What changed in this filing

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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-24 · 66 added, 68 removed, 835 unchanged (14% of the section changed)

145 unchanged sentences

From January 1, 2025 to December 31, 2025, the Board of Directors held 5 meetings.

All directors then in office attended each of these meetings, either in person or by teleconference, with the exception of:

Martin, III, who was not in attendance at the meeting of the Board of Directors on the date of April 16, 2024.

All directors then in office attended each of these meetings, either in person or by teleconference.

Additionally, the Board of Directors undertook action four times during 2025 without a meeting by acting through written unanimous consent.

We have standing conflicts, audit, compensation and nominating committees of the Board of Directors.

1 unchanged sentence

Each member of the Audit Committee is an independent director in accordance with NASDAQ and applicable securities laws.

Each of the Board of Directors committees has a written charter approved by the Board of Directors.

Each of the board committees has a written charter approved by the Board of Directors.

Copies of each charter are posted on our website at www.MMLP.com under the "Corporate Governance" section.

The current members of the committees, the number of meetings held by each committee from January 1, 2025 to December 31, 2025, and a brief description of the functions performed by each committee are set forth below:

Conflicts Committee (30 meetings).

Conflicts Committee (1 meeting).

The members of the Conflicts Committee are:

Kelley (chairman), Massey and Collingsworth.

All of the members of the Conflicts Committee attended all meetings of the committee for the period noted above.

All of the members of the Conflicts Committee attended all meetings of the committee for the period noted

The primary responsibility of the Conflicts Committee is to review matters that the directors believe may involve conflicts of interest.

13 unchanged sentences

Massey any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and Board of Directors, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

Compensation Committee (1 meeting).

Compensation Committee (2 meetings).

The members of the Compensation Committee are Messrs.

16 unchanged sentences

We have adopted an insider trading policy and procedures governing the purchase, sale and other disposition of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NASDAQ listing standards.

A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024 and is incorporated by reference herein.

Executive Compensation

21 unchanged sentences

(2) discretionary annual cash awards;

(3) awards pursuant to the 2021 and 2025 Phantom Unit Plans, the 2017 LTIP and Martin Resource Management Corporation employee benefit plans;

(3) awards pursuant to the 2021 Plan, 2025 Plan, the 2017 LTIP and Martin Resource Management Corporation employee benefit plans;

and (4) where appropriate, other compensation, including limited perquisites.

4 unchanged sentences

Discretionary Annual Cash Awards.

In addition to the annual base salary, the Named Executive Officers may be eligible to receive discretionary annual cash awards that, if awarded, are paid in a lump sum in the quarter following the end of the fiscal year.

These cash awards are designed to provide the Named Executive Officers with competitive incentives to help

drive performance and promote achievement of Martin Resource Management Corporation’s business objectives.

In addition to the annual base salary, the Named Executive Officers may be eligible to receive discretionary annual cash awards that, if awarded, are paid in a lump sum generally during the second quarter following the end of the fiscal year.

These cash awards are designed to provide the Named Executive Officers with competitive

incentives to help drive performance and promote achievement of Martin Resource Management Corporation’s business objectives.

Named Executive Officers may also be eligible to receive a cash award based upon their services provided to us in the event that any such Named Executive Officer has devoted a significant amount of their time to working for us.

1 unchanged sentence

Employee Benefit Plan Awards.

The Named Executive Officers may be eligible to receive awards pursuant to the Martin Midstream Partners L.P.

2021 Phantom Unit Plan (the "2021 Plan"), the 2017 LTIP and Martin Resource Management Corporation employee benefit plans.

The Named Executive Officers may be eligible to receive awards pursuant to the 2025 Plan, the 2017 LTIP and Martin Resource Management Corporation employee benefit plans.

These employee benefit plan awards are designed to reward the performance of the Named Executive Officers by providing annual incentive opportunities tied to the annual performance of Martin Resource Management Corporation.

22 unchanged sentences

All decisions of the Management Compensation Committee of Martin Resource Management Corporation concerning the compensation of the Named Executive Officers are reviewed and approved by the Compensation Committee of the Board of Directors of Martin Resource Management Corporation.

With respect to employee benefit plan awards pursuant to plans maintained by the Partnership, the Management Compensation Committee of

Martin Resource Management Corporation makes a recommendation as to whether such awards should be awarded to any employees.

With respect to employee benefit plan awards pursuant to plans maintained by the Partnership, the Management Compensation Committee of Martin Resource Management Corporation makes a recommendation as to whether such awards should be awarded to any

Any such employee plan awards are then considered and must be approved by the Compensation Committee and then are distributed to the employees, including Named Executive Officers, accordingly.

7 unchanged sentences

(2) discretionary annual cash awards;

(3) awards pursuant to the 2021 Plan or the 2017 LTIP;

(3) awards pursuant to the 2021 Plan, 2025 Plan or the 2017 LTIP;

(4) other Martin Resource Management Corporation employee benefit plans;

16 unchanged sentences

Phantom Unit Plan

On July 21, 2021, the Board of Directors of the Partnership and the Compensation Committee approved the 2021 Plan, effective as of the same date.

On July 21, 2021, the Board of Directors and the Compensation Committee approved the 2021 Plan, effective as of the same date.

The 2021 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.

10 unchanged sentences

provided, that the participant has been in continuous employment through the termination or change in control date, as applicable.

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.

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.

11 unchanged sentences

Restricted Unit Plan

On May 26, 2017, the unitholders of the Partnership approved the Martin Midstream Partners L.P.

2017 Restricted Unit Plan (the "2017 LTIP").

On May 26, 2017, the unitholders of the Partnership approved the 2017 LTIP.

The plan currently permits the grant of awards covering an aggregate of 3,000,000 common units, all of which can be awarded in the form of restricted units.

11 unchanged sentences

The Compensation Committee may also award a percentage of restricted units with vesting requirements based upon the achievement of specified pre-established performance targets ("PBRUs").

The performance targets may include, but are not

limited to, the following:

revenue and income measures, cash flow measures, EBIT, 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.

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

revenue and income measures, cash flow measures, EBIT, 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.

9 unchanged sentences

Clawback Policy

We previously adopted a compensation recovery or “clawback” policy in accordance with applicable Nasdaq listing rules, a copy of which is filed as an exhibit to this Annual Report on Form 10-K.

We previously adopted a compensation recovery or “clawback” policy in accordance with applicable Nasdaq listing rules, a copy of which is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024 and is incorporated by reference herein.

It is generally our policy that our general partner will recoup any incentive compensation erroneously awarded to any current or former executive officers due to material noncompliance with any financial reporting requirement under applicable securities laws during the three completed fiscal years immediately preceding the date our general partner determines that an accounting restatement is required.

3 unchanged sentences

The following summary of these plans is not complete but outlines the material provisions of these plans.

Martin Resource Management Corporation Purchase Plan for Units of Martin Midstream Partners L.P .

Martin Resource Management Corporation maintains a purchase plan for our units to provide employees of Martin Resource Management Corporation and its affiliates who perform services for us the opportunity to acquire an equity interest in us through the purchase of our common units.

Each individual employed by Martin Resource Management Corporation or an affiliate of Martin Resource Management Corporation that provides services to us is eligible to participate in the purchase plan.

Enrollment in the purchase plan by an eligible employee will constitute a grant by Martin Resource Management Corporation to the employee of the right to purchase common units under the purchase plan.

The right to purchase common units granted by the Partnership under the purchase plan is for the term of a purchase period.

During each purchase period, each participating employee may elect to make contributions to his bookkeeping account each pay period in an amount not less than one percent of his compensation and not more than fifteen percent of his compensation.

The rate of contribution shall be designated by the employee at the time of enrollment.

On each purchase date (the last day of such purchase period), units will be purchased for each participating employee at the fair market value of such units.

The fair market value of the common units to be purchased during such purchase period shall mean the closing sales price of a unit on the purchase date.

MRMC ESOP Trust ("ESOP").

17 unchanged sentences

This profit sharing plan is referred to as the "401(k) Plan." Eligible employees may elect to participate in the 401(k) Plan by electing pre-tax contributions up to 30% of their regular compensation.

Martin Resource Management Corporation may make annual discretionary profit sharing contributions in an amount at the plan year end as determined by the Board of Directors of Martin Resource Management Corporation.

Martin Resource Management Corporation may make annual discretionary profit sharing contributions in an amount at the plan year end as determined by the Board of Directors of Martin

Resource Management Corporation.

Participants in the 401(k) Plan prior to January 1, 2017 are 100% vested in matching contributions, while those employed after January 1, 2017 become vested upon completion of the five years of vesting service schedule or upon their attainment of age 65, permanent disability or death during employment.

20 unchanged sentences

2023 $ 317,600 $ — $ 76,550 $ 394,150

(a) On each of July 19, 2023 and April 20, 2022, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date, or July 19, 2026 and July 21, 2025, respectively.

(a) On each of July 16, 2025, February 11, 2025, and July 19, 2023, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, each of which awards vest in full on July, 21, 2028, July 21, 2027, and July 19, 2026, respectively.

The grant date value of a phantom unit under a phantom unit appreciation right award is equal to the average of the closing price for a common unit during the 20 trading days immediately preceding the grant date of the award.

9 unchanged sentences

Phantom Units - 2025 Award — — — — 125,000 $ 326,250

Phantom Unit Appreciation Rights - 2023 Award — 52,500 $ 2.13 N/A — $ 25,200

Phantom Unit Appreciation Rights - 2025 Award — 55,000 $ 3.58 N/A — $ —

Phantom Unit Appreciation Rights - 2025 Award — 55,000 $ 3.02 N/A — $ —

Phantom Units - 2023 Award — — — — 105,000 $ 274,050

Phantom Units - 2025 Award — — — — 115,000 $ 300,150

Phantom Unit Appreciation Rights - 2023 Award — 45,000 $ 2.13 N/A — $ 21,600

Phantom Unit Appreciation Rights - 2025 Award — 45,000 $ 3.58 N/A — $ —

Phantom Unit Appreciation Rights - 2025 Award — 45,000 $ 3.02 N/A — $ —

Phantom Units - 2023 Award — — — — 91,000 $ 237,510

Phantom Units - 2025 Award — — — — 95,000 $ 247,950

Phantom Unit Appreciation Rights - 2023 Award — 39,000 $ 2.13 N/A — $ 18,720

Phantom Unit Appreciation Rights - 2025 Award — 35,000 $ 3.58 N/A — $ —

Phantom Unit Appreciation Rights - 2025 Award — 35,000 $ 3.02 N/A — $ —

Phantom Units - 2023 Award — — — — 91,000 $ 237,510

Phantom Units - 2025 Award — — — — 95,000 $ 247,950

Phantom Units - 2025 Award — — $ — $ — 95,000 $ 247,950

Phantom Unit Appreciation Rights - 2023 Award — 39,000 $ 2.13 N/A — $ 18,720

Phantom Unit Appreciation Rights - 2025 Award — 35,000 $ 3.58 N/A — $ —

Phantom Unit Appreciation Rights - 2025 Award — 35,000 $ 3.02 N/A — $ —

Phantom Units - 2023 Award — — — — 35,000 $ 91,350

Phantom Units - 2025 Award — — — — 40,000 $ 104,400

Phantom Units - 2025 Award — — — — 50,000 $ 130,500

Phantom Unit Appreciation Rights - 2023 Award — 15,000 $ 2.13 N/A — $ 7,200

Phantom Unit Appreciation Rights - 2025 Award — 15,000 $ 3.58 N/A — $ —

(a) The 2022 Award vests in full on July 21, 2025, and the 2023 Award vests in full on July 19, 2026.

Phantom Unit Appreciation Rights - 2025 Award — 20,000 $ 3.02 N/A — $ —

(a) The 2023 Award vests in full on July 19, 2026, the February 2025 Award vests in full on July 21, 2027, and the July 2025 Award vests in full on July 21, 2028.

(b) The market value of unvested phantom units is calculated by multiplying the number of unvested phantom units held by the NEOs by the closing price of our common stock on December 31, 2025.

Because our closing stock price on December 31, 2024 was less than the strike price of the phantom unit appreciation rights 2022 awards, a $0 market value was included for the unvested phantom unit appreciation rights.

Because our closing stock price on December 31, 2025 was less than the strike price of each of the phantom unit appreciation rights 2025 awards, a $0 market value was included for the unvested phantom unit appreciation rights.

EQUITY VESTED TABLE FOR THE YEAR ENDED DECEMBER 31, 2024

9 unchanged sentences

Directors of our general partner who are not employees of Martin Resource Management Corporation are entitled to receive total quarterly retainer fees of $27,500 each.

In 2024, each non-employee director received $65,000 in additional fees related to efforts with respect to the terminated Merger with Martin Resource Management Corporation.

Martin Resource Management Corporation employees who are a member of the Board of Directors do not receive any additional compensation for serving in such capacity.

41 unchanged sentences

7,212,745 18.4%

The Goldman Sachs Group, Inc.

and Goldman Sachs & Co.

Nomura Holdings, Inc.

3,837,328 9.8%

10 unchanged sentences

12,671,246 32.4%

Total Units Outstanding at February 23, 2026

1 The address for Martin Resource Management Corporation and all of the individuals listed in this table, unless otherwise indicated, is c/o Martin Midstream Partners L.P., 4200 Stone Road, Kilgore, Texas, 75662.

2 Based solely upon the Form 13F Holdings Report filed on February 13, 2025 with the SEC by the beneficial owner as of December 31, 2024.

2 Based solely upon the Form 13F Holdings Report filed on November 13, 2025 with the SEC by the beneficial owner as of December 31, 2025.

According to the Schedule 13G/A filed on February 12, 2024, Invesco Ltd.

has sole voting power and sole dispositive power over 7,212,745 of common units.

has sole voting power and sole dispositive power over 7,212,745 common units.

The address for Invesco Ltd.

7 unchanged sentences

The 4,203,823 common units beneficially owned by Martin Resource Management Corporation through its ownership of Martin Resource LLC have been pledged as security to a third party to secure payment for a loan made by such third party.

The 1,094,416 common units beneficially owned by Martin Resource Management Corporation through its ownership of Martin Product Sales LLC have been pledged as security to a third party to secure payment for a loan made by such third party.

The 889,444 common units beneficially owned by Martin

Resource Management Corporation through its ownership of Cross Oil Refining & Marketing Inc.

The 2,781,179 common units beneficially owned by Martin Resource Management Corporation through its ownership of Martin Product Sales LLC have been pledged as security to a third

party to secure payment for a loan made by such third party.

The 889,444 common units beneficially owned by Martin Resource Management Corporation through its ownership of Cross Oil Refining & Marketing Inc.

have been pledged as security to a third party to secure payment for a loan made by such third party.

13 unchanged sentences

Martin may be deemed to be the beneficial owner thereof.

13 Based solely upon the Schedule 13G/A, jointly filed on February 11, 2025 with the SEC by the beneficial owners as of December 31, 2024.

The Goldman Sachs Group, Inc.

and Goldman Sachs & Co.

LLC (collectively, "Goldman Sachs") have shared voting power and shared dispositive power over 2,970,118 of common units.

The address for Goldman Sachs is 200 West Street, New York, New York, 10282.

13 Based solely upon the Schedule 13G/A, jointly filed on August 14, 2025 with the SEC by the beneficial owners as of December 31, 2025.

Nomura Holdings, Inc.

and Nomura Global Financial Products, Inc.

have shared voting power and shared dispositive power over 3,837,328 of common units.

The address for Nomura Holdings, Inc.

is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan.

The address for Nomura Global Financial Products, Inc.

is Worldwide Plaza, 309 West 49th Street, New York, New York, 10019.

Martin Resource Management Corporation indirectly owns 100% of the membership interests in the holding company that is the sole member of our general partner and, together with our general partner, owned approximately 20.2% of our outstanding common limited partner units as of December 31, 2025.

15 unchanged sentences

2 The MRMC ESOP owns 109,755.03 shares of common stock of Martin Resource Management Corporation.

The MRMC ESOP Co-Trustees serve as trustees of the MRMC ESOP but all of its voting and investment decisions related to the unallocated shares of common stock are directed by the Board of Directors of Martin Resource Management Corporation.

the common stock held by the MRMC ESOP, 101,889.89 shares of common stock are allocated to participant accounts, and 16,531.70 shares of common stock are unallocated.

The MRMC ESOP Co-Trustees serve as trustees of the MRMC ESOP but all of its voting and investment decisions related to the

unallocated shares of common stock are directed by the Board of Directors of Martin Resource Management Corporation.

Of the common stock held by the MRMC ESOP, 95,060.18 shares of common stock are allocated to participant accounts, and 14,694.85 shares of common stock are unallocated.

Bondurant and Randall Tauscher (the "Martin ESOP Co-Trustees") are co-trustees of the Martin Employee Stock Ownership Trust which converted from a profit sharing plan known as the Martin Employees' Stock Profit Sharing Plan on January 1, 2014.

124 unchanged sentences

The fees we charge Martin Resource Management Corporation are based on applicable market rates.

We are a party to an agreement with Martin Resource Management Corporation dated November 1, 2002 as amended, under which Martin Resource Management Corporation provides us with marine fuel from its locations in the Gulf of Mexico at a fixed rate in excess of the Platt’s U.S.

We are a party to an agreement with Martin Resource Management Corporation dated November 1, 2002 as amended, under which Martin Resource Management Corporation provides us 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.

9 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 .

Other Miscellaneous Agreements.

5 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 $6.7 million, $5.0 million, and $3.3 million, respectively.

Consulting Services Agreement .

The Operating Partnership is a party to the Consulting Services Agreement.

Pursuant to the terms of the Consulting Services Agreement, Ruben S.

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

Martin $0.3 million 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.

Storage and Services Agreement.

27 unchanged sentences

(1) Financial Statements (see Part II, Item 8.

of this Annual Report on Form 10-K regarding financial statements)

of this Annual Report regarding financial statements)

(2) Financial Statement Schedules:

26 unchanged sentences

000-50056), filed February 8, 2023 and incorporated herein by reference).

4.2 Description of Securities (filed as Exhibit 4.2 to the Partnership’s Annual Report on Form 10-L (SEC File No.

4.2 Description of Securities (filed as Exhibit 4.2 to the Partnership’s Annual Report on Form 10-K (SEC File No.

000-50056), filed March 2, 2023, and incorporated herein by reference).

26 unchanged sentences

000-50056), filed November 19, 2002, and incorporated herein by reference).

10.11+ First Amendment to the Third Amended and Restated Terminal Services Agreement by and between the Operating Partnership and Martin Energy Services LLC, dated December 26, 2023.

10.12*+ Second Amendment to the Third Amended and Restated Terminal Services Agreement by and between the Operating Partnership and Martin Energy Services LLC, dated January 1, 2025.

10.11+ First Amendment to the Third Amended and Restated Terminal Services Agreement by and between the Operating Partnership and Martin Energy Services LLC, dated December 26, 2023 (filed as Exhibit 10.15 to the Partnership’s Annual Report on Form 10-K (SEC File No.

000-50056), filed February 21, 2024, and incorporated herein by reference).

10.12+ Second Amendment to the Third Amended and Restated Terminal Services Agreement by and between the Operating Partnership and Martin Energy Services LLC, dated January 1, 2025 (filed as Exhibit 10.12 to the Partnership’s Annual Report on Form 10-K (SEC File No.

000-50056), filed February 24, 2025, and incorporated herein by reference).

10.13 Lubricants and Drilling Fluids Terminal Services Agreement by and between the Operating Partnership and MFS LLC, dated December 23, 2003, as amended, (filed as Exhibit 10.4 to the Partnership’s Amendment No.

42 unchanged sentences

000-50056), filed February 18, 2025, and incorporated herein by reference).

10.29 Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of September 24, 2025, by and among Martin Operating Partnership L.P., as borrower, Martin Midstream Partners L.P., as guarantor, the other guarantors party thereto, the financial institutions party thereto as lenders and Royal Bank of Canada, as administrative agent and collateral agent (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (Reg.

000-50056), filed September 24, 2025 and incorporated herein by reference).

10.30 Termination Agreement between Martin Resource Management Corporation and Martin Midstream Partners L.P., dated December 26, 2024 (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

15 unchanged sentences

000-50056), filed October 3, 2024, and incorporated herein by reference).

19* Insider Trading Policy.

19 Insider Trading Policy (filed as Exhibit 19 to the Partnership’s Annual Report on Form 10-K (SEC File No.

000-50056), filed February 24, 2025, and incorporated herein by reference).

21.1* List of Subsidiaries.

12 unchanged sentences

(2) the Consolidated Statements of Income;

(3) Consolidated Statements of Comprehensive Income;

(3) the Consolidated Statements of Cash Flows;

27 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures