MARTIN MIDSTREAM PARTNERS L.P. 10-K

Item 1. Business References in this Annual Report on Form 10-K for the year ended December 31, 2025 (this "Annual Report") to "we," "ours," "us" or like terms when used in a historical context refer to the assets and operations of Martin Resource Management Corporation's business contributed to us in connection with our initial public offering on November 6, 2002. References in this Annual Report to "Martin Resource Management Corporation" refer to Martin Resource Management Corporation and its subsidiaries, unless the context otherwise requires. References in this Annual Report to the "Partnership" refer to Martin Midstream Partners L.P. and its subsidiaries, unless the content otherwise requires. You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Annual Report. For more detailed information regarding the basis for presentation for the following information, you should read the notes to the consolidated financial statements included elsewhere in this Annual Report. Forward-Looking Statements This Annual Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements included in this Annual Report that are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto), are forward-looking statements. These statements can be identified by the use of forward-looking terminology including "forecast," "may," "believe," "will," "expect," "anticipate," "estimate," "continue" or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other "forward-looking" information. We and our representatives may from time to time make other oral or written statements that are also forward-looking statements. These forward-looking statements are made based upon management's current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons, including those discussed below in "Item 1A. Risk Factors - Risks Relating to our Business." Overview We are a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States ("U.S."). Our four primary business lines include: • Terminalling, processing, and storage services for petroleum products and by-products; • Land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; • Sulfur and sulfur-based products processing, manufacturing, marketing, and distribution; and • Marketing, distribution, and transportation services for natural gas liquids ("NGL") and blending and packaging services for specialty lubricants and grease. Our vertically integrated services have created long-standing relationships with a diversified customer base that includes major and independent oil and gas companies, independent refiners, chemical companies, and other wholesale purchasers of certain petroleum products and by-products, with significant business concentrated around the U.S. Gulf Coast refinery complex, which is a major hub for petroleum refining, natural gas gathering and processing, and support services for the exploration and production industry. The petroleum products and by-products we gather, transport, store and market are produced primarily by major and independent oil and gas companies who often rely on third parties, such as us, for the transportation and disposition of these products. 1 We believe that we have become an integral part of the value chain for our customers by providing them with high value, niche services. We generate a significant amount of our cash flow from fee-based businesses with a significant amount of the working capital demands and margin risk associated with the collective services that we and our sponsor, Martin Resource Management Corporation, provide to customers mainly assumed under contracts between such customers and Martin Resource Management Corporation. Our fixed fee and margin business provides a combination of long-term, spot and evergreen contracts. We were formed in 2002 by Martin Resource Management Corporation, a privately-held company whose initial predecessor was incorporated in 1951 as a supplier of products and services to drilling rig contractors. Since then, Martin Resource Management Corporation has expanded its operations through acquisitions and internal expansion initiatives as its management identified and capitalized on the needs of producers and purchasers of petroleum products and by-products and other bulk liquids. Martin Resource Management Corporation is an important supplier and customer of ours. As of December 31, 2025, Martin Resource Management Corporation owned 20.2% of our total outstanding common limited partner units. Furthermore, on December 28, 2021, Martin Resource Management Corporation indirectly acquired, through its wholly owned subsidiary, Martin Resource LLC, the remaining 49% voting interest (50% economic interest) in MMGP Holdings, LLC ("Holdings"), which is the sole member of Martin Midstream GP LLC ("MMGP"), our general partner. Such interests were previously held by certain affiliated investment funds managed by Alinda Capital Partners, which sold the interests to Senterfitt Holdings Inc. (“Senterfitt”) on November 23, 2021. At such time, Senterfitt granted Martin Resource LLC the right to purchase such interests for a period of ten years, which right was exercised on December 28, 2021. As a result, Martin Resource Management Corporation indirectly owns 100% of MMGP. Martin Resource Management Corporation directs our business operations through its ownership of our general partner. MMGP owns a 2.0% general partner interest in us, and, until November 23, 2021, MMGP owned all of our incentive distribution rights. On November 23, 2021, MMGP contributed to us all of our incentive distribution rights for no consideration, whereupon the incentive distribution rights were cancelled and cease to exist. We entered into an omnibus agreement dated November 1, 2002, with Martin Resource Management Corporation (the "Omnibus Agreement") that governs, among other things, potential competition and indemnification obligations among the parties to the agreement, related party transactions, the provision to us of general administration and support services by Martin Resource Management Corporation and our use of certain of Martin Resource Management Corporation’s trade names and trademarks. Under the terms of the Omnibus Agreement, the employees of Martin Resource Management Corporation are responsible for conducting our business and operating our assets. Martin Resource Management Corporation has operated our business since the Partnership's inception in 2002. Martin Resource Management Corporation began operating our NGL business in the 1950s and our sulfur business in the 1960s. It began our land transportation business in the early 1980s and our marine transportation business in the late 1980s. It entered into our fertilizer and terminalling and storage businesses in the early 1990s. Primary Business Segments Our primary business segments can be generally described as follows: • Terminalling and Storage. We own or operate 12 marine shore-based terminal facilities and 8 specialty terminal facilities located primarily in the Gulf Coast region of the U.S. with aggregate storage capacity of 2.6 million barrels. We own one naphthenic lubricants refinery in Smackover, Arkansas with a capacity of 7,700 barrels per day, 0.2 million barrels of crude bulk storage and 0.6 million barrels of lubricant storage. Further, we own approximately 2.3 million barrels of underground storage capacity for NGLs. We store NGLs for wholesale deliveries to refineries, industrial NGL users and propane retailers in the southern U.S. We provide storage, refining, and handling services for producers and suppliers of petroleum products and by-products, including the refining of naphthenic crude oil. Our facilities and resources provide us with the ability to handle various products that require specialized treatment, such as molten sulfur and asphalt. We also provide land rental to oil and gas companies along with storage and handling services for lubricants and fuels through our shore-based terminals. We provide these terminalling and storage services on a fixed-fee basis and a significant portion of the contracts in this segment provide for minimum fee arrangements that are not based on the volumes handled. We believe that our terminalling, processing and storage for petroleum products and by-products would be difficult for our customers or competitors to replicate. • Transportation. We operate a fleet of both land transportation and marine transportation assets that transport petroleum products and by-products, petrochemicals, and chemicals. Our land transportation assets include approximately 590 trucks and 1,230 tank trailers which are based across 25 terminals strategically located 2 throughout the U.S. Gulf Coast and southeastern U.S. Our marine transportation assets include 27 inland marine tank barges, 15 inland push boats and one articulated offshore tug and barge unit that primarily operate coastwise along the Gulf of America and on the U.S. inland waterway system, primarily between domestic ports along the Gulf of America, the Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system. Our "refinery and petrochemical services" model is focused on transportation of heavy tank bottoms (by-products) and other petroleum products, hauling NGLs, molten sulfur, sulfuric acid, paper mill liquids, chemicals, and numerous other bulk liquid commodities from refineries and petrochemical production locations to end markets. We provide these transportation services on a fee basis, and many of our customers have long-standing contractual relationships with us. We believe our modernized asset base is attractive both to our existing customers as well as potential new customers. In addition, our marine fleet contains several vessels that reflect our focus on specialty products. • Sulfur Services. We have developed an integrated system of transportation assets and facilities relating to sulfur services. We process and distribute sulfur produced by oil refineries primarily located in the Gulf Coast region of the U.S. We purchase and sell molten sulfur on contracts that are tied to sulfur indices to minimize margin fluctuations. We process molten sulfur into prilled or pelletized sulfur at our facility in Beaumont, Texas on contracts that traditionally provide guaranteed minimum fees. The sulfur we process and handle is primarily used in the production of fertilizers and industrial chemicals. We own and operate five sulfur-based fertilizer production plants and one emulsified sulfur blending plant. These plants are located in Texas and Illinois and manufacture primarily sulfur-based fertilizer products for wholesale distributors and industrial users. Demand for our sulfur products exists across the globe, and our asset base provides additional opportunities to handle increases in U.S. supply and access to foreign demand. • Specialty Products. We own and operate facilities dedicated to both the blending and packaging of private label agricultural, automotive, and industrial lubricants, and the manufacture and packaging of commercial and industrial greases. We sell and distribute NGLs that we primarily purchase from refineries and natural gas processors. We store and transport NGLs for wholesale deliveries to industrial NGL users and propane retailers in the southeastern U.S. Significant Recent Developments Tariffs and Trading Relationships. In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with those countries which the United States has the largest trade deficits, including China. Increased tariffs by the United States have led, and may continue to lead, to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government announced and rescinded multiple tariffs on several foreign jurisdictions, which increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. In August 2025, however, the U.S. Court of Appeals for the Federal Circuit ruled that the tariffs imposed under the Trump Administration exceed presidential authority and therefore are invalid, and in February 2026, the U.S. Supreme Court affirmed such decision. Following the ruling, the Trump administration signed an executive order imposing a 10% “global tariff” and later indicated an intention to increase such “global tariff” to 15%, effective immediately, using presidential powers under certain U.S. trade laws. If implemented, such tariffs can remain in effect for up to 150 days, which may be extended by the U.S. Congress. The Trump Administration may continue to impose additional tariffs under other U.S. trade laws. Any future tariffs and current uncertainties about tariffs and their effects on trading relationships may affect the cost and availability of raw materials and contribute to inflation in the markets in which we operate. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain. Subsequent Events Quarterly Distribution. 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. 3 Our Growth Strategy The key components of our growth strategy are: • Establish Strategic Commercial Alliances . Many of our larger customers, which include major integrated energy companies, have established strategic alliances with midstream service providers such as us to address logistical and transportation challenges or to achieve operational synergies. We intend to utilize our industry knowledge, network of customers and suppliers, and strategic asset base to expand commercial alliances to drive revenue and cash flow growth in the future. • Spur Internal Organic Growth by Attracting New Customers and Expanding Services Provided to Existing Customers . Opportunities exist to expand our customer base and provide additional services and products to existing customers. We generally begin a relationship with a customer by transporting, storing or marketing a limited range of products and services. Expanding our customer base and our service and product offerings to existing customers is an efficient and cost-effective method of achieving organic growth in revenues and cash flow. We plan to focus on growth in our business segments with a stronger economic outlook. • Pursue Organic Growth Projects . We continually evaluate organic expansion opportunities in existing areas of operation that will allow us to leverage our existing market position and increase the revenues from our existing assets through improved utilization and efficiency. Competitive Strengths We believe we are well positioned to execute our business strategy because of the following competitive strengths: Strategically Located Assets. A significant portion of our cash flow comes from providing various services to the oil refining industry. Accordingly, a significant portion of our assets are located in proximity to refining operations along the U.S. Gulf Coast. For example, our land transportation assets are based out of terminals strategically located to serve refineries and chemical companies across the U.S. Gulf Coast. Many of our sulfur services assets are located to source sulfur from the largest refinery sources in the U.S. Finally, our terminalling and storage assets are located in areas across the U.S. Gulf Coast to support our refinery-based customers. Specialized Transportation Equipment and Storage Facilities. We have the assets and expertise to handle and transport an array of petroleum products and by-products with unique requirements for transportation and storage. For example, we own facilities and resources to transport a variety of specialty products, including ammonia, molten sulfur and asphalt. Some of these specialty products require treatment across a wide range of temperatures (between approximately -30 to +400 degrees Fahrenheit) to remain in liquid form, which our facilities are designed to accommodate. These capabilities help us enhance relationships with our customers by offering them specialized services to handle their unique product requirements. Strong Industry Reputation and Established Relationships with Suppliers and Customers. We have established a reputation in our industry as a reliable and cost-effective supplier of services to our customers and have a track record of safe and efficient operations at our facilities. Our management has also established long-term relationships with many of our suppliers and customers. We benefit from our management’s reputation and track record and from these long-term relationships. We provide specialized value-added services to our customers and believe we have become an integral part of their value chain. Fee-Based Contracts. We generate a significant amount of our cash flow from fee-based contracts with our customers, many of which are major and independent oil and gas companies with whom we have long-standing customer relationships. A majority of our fee-based contracts consist of reservation charges or minimum fee arrangements, which reduce the volatility of our cash flows due to volume fluctuations. Vertically Integrated Services Provided for U.S. Gulf Coast-Centric Asset and Operational Footprint. We own and operate a diversified asset base that enables us to offer our customers an integrated distribution network consisting of terminalling, storage, packaging and other midstream logistical services for petroleum products and by-products in one of the world’s most active refining and petrochemical regions. Experienced Management Team and Operational Expertise . Members of our executive management team and the heads of our principal business lines have a significant amount of experience in the industries in which we operate. Our management team's experience and familiarity with our industry and businesses are important assets that assist us in 4 implementing our business strategies. In addition, members of our senior management hold significant limited and general partner interests in us, which we believe aligns incentives with our investors. Strong Parent Support . Martin Resource Management Corporation, owner of our general partner, which is privately owned, assumes a significant amount of the working capital demands and margin risk as the counterparty to many of our fee-based contracts, providing stable fee-based cash flows to our limited partners. Terminalling and Storage Segment Specialty Terminal Operations We own or operate nine terminalling facilities providing storage, handling and transportation of various petroleum products and by-products. The locations and capabilities of our terminals are structured to complement our other businesses and reflect our strategy to provide a broad range of integrated services in the storage, handling and transportation of products. We developed our terminalling and storage assets by acquisition and upgrades of existing facilities as well as developing our own properties strategically located near rail, waterways and pipelines. We anticipate further expansion of our terminalling facilities primarily through organic growth. At the Neches, Stanolind, and Tampa terminals, our customers are primarily energy and petrochemical companies. In addition, Martin Resource Management Corporation pays us for terminalling and storage of asphalt at these facilities through a terminalling service agreement that includes a provision for minimum volume throughput requirements. We charge either a fixed monthly fee or a throughput fee for the use of services we perform at our facilities based on the capacity of the applicable tank. We conduct a substantial portion of our terminalling and storage operations under long-term contracts, which enhances the stability and predictability of our operations and cash flow. We attempt to balance our short-term and long-term terminalling contracts in order to allow us to maintain a consistent level of cash flow while maintaining flexibility to earn higher storage revenues when demand for storage space increases. In addition, a significant portion of the contracts for our specialty terminals provide for minimum fee arrangements that are not based on the volume handled. In Smackover, Arkansas, we own a refinery where we process naphthenic crude oil into finished products that include naphthenic lubricants, distillates, asphalt and other intermediates. The refinery's capacity is dedicated to a subsidiary of Martin Resource Management Corporation through a long-term tolling agreement based on throughput rates and a monthly reservation fee. We own asphalt terminals in each of Hondo, South Houston, and Port Neches, Texas and Omaha, Nebraska, each dedicated to a subsidiary of Martin Resource Management Corporation through a terminalling service agreement based on throughput rates. In Beaumont, Texas, we own a terminal ("Spindletop Terminal") where we receive natural gasoline via pipeline, store the natural gasoline in our above-ground tank, and then ship the product to our customers via other pipelines to which the facility is connected. Our fees for the use of this facility are based on the volume of barrels shipped from the terminal under a take-or-pay arrangement that includes a provision for minimum volume throughput requirements. The following is a summary description of our shore-based specialty terminals: Terminal Location Aggregate Capacity (in barrels) Products Description Tampa 1 Tampa, Florida 662,000 Asphalt, crude oil, and diesel Marine terminal, loading/unloading for vessels, barges, railcars and trucks Stanolind Beaumont, Texas 620,000 Asphalt, crude oil, sulfur, and sulfuric acid Marine terminal, marine dock for loading/unloading of vessels, barges, railcars and trucks Neches 2 Beaumont, Texas 526,000 Molten sulfur, formed sulfur, ammonia, asphalt, fuel oil, crude oil and sulfur-based fertilizer Marine terminal, loading/unloading for vessels, barges, railcars and trucks 1 The Tampa terminal is located on land owned by the Tampa Port Authority that was leased to us under a lease that expires in December 2026. 5 2 The Neches terminal is a deep water marine terminal located near Beaumont, Texas, on approximately 50 acres of land owned by us, and an additional 96 acres leased to us under terms of a 20-year lease that commenced on May 1, 2014 with three five-year options. The following is a summary description of our non shore-based specialty terminals: Terminal Location Aggregate Capacity (barrels) Products Description Smackover Refinery Smackover, Arkansas 7,700 per day; 161,000 of crude bulk storage; 645,000 of lubricant storage Naphthenic lubricants, distillates, asphalt, crude oil Naphthenic crude refining facility Hondo Asphalt Hondo, Texas 182,000 Asphalt Asphalt processing and storage South Houston Asphalt Houston, Texas 95,000 Asphalt Asphalt processing and storage Port Neches Asphalt Port Neches, Texas 300 Asphalt Asphalt processing and storage Omaha Asphalt Omaha, Nebraska 112,000 Asphalt Asphalt processing and storage Spindletop Beaumont, Texas 91,000 Natural gasoline Pipeline receipts and shipments Shore-Based Terminal Operations We own or operate 12 marine shore-based terminals along the U.S. Gulf Coast from Theodore, Alabama to Corpus Christi, Texas. Our terminalling assets are located at strategic distribution points for the products we handle and are in close proximity to our customers. We are one of the largest operators of marine shore-based terminals in the Gulf Coast region of the U.S. These terminals are used to distribute and market fuel and lubricants. Additionally, full service terminals also provide shore bases for companies that are operating in the offshore exploration and production industry. Customers are primarily oil and gas exploration and production companies and oilfield service companies, such as drilling fluid companies, marine transportation companies and offshore construction companies. Shore bases typically provide logistical support, including the storage and handling of tubular goods, loading and unloading bulk materials, providing facilities from which major and independent oil companies can communicate with and control offshore operations and leasing dockside facilities to companies which provide complementary products and services such as drilling fluids and cementing services. These contracts generally provide us a fixed land rental fee and additional rental fees that are determined based on a percentage of the sales value of the products and services delivered from the shore base. In addition, Martin Resource Management Corporation, through terminalling service agreements, pays us for terminalling and storage of fuels and lubricants at these terminal facilities and includes a provision for minimum volume throughput requirements. Our marine shore-based terminal operations are divided into two classes of terminals: (i) full service terminals and (ii) fuel and lubricant terminals. Full Service Terminals. We own or operate three full service terminals. These facilities provide logistical support services and storage and handling services for fuel and lubricants. The significant difference between our full service terminals and our fuel and lubricant terminals is that our full service terminals generate additional revenues by providing shore bases to support our customers' operating activities related to the offshore exploration and production industry. One typical use for our shore bases is for drilling fluids manufacturers to manufacture and sell drilling fluids to the offshore drilling industry. Offshore drilling companies may also set up service facilities at these terminals to support their offshore operations. Customers of our full service terminals are primarily oil and gas exploration and production companies, oilfield service companies such as drilling fluids companies, marine transportation companies and offshore construction companies. 6 The following is a summary description of our full service terminals: Terminal Location Aggregate Capacity (barrels) End of Lease (Including Options) Harbor Island 1 Port Aransas, Texas 5,200 December 2039 Pelican Island Galveston, Texas 81,200 Own Theodore Theodore, Alabama 19,900 Own 1 A portion of this terminal is owned. Fuel and Lubricant Terminals. We own or operate nine fuel and lubricant terminals located in the Gulf Coast region of the U.S. that provide storage and handling services for lubricants and fuel oil. The following is a summary description of our fuel and lubricant terminals: Terminal Location Aggregate Capacity (barrels) End of Lease (Including Options) Amelia Amelia, Louisiana 12,900 August 2028 Dock 193 1 Gueydan, Louisiana 11,000 May 2029 Fourchon Fourchon, Louisiana 80,900 May 2027 Fourchon 16 Fourchon, Louisiana 15,200 July 2048 Galveston T 2 Galveston, Texas 10,400 Own Jennings Bulk Plant Jennings, Louisiana 7,600 Own Lake Charles T Lake Charles, Louisiana 1,000 February 2028 Port Arthur Port Arthur, Texas 16,400 November 2028 Sabine Pass 2 Sabine Pass, Texas — September 2036 1 A portion of this terminal is owned. 2 These terminals are currently in caretaker status. Underground NGL Storage Terminal Operations Our underground NGL terminalling assets have storage and logistics capabilities for NGLs purchased primarily from major domestic oil refiners and natural gas processors. This facility has a capacity of 2.3 million barrels for NGLs along with a railcar facility that includes a loading/unloading rack with connections for 30 cars and the ability to load or unload multiple products at a time. These operations support the NGL marketing efforts in our specialty products division and at Martin Resource Management Corporation. Competition in our Terminalling and Storage Segment. We compete with independent terminal operators and major energy and chemical companies that own their own terminalling and storage facilities. Many of our customers prefer to contract with independent terminal operators rather than terminal operators owned by integrated energy and chemical companies that may have refining or marketing interests that compete with them. Independent terminal owners generally compete on the basis of the location and versatility of terminals, service and price. A favorably located terminal has access to various cost-effective transportation modes, both to and from the terminal, such as waterways, railroads, roadways and pipelines. Terminal versatility depends upon the operator’s ability to handle diverse products, some of which have complex or specialized handling and storage requirements. The service function of a terminal includes, among other things, the safe storage of product at specified temperature, moisture and other conditions and receiving and delivering product to and from the terminal. All of these services must be in compliance with applicable environmental and other regulations. We successfully compete for terminal customers because of the strategic location of our terminals along the U.S. Gulf Coast, our integrated transportation services, our reputation, the prices we charge for our services and the quality and versatility of our services. Additionally, while some companies have significantly more terminalling and storage capacity than us, not all terminalling and storage facilities located in the markets we serve are equipped to properly handle specialty products such as asphalt, sulfur and anhydrous ammonia. 7 The principal competitive factors affecting our terminals, which provide fuel and lubricants distribution and marketing, as well as shore bases at certain terminals, are the locations of the facilities, availability of competing logistical support services and the experience of personnel and dependability of service. Shore base rental contracts are generally long-term contracts and provide more protection from competition. Our primary competitors for both lubricants and shore bases include several independent operators as well as major companies that maintain their own similarly equipped marine terminals, shore bases and fuel and lubricant supply sources. Transportation Segment Land Transportation Operations We operate a fleet of land transportation assets comprising approximately 590 trucks and 1,230 tank trailers that transport petroleum products and by-products, petrochemicals, and chemicals. Our land transportation assets operate out of 25 strategically located terminals throughout the U.S. Gulf Coast and Southeastern U.S. The following is a listing of our terminals utilized in our land transportation business: Terminal Locations Texas Louisiana Arkansas Florida Baytown Arcadia West Memphis Tampa Beaumont Baton Rouge Smackover Pace Beaumont Lube Bossier City Stephens Mulberry Channelview Jennings Corpus Christi Lake Charles Tennessee Other Kilgore Reserve Chattanooga Theodore, Alabama Longview Kingsport Hattiesburg, Mississippi Plainview Kenova, West Virginia Our major land transportation customers include energy, petrochemical, and chemical companies and Martin Resource Management Corporation. We conduct our land transportation services under fee-based transportation agreements with customers in which we have long-term relationships. We are party to a master transportation services agreement under which we provide land transportation services to Martin Resource Management Corporation on a demand basis at applicable market rates. The agreement will continue unless either party terminates the agreement by giving at least 30 days' written notice to the other party. The rates under this agreement are subject to any adjustments which are mutually agreed upon or in accordance with a price index. Additionally, shipping charges are also subject to fuel surcharges determined on a weekly basis in accordance with the U.S. Department of Energy’s national diesel price list. Competition. The U.S. tank truck market is highly competitive and fragmented, due to the presence of many small and medium-sized market participants. Driver availability plays a major role in each market participant's ability to generate revenue. Competition in our service regions is based primarily on freight rates, service, efficiency, and available capacity. Marine Transportation Operations We utilize a fleet of inland and offshore tows that provide marine transportation of petroleum products and by-products produced in oil refining. Our marine transportation business operates coastwise along the Gulf of America and the east coast of the U.S., as well as on the U.S. inland waterway system, primarily between domestic ports along the Gulf of America, Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system. Our inland tows generally consist of one push boat and one to three tank barges, depending upon the horsepower of the push boat, the river or canal capacity and conditions, and customer requirements. Our offshore tow consists of one tugboat, with much greater horsepower than an inland push boat, and one large tank barge. We transport asphalt, fuel oil, gasoline, sulfur and other bulk liquids. 8 The following is a summary description of the marine vessels we use in our marine transportation business: Class of Equipment Number in Class Capacity/Horsepower Products Transported Inland tank barges 5 Under 20,000 barrels Diesel fuel Inland tank barges 22 20,000 - 31,000 barrels Asphalt, crude oil, fuel oil and gasoline Inland push boats 15 800 - 2,650 horsepower N/A Offshore tank barge 1 59,000 barrels Diesel fuel Offshore tugboat 1 7,100 horsepower N/A Our largest marine transportation customers include major and independent oil and gas refining companies, petroleum marketing companies and Martin Resource Management Corporation. We conduct our marine transportation services on a fee basis primarily under spot contracts. We are a party to a marine transportation agreement under which we provide marine transportation services to Martin Resource Management Corporation on a spot contract basis at applicable market rates. Effective each January 1, this agreement automatically renews for consecutive one-year periods unless either party terminates the agreement by giving written notice to the other party at least 60 days prior to the expiration of the then-applicable term. Competition. We compete primarily with other marine transportation companies. Competition in this industry has historically been based primarily on price. However, customers are placing an increased emphasis on the age of equipment, safety, environmental compliance, quality of service and the availability of a single source of supply of services. In addition to competitors that provide marine transportation services, we also compete with providers of other modes of transportation, such as rail, truck and, to a lesser extent, pipeline. For example, a typical two-barge tow carries a volume of product equal to approximately 80 railcars or 250 tanker trucks. Pipelines generally provide a less expensive form of transportation than marine transportation. However, pipelines are not able to transport some of the products we transport and are generally a less flexible form of transportation because they are limited to the fixed point-to-point distribution of commodities in high volumes over extended periods of time. Sulfur Services Segment We maintain an integrated system of transportation assets and facilities relating to our sulfur services. We gather molten sulfur from refiners, primarily located on the U.S. Gulf Coast, and transport it by inland and offshore barges, railcars and trucks. In the U.S., recovered sulfur is mainly kept in liquid form from the point of production to the point of usage at an elevated temperature of approximately 275 degrees Fahrenheit. We have the necessary assets and expertise to handle the unique requirements for transportation and storage of molten sulfur. Our standard purchase and sale agreements have terms that typically range from one to two years in duration with prices that are usually tied to a published market indicator and fluctuate according to the price movement of the indicator. We also provide barge transportation and tank storage services to large producers and consumers of sulfur under agreements with remaining terms from one to five years in duration. We operate a sulfur forming facility in Beaumont, Texas, which is used to convert molten sulfur into solid form (prills/granules). The Beaumont facility is equipped with two wet prill units and one granulation unit capable of processing a combined 5,500 short tons of molten sulfur per day. Formed sulfur is stored in bulk until sold into local or international agricultural markets. Our forming services contracts are fee based and typically include minimum fee guarantees. Fertilizer and related sulfur products are a natural extension of our molten sulfur business because of our access to sulfur and our distribution capabilities. In the U.S., fertilizer is generally sold to farmers through local dealers. These dealers are typically owned and supplied by much larger wholesale distributors. We sell to these wholesale distributors. Our industrial sulfur products are marketed throughout the U.S. via distributors. The sales price of our industrial sulfur products vary based on the product and geographic region. We transport our fertilizer and industrial sulfur products to our customers using third-party common carriers. We utilize barge and rail shipments for large volume and long-distance shipments where available. We manufacture and market the following sulfur-based fertilizer and related sulfur products: 9 • Ammonium sulfate ("AMS") products. We produce various grades of AMS including granular, coarse, standard, and 40% ammonium sulfate solution. These products primarily serve agricultural and industrial markets. We package these custom grade products under both proprietary and private labels and sell them to major distributors and retail customers. Our ammonium sulfate plant produces approximately 400 short tons per day of quality ammonium sulfate and is marketed to our customers throughout the U.S. • Liquid sulfur products. We produce ammonium thiosulfate at our Neches terminal facility in Beaumont, Texas. This agricultural sulfur product is a clear liquid containing 12% nitrogen and 26% sulfur. This product serves as a liquid plant nutrient used directly through spray rigs or irrigation systems. It is also blended with other nitrogen phosphorus potassium liquids or suspensions as well. Our market is predominantly the Mid-South and Southeastern U.S. and Coastal Bend area of Texas. • Plant nutrient sulfur products. We produce plant nutrient and agricultural ground sulfur products at our facilities in Odessa and Cactus, Texas, as well as Seneca, Illinois. Our plant nutrient sulfur product is a 90% and 85% degradable sulfur product marketed under the Disper-Sul® trade name and sold throughout the U.S. to direct application agricultural markets. • Industrial sulfur products. We produce industrial sulfur products such as elemental pastille sulfur, ground sulfur products, AMS, 40% AMS solution, and emulsified sulfur (AS-7). We produce elemental pastille sulfur at our Odessa and Cactus, Texas and Seneca, Illinois facilities. Elemental pastille sulfur is used to increase the efficiency of the coal-fired precipitators in the power industry. The industrial ground sulfur products are also used in a variety of dusting and wettable sulfur applications such as rubber manufacturing, fungicides, sugar and animal feeds. AMS dry products and 40% solutions manufactured in Plainview, Texas, are used in animal feed, water treatment, tanneries, and fire retardants. We produce emulsified sulfur at our Nash, Texas facility. Emulsified sulfur is primarily used to control the sulfur content in the pulp and paper manufacturing processes. • Sulfuric acid. We produce Sulfuric acid at our Plainview, Texas facility. This facility processes molten sulfur to produce a dedicated supply of raw material sulfuric acid to our ammonium sulfate production plant. The sulfuric acid produced and not consumed by the captive ammonium sulfate production is sold to third parties or converted into oleum (otherwise known as fuming sulfuric acid) and utilized by DSM Semichem LLC ("DSM") to produce ultra-pure electronic level sulfuric acid for the semiconductor manufacturing industry. Electronic Level Sulfuric Acid Joint Venture. On October 19, 2022, Martin ELSA Investment LLC, our affiliate, entered into definitive agreements with Samsung C&T America, Inc. and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM. DSM will produce and distribute electronic level sulfuric acid (“ELSA”). By leveraging our existing assets located in Plainview, Texas and installing additional facilities (the “ELSA Facility”) as required, DSM will produce ELSA that meets the strict quality standards required by the recent advances in semiconductor manufacturing. In addition to owning a 10% non-controlling interest in DSM, we will be the exclusive provider of feedstock to the ELSA Facility. We, through our affiliate Martin Transport, Inc. ("MTI"), will also provide land transportation services for the ELSA produced by DSM. We own the following marine assets and use them to transport molten sulfur between U.S. Gulf Coast storage terminals (including our terminal in Beaumont, Texas) under third-party marine transportation agreements: Class of Equipment Number in Class Capacity/Horsepower Products Transported Offshore tank barge 1 10,500 long tons Molten sulfur Offshore tugboat 1 5,100 horsepower N/A Inland push boat 1 1,200 horsepower N/A Inland tank barge 2 2,500 long tons Molten sulfur We operate the following sulfur forming facility as part of our sulfur services business: Terminal Location Daily Production Capacity Products Stored Neches Beaumont, Texas 5,500 short tons per day Molten, prilled and granulated sulfur 10 We own the following manufacturing plants as part of our sulfur services business: Facility Location Annual Capacity Description Fertilizer plant Plainview, Texas 150,000 short tons Fertilizer production Fertilizer plant Beaumont, Texas 180,000 short tons Liquid sulfur fertilizer production Fertilizer plant Odessa, Texas 15,000 short tons Dry sulfur fertilizer production Fertilizer plant Seneca, Illinois 36,000 short tons Dry sulfur fertilizer production Fertilizer plant Cactus, Texas 20,000 short tons Dry sulfur fertilizer production Industrial sulfur plant Nash, Texas 18,000 short tons Emulsified sulfur production Sulfuric acid plant Plainview, Texas 150,000 short tons Sulfuric acid production Competition. We own the LaForce/Margaret Sue articulated tug and barge unit, which is one of four vessels currently used to transport molten sulfur between U.S. ports on the Gulf of America and Tampa, Florida. Phosphate fertilizer manufacturers consume a majority of the sulfur produced in the U.S., which they purchase directly from both producers and resellers. As a reseller, we compete against producers and other resellers capable of accessing the required transportation and storage assets. Our sulfur-based fertilizer products compete with several large fertilizer and sulfur product manufacturers. However, the close proximity of our manufacturing plants to our customer base is a competitive advantage for us in the markets we serve and allows us to minimize freight costs and respond quickly to customer requests. Our sulfuric acid products compete with regional producers and importers in the South and Southwest portion of the U.S. from Louisiana to California. Seasonality. Sales of our agricultural fertilizer products are partly seasonal as a result of increased demand during the early spring planting season. Specialty Products Segment Lubricants and Greases Operations In Smackover, Arkansas, we own and operate a terminal used for lubricant blending, processing, packaging, marketing and distribution. This terminal is our central hub for branded and private label packaged lubricants where we receive, package and ship heavy-duty, passenger car, and industrial lubricants to a network of retailers and distributors. In Kansas City, Missouri, we lease and operate a plant that specializes in the production, packaging and distribution of automotive, commercial and industrial greases. In Houston, Texas, we own and operate a plant that specializes in the production and distribution of commercial and industrial greases. In Phoenix, Arizona, we lease and operate a plant that specializes in the production and distribution of commercial and industrial greases. Terminal Location Aggregate Capacity Products Description Martin Lubricants Smackover, Arkansas 4.0 million gallons bulk storage Agricultural, automotive, and industrial lubricants and grease Lubricants packaging facility Martin Specialty Products 1 Kansas City, Missouri 20 million pounds of production capacity Automotive, commercial and industrial greases Grease manufacturing and packaging facility Martin Specialty Products Houston, Texas 16 million pounds of production capacity Commercial and industrial greases Grease manufacturing and packaging facility Martin Specialty Products 2 Phoenix, Arizona 6 million pounds of production capacity Commercial and industrial greases Grease manufacturing and packaging facility 1 This terminal contains a warehouse owned by third parties and leased under a lease that expires in December 2030. 2 This terminal contains a warehouse owned by third parties and leased under a lease that expires in October 2029. Natural Gas Liquids Operations 11 NGLs are produced through natural gas processing and as a by-product of crude oil refining. NGLs include propane, natural gasoline, normal butane, iso butane and ethane. Propane is used as a petrochemical feedstock in the production of ethylene and propylene, as a fuel for heating, for industrial applications, as motor fuel and as a refrigerant. Natural gasoline is used as a component of motor gasoline, as a petrochemical feedstock and as a diluent. Normal butane is used as a petrochemical feedstock, as a blend stock for motor gasoline and as a component in aerosol propellants. Normal butane can also be made into iso butane through isomerization. Iso butane is used in the production of motor gasoline, alkylation and as a component in aerosol propellants. Ethane is almost entirely used as a petrochemical feedstock in the production of ethylene and propylene. We purchase NGLs, primarily propane and natural gasoline, from and provide NGL storage for major domestic oil refiners and natural gas processors. We transport NGLs using MTI's land transportation fleet or by contracting with common carriers, owner-operators and railroad tank car transportation companies. Our NGL customers consist of major domestic oil refiners, industrial processors, and retail propane distributors. We typically enter into annual sales contracts with independent retail propane distributors to deliver their estimated annual volume requirements based on prevailing market prices. Dependable delivery is very important to these customers and in some cases, may be more important than price. We ensure adequate and timely supply of NGLs through: • term purchase and exchange contracts; • storage of NGLs; • the transportation fleet owned by MTI; and • expertise in NGL supply and inventory management. The following is a summary description of our owned NGL facilities, assets held in the Terminalling and Storage segment: NGL Facility Location Capacity Description Wholesale terminals Arcadia, Louisiana 2,300,000 barrels Underground and above ground NGL storage terminal Rail terminal Arcadia, Louisiana 24 railcars per day Railcar loading and unloading facility Spindletop storage facility Beaumont, Texas 91,000 barrels Above ground storage tank and pipeline connections Seasonality. The level of NGL supply and demand is subject to changes in domestic production, weather, inventory levels, exports and other factors. While production is not seasonal, residential, refinery, and wholesale demand is highly seasonal. This imbalance can cause increases in inventories during summer months when consumption is low and decreases in inventories during winter months when consumption is high. Abnormally cold weather can put extra upward pressure on propane prices during the winter. Competition. We compete with large integrated NGL producers and marketers as well as small local independent marketers, primarily with respect to location, rates, terms and flexibility of service and supply. Our Relationship with Martin Resource Management Corporation Martin Resource Management Corporation is engaged in the following principal business activities: • distributing asphalt, marine fuel and other liquids; • providing marine bunkering and other shore-based marine services in Texas, Louisiana, Mississippi, Alabama, and Florida; • operating a crude oil gathering business in Stephens, Arkansas; • providing crude oil gathering and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas; 12 • providing crude oil marketing and transportation from the well head to the end market; • operating an environmental consulting company; ◦ operating a butane optimization business; • supplying employees and services for the operation of our business; and • operating, solely for our account, the asphalt facilities in Hondo, South Houston and Port Neches, Texas, and Omaha, Nebraska. We are and will continue to be closely affiliated with Martin Resource Management Corporation as a result of the following relationships. Ownership As of December 31, 2025, Martin Resource Management Corporation owned approximately 20.2% of the outstanding limited partnership units. In addition, Martin Resource Management Corporation indirectly owns, through its wholly owned subsidiary, Martin Resource LLC, 100% of Holdings, which is the sole member of MMGP. As a result, Martin Resource Management Corporation indirectly owns 100% of MMGP, our general partner. MMGP owns a 2% general partner interest in us. Management Martin Resource Management Corporation directs our business operations through its ownership interests in and control of our general partner. We benefit from our relationship with Martin Resource Management Corporation through access to a significant pool of management expertise and established relationships throughout the energy industry. We do not have employees. Martin Resource Management Corporation employees are responsible for conducting our business and operating our assets on our behalf. Related Party Agreements The Omnibus Agreement with Martin Resource Management Corporation requires us to reimburse Martin Resource Management Corporation for all direct expenses it incurs or payments it makes on our behalf or in connection with the operation of our business. We reimbursed Martin Resource Management Corporation for $170.4 million and $175.8 million of direct costs and expenses for the years ended December 31, 2025 and 2024, respectively. There is no monetary limitation on the amount we are required to reimburse Martin Resource Management Corporation for direct expenses. In addition to the direct expenses, under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses. For each of the years ended December 31, 2025 and 2024, the Board of Directors of our general partner (the "Board of Directors") approved a reimbursement amount of $13.5 million, reflecting our allocable share of such expenses. The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually. These indirect expenses covered the centralized corporate functions Martin Resource Management Corporation provides for us, su ch as accounting, treasury, clerical, engineering, legal, billing, information technology, administration of insurance, environmental and safety compliance, general office expenses and employee benefit plans and other general corporate overhead functions we share with Martin R esource Management Corporation’s retained businesses. The Omnibus Agreement also contains significant non-compete provisions and indemnity obligations. Martin Resource Management Corporation also licenses certain of its trademarks and trade names to us under the Omnibus Agreement. Other agreements include, but are not limited to, a master transportation services agreement, marine transportation agreements, terminal services agreements, and a tolling agreement. Pursuant to the terms of the Omnibus Agreement, we are prohibited from entering into certain material agreements with Martin Resource Management Corporation without the approval of the Conflicts Committee. For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please see "Item 13. Certain Relationships and Related Transactions, and Director Independence." 13 Commercial We are and anticipate we will continue to be both an important supplier to and customer of Martin Resource Management Corporation. In the aggregate, our purchases from Martin Resource Management Corporation accounted for approximately 25% and 27% of our total costs and expenses for each of the years ended December 31, 2025 and 2024, respectively. Correspondingly, Martin Resource Management Corporation is one of our significant customers. Our sales to Martin Resource Management Corporation accounted for approximately 15% of our total revenues for each of the years ended December 31, 2025 and 2024, respectively. For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please see "Item 13. Certain Relationships and Related Transactions, and Director Independence." Approval and Review of Related Party Transactions If we contemplate entering into a transaction, other than a routine or in the ordinary course of business transaction or as permitted under the Omnibus Agreement, in which a related person will have a direct or indirect material interest, the proposed transaction is submitted for consideration to the Board of Directors or to our management, as appropriate. If the Board of Directors is involved in the approval process, it determines whether to refer the matter to the Conflicts Committee, as provided under our limited partnership agreement (the "Partnership Agreement"). If a matter is referred to the Conflicts Committee, it obtains information regarding the proposed transaction from management and determines whether to engage independent legal counsel or an independent financial advisor to advise the members of the committee regarding the transaction. If the Conflicts Committee retains such counsel or financial advisor, it considers such advice and, in the case of a financial advisor, such advisor’s opinion as to whether the transaction is fair and reasonable to us and to our unitholders. Insurance Our deductible for onshore physical damage resulting from named windstorms is 5% of the total value of affected properties with minimum deductible ranges from $1.0 million to $5.0 million. Our property program currently provides $40.0 million per occurrence and annual aggregate for named windstorm events, including business interruption coverage in connection with a named windstorm event and has a waiting period of 45 to 60 days. For non-named windstorms or events, our onshore physical damage deductible is $1.2 million per occurrence for all properties. Business interruption coverage in connection with a non-named windstorm or event is subject to a $200.0 million per occurrence limit as the property damage coverage and has a waiting period of 30 to 45 days, except the Smackover Refinery which has a waiting period of 45 to 60 days. We have various pollution liability policies, which provide coverages ranging from remediation of our property to third-party liability. The limits of these policies vary based on our assessments of exposure at each location. Loss of, or damage to, our vessels and cargo is insured through hull and cargo insurance policies. Vessel operating liabilities such as collision, allision, cargo, environmental and personal injury are insured primarily through our participation in mutual insurance associations, commonly referred to as a P&I Club, which provides protection and indemnity insurance, and other insurance arrangements. Such membership potentially exposes us to assessments, and/or calls, in the event claims by us or other members exceed available funds and insurance. Except for our marine operations, we self-insure against liability exposure up to a predetermined amount, beyond which we are covered by catastrophe insurance coverage. For marine claims, our insurance covers up to $1.0 billion of liability per accident or occurrence. We believe our current insurance coverage is adequate to protect us against most accident-related risks involved in the conduct of our business. However, there can be no assurance that all risks are adequately insured against, that any particular claim will be paid by the insurer, or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the future. Environmental and Regulatory Matters Our activities are subject to various federal, state and local laws and regulations, as well as orders of regulatory bodies, governing a wide variety of matters, including marketing, production, pricing, community right-to-know, protection of the environment, safety and other matters. 14 Environmental We are subject to complex federal, state, and local environmental laws and regulations governing the discharge of materials into the environment or otherwise relating to protection of human health, natural resources and the environment. These laws and regulations can impair our operations that affect the environment in many ways, such as requiring the acquisition of permits to conduct regulated activities; restricting the manner in which we can release materials into the environment; requiring remedial activities or capital expenditures to mitigate pollution from former or current operations; and imposing substantial liabilities on us for pollution resulting from our operations. Many environmental laws and regulations impose strict liability and, in some cases, joint and several liability, and failure to comply with such laws and regulations may result in administrative, civil, and criminal penalties, investigatory and remedial obligations, and, in some circumstances, injunctions that could limit or prohibit our operations. The trend in environmental regulation in previous years has been to place more restrictions and limitations on activities that may affect the environment, and, thus, any changes in environmental laws and regulations that result in more stringent and costly pollutant control or waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. Moreover, there is inherent risk of incurring significant environmental costs and liabilities in the performance of our operations due to our handling of petroleum products and by-products, chemical substances, and wastes as well as the accidental release or spill of such materials into the environment. Consequently, we cannot provide assurance that we will not incur significant costs and liabilities as a result of such handling practices, releases or spills, including those relating to claims for damage to property and persons. In the event of future increases in costs, we may be unable to pass on those increases to our customers. While we believe that we are in substantial compliance with current environmental laws and regulations and that continued compliance with existing requirements would not have a material adverse impact on us, we cannot provide any assurance that our environmental compliance expenditures will not have a material adverse effect on us in the future. Superfund The Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, ("CERCLA"), also known as the "Superfund" law, and similar state laws, impose liability without regard to fault or the legality of the original conduct, on certain classes of "responsible persons," including the owner or operator of a site where regulated hazardous substances have been released into the environment and companies that disposed or arranged for the disposal of the hazardous substances found at such site. Under CERCLA, such responsible persons may be subject to strict liability and, in some cases, joint and several liability for the costs of cleaning up hazardous substances that have been released into the environment, for damages to natural resources, and for the costs of certain health studies. It is also not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances into the environment. Although certain hydrocarbons are not subject to CERCLA’s reach because "petroleum" is excluded from CERCLA’s definition of a "hazardous substance," in the course of our ordinary operations we will generate wastes that may fall within the definition of a "hazardous substance." In addition, some state counterparts to CERCLA tie liability to a broader set of substances than does CERCLA. Solid Waste We generate both hazardous and nonhazardous solid wastes, which are subject to requirements of the federal Resource Conservation and Recovery Act, as amended ("RCRA") and comparable state statutes. From time to time, the U.S. Environmental Protection Agency ("EPA") has considered making changes in nonhazardous waste standards that would result in stricter disposal requirements for these wastes. Furthermore, it is possible some wastes generated by us that are currently classified as nonhazardous may in the future be designated as "hazardous wastes," resulting in the wastes being subject to more rigorous and costly disposal requirements. Changes in applicable regulations may result in an increase in our capital expenditures or operating expenses. We currently own or lease, and have in the past owned or leased, properties that have been used for the manufacturing, processing, transportation and storage of petroleum products and by-products. Solid waste disposal practices within oil and gas related industries have improved over the years with the passage and implementation of various environmental laws and regulations. Nevertheless, a possibility exists that petroleum and other solid wastes may have been disposed of on or under various properties owned or leased by us during the operating history of those facilities. In addition, a number of these properties have been operated by third parties over whom we had no control as to such entities’ handling of petroleum, petroleum by-products or other wastes and the manner in which such substances may have been disposed of or released. State and federal laws and regulations applicable to oil and natural gas wastes and properties have gradually become stricter and, 15 under such laws and regulations, we could be required to remove or remediate previously disposed wastes or property contamination, including groundwater contamination, even under circumstances where such contamination resulted from past operations of third parties. Clean Air Act Our operations are subject to the federal Clean Air Act ("CAA"), as amended, and comparable state statutes. The CAA contains provisions that may result in the imposition of increasingly stringent pollution control requirements with respect to air emissions from the operations of our terminal facilities, processing and storage facilities and fertilizer and related products manufacturing and processing facilities. Such air pollution control requirements may include specific equipment or technologies to control emissions, permits with emissions and operational limitations, pre-approval of new or modified projects or facilities producing air emissions, and similar measures. Failure to comply with applicable air statutes or regulations may lead to the assessment of administrative, civil or criminal penalties, and/or result in the limitation or cessation of construction or operation of certain air emission sources. We believe our operations, including our manufacturing, processing and storage facilities and terminals, are in substantial compliance with applicable requirements of the CAA and analogous state laws. Climate Change . Scientific studies suggest that emissions of certain gases, commonly referred to as greenhouse gases ("GHGs") and including carbon dioxide and methane, may be contributing to warming of the Earth’s atmosphere. In response to such studies, the U.S. Congress has from time to time considered climate change-related legislation to restrict GHG emissions. Many states have already taken legal measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs. The EPA regulates GHG emissions under existing provisions of the federal CAA. In March 2024, the SEC finalized extensive climate-related disclosure rules that require U.S. public companies to significantly expand climate-related disclosures in their SEC filings. These rules have been subject to litigation and have been stayed pending judicial review and further action by the SEC. States have also enacted climate-related disclosure rules, including California, which passed climate-related disclosure mandates broader than the SEC's final rules in September 2023. The California rules have also been subject to litigation, which is ongoing. Under the Paris Agreement, the U.S. committed to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050. The 2023 United Nations Climate Change Conference in Dubai issued its first global stocktake agreement, which calls on parties, including the United States, to contribute to the transitioning away from fossil fuels, reduce methane emissions, and increase renewable energy capacity, among other things, to achieve net zero emissions by 2050. Several states and local governments have stated their commitment to the principles of the Paris Agreement in their effectuation of policy and regulations. On January 20, 2025, however, President Trump signed an executive order to withdraw the United States from the Paris Agreement, marking a significant shift in federal climate policy. Pursuant to the terms of the Paris Agreement, the withdrawal took effect on January 27, 2026 and on January 7, 2026, it was announced that the United States will also withdraw from the United Nations Framework Convention on Climate Change. State and local GHG initiatives may continue despite the U.S. withdrawal from the Paris Agreement. The EPA published strict new methane emission regulations for certain oil and gas facilities in March 2024 and tax legislation enacted in 2022 established a charge on methane emissions above certain limits from the same facilities, which rule was finalized in November 2024. To date, such requirements have not had a substantial effect upon our operations. Still, new legislation or regulatory programs that restrict emissions of GHGs in areas in which we conduct business could adversely affect our operations and demand for our services. Under the Trump Administration, there has been a shift away from the previous administration’s GHG program. For example, the methane emissions charge regulations were repealed in March 2025 and the imposition of the charge under the 2022 tax legislation was postponed until 2034 under the One Big Beautiful Bill Act of July 2025 ("OBBBA"). Though the methane emissions change regulations were repealed in March 2025, the legislation did not repeal the tax itself. In July 2025, the EPA released a proposed rule which would rescind its 2009 finding under the Clean Air Act that GHGs endanger the public health and welfare of current and future generations. The final draft rule of which was sent to the White House Office of Management and Budget for review in January 2026. In September 2025, the EPA announced a proposal to end the GHG Reporting Program for all sectors except petroleum and natural gas systems (excluding reporting for natural gas distribution, which would also be eliminated under the proposal) and deferring reporting for petroleum and natural gas systems until 2034. In December 2025, the EPA issued a final rule extending several compliance deadlines and timeframes associated with the 2024 methane rules. 16 Climate change could have an effect on the severity of weather events (including hurricanes and floods), sea levels, wildfires, the arability of farmland, and water availability and quality. If such effects were to occur, our operations have the potential to be adversely affected. Potential adverse effects could include disruption of our business activities, including, for example, damages to our facilities from powerful winds or floods, or increases in our costs of operation or reductions in the efficiency of our operations, as well as potentially increased costs for insurance coverages in the aftermath of such effects. Significant physical effects of climate change could also have an indirect effect on our financing and operations by disrupting the transportation or process related services provided by companies or suppliers with whom we have a business relationship. In addition, the demand for and consumption of our products and services (due to change in costs, consumer demand and weather patterns), and the economic health of the regions in which we operate, could have a material adverse effect on our business, financial condition, results of operations and cash flows. We may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change. Clean Water Act The Federal Water Pollution Control Act of 1972, as amended, also known the Clean Water Act and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including hydrocarbon-bearing wastes, into state waters and waters of the U.S. Pursuant to the Clean Water Act and similar state laws, a National Pollutant Discharge Elimination System permit, or a state permit, or both, must be obtained to discharge pollutants into federal and state waters. In addition, the Clean Water Act and analogous state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff. Furthermore, the Clean Water Act potentially requires individual permits or qualification for nationwide permits for activities that involve the discharge of dredged or fill material into waters of the U.S. The definition of “waters of the United States” for purposes of determining federal jurisdiction under the Clean Water Act has expanded and contracted with changes in presidential administrations and has been the subject of a series of U.S. Supreme Court decisions. For example, in March 2025, the EPA and the U.S. Army Corps of Engineers issued a new guidance memorandum regarding the revised definition of “waters of the United States” under the 2023 U.S. Supreme Court decision, and in November 2025, proposed a new rule narrowing the definition of “waters of the United States.” If this proposed rule is finalized, it may be subject to litigation. To the extent that any future Supreme Court decisions or final rules expand the scope of the Clean Water Act's jurisdiction, we could face increased costs and delays with respect to permitting. We believe that we are in substantial compliance with Clean Water Act permitting requirements as well as the conditions imposed thereunder, and that our continued compliance with such existing permit conditions will not have a material adverse effect on our business, financial condition or results of operations. Oil Pollution Act The Oil Pollution Act of 1990, as amended ("OPA") imposes a variety of regulations on "responsible parties" related to the prevention of oil spills and liability for damages resulting from such spills in U.S. waters. A "responsible party" includes the owner or operator of a facility or vessel or the lessee or permittee of the area in which an offshore facility is located. The OPA assigns liability to each responsible party for oil removal costs and a variety of public and private damages including natural resource damages. Under the OPA, vessels and shore facilities handling, storing, or transporting oil are required to develop and implement oil spill response plans, and vessels greater than 300 tons in weight must provide to the U.S. Coast Guard evidence of financial responsibility to cover the costs of cleaning up oil spills from such vessels. The OPA also requires that all newly constructed tank barges engaged in oil transportation in the U.S. be double hulled effective January 1, 2016. We believe we are in substantial compliance with all of the oil spill-related and financial responsibility requirements. Nonetheless, in the aftermath of the Deepwater Horizon incident in 2010, Congress has from time to time considered oil spill related legislation that could have the effect of substantially increasing financial responsibility requirements and potential fines and damages for violations and discharges subject to the OPA, and similar legislation. Any such changes in law affecting areas where we conduct business could materially affect our operations. Safety Regulation The Partnership’s marine transportation operations are subject to regulation by the U.S. Coast Guard, federal laws, state laws and certain international treaties. Tank ships, push boats, tugboats and barges are required to meet construction and repair standards established by the American Bureau of Shipping, a recognized classification society, and the U.S. Coast Guard and to meet operational and safety standards presently established by the U.S. Coast Guard. We believe our marine operations and our terminals are in substantial compliance with current applicable safety requirements. Occupational Safety and Health Regulations 17 The workplaces associated with our manufacturing, processing, terminal and storage facilities are subject to the requirements of the federal Occupational Safety and Health Act ("OSH Act") and comparable state statutes. We believe we have conducted our operations in substantial compliance with OSH Act requirements, including general industry standards, record-keeping requirements and monitoring of occupational exposure to regulated substances. Our marine vessel operations are also subject to safety and operational standards established and monitored by the U.S. Coast Guard. In general, we expect to increase our expenditures relating to compliance with likely higher industry and regulatory safety standards such as those described above. These expenditures cannot be accurately estimated at this time, but we do not expect them to have a material adverse effect on our business. Jones Act The Jones Act is a federal law that restricts maritime transportation between locations in the U.S. to vessels built and registered in the U.S. and owned and manned by U.S. citizens. Since we engage in maritime transportation between locations in the U.S., we are subject to the provisions of the law. As a result, we are responsible for monitoring the ownership of our subsidiaries that engage in maritime transportation and for taking any remedial action necessary to ensure that no violation of the Jones Act ownership restrictions occurs. The Jones Act also requires that all U.S.-flagged vessels be manned by U.S. citizens. Foreign-flagged seamen generally receive lower wages and benefits than those received by U.S. citizen seamen. This requirement significantly increases operating costs of U.S.-flagged vessel operations compared to foreign-flagged vessel operations. In addition, certain foreign governments subsidize their nations’ shipyards resulting in lower costs at the shipyard both for new vessels and repairs than those paid at U.S. shipyards. The U.S. Coast Guard and American Bureau of Shipping maintain a stringent regimen of vessel inspections, which tends to result in higher regulatory compliance costs for U.S.-flagged operators than for owners of vessels registered under foreign flags of convenience. Merchant Marine Act of 1936 The Merchant Marine Act of 1936 is a federal law that provides that, upon proclamation by the President of the U.S. of a national emergency or a threat to the national security, the U.S. Secretary of Transportation may requisition or purchase any vessel or other watercraft owned by U.S. citizens (including us, provided that we are considered a U.S. citizen for this purpose). If one of our push boats, tugboats or tank barges were purchased or requisitioned by the U.S. government under this law, we would be entitled to be paid the fair market value of the vessel in the case of a purchase or, in the case of a requisition, the fair market value of charter hire. However, if one of our push boats or tugboats is requisitioned or purchased and its associated tank barge is left idle, we would not be entitled to receive any compensation for the lost revenues resulting from the idled barge. We also would not be entitled to be compensated for any consequential damages we suffer as a result of the requisition or purchase of any of our push boats, tugboats or tank barges. Transportation Regulations Our trucking operations are subject to regulation by the U.S. Department of Transportation and by various state agencies under the Federal Motor Carrier Safety Act and the Hazardous Materials Transportation Act and analogous state laws. These regulatory authorities exercise broad powers, governing activities such as the authorization to engage in motor carrier operations, regulatory safety, driver licensing and insurance requirements, and the shipment and packaging of hazardous materials. Additional regulations apply specifically to the trucking industry, including testing and specification of equipment and product handling requirements. The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services. Some of these possible changes include increasingly stringent environmental regulations; changes in the hours of service regulations, which govern the amount of time a driver may drive or work in any specific period; onboard black box recorder device requirements; or limits on vehicle weight and size. Moreover, various legislative proposals are occasionally introduced, including proposals to increase federal, state, or local taxes on motor fuels, among other things, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes or regulatory or legislative changes applicable to us will be enacted. Human Capital We do not have any employees. Under our Omnibus Agreement with Martin Resource Management Corporation, Martin Resource Management Corporation provides us with corporate staff and support services. These services include centralized corporate functions, such as accounting, treasury, engineering, information technology, insurance, administration of employee benefit plans and other corporate services. Martin Resource Management Corporation has approximately 1,723 employees of which 1,311 individuals, including 59 individuals represented by labor unions, provide direct support to our 18 operations as of December 31, 2025. Martin Resource Management Corporation employees are responsible for conducting our business and operating our assets on our behalf. In addition, we benefit from our relationship with Martin Resource Management Corporation through access to a significant pool of management expertise and established relationships throughout the industries in which we operate. Financial Information about Segments Information regarding our operating revenues and identifiable assets attributable to each of our segments is presented in Note 17 to our consolidated financial statements included in this Annual Report. Access to Public Filings We provide public access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed with the U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act. These documents may be accessed free of charge on our website at the following address: www.MMLP.com. These documents are provided as soon as is reasonably practicable after their filing with the SEC. This website address is intended to be an inactive, textual reference only, and none of the material on this website is part of this report. These documents may also be found at the SEC’s website at www.sec.gov.