What changed in this filing

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Item 1. Financial Statements

2026-04-27 compared with 2025-10-20 · 120 added, 254 removed, 744 unchanged (33% of the section changed)

3 unchanged sentences

(Dollars in thousands)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(Unaudited) (Audited)

35 unchanged sentences

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

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Terminalling and storage * $ 22,437 $ 21,549

11 unchanged sentences

Sulfur services * 36,585 29,082

Terminalling and storage * — 23 — 65

89,499 89,576

3 unchanged sentences

Total costs and expenses 179,988 178,620

Gain on disposition or sale of property, plant and equipment 395 159 1,487 1,320

Operating income 6,894 12,651 36,179 50,473

Gain (loss) on disposition or sale of property, plant and equipment 333 479

Operating income (loss) 8,019 14,402

Other income (expense):

3 unchanged sentences

Total other expense ( 14,261 ) ( 14,318 )

Net income before taxes ( 7,697 ) ( 2,253 ) ( 7,936 ) 7,368

Net income (loss) before taxes ( 6,242 ) 84

Income tax expense ( 518 ) ( 1,117 )

12 unchanged sentences

* Related Party Transactions Included Above

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Terminalling and storage $ 18,756 $ 17,262

16 unchanged sentences

Units Amount Total

Balances - June 30, 2025 39,055,086 $ ( 75,548 ) $ 1,361 $ ( 74,187 )

Net loss — ( 8,244 ) ( 168 ) ( 8,412 )

Cash distributions — ( 196 ) ( 4 ) ( 200 )

Unit-based compensation — 66 — 66

Balances - September 30, 2025 39,055,086 ( 83,922 ) 1,189 ( 82,733 )

Balances - December 31, 2025 39,055,086 $ ( 86,922 ) $ 1,127 $ ( 85,795 )

Net loss — ( 11,615 ) ( 237 ) ( 11,852 )

Net income (loss) — ( 6,625 ) ( 135 ) ( 6,760 )

Issuance of restricted units 69,600 — — —

1 unchanged sentence

Unit-based compensation — 45 — 45

Balances - September 30, 2025 39,055,086 $ ( 83,922 ) $ 1,189 $ ( 82,733 )

Balances - March 31, 2026 39,124,686 $ ( 93,697 ) $ 988 $ ( 92,709 )

Partners’ Capital (Deficit)

1 unchanged sentence

Units Amount Total

Balances - June 30, 2024 39,001,086 $ ( 59,557 ) $ 1,691 $ ( 57,866 )

Net loss — ( 3,253 ) ( 66 ) ( 3,319 )

Cash distributions — ( 195 ) ( 4 ) ( 199 )

Unit-based compensation — 42 — 42

Balances - September 30, 2024 39,001,086 ( 62,963 ) 1,621 ( 61,342 )

Balances - December 31, 2024 39,001,086 $ ( 71,877 ) $ 1,438 $ ( 70,439 )

Net income — 3,659 75 3,734

Net income (loss) — ( 1,012 ) ( 21 ) ( 1,033 )

Issuance of restricted units 54,000 — — —

1 unchanged sentence

Unit-based compensation — 43 — 43

Balances - September 30, 2024 39,001,086 $ ( 62,963 ) $ 1,621 $ ( 61,342 )

Balances - March 31, 2025 39,055,086 $ ( 73,041 ) $ 1,413 $ ( 71,628 )

See accompanying notes to consolidated and condensed financial statements.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss) $ ( 6,760 ) $ ( 1,033 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization 12,871 12,816

1 unchanged sentence

Amortization of debt discount 600 600

Deferred income tax expense 691 157

Gain on disposition or sale of property, plant and equipment, net ( 1,487 ) ( 1,320 )

Equity in loss of DSM Semichem LLC 805 314

Deferred income tax expense (benefit) 142 ( 214 )

(Gain) loss on disposition or sale of property, plant and equipment, net ( 333 ) ( 479 )

Equity in (earnings) loss of DSM Semichem LLC 301 209

Non cash unit-based compensation 45 43

10 unchanged sentences

Change in other non-current assets and liabilities 1,007 872

Net cash provided by operating activities 23,683 6,184

Net cash provided by (used in) operating activities ( 13,777 ) ( 6,019 )

Cash flows from investing activities:

1 unchanged sentence

Payments for plant turnaround costs ( 7,789 ) ( 822 )

Investment in DSM Semichem LLC — ( 6,938 )

Proceeds from sale of property, plant and equipment 347 479

Net cash used in investing activities ( 22,405 ) ( 49,642 )

Net cash provided by (used in) investing activities ( 14,931 ) ( 6,218 )

Cash flows from financing activities:

9 unchanged sentences

Non-cash additions to property, plant and equipment $ 1,575 $ 1,572

Non-cash contribution of land to DSM Semichem LLC $ — $ 1,000

See accompanying notes to consolidated and condensed financial statements.

2 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

5 unchanged sentences

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.

and marketing, distribution, and transportation services for natural gas liquids ("NGL") and blending and packaging services for specialty lubricants and greases.

The Partnership’s unaudited consolidated and condensed financial statements have been prepared in accordance with the requirements of Form 10-Q and U.S.

10 unchanged sentences

NEW ACCOUNTING PRONOUNCEMENTS

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 requires annual and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Partnership adopted ASU 2023-07 and its expanded segment disclosure requirements in compliance with the required adoption guidelines.

In December 2023, the FASB issued Accounting Standards Update No.

2023-09, “Improvements to Income Tax Disclosures” ("ASU 2023-09"), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

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

Once adopted, the Partnership will include the additional disclosure required by ASU 2023-09 in its condensed consolidated financial statements.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"), as amended by ASU 2025-01, which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements.

For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Partnership is currently evaluating the impact that ASU 2024-03 will have its consolidated and condensed financial statements.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

The following table disaggregates our revenue by major source:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Terminalling and storage segment

31 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

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

22 unchanged sentences

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

Future minimum revenues the Partnership expects to receive under these non-cancelable arrangements as of September 30, 2025, are as follows:

Future minimum revenues the Partnership expects to receive under these non-cancelable arrangements as of March 31, 2026, are as follows:

2026 - $ 18,954 ;

4 unchanged sentences

subsequent years - $ 253 .

Components of inventories at September 30, 2025 and December 31, 2024, were as follows:

September 30,

Components of inventories at March 31, 2026 and December 31, 2025, were as follows:

2026 December 31,

Natural gas liquids $ 2,200 $ 1,125

Lubricants 20,601 23,227

Sulfur 1,459 1,300

Fertilizer 20,299 21,666

Lubricants 20,291 20,281

Other 5,406 5,876

3 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

At September 30, 2025 and December 31, 2024, long-term debt consisted of the following:

September 30,

March 31, 2026

At March 31, 2026 and December 31, 2025, long-term debt consisted of the following:

2026 December 31,

$ 130,000 credit facility at variable interest rate ( 7.74 % 1 weighted average at September 30, 2025), due November 2027 secured by substantially all of the Partnership’s assets, including, without limitation, inventory, accounts receivable, vessels, equipment, fixed assets and the interests in the Partnership’s operating subsidiaries, net of unamortized debt issuance costs of $ 1,899 and $ 2,242 , respectively 2

$ 115,000 3 credit facility at variable interest rate ( 7.36 % 1 weighted average at March 31, 2026), due November 2027 secured by substantially all of the Partnership’s assets, including, without limitation, inventory, accounts receivable, vessels, equipment, fixed assets and the interests in the Partnership’s operating subsidiaries, net of unamortized debt issuance costs of $ 1,450 and $ 1,787 , respectively 2

$ 66,550 $ 37,213

$ 400,000 Senior notes, 11.5 % interest, net of unamortized debt issuance costs of $ 4,709 and $ 6,223 , respectively, including unamortized premium of $ 5,600 and $ 7,400 , respectively, due February 2028, secured 2

$ 400,000 Senior notes, 11.5 % interest, net of unamortized debt issuance costs of $ 3,700 and $ 4,205 , respectively, including unamortized discount of $ 4,400 and $ 5,000 , respectively, due February 2028, secured 2

391,900 390,795

4 unchanged sentences

The margin is set every three months.

All amounts outstanding at September 30, 2025 were at Adjusted Term SOFR plus an applicable margin of 3.50 %.

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

The applicable margin for SOFR borrowings effective October 15, 2025, is 3.75 %.

The applicable margin for SOFR borrowings and alternate base rate borrowings at March 31, 2026 is 3.75 % and 2.75 %, respectively.

The applicable margin for SOFR borrowings and alternate base rate borrowings effective April 22, 2026, is 3.75 % and 2.75 %, respectively.

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

3 unchanged sentences

and make certain amendments to the Partnership's omnibus agreement with Martin Resource Management Corporation (as amended, the "Omnibus Agreement").

2 The Partnership was in compliance with all debt covenants as of September 30, 2025 and December 31, 2024.

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

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

The Partnership entered into the Second Amendment to the Credit Agreement to, among other things:

• extend the maturity date of amounts outstanding and the lenders’ commitments under the Credit Agreement from February 8, 2027 to November 16, 2027;

2 The Partnership was in compliance with all debt covenants as of March 31, 2026 and December 31, 2025.

3 On March 31, 2026, the Partnership, Martin Operating Partnership L.P.

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

The Third Amendment amended the Credit Agreement to, among other things:

• decrease the amount available for the Partnership to borrow under the Credit Agreement on a revolving credit basis from $ 130,000 to $ 115,000 ;

• adjust the financial covenants as described in more detail below:

◦ require the Partnership to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of at least 1.75 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter;

◦ require the Partnership to maintain a maximum Total Leverage Ratio (as defined in the Credit Agreement) of not more than 4.50 to 1.00 for the fiscal quarters ended March 31, 2025 and June 30, 2025, and stepping up to 4.75 to 1.00 for the fiscal quarter ending September 30, 2025 and each fiscal quarter thereafter;

◦ require the Partnership to maintain a maximum First Lien Leverage Ratio (as defined in the Credit Agreement) of not more than 1.25 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter.

We are in compliance with all debt covenants as of September 30, 2025, and expect to be in compliance for the next twelve months.

◦ require the Partnership to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of at least 1.65 to 1.00 for the fiscal quarters ending March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026 and stepping up to 1.75 to 1.00 for the fiscal quarter ending March 31, 2027 and each fiscal quarter thereafter;

◦ require the Partnership to maintain a maximum Total Leverage Ratio (as defined in the Credit Agreement) of not more than 5.50 to 1.00 for the fiscal quarters ending March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026, stepping down to 5.30 to 1.00 for the fiscal quarter ending March 31, 2027, stepping down to 5.25 to 1.00 for the fiscal quarter ending June 30, 2027, and further stepping down to 5.00 to 1.00 for the fiscal quarter ending September 30, 2027 and each fiscal quarter thereafter.

The Partnership is in compliance with all debt covenants as of March 31, 2026, and expects to be in compliance for the next twelve months.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

The Partnership paid cash interest in the amount of $ 24,420 and $ 24,805 for the three months ended September 30, 2025 and 2024, respectively.

The Partnership paid cash interest in the amount of $ 50,828 and $ 51,043 for the nine months ended September 30, 2025 and 2024, respectively.

Capitalized interest was $ 36 and $ 373 for the three months ended September 30, 2025 and 2024, respectively.

Capitalized interest was $ 81 and $ 806 for the nine months ended September 30, 2025 and 2024, respectively.

March 31, 2026

The Partnership paid cash interest in the amount of $ 24,450 and $ 24,725 for the three months ended March 31, 2026 and 2025, respectively.

Capitalized interest was $ 92 and $ 0 for the three months ended March 31, 2026 and 2025, respectively.

The Partnership has numerous operating leases primarily for terminal facilities and transportation and other equipment.

5 unchanged sentences

The Partnership includes extension periods in its lease term if, at commencement, it is reasonably likely that the Par tnership will exercise the extension options.

The components of lease expense for the nine months ended September 30, 2025 and 2024, were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The components of lease expense for the three months ended March 31, 2026 and 2025, were as follows:

Three Months Ended March 31,

Operating lease cost $ 7,188 $ 6,134

5 unchanged sentences

Total lease cost $ 8,773 $ 7,681

Supplemental balance sheet information related to leases at September 30, 2025 and December 31, 2024, was as follows:

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

September 30,

Supplemental balance sheet information related to leases at March 31, 2026 and December 31, 2025, was as follows:

2026 December 31, 2025

11 unchanged sentences

Total finance lease obligations $ 51 $ 54

For the nine months ended September 30, 2025, the Partnership incurred new operating leases, primarily related to land transportation assets, operating equipment, and renewed existing operating leases set to expire, primarily related to leased land and facilities.

The Partnership’s future minimum lease obligations as of September 30, 2025, consist of the following:

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

March 31, 2026

For the three months ended March 31, 2026, the Partnership incurred new operating leases, primarily related to land transportation assets and renewed existing operating leases set to expire, primarily related to leased land and facilities.

The Partnership’s future minimum lease obligations as of March 31, 2026, consist of the following:

Operating Leases

Year 1 $ 25,680

Year 2 21,724

Year 3 15,921

Remainder of 2026 $ 20,870

Thereafter 3,002

4 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

SUPPLEMENTAL BALANCE SHEET INFORMATION

Components of "Other accrued liabilities" were as follows:

September 30,

2026 December 31, 2025

Accrued interest $ 5,909 $ 17,838

Asset retirement obligations 283 283

Property and other taxes payable 1,953 3,968

3 unchanged sentences

The schedule below summarizes the changes in our asset retirement obligations:

September 30, 2025

March 31, 2026

Asset retirement obligations as of December 31, 2025 $ 5,317

10 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

PARTNERS' CAPITAL (DEFICIT)

As of September 30, 2025, Partners’ capital (deficit) consisted of 39,055,086 common limited partner units, representing a 98 % partnership interest, and a 2 % general partner interest.

As of March 31, 2026, Partners’ capital (deficit) consisted of 39,124,686 common limited partner units, representing a 98 % partnership interest, and a 2 % general partner interest.

Martin Resource Management Corporation, through subsidiaries, owned 7,874,446 of the Partnership's common limited partner units representing approximately 20.1 % of the Partnership's outstanding common limited partner units.

25 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

March 31, 2026

Three Months Ended March 31,

Net income (loss) $ ( 6,760 ) $ ( 1,033 )

5 unchanged sentences

The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the periods presented:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Basic weighted average limited partner units outstanding

4 unchanged sentences

All outstanding units were included in the computation of diluted earnings per unit and weighted based on the number of days such units were outstanding during the periods presented.

All common unit equivalents were antidilutive for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024 because the limited partners were allocated a net loss in these periods.

All common unit equivalents were antidilutive for each of the three months ended March 31, 2026 and 2025 because the limited partners were allocated a net loss in these periods.

UNIT BASED AWARDS - LONG-TERM INCENTIVE PLANS

1 unchanged sentence

Amounts recognized in operating expense and selling, general, and administrative expense in the consolidated and condensed financial statements with respect to these plans are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Restricted unit Awards

6 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

Long-Term Incentive Plans

30 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

changes in the fair value of the awards are recorded as increases or decreases to compensation expense within operating expense and selling, general and administrative expense in the Consolidated and Condensed Statements of Operations.

All of the Partnership's phantom unit awards outstanding as of September 30, 2025 met the criteria to be treated under liability classification in accordance with ASC 718, given that these awards will settle in cash on the vesting date.

All of the Partnership's phantom unit awards outstanding as of March 31, 2026 met the criteria to be treated under liability classification in accordance with ASC 718, given that these awards will settle in cash on the vesting date.

Compensation expense for the phantom awards is based on the fair value of the units as of the balance sheet date as further discussed below, and such costs are recognized ratably over the service period of the awards.

1 unchanged sentence

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

At September 30, 2025, the total liability recognized in connection with outstanding phantom unit awards was $ 4,257 , of which $ 3,019 is recorded in Trade and other accounts payable and $ 1,238 is recorded in Other long-term obligations on the Consolidated and Condensed Balance Sheets.

At March 31, 2026, the total liability recognized in connection with outstanding phantom unit awards was $ 5,438 , of which $ 3,079 is recorded in Trade and other accounts payable and $ 2,359 is recorded in Other long-term obligations on the Consolidated and Condensed Balance Sheets.

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

As of September 30, 2025, there was a total of $ 7,662 of unrecognized compensation costs related to phantom unit awards.

As of March 31, 2026, there was a total of $ 4,854 of unrecognized compensation costs related to phantom unit awards.

These costs are expected to be recognized over a remaining life of 1.80 years.

1 unchanged sentence

The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment.

Expected volatility was calculated based on the historical volatility of the Partnership’s common units as well as those of a set set of its' peer companies.

Expected volatility was calculated based on the historical volatility of the Partnership’s common units as well as those of a set of its peer companies.

Restricted Unit Plan

9 unchanged sentences

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

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

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

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

3 unchanged sentences

Restricted units issued to employees generally vest in equal annual installments over three years of service.

All of the Partnership's outstanding restricted unit awards at September 30, 2025, met the criteria to be treated under equity classification.

All of the Partnership's outstanding restricted unit awards at March 31, 2026, met the criteria to be treated under equity classification.

On February 17, 2026, the Partnership issued 23,200 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP.

3 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

The restricted units are valued at their fair value at the date of grant, which is equal to the market value of common units on such date.

A summary of the restricted unit activity for the nine months ended September 30, 2025, is provided below:

A summary of the restricted unit activity for the three months ended March 31, 2026, is provided below:

Number of Units Weighted Average Grant-Date Fair Value Per Unit

5 unchanged sentences

Aggregate intrinsic value, end of period $ 467

A summary of the restricted units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) during the nine months ended September 30, 2025 and 2024, is provided below:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

A summary of the restricted units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) during the three months ended March 31, 2026 and 2025, is provided below:

Three Months Ended March 31,

Aggregate intrinsic value of units vested $ 174 $ 55

Fair value of units vested 188 165

As of September 30, 2025, there was $ 349 of unrecognized compensation cost related to non-vested restricted units.

As of March 31, 2026, there was $ 458 of unrecognized compensation cost related to non-vested restricted units.

That cost is expected to be recognized over a weighted-average period of 2.89 years.

RELATED PARTY TRANSACTIONS

As of September 30, 2025, Martin Resource Management Corporation owns 7,662,005 of the Partnership’s common units representing approximately 19.6 % of the Partnership’s outstanding limited partner units.

As of March 31, 2026, Martin Resource Management Corporation owns 7,874,446 of the Partnership’s common units representing approximately 20.1 % of the Partnership’s outstanding limited partner units.

Martin Resource Management Corporation controls the Partnership's general partner by virtue of its 100 % voting interest in MMGP Holdings, LLC ("Holdings"), the sole member of the Partnership's general partner.

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

The Partnership’s general partner’s ability, as general partner, to manage and operate the Partnership, and Martin Resource Management Corporation’s ownership as of September 30, 2025, of approximately 19.6 % of the Partnership’s outstanding limited partnership units, effectively gives Martin Resource Management Corporation the ability to veto some of the Partnership’s actions and to control the Partnership’s management.

The Partnership’s general partner’s ability, as general partner, to manage and operate the Partnership, and Martin Resource Management Corporation’s ownership as of March 31, 2026, of approximately 20.1 % of the Partnership’s outstanding limited partnership units, effectively gives Martin Resource Management Corporation the ability to veto some of the Partnership’s actions and to control the Partnership’s management.

The following is a description of the Partnership’s material related party agreements and transactions:

6 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

Non-Competition Provisions .

24 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

payments it makes on the Partnership’s behalf or in connection with the operation of the Partnership’s business.

2 unchanged sentences

Effective January 1, 2025, through December 31, 2025, the Conflicts Committee approved an annual reimbursement amount for indirect expenses of $ 12,953 .

The Partnership reimbursed Martin Resource Management Corporation for $ 3,384 and $ 3,377 of indirect expenses for the three months ended September 30, 2025 and 2024, respectively.

The Partnership reimbursed Martin Resource Management Corporation for $ 10,152 and $ 10,131 of indirect expenses for the nine months ended September 30, 2025 and 2024, respectively.

The Partnership reimbursed Martin Resource Management Corporation for $ 3,238 and $ 3,384 of indirect expenses for the three months ended March 31, 2026 and 2025, respectively.

The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

25 unchanged sentences

MTI has agreed to indemnify Martin Resource Management Corporation against all claims arising out of the negligence or willful misconduct of MTI and its officers, employees, agents, representatives and subcontractors.

Martin Resource Management Corporation has agreed to indemnify MTI against all claims arising out of the negligence or willful misconduct of Martin Resource Management Corporation and its officers, employees, agents, representatives and

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

Resource Management Corporation has agreed to indemnify MTI against all claims arising out of the negligence or willful misconduct of Martin Resource Management Corporation and its officers, employees, agents, representatives and subcontractors.

March 31, 2026

subcontractors.

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

31 unchanged sentences

Certain of our directors or officers are owners of East Texas Mack, including entities affiliated with Ruben Martin, who owns approximately 47.2 % of the issued and outstanding stock of East Texas Mack.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the three months ended September 30, 2025 and 2024, were

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the three months ended March 31, 2026 and 2025, were $ 1,725 and $ 1,690 , respectively.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

$ 1,626 and $ 1,374 , respectively.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the nine months ended September 30, 2025 and 2024, were $ 4,956 and $ 3,429 , respectively.

March 31, 2026

Storage and Services Agreement.

6 unchanged sentences

The impact of related party revenues from sales of products and services is reflected in the consolidated and condensed financial statements as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Terminalling and storage $ 18,756 $ 17,262

4 unchanged sentences

$ 27,782 $ 26,532

$ 26,090 $ 25,851 $ 79,203 $ 79,649

The impact of related party cost of products sold is reflected in the consolidated and condensed financial statements as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Cost of products sold:

1 unchanged sentence

Sulfur services 3,288 3,121

Terminalling and storage — 23 — 65

$ 11,218 $ 9,131

2 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

The impact of related party operating expenses is reflected in the consolidated and condensed financial statements as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating expenses:

4 unchanged sentences

The impact of related party selling, general and administrative expenses is reflected in the consolidated and condensed financial statements as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Selling, general and administrative:

23 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

The Specialty Products segment earns revenue by providing marketing, distribution, and transportation services for NGLs as well as blending and packaging services for specialty lubricants and greases.

1 unchanged sentence

For lubricants and greases, revenue is recognized upon their sale by truck or rail.

The following tables present selected financial information with respect to the Partnership's operating segments for the three and nine months ended September 30, 2025 and 2024.

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Three Months Ended September 30, 2025

Operating revenues from external customers 23,930 49,709 32,635 62,443 — $ 168,717

Intersegment operating revenues 1,869 4,081 — 39 — 5,989

Total segment revenues 25,799 53,790 32,635 62,482 — 174,706

Reconciliation of revenues:

Elimination of intersegment revenues ( 1,869 ) ( 4,081 ) — ( 39 ) — ( 5,989 )

Total consolidated revenues 23,930 49,709 32,635 62,443 — 168,717

cost of products sold:

Direct product costs — — 16,878 52,534 — 69,412

Manufacturing costs (plant, labor, transportation, and other) — — 7,237 4,318 — 11,555

Segment gross margin 25,799 53,790 8,520 5,630 — 93,739

Employment related expenses 2

6,727 15,012 2,105 1,344 3,036 28,224

Driver pay — 11,305 — — — 11,305

Pass-through expenses — 5,650 815 — — 6,465

Utilities, materials, and supplies 3,563 656 235 29 — 4,483

Repairs and maintenance 883 4,618 118 1 — 5,620

Insurance related expenses 1,558 4,489 195 45 13 6,300

Lease expenses 1,111 5,424 117 20 — 6,672

Other segment expenses 1

2,235 1,324 1,211 248 818 5,836

Depreciation and amortization 5,143 2,907 3,531 755 — 12,336

(Gain) loss on sale or disposition of property, plant and equipment 2 ( 383 ) ( 2 ) ( 13 ) — ( 396 )

21,222 51,002 8,325 2,429 3,867 86,845

Operating income (loss) $ 4,577 $ 2,788 $ 195 $ 3,201 $ ( 3,867 ) $ 6,894

Segment assets - as of September 30, 2025 $ 155,876 $ 159,937 $ 127,554 $ 66,755 $ — $ 510,122

Capital expenditures and plant turnaround costs $ 2,808 $ 2,217 $ 5,496 $ 523 $ — $ 11,044

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

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

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

Payroll expenses in our manufacturing operations are included in cost of products sold.

The following tables present selected financial information with respect to the Partnership's operating segments for the three months ended March 31, 2026 and 2025.

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Operating revenues from external customers $ 22,437 $ 52,807 $ 50,824 $ 61,606 $ — $ 187,674

22 unchanged sentences

Operating income (loss) $ 2,203 $ 3,237 $ 2,527 $ 3,531 $ ( 3,479 ) $ 8,019

Segment assets - as of September 30, 2025 $ 155,876 $ 159,937 $ 127,554 $ 66,755 $ — $ 510,122

Segment assets - as of March 31, 2026 $ 162,029 $ 163,149 $ 134,713 $ 77,238 $ — $ 537,129

Capital expenditures and plant turnaround costs $ 10,216 $ 1,718 $ 1,873 $ 184 $ — $ 13,991

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

Payroll expenses in our manufacturing operations are included in cost of products sold.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Three Months Ended September 30, 2024

Operating revenues from external customers $ 22,562 $ 56,506 $ 24,660 $ 67,206 $ — $ 170,934

Intersegment operating revenues 1,852 3,690 — 19 — 5,561

Total segment revenues 24,414 60,196 24,660 67,225 — 176,495

Reconciliation of revenues:

Elimination of intersegment revenues ( 1,852 ) ( 3,690 ) — ( 19 ) — ( 5,561 )

Total consolidated revenues 22,562 56,506 24,660 67,206 — 170,934

cost of products sold:

Direct product costs — — 8,302 55,689 — 63,991

Manufacturing costs (plant, labor, transportation, and other) 23 — 6,990 4,756 — 11,769

Segment gross margin 24,391 60,196 9,368 6,780 — 100,735

Employment related expenses 2

6,726 15,348 2,654 1,790 3,026 29,544

Driver pay — 12,393 — — — 12,393

Pass-through expenses — 5,218 863 — — 6,081

Utilities, materials, and supplies 3,151 560 183 48 — 3,942

Repairs and maintenance 1,436 4,451 139 7 — 6,033

Insurance related expenses 1,501 3,808 132 35 — 5,476

Lease expenses 1,179 4,298 101 28 — 5,606

Other segment expenses 1

1,994 2,485 1,108 257 716 6,560

Depreciation and amortization 5,695 3,182 2,937 794 — 12,608

(Gain) loss on sale or disposition of property, plant and equipment 34 ( 130 ) ( 3 ) ( 60 ) — ( 159 )

21,716 51,613 8,114 2,899 3,742 88,084

Operating income (loss) $ 2,675 $ 8,583 $ 1,254 $ 3,881 $ ( 3,742 ) $ 12,651

Segment assets - as of September 30, 2024 $ 192,058 $ 166,448 $ 116,748 $ 79,503 $ — $ 554,757

Capital expenditures and plant turnaround costs $ 2,193 $ 1,929 $ 7,929 $ 484 $ — $ 12,535

March 31, 2026

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

Payroll expenses in our manufacturing operations are included in cost of products sold.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Operating revenues from external customers $ 21,549 $ 52,985 $ 48,704 $ 69,305 $ — $ 192,543

22 unchanged sentences

Operating income (loss) $ 2,110 $ 5,506 $ 7,716 $ 3,745 $ ( 4,675 ) $ 14,402

Segment assets - as of September 30, 2024 $ 192,058 $ 166,448 $ 116,748 $ 79,503 $ — $ 554,757

Segment assets - as of March 31, 2025 $ 166,644 $ 169,819 $ 131,702 $ 65,245 $ — $ 533,410

Capital expenditures and plant turnaround costs $ 922 $ 2,822 $ 1,741 $ 123 $ — $ 5,608

5 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

COMMITMENTS AND CONTINGENCIES

35 unchanged sentences

The estimated fair value of the 2028 Notes is considered Level 2, as the fair value is based upon quoted prices for identical liabilities in markets that are not active.

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Value Carrying

4 unchanged sentences

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

March 31, 2026

INVESTMENT IN DSM SEMICHEM LLC

10 unchanged sentences

Selected financial information for DSM is as follows:

As of September 30, Three Months Ended September 30,

Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)

DSM Semichem LLC $ 105,590 $ 28,530 $ 60,710 $ — $ 195

As of December 31, Three Months Ended September 30,

Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)

DSM Semichem LLC $ 105,773 $ 31,700 $ 68,513 $ — $( 1,369 )

As of September 30, Nine Months Ended September 30,

As of March 31, Three Months Ended March 31,

Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)

DSM Semichem LLC $ 114,501 $ 23,775 $ 54,587 $ — $( 3,060 )

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

As of December 31, Nine Months Ended September 30,

As of December 31, Three Months Ended March 31,

Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)

6 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

March 31, 2026

Three Months Ended March 31,

Provision for income taxes $ 518 $ 1,117

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

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 270 and $ 270 were recorded in income tax expense for the three months ended September 30, 2025 and 2024, respectively.

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 958 and $ 820 were recorded in income tax expense for the nine months ended September 30, 2025 and 2024, respectively.

Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 40 and $ 417 were recorded in income tax expense for the three months ended March 31, 2026 and 2025, respectively.

Deferred taxes applicable to the Texas margin tax relating to the operation of the Partnership are immaterial.

MTI, a wholly owned subsidiary of the Partnership, is subject to income taxes due to its corporate structure (the "Taxable Subsidiary").

Total income tax expense of $ 445 and $ 796 , related to the operation of the Taxable Subsidiary, for the three months ended September 30, 2025 and 2024, resulted in an effective income tax rate ("ETR") of 18.68 % and 33.36 %, respectively.

Total income tax expense of $ 2,958 and $ 2,814 , related to the operation of the Taxable Subsidiary, for the nine months ended September 30, 2025 and 2024, resulted in an ETR of 40.38 % and 25.17 %, respectively.

On July 4, 2025, Congress enacted the One Big Beautiful Bill Act ("OBBBA").

The new legislation resulted in a discrete deferred income tax expense of $ 570 related to the reinstatement of 100% bonus depreciation for qualified property placed in service after January 19, 2025 and the favorable provision that modifies the deductibility of interest expense by excluding amortization and depreciation from the Adjusted Taxable Income (ATI) calculation for purposes of Section 163j.

The decrease in the provision for income taxes and the ETR for the income taxes during the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to a decrease in permanent differences and a reduction in estimated current taxable income resulting from favorable impacts of the OBBBA legislation, offset in part by the one-time discrete income tax expense for the revaluation of deferred tax assets and liabilities as a result of the enactment of the OBBBA.

The increase in the provision for income taxes and the ETR for the income taxes during the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase in permanent differences and the one-time discrete income tax expense for the revaluation of deferred tax assets and liabilities as a result of the enactment of the OBBBA, offset in part by a reduction in current estimated taxable income resulting from favorable impacts of the OBBBA legislation.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2025

A current federal income tax expense (benefit) of $( 520 ) and $ 471 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended September 30, 2025 and 2024, respectively.

A current federal income tax expense of $ 1,715 and $ 2,047 , related to the operation of the Taxable Subsidiary, was recorded for the nine months ended September 30, 2025 and 2024, respectively.

A current state income tax expense of $ 119 and $ 194 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended September 30, 2025 and 2024, respectively.

A current state income tax expense of $ 552 and $ 610 , related to the operation of the Taxable Subsidiary, was recorded for the nine months ended September 30, 2025 and 2024, respectively.

Total income tax expense of $ 478 and $ 700 , related to the operation of the Taxable Subsidiary, for the three months ended March 31, 2026 and 2025, resulted in an effective income tax rate of 36.6 % and 32.9 %, respectively.

The decrease in the provision for income taxes during the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to a decrease in income before taxes in the current period.

The effective tax rate differs from the U.S.

federal statutory rate of 21% primarily due to state income taxes, net of the federal benefit, and nondeductible expenses.

A current federal income tax expense of $ 261 and $ 722 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended March 31, 2026 and 2025, respectively.

A current state income tax expense of $ 75 and $ 192 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended March 31, 2026 and 2025, respectively.

With respect to MTI, income taxes are accounted for under the asset and liability method pursuant to the provisions of ASC 740 related to income taxes.

2 unchanged sentences

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A deferred tax expense related to the MTI temporary differences of $ 846 and $ 131 was recorded for the three months ended September 30, 2025 and 2024, respectively.

A deferred tax expense related to the MTI temporary differences of $ 691 and $ 157 was recorded for the nine months ended September 30, 2025 and 2024, respectively.

A net deferred tax asset of $ 9,255 and $ 9,946 , related to the cumulative book and tax temporary differences, existed at September 30, 2025 and December 31, 2024, respectively.

A deferred tax expense (benefit) related to the MTI temporary differences of $ 142 and $( 214 ) was recorded for the three months ended March 31, 2026 and 2025, respectively.

A net deferred tax asset of $ 8,884 and $ 9,026 , related to the cumulative book and tax temporary differences, existed at March 31, 2026 and December 31, 2025, respectively.

All income tax positions taken for all open years are more likely than not to be sustained based upon their technical merit under applicable tax laws.

1 unchanged sentence

Quarterly Distribution.

On October 15, 2025, the Partnership declared a quarterly cash distribution of $ 0.005 per common unit for the third quarter of 2025, or $ 0.020 per common unit on an annualized basis, which will be paid on November 14, 2025, to unitholders of record as of November 7, 2025.

On April 22, 2026, the Partnership declared a quarterly cash distribution of $ 0.005 per common unit for the first quarter of 2026, or $ 0.020 per common unit on an annualized basis, which will be paid on May 15, 2026 to unitholders of record as of May 8, 2026.

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-Q

Item 1. Financial Statements