023 were approximately $ 6,721 , $ 4,998 , and $ 3,256 , respectively.

Consulting Services Agreement .

Martin Operating Partnership L.P.

(the “Operating Partnership”) is a party to a Consulting Services Agreement with Ruben S.

Martin (the “Consulting Services Agreement”).

Pursuant to the terms of the Consulting Services Agreement, Mr.

Martin has agreed to provide business and strategic development support to the Operating Partnership, and the Operating Partnership has agreed to pay Mr.

Martin $ 263 per year for such services, which amount was paid to Mr.

Martin for the fiscal year ended December 31, 2022.

The Consulting Services Agreement expired on December 31, 2022.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Storage and Services Agreement.

17 unchanged sentences

4,243 457 8,767

$ 106,915 $ 106,170 $ 110,181

The impact of related party cost of products sold is reflected in the Consolidated Statements of Operations as follows:

5 unchanged sentences

$ 41,511 $ 43,776 $ 47,187

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The impact of related party operating expenses is reflected in the Consolidated Statements of Operations as follows:

7 unchanged sentences

$ 111,169 $ 106,831 $ 100,851

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The impact of related party selling, general and administrative expenses is reflected in the Consolidated Statements of Operations as follows:

18 unchanged sentences

Amortization expense, included in "Depreciation and amortization" on the Partnership's Consolidated Statements of Operations includes amortization of intangible assets, turnaround expenses, and deferred charges.

Aggregate amortization expense was $ 9,050 , $ 5,006 , and $ 5,713 , for the years ended December 31, 2024, 2023 and 2022, respectively.

Aggregate amortization expense w as $ 9,682 , $ 9,050 , and $ 5,006 , for the years ended December 31, 2025, 2024 and 2023, respectively.

Estimated amortization expense for the years subsequent to December 31, 2025 are as follows:

1 unchanged sentence

2027 - $ 32 ;

2028 - $ 32 ;

2029 - $ 32 ;

subsequent years - $ 0 .

28 unchanged sentences

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

$ 150,000 1 Credit facility at variable interest rate ( 8.18 % 1 weighted average at December 31, 2024), due February 2027 4 secured by substantially all of the Partnership’s assets, net of unamortized debt issuance costs of $ 2,242 and $ 3,292 , respectively 2

$ 130,000 1 Credit facility at variable interest rate ( 7.66 % 1 weighted average at December 31, 2025), due November 2027 4 secured by substantially all of the Partnership’s assets, net of unamortized debt issuance costs of $ 1,787 and $ 2,242 , respectively 2

$ 37,213 $ 51,258

$ 400,000 Senior notes, 11.5 % interest, net of unamortized debt issuance costs of $ 6,223 and $ 8,235 , respectively, including unamortized premium of $ 7,400 and $ 9,800 , respectively, due February 2028, secured 2,3,4

$ 400,000 Senior notes, 11.5 % interest, net of unamortized debt issuance costs of $ 4,205 and $ 6,223 , respectively, including unamortized discount of $ 5,000 and $ 7,400 , respectively, due February 2028, secured 2,3,4

390,795 386,377

4 unchanged sentences

The margin is set every three months.

All amounts outstanding at December 31, 2024 were at Adjusted Term SOFR plus an applicable margin.

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

The applicable margin for SOFR borrowings at December 31, 2024 is 3.50 %.

The applicable margin for SOFR borrowings effective February 24, 2025 is 3.25 %.

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

The applicable margin for SOFR borrowings and alternate base rate borrowings effective February 23, 2026 is 3.50 % and 2.50 %, respectively.

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

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

3 On February 8, 2023, the Partnership completed the sale of $ 400,000 in aggregate principal amount of 11.50 % senior secured second lien notes due 2028 (the “2028 Notes”).

The Partnership used the proceeds of the 2028 Notes to repurchase, through a tender offer and then redemption, all of the Partnership’s 10.00 % senior secured 1.5 lien notes due 2024 and 11.50 % senior secured second lien notes due 2025, repay a portion of the indebtedness under the credit facility, and pay fees and expenses in connection with the foregoing.

The indenture for the 2028 Notes restricts the Partnership’s ability to sell assets;

pay distributions or repurchase units or redeem or repurchase subordinated debt;

make investments;

incur or guarantee additional indebtedness or issue preferred units;

and consolidate, merge or transfer all or substantially all of its assets.

4 Effective February 8, 2023, in connection with the completion of our sale of the 2028 Notes, we amended our credit facility to, among other things, reduce the commitments thereunder from $ 275,000 to $ 200,000 (with further scheduled reductions to $ 175,000 on June 30, 2023 and $ 150,000 on June 30, 2024) and extend the scheduled maturity date of the credit facility to February 8, 2027.

In conjunction with the issuance of the 2028 Notes, the Partnership recognized a loss on extinguishment of debt of $ 5,121 comprised of $ 2,827 in tender premium, $ 2,044 of unamortized debt costs and $ 250 in other expense.

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

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

The Partnership entered into the Second Amendment to, 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 Partnership paid cash interest, net of capitalized interest, in the amount of $ 52,312 , $ 53,449 , and $ 51,607 for the years ended December 31, 2025, 2024 and 2023, respectively.

Capitalized interest was $ 137 , $ 1,153 , and $ 310 for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2024, the Partnership had irrevocable letters of credit outstanding totaling $ 9,150 .

MARTIN MIDSTREAM PARTNERS L.P.

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(Dollars in thousands, except where otherwise indicated)

As of December 31, 2025, the Partnership had irrevocable letters of credit outstanding totaling $ 645 .

PARTNERS' CAPITAL (DEFICIT)

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or (iii) provide funds for distributions to unitholders and the general partner for any one or more of the next four quarters, plus all cash on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter.

Net Income per Unit

Net Income (Loss) per Unit

The Partnership follows the provisions of the FASB ASC 260-10 related to earnings per share, which addresses the application of the two-class method in determining income per unit for master limited partnerships having multiple classes of securities that may participate in partnership distributions accounted for as equity distributions.

Undistributed earnings are allocated to the general partner and limited partners utilizing the contractual terms of the Partnership Agreement.

Distributions to the general partner pursuant to certain incentive distribution rights ("IDRs") held by the general partner are limited to available cash that will be distributed as defined in the Partnership Agreement.

Accordingly, the Partnership does not allocate undistributed earnings to the general partner for the IDRs because the general partner's share of available cash is the maximum amount that the general partner would be contractually entitled to receive if all earnings for the period were distributed.

When current period distributions are in excess of earnings, the excess distributions for the period are to be allocated to the general partner and limited partners based on their respective sharing of losses specified in the Partnership Agreement.

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

On July 16, 2025, 1,275,000 phantom units and 420,000 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

See “Item 11.

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

At December 31, 2025, the total liability recognized in connection with outstanding phantom unit awards was $ 4,574 , of which $ 2,905 is recorded in "Trade and other accounts payable" and $ 1,669 is recorded in "Other long-term obligation"s on the Consolidated Balance Sheets.

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

As of December 31, 2025, there was a total of $ 5,598 of unrecognized compensation costs related to non-vested phantom unit awards.

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The performance targets may include, but are not limited to, the following:

revenue and income measures, cash flow measures, net income before interest expense and income tax expense ("EBIT"), net income before interest expense, income tax expense, and depreciation and amortization ("EBITDA"), distribution coverage metrics, expense measures, liquidity measures, market measures, corporate sustainability metrics, and other measures related to acquisitions, dispositions, operational objectives and succession planning objectives.

PBRUs are earned only upon our achievement of an objective performance measure for the performance period.

PBRUs which vest are payable in common units.

Unvested units granted under the 2017 LTIP may or may not participate in cash distributions depending on the terms of each individual award agreement.

MARTIN MIDSTREAM PARTNERS L.P.

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(Dollars in thousands, except where otherwise indicated)

other measures related to acquisitions, dispositions, operational objectives and succession planning objectives.

PBRUs are earned only upon our achievement of an objective performance measure for the performance period.

PBRUs which vest are payable in common units.

Unvested units granted under the 2017 LTIP may or may not participate in cash distributions depending on the terms of each individual award agreement.

The restricted units issued to directors generally vest in equal annual installments over a four-year period.

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That cost is expected to be recognized over a weighted-average period of 2.38 years.

The components of income tax expense from operations for the years ended December 31, 2024, 2023 and 2022 are as follows:

2024 2023 2022

$ 2,318 $ 904 $ 1,179

1,625 828 1,004

3,943 1,732 2,183

595 3,051 4,815

State ( 341 ) 1,135 929

254 4,186 5,744

Total income tax expense $ 4,197 $ 5,918 $ 7,927

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

The Texas margin tax is considered a state income tax and is included in income tax expense on the Consolidated Statements of Operations.

Since the tax base on the Texas margin tax is derived from an income-based measure, the margin tax is construed as income tax, and therefore, the recognition of deferred taxes applies to the margin

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

The components of pretax income (loss) and income tax expense (benefit) from operations for the years ended December 31, 2025, 2024 and 2023 are as follows:

2025 2024 2023

Income (loss) from continuing operations before income tax expense (benefit)

US $ ( 9,973 ) $ ( 1,010 ) $ 1,369

Total $ ( 9,973 ) -9973 $ ( 1,010 ) $ 1,369

Income tax expense (benefit) from continuing operations

Current tax expense (benefit)

US federal $ 2,174 $ 2,318 $ 904

US state and local 1,678 1,625 828

Total current tax expense (benefit) 3,852 3,943 1,732

Deferred tax expense (benefit)

US federal 708 595 3,051

US state and local 212 ( 341 ) 1,135

Total deferred tax expense (benefit) 920 254 4,186

Total income tax expense (benefit)

US federal 2,882 2,913 3,955

US state and local 1,890 1,284 1,963

Total income tax expense (benefit) $ 4,772 $ 4,197 $ 5,918

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

The Texas margin tax is considered a state income tax and is included in income tax expense on the Consolidated Statements of Operations.

Since the tax base on the Texas margin tax is derived from an income-based measure, the margin tax is construed as income tax, and therefore, the recognition of deferred taxes applies to the margin tax.

The impact on deferred taxes as a result of this provision is immaterial.

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The income tax expense from the Taxable Subsidiary operations for the years ended December 31, 2025, 2024, and 2023 differs from the "expected" tax expense (computed by applying the federal corporate rate of 21% to income before income taxes of the Taxable Subsidiary) as follows:

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

2025 2024 2023

"Expected" tax expense $ 2,669 $ 3,880 $ 6,702

Increase in income taxes resulting from:

State income taxes, net of federal income tax expense 913 1,357 1,135

Other non-deductible (non-taxable) items 299 306 ( 86 )

Other, net ( 609 ) ( 65 ) ( 320 )

Actual tax expense $ 3,272 $ 5,478 $ 7,431

Cash paid for income taxes was $ 3,356 , $ 1,404 and $ 2,250 for the years ended December 31, 2024, 2023 and 2022, respectively.

Amount Percent Amount Percent Amount Percent

US federal statutory income tax rate $ 2,175 21.00 % $ 2,669 21.00 % $ 3,880 21.00 %

Domestic federal reconciling items

Nontaxable and nondeductible items, net:

• Insurance premiums paid to non-insurance company

875 8.45 % 265 2.08 % 280 1.52 %

36 0.35 % 34 0.27 % 26 0.15 %

Return to provision true-up ( 64 ) ( 0.62 ) % ( 45 ) ( 0.36 ) % 45 0.24 %

Other domestic federal items 16 0.15 % 65 0.51 % 44 0.24 %

Domestic state and local income taxes, net of federal effect** 582 5.62 % 284 2.23 % 1,203 6.52 %

Effect of changes in tax laws or rates — — % — — % — — %

Total $ 3,620 34.95 % $ 3,272 25.73 % $ 5,478 29.67 %

**State taxes in Texas made up the majority (greater than 50 percent) of the tax effect in this category

Income taxes paid (net of refunds received) for the years ended December 31, 2025, 2024 and 2023, are as follows:

2025 2024 2023

US federal $ 1,950 $ 2,340 $ 560

Domestic state and local

Texas 1,349 766 510

Other 223 131 150

Subtotal 1,572 1,016 844

Total $ 3,522 $ 3,356 $ 1,404

*Jurisdiction is below the five percent disaggregation threshold for the period presented

Deferred taxes are the result of differences between the bases of assets and liabilities for financial reporting and income tax purposes.

Significant components of deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows:

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Deferred tax assets:

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On the basis of these considerations, as of December 31, 2025, management believes it is more likely than not that the Taxable Subsidiary will realize the benefit of the existing deferred tax assets.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Federal income taxes refundable related to the operation of the Taxable Subsidiary of $ 44 and $ 29 for the years ended December 31, 2024 and 2023, respectively, are included in “Other current assets”.

Federal income taxes refundable related to the operation of the Taxable Subsidiary of $ 44 for the year ended December 31, 2024 are included in "Other current assets".

"Income taxes payable" includes a state income tax liability related to the operation of the Partnership of $ 1,136 and $ 931 for the years ended December 31, 2025 and 2024, respectively.

Also included in "Income taxes payable" are state income tax liabilities related to the operation of the Taxable Subsidiary of $ 352 and $ 85 for the years ended December 31, 2024 and 2023, respectively.

Also included in "Income taxes payable" is a federal income tax liability related to the operation of the Taxable Subsidiary of $ 182 for the year ended December 31, 2025 and state income tax liabilities related to the operation of the Taxable Subsidiary of $ 262 and $ 352 for the years ended December 31, 2025 and 2024, respectively.

At December 31, 2025, MTI had net operating loss carryforwards for income tax purposes of approximately $ 859 related to state taxes.

3 unchanged sentences

The net tax basis in the Partnership's assets and liabilities is greater (less) than the reported amounts on the financial statements by approximately $ 63,929 and $ 69,103 as of December 31, 2025 and 2024, respectively.

On July 4, 2025, OBBBA was enacted, which legislation included numerous revisions to U.S.

federal tax law.

The OBBBA legislation does not have a material impact on the Partnership’s financials.

As of December 31, 2025, the tax years that remain open to assessment are 2022, 2023 and 2024.

1 unchanged sentence

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

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

CODM may use different operating measures to assess operating results and allocate resources among the Partnership's four segments (outlined below), however

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

the measure that is most consistent with the amounts included in the consolidated financial statements is operating income.

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

46 unchanged sentences

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

The Unallocated SG&A amount includes $ 3,674 in transaction expenses associated with the terminated Merger with Martin Resource Management Corporation.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Recent Developments – Termination of Merger Agreement.”

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

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The Unallocated SG&A amount includes $ 3,674 in transaction expenses associated with the terminated merger with Martin Resource Management Corporation.

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

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

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

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

INVESTMENT IN DSM SEMICHEM LLC

13 unchanged sentences

DSM Semichem LLC $ 113,007 $ 25,521 $ 57,598 $ — $( 10,916 )

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

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Partnership's operations are conducted by its operating subsidiaries as it has no independent assets or operations.

The Operating Partnership, the Partnership’s wholly owned subsidiary, and the Partnership's other operating subsidiaries have issued in the past, and may issue in the future, unconditional guarantees of senior or subordinated debt securities of the Partnership.

The guarantees that have been issued are full, irrevocable and unconditional and joint and several.

In addition, the Operating Partnership may also issue senior or subordinated debt securities which, if issued, will be fully, irrevocably and

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

unconditionally guaranteed by the Partnership.

The Partnership's operations are conducted by its operating subsidiaries as it has no independent assets or operations.

The guarantees that have been issued are full, irrevocable and unconditional and joint and several.

In addition, the Operating Partnership may also issue senior or subordinated debt securities which, if issued, will be fully, irrevocably and unconditionally guaranteed by the Partnership.

Substantially all of the Partnership's operating subsidiaries are subsidiary guarantors of its outstanding 2028 Notes and any subsidiaries other than the subsidiary guarantors are minor.

2 unchanged sentences

On January 22, 2026, the Partnership 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 amended the interest coverage ratio and first lien leverage ratios in the credit facility 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 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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data