What changed in this filing

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Item 9A. Controls and Procedures

2025-05-29 compared with 2024-06-06 · 944 added, 717 removed, 1842 unchanged (47% of the section changed)

17 unchanged sentences

In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended March 31, 2024, and our report dated June 6, 2024 expressed an unqualified opinion on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended March 31, 2025, and our report dated May 29, 2025 expressed an unqualified opinion on those financial statements.

Basis for opinion

25 unchanged sentences

The NGL Energy GP investor group, which includes 43 individuals and entities that own all of the outstanding membership interests in our GP (“NGL Energy GP Investor Group”), appoints all members to the board of directors of our GP.

The board of directors of our GP currently has seven members.

The board of directors of our GP currently has six members.

The board of directors of our GP has determined that Mr.

20 unchanged sentences

Named executive officers are appointed by, and serve at the discretion of, the board of directors of our GP.

The following table summarizes information regarding the directors of our GP and our named executive officers as of June 4, 2024.

The following table summarizes information regarding the directors of our GP and our named executive officers as of May 27, 2025.

Name Age Position with NGL Energy Holdings LLC

1 unchanged sentence

Cooper 49 Executive Vice President and Chief Financial Officer

Kingham 52 Executive Vice President and Chief Information Officer

McMurray 52 Executive Vice President and General Counsel and Secretary

Thuillier 54 Chief Accounting Officer

Ryan Collins 39 Senior Vice President and General Counsel and Secretary

Kingham 53 Executive Vice President and Chief Information Officer

Coady 63 Director

3 unchanged sentences

Reiners 54 Director

Wade 54 Director

Michael Krimbill .

17 unchanged sentences

Prior to WPX, he was at The Williams Companies (“Williams”) where he held various corporate finance and risk management leadership roles.

Kingham has served as our Executive Vice President and Chief Information Officer since March 2024.

Kingham served as our Senior Vice President and Chief Information Officer from February 2018 to March 2024 and as our Chief Information Officer from April 2014 to February 2018.

Prior to joining NGL, Ms.

Kingham was the Chief Information Officer and held Information Technology (“IT”) Audit Management positions at a professional advisory firm for nine years.

Additionally, Ms.

Kingham spent nine years of her career at Williams in various IT technical and successive management positions.

McMurray has served as our Executive Vice President and General Counsel and Secretary since October 2016.

McMurray joined NGL in February 2015 as Vice President, Legal and Corporate Secretary.

Prior to joining NGL, Mr.

McMurray practiced law in the Tulsa, Oklahoma area since 1998 at firms including Moyers, Martin, Santee, Imel & Tetrick LLP.

and Robinett & Osmond and was a founding shareholder of Kurston P.

McMurray, PC and Wilkin/McMurray PLLC.

McMurray’s private practice specialized in business transactions, real estate, construction, healthcare, banking, corporate governance, corporate management and commercial litigation.

Thuillier has served as our Chief Accounting Officer since January 2016.

2 unchanged sentences

from December 2007 through October 2015, most recently as Vice President of Financial Reporting and Corporate Controller.

Thuillier served as Assistant Corporate

Controller for Exterran Holdings, Inc.

Thuillier served as Assistant Corporate Controller for Exterran Holdings, Inc.

(formerly Universal Compression) from November 2006 through November 2007.

1 unchanged sentence

Thuillier served in various roles at Deloitte & Touche LLP, most recently as Audit Senior Manager.

Ryan Collins.

Collins has served as our Senior Vice President and General Counsel and Secretary since October 2024.

Collins joined NGL in August 2015 and previously served as our Senior Vice President and Assistant General Counsel.

Prior to joining NGL, Mr.

Collins practiced law in the Tulsa, Oklahoma area, during which time his practice specialized in complex business transactions, real estate, banking, corporate governance, corporate management, and management of litigation.

Kingham has served as our Executive Vice President and Chief Information Officer since March 2024.

Kingham served as our Senior Vice President and Chief Information Officer from February 2018 to March 2024 and as our Chief Information Officer from April 2014 to February 2018.

Prior to joining NGL, Ms.

Kingham was the Chief Information Officer and held Information Technology (“IT”) Audit Management positions at a professional advisory firm for nine years.

Additionally, Ms.

Kingham spent nine years of her career at Williams in various IT technical and successive management positions.

Coady served as our President and Chief Operating Officer, Retail Division, from April 2012 to March 2018, when we sold a portion of our Retail Propane segment to DCC LPG (“DCC”), and previously served as our Co-President and Chief Operating Officer, Retail Division from October 2010 through April 2012.

42 unchanged sentences

Prior to that, Mr.

served in various senior financial and accounting roles at ONEOK, Inc.

Reiners served in various senior financial and accounting roles at ONEOK, Inc.

and ONEOK Partners, L.P.

from August 2009 to May 2019, including Senior Vice President and Chief Accounting Officer from August 2009 to December 2012, Senior Vice President, Chief Financial Officer and Treasurer from January 2013 to May 2017 and Senior Vice President, Finance and Treasurer from June 2017 to May 2019.

from August 2009 to May 2019, including Senior Vice President and Chief Accounting Officer from August 2009 to December 2012, Senior Vice

President, Chief Financial Officer and Treasurer from January 2013 to May 2017 and Senior Vice President, Finance and Treasurer from June 2017 to May 2019.

Prior to joining ONEOK, Mr.

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Reiners provides valuable insight into our business and industry.

Wade has served on the board of directors of our GP since February 2021.

Wade is the President of EIG Global Energy Partners (“EIG”) and a member of its Investment and Executive Committees.

He has broad involvement in the firm’s various activities including investments, investor relations, operations and strategic initiatives.

Since joining EIG in 1996, Mr.

Wade has filled various roles including Chief Operating Officer, head of the direct lending strategy, investment principal with coverage responsibility for Australia and an analyst for the oil and gas team.

Prior to joining EIG, Mr.

Wade was a Commercial Lending Officer for First Interstate Bank of Texas, where he was responsible for developing a middle-market loan portfolio.

Wade brings extensive financial and industry experience to the board.

Director Appointment Rights

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EMG NGL HC LLC has the right to designate one person to serve on the board of directors of our GP, and has designated John T.

EIG has the right to designate one person to serve on the board of directors of our GP, and has designated Randall S.

The Coady Group (which consists of certain entities controlled by Shawn W.

52 unchanged sentences

Insider Trading

The board of directors of our GP has adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by directors, officers and employees, or by us, that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to us.

The board of directors of our GP has adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to us.

While NGL Energy Partners LP is not subject to the insider trading policy itself, NGL Energy Partners LP will not engage in transactions in its securities while aware of material nonpublic information.

Our insider trading policies have been filed as Exhibit 19.1 and Exhibit 19.2 to this Annual Report.

2 unchanged sentences

Reiners presides over these executive sessions.

Unitholders or interested parties may communicate directly with the board of directors of our GP, any committee of the board, any independent directors, or any one director, by sending written correspondence by mail addressed to the board,

committee or director to the attention of our Secretary at the following address:

Name of the Director(s), c/o Secretary, NGL Energy Partners LP, 6120 South Yale Avenue, Suite 1300, Tulsa, Oklahoma 74136.

12 unchanged sentences

Thuillier–Chief Accounting Officer

McMurray–Executive Vice President and General Counsel and Secretary

• Jennifer L.

Kingham–Executive Vice President and Chief Information Officer

Ryan Collins–Senior Vice President and General Counsel and Secretary (effective October 2, 2024)

Compensation Philosophy

28 unchanged sentences

Recognizes individual contributions to our performance

Long-Term Retention Award Provides a forfeitable long-term incentive to encourage executive retention

Based on competition in the marketplace for executive talent and abilities

The compensation committee periodically reviews the base salaries of our named executive officers and may recommend adjustments as necessary.

10 unchanged sentences

Thuillier 370,000 385,000

McMurray 500,000 515,000

Kingham 400,000 425,000

Krimbill’s and Mr.

Thuillier’s base salary rate became effective on March 26, 2023.

Cooper’s base salary rate became effective on his promotion to Executive Vice President and Chief Financial Officer on January 13, 2023.

McMurray’s base salary rate was effective April 1, 2022.

(2) Base salary rates became effective on March 24, 2024.

Kingham’s salary increased from $390,000.

Ryan Collins — 450,000

(1) Base salary rates became effective on March 24, 2024 other than Mr.

Collins who was not serving as a named executive officer during the relevant period.

Collins’s salary increased from $310,000 to $400,000 effective with his appointment to General Counsel and Secretary on October 2, 2024.

Krimbill’s, Mr.

Cooper’s, Mr.

Thuillier’s, Ms.

Kingham’s and Mr.

Collins’s base salary rates became effective on March 23, 2025.

Discretionary Cash Bonus Awards

2 unchanged sentences

Krimbill, Mr.

McMurray, Mr.

Thuillier and Ms.

Kingham, respectively.

Thuillier, Ms.

Kingham and Mr.

Collins, respectively.

Long-Term Equity Incentive Awards

The Partnership previously adopted a long-term incentive plan (“LTIP”), which allowed for the issuance of equity-based compensation.

The LTIP expired with respect to future awards on May 10, 2021.

All outstanding restricted units granted prior to the LTIP expiring (“Service Awards”) in the below table vested on November 15, 2023.

The following table summarizes Service Awards activity during fiscal year 2024 with respect to the named executive officers:

Unvested Units at Unvested Units at

Name March 31, 2023 Units Vested March 31, 2024

Michael Krimbill 62,500 (62,500) —

Thuillier 13,750 (13,750) —

McMurray 37,500 (37,500) —

Kingham 25,000 (25,000) —

Our GP adopted a long-term incentive plan (“LTIP”), which allowed for the issuance of equity-based compensation.

As the LTIP expired on May 10, 2021, we had no common units available for grant during the year ended March 31, 2025, and the last of our outstanding service awards vested on November 15, 2023.

We do not currently grant any equity awards as the Partnership’s LTIP expired on May 10, 2021 and we do not have any common units available for grant.

As a general matter, we do not time the grant of equity awards in coordination with the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates.

Long-Term Retention Award

On May 27, 2025, the compensation committee granted longer term retention awards of $1.4 million, $0.4 million, $0.5 million and $0.7 million to Mr.

Thuillier, Ms.

Kingham and Mr.

Collins, respectively.

These awards will be paid in three equal installments over the next three years if the individual is still employed by the Partnership on the date of payment.

Severance and Change in Control Benefits

We do not provide any severance or change of control benefits to our named executive officers, other than to Mr.

McMurray and Ms.

Kingham, who are entitled to receive severance benefits pursuant to their employment agreement in the event of certain terminations of their employment (as described below after the “Summary Compensation Table” under the heading, “Employment Agreements with Mr.

McMurray and Ms.

We do not provide any severance or change of control benefits to our named executive officers.

We have established a defined contribution 401(k) plan to assist our eligible employees in saving for retirement on a tax-deferred basis.

8 unchanged sentences

In most cases, similar programs were in place prior to our acquisition of the businesses, and we have left the programs substantially intact.

Clawback Policy

Effective October 2, 2023, we adopted a clawback policy, providing for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements.

The policy applies to incentive compensation that is granted, earned or vested based in whole or in part upon the attainment of a financial reporting measure, and the policy provides for the reimbursement or forfeiture of excess incentive compensation in the three fiscal years following the accounting restatement date.

A copy of the clawback policy is filed as Exhibit 97.1 to this Form 10-K.

Employment Agreements

We do not have employment agreements with any of our named executive officers, other than Mr.

McMurray and Ms.

Kingham (as described below after the “Summary Compensation Table” under the heading, “Employment Agreements with Mr.

McMurray and Ms.

As of March 31, 2025, there were no employment agreements for the named executive officers.

Deductibility of Compensation

20 unchanged sentences

Name and Position Fiscal

($) Stock Awards (1)

($) All Other

9 unchanged sentences

2023 324,000 225,000 16,325 565,325

McMurray 2024 482,692 500,000 — 16,914 999,606

Executive Vice President and 2023 519,230 500,000 — 7,572 1,026,802

General Counsel and Secretary 2022 495,192 250,000 322,500 3,863 1,071,555

Kingham (2) 2025 386,154 350,000 16,408 752,562

1 unchanged sentence

Chief Information Officer

(1) The fair values of the restricted units shown in the table above were calculated in accordance with FASB Accounting Standards Codification Topic 718, Stock Compensation.

Ryan Collins (3) 2025 340,115 310,000 17,796 667,911

Senior Vice President and

General Counsel and Secretary

(1) The amounts in this column primarily represent matching contributions to our 401(k) plan.

Cooper became Executive Vice President and Chief Financial Officer effective January 13, 2023, and thus was not a named executive officer prior to fiscal year 2023.

Kingham was not a named executive officer prior to fiscal year 2024.

Employment Agreements with Mr.

McMurray and Ms.

Kingham are party to employment agreements with the Partnership, dated March 10, 2017.

The agreements have a term of five years from the effective date, subject to automatic renewals for one-year periods thereafter unless either party provides 60 days’ notice of non-renewal of the term.

The agreements were renewed by their terms as of March 10, 2024.

The agreements provide that Mr.

McMurray and Ms.

Kingham will receive a base salary of no less than $250,000 per year.

McMurray will be eligible to receive an annual bonus with respect to each fiscal year of the Partnership at a target of 100% of his base salary, while Ms.

Kingham will be eligible to receive an annual bonus with respect to each fiscal year of the Partnership at a target of 60% of her base salary.

McMurray and Ms.

Kingham are also entitled to receive annual awards of unvested units under the Partnership’s LTIP.

In the event that Mr.

McMurray or Ms.

Kingham’s employment is terminated by the Partnership without “cause” (as defined in their respective agreements), provided that they execute a general release of claims, Mr.

McMurray and Ms.

Kingham are entitled to receive (i) continued payment of their base salary for 12 months following the termination, (ii) the restricted unit awards that would have been paid or granted to them had they remained employed for an additional three years following their termination, and (iii) their target annual bonus for the performance year in which their termination occurs.

McMurray and Ms.

Kingham would also be entitled to receive the severance benefits described in the foregoing sentence in the event that they voluntarily resign due to a “constructive discharge,” which circumstances would include (1) a reduction of their annual base salary below $250,000 (other than an across-the-board, pro rata reduction of no more than 10% applicable to all similarly situated executive officers of the Partnership) or the Partnership’s failure to provide Mr.

McMurray and Ms.

Kingham’s elements of compensation, (2) the removal of Mr.

McMurray from the position of Executive Vice President and General Counsel and Secretary without Mr.

McMurray’s written consent or the removal of Ms.

Kingham from the position of Executive Vice President and Chief Information Officer without Ms.

Kingham’s written consent, (3) any action by the Partnership that results in significant diminution of Mr.

McMurray’s or Ms.

Kingham’s authority, power or responsibilities, or

(4) the Partnership’s relocation of its principal place of business in Oklahoma to a location more than 50 miles from its current location.

McMurray and Ms.

Kingham are subject to non-disclosure and intellectual property rights assignment obligations, and an obligation not to solicit customers, employees or consultants lasting during their employment and for a period of 12 months thereafter.

Restricted Unit Awards

During fiscal year 2024, no Service Awards were granted to the named executive officers due to the expiration of the LTIP, as discussed above.

All outstanding Service Awards in the below table vested on November 15, 2023.

2024 Units Vested

The following table summarizes the value of the awards on the vesting date which was calculated based of the closing market price per common unit on the vesting date.

Name Number of Service Award Units

Acquired on Vesting Value Realized on Vesting

Michael Krimbill 62,500 246,563

Thuillier 13,750 54,244

McMurray 37,500 147,938

Kingham 25,000 98,625

Upon vesting, certain of the named executive officers elected for us to remit payments to taxing authorities in lieu of issuing common units.

The following table summarizes the number of common units issued and the number of common units withheld for taxes:

Name Number of Units

Issued Number of Units

Withheld Total

Thuillier 8,236 5,514 13,750

McMurray 21,712 15,788 37,500

Potential Payments Upon Termination or Change in Control

We do not provide any severance or change in control benefits to our named executive officers , other than Mr.

McMurray and Ms.

Kingham, who are entitled to receive severance benefits for certain types of terminations (as described in more detail above under the heading, “Employment Agreements with Mr.

McMurray and Ms.

In the event that their employment had been terminated as of March 31, 2024 by the Partnership without “cause” or due to a “constructive discharge,” Mr.

McMurray and Ms.

Kingham would have been entitled to receive the following amounts:

Cash Severance Target Annual Bonus Total

McMurray $ 515,000 $ 515,000 $ 1,030,000

Kingham $ 400,000 $ 240,000 $ 640,000

Collins became Senior Vice President and General Counsel and Secretary on October 2, 2024, and thus was not a named executive officer prior to fiscal year 2025.

Pay Ratio Disclosure

26 unchanged sentences

• an annual retainer of $10,000 for each member of the compensation committee other than the chairman.

In addition, each director who is not an officer or employee of our GP or its affiliates has been granted awards of restricted units.

All of our directors are also reimbursed for all out-of-pocket expenses incurred in connection with attending board or committee meetings.

Each director is indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.

Due to the expiration of the LTIP, as discussed above, no restricted units were granted to the directors during fiscal year 2024.

The following table summarizes the compensation earned during fiscal year 2025 by each director who is not an officer or employee of our GP or its affiliates:

5 unchanged sentences

(1) All of the compensation was paid in cash.

Long-Term Equity Incentive Awards

The following table summarizes Service Awards activity during fiscal year 2024 with respect to each director who is not an officer or employee of our GP or its affiliates:

Unvested Units at Unvested Units at

Name March 31, 2023 Units Vested (1) March 31, 2024

Coady 12,500 (12,500) —

Collingsworth 12,500 (12,500) —

Guderian 12,500 (12,500) —

Reiners 12,500 (12,500) —

(1) All outstanding Service Awards vested on November 15, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table summarizes the beneficial ownership, as of June 4, 2024, of our common units by:

The following table summarizes the beneficial ownership, as of May 27, 2025, of our common units by:

• each person or group of persons known by us to be a beneficial owner of more than 5% of our outstanding common units;

6 unchanged sentences

(2) 19,562,133 14.82 %

EIG Neptune Equity Aggregator, L.P.

(3) 16,734,375 11.21 %

JPMorgan Chase & Co.

(4) 8,493,128 6.41 %

Bank of America Corp /DE/ (3) 9,087,128 6.88 %

RM Trading of Florida LLC (4) 7,550,000 5.72 %

Directors and named executive officers:

1 unchanged sentence

Collingsworth (6) 639,870 *

Ryan Collins 28,733 *

Cooper 200,000 *

2 unchanged sentences

Michael Krimbill (7) 5,025,018 3.81 %

McMurray (8) 147,524 *

Raymond 50,000 *

3 unchanged sentences

* Less than 1.0%

(1) Based on 132,512,766 common units outstanding at June 4, 2024.

(1) Based on 132,012,766 common units outstanding at May 27, 2025.

(2) The mailing address for Invesco Ltd.

3 unchanged sentences

is based upon its Schedule 13G/A filed with the SEC on February 12, 2024.

(3) The mailing address for EIG Neptune Equity Aggregator, L.P.

(“EIG Neptune”) is 600 New Hampshire Ave NW, Suite 1200, Washington, DC 20037.

EIG Neptune reported sole voting and dispositive power with respect to all common units beneficially owned.

The information related to EIG Neptune is based upon its Schedule 13D/A filed with the SEC on September 4, 2020.

The common units beneficially owned relate to warrants that were exercisable on July 2, 2020.

For purposes of calculating ownership percentages, the units underlying the warrants are only deemed outstanding for purposes of calculating EIG Neptune’s percentage.

(4) The mailing address for JPMorgan Chase & Co.

is 383 Madison Avenue, New York, NY 10179.

JPMorgan Chase & Co.

reported sole voting and dispositive power with respect to all common units beneficially owned.

The information related to JPMorgan Chase & Co.

is based upon its Schedule 13G filed with the SEC on February 6, 2024.

(3) The mailing address for Bank of America Corp /DE/ is 100 N Tyron Street, Charlotte, NC 28255.

Bank of America Corporation on behalf of itself and its wholly owned subsidiaries Bank of America N.A.

reported shared voting power with respect to 9,077,858 common units and shared dispositive power with respect to all common units beneficially owned.

The information related to Bank of America Corp /DE/ is based upon its Schedule 13 filed with the SEC on February 14, 2025.

(4) The mailing address for RM Trading of Florida LLC, Roger Beit and Mark Paley is 1 NO Breakers Row Apartment 141, Palm Beach, FL 33480.

RM Trading of Florida LLC, Roger Beit and Mark Paley reported shared voting power and dispositive power with respect to all common units beneficially owned.

The information related to RM Trading of Florida LLC, Roger Beit and Mark Paley is based upon the Schedule 13G filed with the SEC on May 28, 2025.

Coady owns 172,304 of these common units.

29 unchanged sentences

Krimbill Enterprises LP, II is controlled by H.

Michael Krimbill via his ownership of its general partner, Krimbill Holding Company.

Michael Krimbill may be deemed to have sole voting

and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Krimbill via his ownership of its general partner, Krimbill Holding Company.

Michael Krimbill may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Michael Krimbill also owns a 15.10% interest in our GP through KrimGP2010, LLC, of which he owns 100% of the membership interests.

McMurray owns a 0.25% interest in our GP through MCM Investments, LLC, of which he owns 100% of the membership interests.

(9) The directors and executive officers of our GP, as of June 4, 2024, also collectively own a 33.90% interest in our GP.

(8) The directors and executive officers of our GP, as of May 27, 2025, also collectively own a 33.43% interest in our GP.

Unless otherwise noted, each of the individuals listed above is believed to have sole voting and investment power with respect to the units beneficially held by them.

29 unchanged sentences

Transactions with Related Persons

We purchase goods and services from certain entities that are partially owned by our named executive officers.

We sell goods and services to certain entities that are partially owned by our named executive officers.

The following table summarizes these transactions from April 1, 2024 to March 31, 2025:

Entity Nature of Purchases Amount Purchased Ownership Interest in Entity

Entity Nature of Sales Amount Sold Ownership Interest in Entity

(in thousands)

Michael Krimbill

KAIR2014 LLC (“KAIR2014”) Aircraft $ 958 50 %

In connection with the purchase of our 50% interest in an aircraft company, KAIR2014, we executed a joint and several guarantee for the benefit of the lender for KAIR2014’s outstanding loan.

The other owner of KAIR2014, our Chief Executive Officer, H.

Michael Krimbill, is a party to a similar guarantee.

This guarantee obligates us for the payment and performance of KAIR2014 with respect to the repayment of the loan, which was set to mature in September 2023.

On September 1, 2023, KAIR2014 entered into an agreement to extend the maturity date of the loan to September 1, 2028.

Accordingly, we and H.

Michael Krimbill executed new joint and several guarantees for the benefit of the lender for KAIR2014’s outstanding loan.

In December 2023, KAIR2014 sold an airplane for total consideration of approximately $4.7 million.

A portion of the proceeds was used to repay the outstanding loan balance of approximately $2.1 million, resulting in the release of our guarantee.

KrimAir, LLC Aircraft $ 177 10 %

Travis Krimbill, an employee of the Partnership, is the son of H.

5 unchanged sentences

We have entered into a registration rights agreement (as amended, the “Registration Rights Agreement”) with certain third parties (“Registration Rights Parties”) pursuant to which we agreed to register for resale under the Securities Act of 1933, as amended (“Securities Act”) common units owned by the Registration Rights Parties.

In connection with our IPO, we granted registration rights to the NGL Energy GP Investor Group, and subsequently, we have granted registration rights in connection with several acquisitions.

In connection with our IPO, we granted registration rights to the NGL Energy GP Investor Group, and subsequently, we have granted registration rights in connection

with several acquisitions.

We will not be required to register such common units if an exemption from the registration requirements of the Securities Act is available with respect to the number of common units desired to be sold.

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The following table summarizes fees we have paid Grant Thornton LLP for the periods indicated:

Year Ended March 31,

(in thousands)

15 unchanged sentences

001-35172) filed with the SEC on July 8, 2019)

2.2 Membership Interest Purchase Agreement, dated as of August 7, 2019, between NGL Energy Operating, LLC and Trajectory Acquisition Company LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on October 4, 2019)

2.2 Equity Purchase Agreement, dated September 25, 2019, by and among NGL Energy Partners LP, NGL Water Solutions Permian, LLC, Water Remainco, LLC, Hillstone Environmental Partners, LLC, GGCOF HEP Blocker II, LLC, GGCOF HEP Blocker, LLC, Golden Gate Capital Opportunity Fund-A, L.P., GGCOF AIV L.P.

37 unchanged sentences

001-35172) filed with the SEC on February 8, 2021)

Exhibit Number Description

4.1 First Amended and Restated Registration Rights Agreement, dated October 3, 2011, by and among the Partnership, Hicks Oils & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, E.

2 unchanged sentences

001-35172) filed with the SEC on October 7, 2011)

Exhibit Number Description

4.2 Amendment No.

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4.12 Indenture, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Finance Corp., the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)

4.13 Form of 8.125% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)

4.14 Form of 8.375% Senior Secured Notes due 2032 (incorporated by reference to Exhibit 4.14 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)

4.15* Supplemental Indenture, dated as of April 29, 2024, by and among NGL Energy Operating LLC, NGL Energy Finance Corp., the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee and collateral agent

4.13* Form of 8.125% Senior Secured Notes due 2029 (included as Exhibit A to Exhibit 4.12 of this Form 10-K)

4.14* Form of 8.375% Senior Secured Notes due 2032 (included as Exhibit B to Exhibit 4.12 of this Form 10-K)

4.16* Second Supplemental Indenture, dated as of May 21, 2025, among NGL Crude Assets and Marketing, LLC, NGL Energy Operating LLC, NGL Energy Finance Corp., the Guarantors party thereto and U.S.

Bank Trust Company, National Association, as Trustee and Collateral Agent

4.17 Amended and Restated Guaranty Agreement, dated as of March 31, 2017 and effective as of December 31, 2016, among NGL Energy Partners LP and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No.

12 unchanged sentences

001-35172) for the quarter ended September 30, 2021 filed with the SEC on November 9, 2021)

Exhibit Number Description

10.3 Second Amendment to Credit Agreement dated as of April 13, 2022, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A.

1 unchanged sentence

001-35172) for the year ended March 31, 2022 filed with the SEC on June 6, 2022)

Exhibit Number Description

10.4 Third Amendment to Credit Agreement dated as of February 16, 2023, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A.

4 unchanged sentences

001-35172) for the quarter ended June 30, 2023 filed with the SEC on August 9, 2023)

10.6 Fifth Amendment to Credit Agreement, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on February 2, 2024)

10.7 Sixth Amendment to Credit Agreement, dated as of September 26, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-35172) filed with the SEC on November 12, 2024)

10.8 Credit Party Accession Agreement, dated as of March 28, 2022, among NGL Shared Services, LLC, NGL Shared Services Holdings, Inc., and JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K (File No.

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001-35172) filed with the SEC on February 2, 2024)

10.9 Fifth Amendment to Credit Agreement, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on February 2, 2024)

10.11 First Amendment to Term Loan Credit Agreement, dated as of August 5, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, Toronto Dominion (Texas) LLC, as administrative agent, collateral agent and a lender, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-35172) filed with the SEC on August 8, 2024)

10.12 Common Unit Purchase Agreement, dated November 5, 2013, by and among NGL Energy Partners LP and the purchasers listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

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001-35172) filed with the SEC on November 1, 2019)

19.1* Insider Trading Policy

19.2* Supplemental Insider Trading Policy

19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)

19.2 Supplemental Insider Trading Policy (incorporated by reference to Exhibit 19.2 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)

Exhibit Number Description

21.1* List of Subsidiaries of NGL Energy Partners LP

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1* Policy Relating to Recovery of Erroneously Awarded Compensation

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)

101.INS** XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH** Inline XBRL Schema Document

Exhibit Number Description

101.CAL** Inline XBRL Calculation Linkbase Document

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** The following documents are formatted in Inline XBRL (Extensible Business Reporting Language):

(i) Consolidated Balance Sheets at March 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the years ended March 31, 2024, 2023, and 2022, (iii) Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2024, 2023, and 2022, (iv) Consolidated Statements of Changes in Equity for the years ended March 31, 2024, 2023, and 2022, (v) Consolidated Statements of Cash Flows for the years ended March 31, 2024, 2023, and 2022, and (vi) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets at March 31, 2025 and 2024, (ii) Consolidated Statements of Operations for the years ended March 31, 2025, 2024, and 2023, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2025, 2024, and 2023, (iv) Consolidated Statements of Changes in Equity for the years ended March 31, 2025, 2024, and 2023, (v) Consolidated Statements of Cash Flows for the years ended March 31, 2025, 2024, and 2023, and (vi) Notes to Consolidated Financial Statements.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 6, 2024.

NGL Energy Partners LP

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Signature Title Date

Michael Krimbill Chief Executive Officer and Director June 6, 2024

Michael Krimbill Chief Executive Officer and Director May 29, 2025

Michael Krimbill (Principal Executive Officer)

/s/ Bradley P.

Cooper Chief Financial Officer June 6, 2024

Cooper Chief Financial Officer May 29, 2025

(Principal Financial Officer)

/s/ Lawrence J.

Thuillier Chief Accounting Officer June 6, 2024

Thuillier Chief Accounting Officer May 29, 2025

Thuillier (Principal Accounting Officer)

Coady Director June 6, 2024

Collingsworth Director June 6, 2024

Coady Director May 29, 2025

Collingsworth Director May 29, 2025

Collingsworth

Guderian Director June 6, 2024

Raymond Director June 6, 2024

Reiners Director June 6, 2024

/s/ Randall S.

Wade Director June 6, 2024

Guderian Director May 29, 2025

Raymond Director May 29, 2025

Reiners Director May 29, 2025

INDEX TO FINANCIAL STATEMENTS

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

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

Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2025, 2024, and 2023

Consolidated Statements of Changes in Equity for the years ended March 31, 2025, 2024, and 2023

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of NGL Energy Partners LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows for each of the three years in the period ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of March 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated June 6, 2024 expressed an unqualified opinion.

We have audited the accompanying consolidated balance sheets of NGL Energy Partners LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of March 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended March 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of March 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated May 29, 2025 expressed an unqualified opinion.

Basis for opinio n

These financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment

As described further in Note 5 to the consolidated financial statements, the Partnership’s consolidated goodwill balance was $634.3 million as of March 31, 2024.

Management evaluates goodwill for impairment on January 1 of each year, or more frequently to the extent events or conditions indicate a risk of possible impairment.

Management performed quantitative impairment assessments for the Crude Oil Logistics and Wholesale/Terminal reporting units to test goodwill for impairment as of January 1, 2024.

As a result of the assessment performed for the reporting units, and as described further in Note 5 to the consolidated financial statements, the Partnership recognized a goodwill impairment charge of $ 69.2 million during the three months ended March 31, 2024 related to its Wholesale/Terminal reporting unit within the Partnership’s Liquids Logistics reportable segment.

We identified the goodwill impairment assessment as a critical audit matter.

The principal considerations for our determination that the goodwill impairment assessment was a critical audit matter are that there was a high estimation uncertainty due to significant judgments with respect to assumptions used to estimate the future cash flows, including growth rates, operating expenses and cash outflows necessary to support the cash flows, weighted average costs of capital and future market conditions as well as the valuation methodologies applied by the Partnership.

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s forecasted future cash flows.

Crude Oil Logistics reporting unit - goodwill impairment assessments

As described further in Note 5 to the consolidated financial statements, the Partnership’s goodwill balance attributable to their Crude Oil Logistics reporting unit was $310 million as of March 31, 2025.

Management performed quantitative impairment assessments for the Crude Oil Logistics reporting unit as of December 31, 2024 and March 31, 2025, to test goodwill for impairment.

As a result of the assessments performed, the Partnership determined that the fair value of the Crude Oil Logistics reporting unit was more likely than not greater than the carrying value of the reporting unit as of December 31, 2024 and March 31, 2025.

We identified the Crude Oil Logistics reporting unit goodwill impairment assessments as a critical audit matter.

The principal consideration for our determination that the Crude Oil Logistics reporting unit goodwill impairment assessments is a critical audit matter is due to the estimation uncertainties and significant management judgment when estimating the fair value of the Crude Oil Logistics reporting unit.

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s forecasted future cash flows and evaluation of the reasonableness of the valuation model used.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Our audit procedures related to the goodwill impairment assessment included the following, among others:

We tested the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the determination of the fair value of the reporting units.

In addition to testing the effectiveness of controls, we also performed the following:

• Utilized a valuation specialist to evaluate:

◦ The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly by performing an independent calculation,

◦ The appropriateness of the discount rate by recalculating the weighted average costs of capital and evaluating future market conditions, and

◦ Other significant assumptions, including the exit multiple.

• Tested the reasonableness of management’s process for determining the fair value of the reporting units, including the growth rate, forecasted costs and operating margins by comparing such items to the industry projections and conditions found in industry reports as well as historical operating results of the reporting units and by assessing the likelihood or capability of the reporting units to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

Our audit procedures related to the Crude Oil Logistics reporting unit goodwill impairment assessments included the following, among others:

• We tested the design and operating effectiveness of internal controls relating to management’s goodwill impairment assessments, including those over the determination of the fair value of the Crude Oil Logistics reporting unit.

• With the assistance of professionals with specialized skill and knowledge, we tested management’s process for calculating the goodwill impairment assessments, including the reasonableness of the valuation methodology and certain significant assumptions used in the calculations including the discount rate applied to the estimated future cash flows.

• We evaluated the reasonableness of significant judgments including forecasted revenue and operating expenses.

We tested whether these forecasts were reasonable and consistent with historical performance and industry projections and conditions found in industry reports, as applicable.

/s/ GRANT THORNTON LLP

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Cash and cash equivalents $ 5,649 $ 38,909

Accounts receivable-trade, net of allowance for expected credit losses of $ 1,671 and $ 1,964 , respectively

Accounts receivable, net of allowance for expected credit losses of $ 3,689 and $ 1,446 , respectively

579,468 717,022

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Assets held for sale 175,207 72,470

Assets of discontinued operations 67,432 172,838

Total current assets 962,053 1,180,653

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OTHER NONCURRENT ASSETS 19,975 52,128

ASSETS HELD FOR SALE — 26,186

Total assets $ 4,609,440 $ 5,020,094

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CURRENT LIABILITIES:

Accounts payable-trade $ 707,536 $ 927,591

Accounts payable $ 461,980 $ 638,763

Accounts payable-affiliates 102 37

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Liabilities held for sale 42,103 2,064

Liabilities of discontinued operations 52,749 110,181

Total current liabilities 739,230 977,347

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551,097 551,097

REDEEMABLE NONCONTROLLING INTERESTS 424 —

General partner, representing a 0.1 % interest, 132,145 and 132,645 notional units, respectively

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42,891 42,891

Accumulated other comprehensive loss ( 499 ) ( 450 )

Accumulated other comprehensive income (loss) 9 ( 499 )

Noncontrolling interests 20,669 18,237

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2025 2024 2023

Water Solutions $ 730,818 $ 697,038 $ 544,866

Crude Oil Logistics 1,656,064 2,464,822 2,505,496

Liquids Logistics 4,569,689 5,533,044 4,897,553

Product $ 2,742,953 $ 3,467,925 $ 5,008,999

Service and other 726,233 685,382 670,021

Total Revenues 3,469,186 4,153,307 5,679,020

COST OF SALES:

Water Solutions 11,294 14,100 33,980

Crude Oil Logistics 1,521,190 2,250,934 2,352,932

Liquids Logistics 4,435,247 5,383,809 4,752,400

Corporate and Other ( 937 ) 1,181 —

Product 2,437,331 3,103,710 4,575,826

Service and other 69,746 81,724 113,588

Total Cost of Sales 2,507,077 3,185,434 4,689,414

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Other income, net 4,262 2,782 30,410

(Loss) Income Before Income Taxes ( 140,719 ) 52,763 ( 183,130 )

INCOME TAX EXPENSE ( 2,405 ) ( 271 ) ( 971 )

Net (Loss) Income ( 143,124 ) 52,492 ( 184,101 )

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ( 631 ) ( 1,106 ) ( 655 )

NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ ( 143,755 ) $ 51,386 $ ( 184,756 )

Income (Loss) From Continuing Operations Before Income Taxes 60,104 ( 156,270 ) 9,254

INCOME TAX BENEFIT (EXPENSE) 4,885 ( 1,458 ) ( 219 )

Income (Loss) From Continuing Operations 64,989 ( 157,728 ) 9,035

(Loss) Income From Discontinued Operations, net of Tax ( 21,826 ) 14,604 43,457

Net Income (Loss) 43,163 ( 143,124 ) 52,492

NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONREDEEMABLE NONCONTROLLING INTERESTS ( 3,749 ) ( 631 ) ( 1,106 )

NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS ( 46 ) — —

NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ 39,368 $ ( 143,755 ) $ 51,386

NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) $ ( 57,096 ) $ ( 297,705 ) $ ( 116,646 )

NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) ( 21,804 ) 14,589 43,414

NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) $ ( 78,900 ) $ ( 283,116 ) $ ( 73,232 )

BASIC AND DILUTED LOSS PER COMMON UNIT

Loss From Continuing Operations $ ( 0.43 ) $ ( 2.25 ) $ ( 0.89 )

(Loss) Income From Discontinued Operations, net of Tax $ ( 0.16 ) $ 0.11 $ 0.33

Net Loss $ ( 0.60 ) $ ( 2.14 ) $ ( 0.56 )

BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING 132,204,283 132,146,477 131,007,171

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income (Loss)

(in Thousands)

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2025 2024 2023

Net (loss) income $ ( 143,124 ) $ 52,492 $ ( 184,101 )

Other comprehensive loss ( 49 ) ( 142 ) ( 42 )

Comprehensive (loss) income $ ( 143,173 ) $ 52,350 $ ( 184,143 )

Net income (loss) $ 43,163 $ ( 143,124 ) $ 52,492

Other comprehensive income (loss) 508 ( 49 ) ( 142 )

Comprehensive income (loss) $ 43,671 $ ( 143,173 ) $ 52,350

The accompanying notes are an integral part of these consolidated financial statements.

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Distributions to noncontrolling interest owners — — — — — — ( 1,993 ) ( 1,993 )

Sawtooth joint venture disposition (Note 17) — — — — — — ( 51,097 ) ( 51,097 )

Common unit repurchases and cancellations — — — ( 55,702 ) ( 99 ) — — ( 99 )

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BALANCE AT MARCH 31, 2023 ( 52,551 ) 14,385,642 348,359 131,927,343 455,564 ( 450 ) 16,507 767,429

Distributions to preferred unitholders (Note 9) — — — — ( 178,299 ) — — ( 178,299 )

Distributions to noncontrolling interest owners — — — — — — ( 1,586 ) ( 1,586 )

Contributions from noncontrolling interest owners (Note 17) — — — — — — 2,685 2,685

Common unit repurchases and cancellations — — — ( 21,302 ) ( 84 ) — — ( 84 )

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BALANCE AT MARCH 31, 2024 ( 52,834 ) 14,385,642 348,359 132,512,766 134,807 ( 499 ) 18,237 448,070

Contributions from noncontrolling interest owners — — — — — — 2,605 2,605

Distributions to preferred unitholders (Note 9) — — — — ( 335,136 ) — — ( 335,136 )

Distributions to noncontrolling interest owners — — — — — — ( 5,483 ) ( 5,483 )

Contributions from noncontrolling interest owners (Note 17) — — — — — — 2,685 2,685

Sale of interest in saltwater disposal assets (Note 17) — — — — ( 338 ) — 1,561 1,223

Common unit repurchases and cancellations (Note 9) — — — ( 500,000 ) ( 2,126 ) — — ( 2,126 )

Equity issued pursuant to incentive compensation plan (Note 9) — — — 606,725 1,098 — — 1,098

Warrant repurchases (Note 9) — — — — ( 6,929 ) — — ( 6,929 )

Net (loss) income ( 79 ) — — — 39,447 — 3,749 43,117

Other comprehensive loss — — — — — ( 49 ) — ( 49 )

Other comprehensive income — — — — — 508 — 508

BALANCE AT MARCH 31, 2025 $ ( 52,913 ) 14,385,642 $ 348,359 132,012,766 $ ( 170,275 ) $ 9 $ 20,669 $ 145,849

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OPERATING ACTIVITIES:

Net (loss) income $ ( 143,124 ) $ 52,492 $ ( 184,101 )

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

Net income (loss) $ 43,163 $ ( 143,124 ) $ 52,492

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

Loss (income) from discontinued operations, net of tax 21,826 ( 14,604 ) ( 43,457 )

Depreciation and amortization, including amortization of debt issuance costs 267,246 282,062 290,106

Loss (gain) on early extinguishment or revaluation of liabilities, net 57,961 3,488 ( 8,308 )

(Gain) loss on early extinguishment or revaluation of liabilities, net ( 6,705 ) 57,961 3,488

Equity-based compensation expense — 1,098 2,718

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Changes in operating assets and liabilities, exclusive of acquisitions:

Accounts receivable-trade and affiliates 230,368 86,629 ( 397,607 )

Accounts receivable and affiliates 114,416 221,690 82,750

Inventories 9,940 13,629 91,221

Other current and noncurrent assets 3,124 52,860 ( 5,037 )

Accounts payable-trade and affiliates ( 219,997 ) ( 155,883 ) 405,420

Accounts payable and affiliates ( 145,988 ) ( 233,701 ) ( 153,311 )

Other current and noncurrent liabilities ( 90,986 ) ( 9,113 ) ( 35,993 )

Net cash provided by operating activities-continuing operations 256,850 361,818 355,685

Net cash provided by operating activities-discontinued operations 40,613 14,346 89,501

Net cash provided by operating activities 297,463 376,164 445,186

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Distributions of capital from unconsolidated entities 2,002 568 —

Net cash (used in) provided by investing activities-continuing operations ( 129,101 ) ( 88,924 ) 65,633

Net cash provided by (used in) investing activities-discontinued operations 6,292 5,163 ( 1,445 )

Net cash (used in) provided by investing activities ( 122,809 ) ( 83,761 ) 64,188

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Payments on ABL Facility ( 1,899,000 ) ( 1,790,000 ) ( 1,985,000 )

Payments on Term Loan B ( 7,000 ) — —

Issuance of secured debt — 2,894,873 —

Repayment and repurchase of senior secured and unsecured notes — ( 2,781,067 ) ( 479,302 )

Proceeds from borrowings on other long-term debt 12,720 — —

Payments on other long-term debt ( 1,068 ) — ( 43,278 )

Debt issuance costs ( 5,258 ) ( 53,170 ) ( 3,294 )

Contributions from noncontrolling interest owners 2,983 — —

Distributions to preferred unitholders ( 305,291 ) ( 178,299 ) —

Distributions to noncontrolling interest owners ( 5,483 ) ( 1,586 ) ( 1,993 )

Warrant repurchases ( 6,929 ) — —

Common unit repurchases and cancellations ( 2,126 ) ( 84 ) ( 99 )

Payments to settle contingent consideration liabilities ( 420 ) ( 1,576 ) ( 1,789 )

Net settlements of derivatives 977 — —

Principal payments of finance lease ( 19 ) ( 16 ) ( 10 )

Net cash (used in) provided by financing activities ( 258,925 ) ( 507,765 ) 5,555

Net increase (decrease) in cash and cash equivalents 33,478 1,609 ( 1,007 )

Net cash used in financing activities ( 207,914 ) ( 258,925 ) ( 507,765 )

Net (decrease) increase in cash and cash equivalents ( 33,260 ) 33,478 1,609

Cash and cash equivalents, beginning of period 38,909 5,431 3,822

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Supplemental non-cash investing and financing activities:

Distributions declared but not paid to preferred unitholders $ 29,845 $ — $ —

Accrued capital expenditures $ 6,153 $ 9,626 $ 7,533

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Our activities in this segment are underpinned by long-term, fixed fee contracts and acreage dedications, some of which contain minimum volume commitments with leading oil and gas companies including large, investment grade producer customers.

• Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling and transportation services through its owned assets.

Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our owned and leased pipelines and storage tanks.

• Our Liquids Logistics segment conducts supply operations for natural gas liquids, refined petroleum products and biodiesel to a broad range of commercial, retail and industrial customers across the United States and Canada.

These operations are conducted through our 23 owned terminals, third-party storage and terminal facilities, nine common carrier pipelines and a fleet of leased railcars.

• Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities and other trade hubs, and provides storage, terminaling and transportation services through its owned assets.

Our activities in this segment are supported by certain long-term, fixed rate contracts with acreage dedications and which include minimum volume commitments on our storage tanks and owned and leased pipelines.

• Our Liquids Logistics segment conducts supply operations for natural gas liquids to commercial, retail and industrial customers across the United States and Canada.

These operations are conducted through our five owned terminals, third-party storage and terminal facilities, nine common carrier pipelines and a fleet of leased railcars (updated for the transactions discussed below).

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia and we also own a propane pipeline in Michigan.

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We also enter into financially settled derivative contracts as economic hedges of our physical inventory, physical sales and physical purchase contracts.

Sale of Refined Products Business and Exiting Biodiesel Business

As of March 31, 2025, we completed winding down our biodiesel business (see Note 17 for a further discussion).

On March 17, 2025, we signed a purchase and sale agreement to sell our refined products business, including certain working capital items, to a third-party.

This sale closed on April 30, 2025.

The sale of our refined products business and winding down of our biodiesel business represent a strategic shift in our operations and will have a significant effect on our operations and financial results going forward.

Accordingly, the results of operations and cash flows for our refined products and biodiesel businesses within our Liquids Logistics segment have been classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the consolidated statements of operations and consolidated statements of cash flows.

In addition, the assets and liabilities related to our refined products and biodiesel businesses have been classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18 for a further discussion).

Sale of Certain Natural Gas Liquids Terminals and Most of Our Wholesale Propane Business

On February 5, 2025, we signed a purchase and sale agreement to sell 17 of our natural gas liquids terminals, most of our wholesale propane business, our interest in an unconsolidated entity and working capital to a third-party.

This sale closed on April 30, 2025.

The assets and liabilities of this portion of our Liquids Logistics segment have been classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 18 for a further discussion).

We incurred $ 7.3 million of costs related to this transaction during the year ended March 31, 2025, and these costs have been recorded within loss on disposal or impairment of assets, net in our consolidated statement of operations.

As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Liquids Logistics segment have not been classified as discontinued operations.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Sale of Certain Railcars

As of March 31, 2025, we entered into definitive agreements with third-parties to sell certain railcars, which have been classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 18 for a further discussion).

Note 2— Significant Accounting Policies

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Intercompany transactions and account balances have been eliminated in consolidation.

Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting.

Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting (see further discussion below).

We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements.

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The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented.

Critical accounting estimates we make in the preparation of our consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable and accruals for environmental matters.

Although we believe these estimates are reasonable, actual results could differ from those estimates.

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.

Fair value is based upon assumptions that market

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

participants would use when pricing an asset or liability.

Fair value is based upon assumptions that market participants would use when pricing an asset or liability.

We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

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Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Derivative Financial Instruments

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All changes in the fair value of our physical contracts that do not qualify as normal purchases and normal sales and settlements (whether cash transactions or non-cash mark-to-market adjustments) are reported either within revenue (for sales contracts) or cost of sales (for purchase contracts) in our consolidated statements of operations, regardless of whether the contract is physically or financially settled, and within cash flows from operations in our consolidated statements of cash flows.

The change in the fair value of our interest rate swap is recorded as a net gain or loss within interest expense in our consolidated statement of operations and within cash flows from operations in our consolidated statements of cash flows.

The change in the fair value of our interest rate swaps is recorded as a net gain or loss within interest expense in our consolidated statement of operations and within cash flows from operations in our consolidated statements of cash flows.

We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations.

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Inherent in the resulting contractual portfolio are certain business risks, including commodity price risk and credit risk.

Commodity price risk is the risk that the market value of crude oil, natural gas liquids, or refined and renewables products will change, either favorably or unfavorably, in response to changing market conditions.

Commodity price risk is the risk that the market value of crude oil or natural gas liquids will change, either favorably or unfavorably, in response to changing market conditions.

Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract.

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Credit risk is monitored daily and exposure is minimized through customer deposits, letters of credit, monitoring customer receivables relative to previously-approved credit limits, restrictions on product liftings, entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions, reviewing the receivable aging and suspending sales to customers that have not timely paid outstanding invoices.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Cost of Sales

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Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

in which these temporary differences are expected to be recovered or settled.

Changes in tax rates are recognized in income in the period that includes the enactment date.

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Although we routinely generate income outside of our corporate subsidiaries that is non-qualifying, we believe that at least 90 % of our gross income has been qualifying income for each of the calendar years since our initial public offering.

We have a deferred tax liability of $ 38.0 million and $ 40.7 million at March 31, 2024 and 2023, respectively, as a result of acquiring corporations in connection with certain of our acquisitions, which is included within other noncurrent liabilities in our consolidated balance sheets.

We have a net deferred tax liability of $ 29.9 million and $ 38.0 million at March 31, 2025 and 2024, respectively, as a result of acquiring corporations in connection with certain of our acquisitions, which is included within other noncurrent liabilities in our consolidated balance sheets.

The decrease in the deferred tax liability during the year ended March 31, 2025 was due to the sale of our ranches in April 2024, one ranch of which was treated as a corporation for federal income tax purposes (see Note 17).

The deferred tax liability is the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation.

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The deferred tax benefit recorded during the year ended March 31, 2024 was $ 1.2 million with an effective tax rate of 31.7 %.

The change in the effective tax rate from March 31, 2024 to March 31, 2025 was due to the sale of our ranches in April 2024 and the associated net deferred tax liabilities.

We evaluate uncertain tax positions for recognition and measurement in the consolidated financial statements.

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Management routinely assesses the financial condition of the institutions and believes that any possible credit loss would be minimal.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Accounts Receivable and Concentration of Credit Risk

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We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customer’s creditworthiness as well as general economic conditions.

Accounts receivable are generated through transactions accounted for under the guidance of contracts with customers (ASC 606), leases (ASC 842) and non-monetary transactions (ASC 845).

See Note 16 for a further discussion of our allowance for expected credit losses.

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Receivables and payables are reflected at a net balance to the extent a master netting agreement is in place and we intend to settle on a net basis.

We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2024 or 2023.

CITGO Petroleum Corporation accounted for 12.8 % of our consolidated revenues for the year ended March 31, 2022.

The majority of the revenue for this customer pertains to our Crude Oil Logistics segment activities.

We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2025, 2024 and 2023.

Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

In performing this analysis, we consider fixed-price forward commitments.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Inventories consist of the following at the dates indicated:

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Crude oil $ 23,962 $ 44,056

Propane 34,225 46,910

Butane 22,674 20,400

Biodiesel 18,919 19,778

Diesel 5,361 2,536

Propane 11,847 34,225

Other 11,433 7,917

Total $ 69,916 $ 106,598

(1) Includes less than $ 0.1 million of ethanol inventory that was separately reported as an individual line item in our Annual Report on Form 10-K for the year ended March 31, 2023 (“2023 Annual Report”).

Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

Investments in Unconsolidated Entities

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At March 31, 2025, cumulative equity earnings and cumulative distributions of our unconsolidated entities since they were acquired were $ 21.3 million and $ 23.9 million, respectively.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Our investments in unconsolidated entities consist of the following at the dates indicated:

Our investments in unconsolidated entities consist of the following at the date indicated.

As of March 31, 2025, all of our investments in unconsolidated entities have been classified as assets held for sale within our March 31, 2025 consolidated balance sheet (see Note 18).

Entity Segment Ownership Interest 2024

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Natural gas liquids terminal company Liquids Logistics 50 % 125

Aircraft company (1) Corporate and Other 50 % — 308

Total $ 20,305

(1) This is an investment with a related party.

As the distributions we received exceeded our investment, a gain of $ 0.6 million was recorded within other income, net in our consolidated statement of operations for the year ended March 31, 2024 as the excess distributions are not refundable.

The investee was dissolved on April 30, 2024.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Other Noncurrent Assets

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(1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments.

At March 31, 2024 and 2023, linefill consisted of 502,686 barrels of crude oil.

At March 31, 2025 and 2024, linefill consisted of 90,881 and 502,686 barrels of crude oil, respectively.

Linefill held in pipelines we own is included within property, plant and equipment (see Note 4).

(2) Represents the noncurrent portion of loan receivables, net of allowances for expected credit losses, primarily related to the sale of certain saltwater disposal assets (see Note 17).

At March 31, 2024 and 2023, the loan receivable balance was $ 7.5 million and $ 8.6 million, respectively, of which $ 2.7 million, which includes interest receivable, is recorded within prepaid expenses and other current assets in our March 31, 2024 consolidated balance sheet.

At March 31, 2025 and 2024, the loan receivable balance (which includes interest receivable) was $ 6.1 million and $ 7.5 million, respectively, of which $ 3.0 million and $ 2.7 million, respectively, are recorded within prepaid expenses and other current assets in our consolidated balance sheets.

(3) Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for a contract with a crude oil pipeline operator.

This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment.

At March 31, 2024 and 2023, the deficiency credit was $ 4.6 million and $ 8.9 million, respectively, of which $ 4.3 million and $ 4.3 million, respectively, are recorded within prepaid expenses and other current assets in our consolidated balance sheets.

At March 31, 2024, the deficiency credit was $ 4.6 million, of which $ 4.3 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet.

Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

Accrued Expenses and Other Payables

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(in thousands)

Accrued interest (1) $ 58,335 $ 49,362

Derivative liabilities 36,679 14,752

Accrued compensation and benefits $ 45,081 $ 33,061

Distributions payable 29,845 —

Accrued interest (1) 25,308 58,335

Excise and other tax liabilities 13,100 13,192

Derivative liabilities 6,427 1,982

Product exchange liabilities — 3,366

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Total $ 135,233 $ 172,602

(1) Includes amounts accrued related to the LCT Capital, LLC legal matter (see Note 8).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Amounts in the table above do not include accrued expenses and other payables related to the sale of certain freshwater water solutions facilities, as these amounts have been classified as liabilities held for sale within our March 31, 2024 consolidated balance sheet (see Note 17).

(1) Includes amounts accrued related to the LCT Capital, LLC (“LCT”) legal matter at March 31, 2024.

On June 13, 2024, we paid LCT $ 63.3 million related to the legal judgment against us, of which $ 27.2 million represented interest and $ 0.1 million of costs awarded to LCT.

Amounts in the table above do not include liabilities classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

Property, Plant and Equipment

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We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 4).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Intangible Assets

Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, pipeline capacity rights, rights-of-way and easements, water rights, executory contracts and other agreements, covenants not to compete, and trade names.

In addition, we capitalize certain debt issuance costs associated with the ABL Facility (as defined herein).

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The estimates and assumptions we used in the annual goodwill impairment assessment included market participant considerations and future forecasted operating results.

Changes in operating results and other

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

assumptions could materially affect these estimates.

Changes in operating results and other assumptions could materially affect these estimates.

See Note 5 for a further discussion and analysis of our goodwill impairment assessment.

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We estimate the value of product exchange assets and liabilities based on the weighted-average cost basis of the inventory we have delivered or will deliver on the exchange, plus or minus location differentials.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Variable Interest Entities

We decide at the inception of each arrangement whether an entity in which an investment is made or in which we have other variable interests is considered a variable interest entity (“VIE”).

Generally, an entity is a VIE if:

(1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity’s investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights.

We consolidate VIEs when we are deemed to be the primary beneficiary.

The primary beneficiary of a VIE is generally the party that both:

(1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.

During the year ended March 31, 2025, we created two new aviation entities whereby we own a 90 % interest and members of management own a 10 % interest (see Note 17 for a further discussion of these transactions).

We also executed guarantees for the benefit of the lender that obligates us for the payment and performance of the aviation entities with respect to the repayment of the loans.

Since we guaranteed the payment of the outstanding loans, we have concluded that the aviation entities are VIEs because the equity is not sufficient to fund the aviation entities activities without additional subordinated financial support.

We have the power to make decisions that most significantly affect the economic performance of the aviation entities and have benefits through our ownership interest.

Therefore, we have concluded that we are the primary beneficiary and will consolidate the aviation entities in our consolidated financial statements and will include the noncontrolling interest as redeemable noncontrolling interest as discussed below.

The following table summarizes the balances related to the VIEs that are consolidated in our March 31, 2025 consolidated balance sheet (excluding intercompany eliminations at the time of consolidation) as well as our equity in the VIEs (in thousands):

Cash and cash equivalents $ 14

Accounts receivable-affiliates 135

Prepaid expenses and other current assets 108

Property, plant and equipment, net 15,984

Accounts payable ( 24 )

Accrued expenses and other payables ( 190 )

Current maturities of long-term debt ( 1,805 )

Long-term debt, net ( 9,818 )

Redeemable noncontrolling interest ( 424 )

Partnership's equity in VIEs $ 3,980

Generally, the assets of the individual consolidated VIEs can be used only to settle liabilities of each respective individual consolidated VIE and the liabilities of the individual consolidated VIEs are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Partnership.

In general, our maximum exposure to loss due to involvement with the VIEs is limited to the amount of capital investment in the VIEs, if any, or the potential obligation to perform on the guarantees of the outstanding loans.

Noncontrolling Interests

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Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet.

The redeemable noncontrolling interest is adjusted at

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

each balance sheet date to its maximum redemption value if the amount is greater than the carrying value.

The following table summarizes changes in our redeemable noncontrolling interest in our consolidated balance sheets (in thousands):

Redeemable noncontrolling interests at March 31, 2024 $ —

Contributions from redeemable noncontrolling interest owners (Note 17) 378

Net income from continuing operations attributable to redeemable noncontrolling interests 46

Redeemable noncontrolling interests at March 31, 2025 $ 424

To determine if a transaction should be accounted for as a business combination or an acquisition of assets, we first calculate the relative fair values of the assets acquired.

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Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair value of the assets acquired and liabilities assumed in a business combination.

Contingent Consideration Liabilities

Certain business combinations in our Water Solutions segment included future royalty payments to the seller, which we recorded as contingent consideration liabilities as part of our purchase price allocation.

The initial fair value was calculated based on an estimate of the activity related to the assets acquired in the transaction, either volumes or revenue, and an estimate of the expected useful life of the assets and discounted to its present value using an appropriate discount rate.

The contingent consideration liabilities are recorded within accrued expenses and other payables and other noncurrent liabilities in our consolidated balance sheets.

The fair value of the contingent consideration liabilities are assessed each period to determine if there are any changes to the estimated expected activity and the expected useful life of the assets.

The same process to calculate the initial fair value of the contingent consideration liabilities is used to calculate the updated fair value.

Changes in the fair value of the contingent consideration liabilities are recorded within revaluation of liabilities in our consolidated statement of operations.

The fair value estimates used in the analysis of the contingent consideration liabilities were primarily based on Level 3 inputs in the fair value hierarchy.

The following table summarizes changes in our contingent consideration liabilities (in thousands):

Contingent consideration liabilities at March 31, 2023 $ 24,600

Liabilities settled ( 2,470 )

Valuation adjustment (1) 2,680

Contingent consideration liabilities at March 31, 2024 (2) 24,810

Liabilities settled ( 2,308 )

Valuation adjustment (3) ( 6,705 )

Contingent consideration liabilities at March 31, 2025 (4) $ 15,797

(1) Increase due primarily to higher expected produced water volumes from our customers, resulting in an increase to the expected future royalty payment.

(2) Includes $ 3.3 million which is recorded within accrued expenses and other payables and $ 21.5 million which is recorded within other noncurrent liabilities in our March 31, 2024 consolidated balance sheet.

(3) Decrease due primarily to lower expected produced water volumes from our customers, resulting in a decrease to the expected future royalty payment.

(4) Includes $ 2.0 million which is recorded within accrued expenses and other payables and $ 13.8 million which is recorded within other noncurrent liabilities in our March 31, 2025 consolidated balance sheet.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Reclassifications

We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year.

At March 31, 2024 and 2023, ethanol inventory is included in Other in “Inventories” above.

Also, for the years ended March 31, 2024, 2023 and 2022, certain revenues are included in Disposal Services Fees in Note 11.

In addition to the reclassifications related to assets and liabilities held for sale and discontinued operations discussed in Note 1, we have also reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year.

For the years ended March 31, 2024 and 2023, the income statement was revised to present revenues and cost of sales by product and service and other, compared to presenting revenues and cost of sales by segment in the March 31, 2024 Annual Report on Form 10-K (“Annual Report”).

Also, for the years ended March 31, 2024 and 2023, the elimination of intersegment sales is included in “Corporate and Other” as discussed in Note 11.

These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which includes amendments requiring, among other things, disclosure of disaggregated information about specific categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions on the income statement.

Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses.

The ASU is effective for fiscal years beginning after December 15, 2026 (which is the Partnership’s fiscal year beginning April 1, 2027), and for interim periods within fiscal years beginning after December 15, 2027 (which is the Partnership’s fiscal year beginning April 1, 2028), with early adoption permitted.

The ASU may be applied either prospectively or retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

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This ASU does not currently impact our financial statements.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In November 2023, the FASB issued ASU No.

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The ASU is effective for the Partnership’s fiscal year beginning April 1, 2024, and interim periods within our fiscal year beginning April 1, 2025, with early adoption permitted and requires retrospective application.

We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

In August 2020, the FASB issued ASU No.

2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU (i) simplifies an issuer’s accounting for convertible instruments by eliminating two of the three models in Accounting Standards Codification (“ASC”) 470-20 that require separate accounting for embedded conversion features, (ii) amends diluted earnings per share calculations for convertible instruments by requiring the use of the if-converted method and (iii) simplifies the settlement assessment entities are required to perform on contracts that can potentially settle in an entity’s own equity by removing certain requirements.

We adopted this guidance on April 1, 2022 using the modified retrospective method.

Under our Class D Preferred Unit (as defined in Note 9) agreement, we are permitted to issue common units to redeem a portion of the outstanding Class D Preferred Units.

Using the if-converted method, we expect our calculation of earnings per unit to be impacted by both an increase in the number of diluted weighted average common units outstanding and a decrease in the amount of Class D Preferred Unit distributions, when they are determined to be dilutive.

Other than the potential impact to our future earnings per unit calculations, the adoption of this guidance did not impact our financial position, results of operations or cash flows related to any debt or preferred units issued prior to adoption.

We adopted this ASU beginning with our March 31, 2025 Annual Report.

The adoption of this ASU did not have a material effect on our consolidated financial statements but did change the presentation of the results of our reportable segments (see Note 11).

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

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On April 13, 2022, the ABL Facility (as defined herein) was amended to replace the LIBOR benchmark with the SOFR (as defined herein) benchmark (as discussed further in Note 7).

We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows.

Note 3— Loss Per Common Unit

As of September 30, 2024, we no longer have any agreements outstanding that include a LIBOR reference rate.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 3— (Loss) Income Per Common Unit

The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated:

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For the years ended March 31, 2025, 2024 and 2023, all potential common units or convertible securities were considered antidilutive.

Our loss per common unit is as follows for the periods indicated:

Our (loss) income per common unit is as follows for the periods indicated:

Year Ended March 31,

2025 2024 2023

(in thousands, except unit and per unit amounts)

Net (loss) income $ ( 143,124 ) $ 52,492 $ ( 184,101 )

Net income attributable to noncontrolling interests ( 631 ) ( 1,106 ) ( 655 )

Net (loss) income attributable to NGL Energy Partners LP ( 143,755 ) 51,386 ( 184,756 )

(in thousands, except per unit amounts)

Income (loss) from continuing operations $ 64,989 $ ( 157,728 ) $ 9,035

Continuing operations income attributable to nonredeemable noncontrolling interests ( 3,749 ) ( 631 ) ( 1,106 )

Continuing operations income attributable to redeemable noncontrolling interests ( 46 ) — —

Net income (loss) from continuing operations attributable to NGL Energy Partners LP 61,194 ( 158,359 ) 7,929

Distributions to preferred unitholders (1) ( 118,347 ) ( 139,644 ) ( 124,691 )

Net loss allocated to GP (2) 283 73 289

Continuing operations net loss allocated to GP (2) 57 298 116

Net loss from continuing operations allocated to common unitholders $ ( 57,096 ) $ ( 297,705 ) $ ( 116,646 )

(Loss) income from discontinued operations, net of tax $ ( 21,826 ) $ 14,604 $ 43,457

Discontinued operations net loss (income) allocated to GP (2) 22 ( 15 ) ( 43 )

Net (loss) income from discontinued operation allocated to common unitholders $ ( 21,804 ) $ 14,589 $ 43,414

Net loss allocated to common unitholders $ ( 78,900 ) $ ( 283,116 ) $ ( 73,232 )

Basic and diluted loss per common unit $ ( 2.14 ) $ ( 0.56 ) $ ( 2.22 )

Basic and diluted (loss) income per common unit

Loss from continuing operations $ ( 0.43 ) $ ( 2.25 ) $ ( 0.89 )

(Loss) income from discontinued operations, net of tax $ ( 0.16 ) $ 0.11 $ 0.33

Net loss $ ( 0.60 ) $ ( 2.14 ) $ ( 0.56 )

Basic and diluted weighted average common units outstanding 132,204,283 132,146,477 131,007,171

(1) Includes distributions earned and declared for the year ended March 31, 2025.

Also includes cumulative distributions for the years ended March 31, 2024 and 2023 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions).

(2) Net loss (income) allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(1) Includes cumulative distributions for the years ended March 31, 2024, 2023 and 2022 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions).

(2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights.

Note 4— Property, Plant and Equipment

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Crude oil tanks and related equipment 2 - 30 230,174 226,048

Natural gas liquids terminal and storage assets 2 - 30 167,633 160,939

Buildings and leasehold improvements 3 - 40 124,388 122,878

Vehicles and railcars (1) 3 - 25 91,715 92,640

Natural gas liquids terminal and storage assets 2 - 30 99,805 167,633

Land 64,733 70,270

Vehicles and railcars (1) 3 - 25 33,629 91,715

Information technology equipment 3 - 7 31,319 33,653

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Linefill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.

Amounts in the table above do not include property, plant and equipment and accumulated depreciation related to the sale of certain freshwater water solutions facilities, certain saltwater disposal assets and certain real estate, as these amounts have been classified as assets held for sale within our March 31, 2024 consolidated balance sheet (see Note 17).

Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

The following table summarizes depreciation expense and capitalized interest expense for the periods indicated:

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Capitalized interest expense $ 2,121 $ 1,561 $ 945

Amounts in the table above do not include depreciation expense related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statement of operations.

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Notes to Consolidated Financial Statements (Continued)

(1) Amounts do not include the loss recognized on the sale of certain saltwater disposal assets discussed in Note 17.

(2) Amounts do not include the gain recognized on the sale of three natural gas liquids terminals discussed in Note 17.

(1) Amounts do not include the gain recognized on the sale of certain freshwater water solutions facilities and certain saltwater disposal assets during the year ended March 31, 2025 discussed in Note 17.

Amounts do not include the loss recognized on the sale of certain saltwater disposal assets during the year ended March 31, 2024 discussed in Note 17.

(2) Amounts do not include the gain recognized on the sale of certain railcars during the year ended March 31, 2025 discussed in Note 17.

(3) Amounts do not include the gain recognized on the sale of our natural gas liquids terminal in Green Bay, Wisconsin during the year ended March 31, 2025 discussed in Note 17.

Amounts do not include the gain recognized on the sale of three natural gas liquids terminals during the year ended March 31, 2024 discussed in Note 17.

During the year ended March 31, 2025, the following transactions were recorded:

• A net loss of $ 15.2 million primarily related to the write down of the value of certain saltwater disposal wells as well as the abandonment of certain capital projects and the retirement of certain assets in our Water Solutions segment.

• A gain of $ 6.5 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period in our Water Solutions segment.

• A gain of $ 0.6 million primarily related to the sale of certain assets in our Liquids Logistics segment.

• A net loss of $ 0.4 million primarily related to the sale of certain assets in our Water Solutions segment.

• A gain of $ 0.3 million primarily related to the retirement or sale of certain assets in our Crude Oil Logistics segment.

During the year ended March 31, 2024, the following transactions were recorded:

• A net loss of $ 35.9 million primarily related to the write down of the value of certain saltwater disposal wells as well as the abandonment of certain capital projects and the retirement of certain assets in our Water Solutions segment.

• A net loss of $ 6.9 million primarily related to the sale of certain assets in our Water Solutions segment.

• A gain of $ 3.9 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period in our Water Solutions segment.

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• A gain of $ 2.1 million from an insurance recovery for a saltwater disposal facility damaged in a prior period in our Water Solutions segment.

During the year ended March 31, 2022, the following transactions were recorded:

• A net loss of $ 22.3 million related to write-down or write off of certain assets, including facilities damaged by lightning strikes and abandoned projects, and the sale of certain other miscellaneous assets in our Water Solutions segment.

• A loss of $ 11.8 million on the sale of a natural gas liquids terminals in our Liquids Logistics segment.

• An impairment charge of $ 5.8 million to write down the value of an inactive saltwater disposal facility that we do not expect to bring back online as a result of suspended operations from increased seismic activity in our Water Solutions segment.

• A loss of $ 2.2 million from the retirement of certain crude oil terminal assets damaged as part of Hurricane Ida in our Crude Oil Logistics segment.

• A gain of $ 5.5 million on the sale of our trucking assets in our Crude Oil Logistics segment.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

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Disposal (1) — — ( 4,781 ) ( 4,781 )

Goodwill at March 31, 2023 283,310 309,971 119,083 712,364

Disposal (2) — — ( 4,781 ) ( 4,781 )

Assets held for sale (2) ( 4,108 ) — ( 17,051 ) ( 21,159 )

1 unchanged sentence

Goodwill at March 31, 2024 279,202 309,971 28,058 617,231

(1) Relates to the sale of our marine assets within our Crude Oil Logistics segment during the year ended March 31, 2023 (see Note 17).

Impairment — — ( 17,883 ) ( 17,883 )

Goodwill at March 31, 2025 $ 279,202 $ 309,971 $ 10,175 $ 599,348

(1) Relates to the sale of two natural gas liquids terminals within our Liquids Logistics segment on July 24, 2023 (see Note 17).

(3) Relates to goodwill classified as held for sale for the sale of certain freshwater water solutions facilities within our Water Solutions segment (see Note 17).

(2) Relates to goodwill classified as held for sale for the sale of certain freshwater water solutions facilities within our Water Solutions segment and our refined products business within our Liquids Logistics segment (see Note 18).

Fiscal Year 2025 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2024 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit.

Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2024, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units.

See below for a further discussion of the testing.

Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2024.

Due to lower than expected operating results in our Crude Oil Logistics reporting unit, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of December 31, 2024 and March 31, 2025.

We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

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The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions.

Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 4 %.

Due to lower than expected operating results, it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2024.

We estimated the fair value of the Wholesale/Terminal reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

The future cash flows of the Wholesale/Terminal reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures.

Based on this testing, we concluded that as of December 31, 2024, the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 2 % and as of March 31, 2025, the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 3 %.

Due to the decision to wind-down our biodiesel business, it was decided that the goodwill within the Refined Products and Renewables reporting unit should be tested for impairment as of December 31, 2024.

We estimated the fair value of the Refined Products and Renewables reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

The future cash flows of the Refined Products and Renewables reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures.

We also considered expectations regarding:

(i) volumes based on historical information and future demand and (ii) estimated fixed and variable costs.

The discounted cash flows for the Refined Products and Renewables reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions.

Based on this test, we concluded that the fair value of the Refined Products and Renewables reporting unit exceeded its carrying value by approximately 75 %.

We performed a qualitative assessment as of January 1, 2025 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit.

Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2025, with the exception of our Wholesale/Terminal reporting unit.

See below for a further discussion of the testing.

Due to lower than expected operating results and the expected sale of a significant amount of the reporting units’ assets (see Note 1), it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2025.

We estimated the fair value of the Wholesale/Terminal reporting unit based on both the market approach, which utilizes quoted prices, and the income approach, also known as the discounted cash flow method, which utilizes the

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Notes to Consolidated Financial Statements (Continued)

present value of future expected cash flows to estimate the fair value.

The market approach was used for the assets we expected to sell and the fair value was based on the negotiated sales price to be received for the transactions.

The income approach was used to determine the fair value of the portion of the reporting units we were retaining.

The future cash flows of the portion of the business being retained reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures.

We also considered expectations regarding:

(i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs.

The discounted cash flows for the Wholesale/Terminal reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions.

The discounted cash flows for the portion of the reporting unit to be retained were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions.

The fair value calculated by the market approach and by the income approach were added together to calculate the fair value of the entire reporting unit.

Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit was less than its carrying value by approximately 27 %.

During the three months ended March 31, 2025, in our Wholesale/Terminal reporting unit, we recorded a goodwill impairment charge of $ 17.9 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.

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Notes to Consolidated Financial Statements (Continued)

Fiscal Year 2024 Goodwill Impairment Assessment

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Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit exceeded its carrying value by approximately 5 %.

Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit was less than its carrying value by approximately 23 %.

During the three months ended March 31, 2024, in our Wholesale/Terminal reporting unit, we recorded a goodwill impairment charge of $ 69.2 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.

Fiscal Year 2023 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2023 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit.

Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2022, with the exception of our Crude Oil Logistics reporting unit.

Based on these qualitative

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Notes to Consolidated Financial Statements (Continued)

assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2023, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units.

See below for a further discussion of the testing.

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Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 18 %.

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Notes to Consolidated Financial Statements (Continued)

Due to lower than expected operating results, it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2023.

We also considered expectations regarding:

Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit exceeded its carrying value by approximately 5 %.

The fair value estimates used in these impairment assessments were primarily based on Level 3 inputs in the fair value hierarchy.

Note 6— Intangible Assets

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Rights-of-way and easements 28.5 99,964 ( 21,645 ) 78,319 95,231 ( 18,187 ) 77,044

Water rights 25.6 36,068 ( 5,310 ) 30,758 99,869 ( 26,453 ) 73,416

Debt issuance costs (1) 3.9 21,841 ( 4,748 ) 17,093 18,473 ( 605 ) 17,868

Executory contracts and other agreements 23.7 19,973 ( 5,106 ) 14,867 17,854 ( 3,670 ) 14,184

Pipeline capacity rights 19.7 7,799 ( 2,687 ) 5,112 7,799 ( 2,427 ) 5,372

Non-compete agreements — — — — 1,100 ( 1,082 ) 18

Total amortizable 1,272,538 ( 332,560 ) 939,978 1,639,273 ( 580,860 ) 1,058,413

Non-amortizable:

Trade names — — 255 255

Water rights — — — — 36,068 ( 5,310 ) 30,758

Total $ 1,191,681 $ ( 340,334 ) $ 851,347 $ 1,260,288 $ ( 327,574 ) $ 932,714

(1) Includes debt issuance costs related to the ABL Facility.

Debt issuance costs related to the fixed-rate notes and Term Loan B are reported as a reduction of the carrying amount of long-term debt.

Amounts in the table above do not include intangible assets and accumulated amortization related to the sale of certain freshwater water solutions facilities and certain saltwater disposal assets, as these amounts have been classified as assets held for sale within our March 31, 2024 consolidated balance sheet (see Note 17).

Debt issuance costs related to the fixed-rate notes and Term Loan B (as defined herein) are reported as a reduction of the carrying amount of long-term debt.

Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

Write off of Intangible Assets

For intangible assets other than debt issuance costs, we record (gains) losses from the sales of intangible assets and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statement of operations.

We record the write-off of debt issuance costs within (loss) gain on early extinguishment of liabilities, net in our consolidated statement of operations.

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Notes to Consolidated Financial Statements (Continued)

We record the write-off of debt issuance costs within (loss) gain on early extinguishment of liabilities, net in our consolidated statements of operations.

Intangible assets sold as part of the dispositions disclosed in Note 17 are not described below.

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During the year ended March 31, 2023 , we recorded an impairment charge of $ 1.6 million against certain intangible assets related to an underperforming crude oil terminal.

During the year ended March 31, 2022, we recorded the following:

• A gain of $ 1.6 million related to the sale of certain intangible assets in our Water Solutions segment.

• A loss of $ 0.1 million from the write-off of debt issuance costs related to the Sawtooth Caverns, LLC (“Sawtooth”) credit agreement which was paid off and terminated prior to us selling our ownership interest in Sawtooth (see Note 17).

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Notes to Consolidated Financial Statements (Continued)

Amortization expense is as follows for the periods indicated:

7 unchanged sentences

Total $ 60,519 $ 73,360 $ 82,115

Amounts in the table above do not include amortization expense related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

The following table summarizes expected amortization of our intangible assets at March 31, 2025 (in thousands):

3 unchanged sentences

Total $ 851,347

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Notes to Consolidated Financial Statements (Continued)

Note 7— Long-Term Debt

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1,300,000 ( 16,416 ) 1,283,584 1,300,000 ( 18,784 ) 1,281,216

8.375 % Notes due 2032 (“2032 Senior Secured Notes”)

1,300,000 ( 18,784 ) 1,281,216 — — —

Senior unsecured notes:

6.125 % Notes due 2025 (“2025 Notes”)

— — — 380,020 ( 1,612 ) 378,408

7.500 % Notes due 2026 (“2026 Notes”)

— — — 319,902 ( 2,496 ) 317,406

Other long-term debt 11,652 ( 30 ) 11,622 — — —

Total long-term debt 3,013,652 ( 43,144 ) 2,970,508 2,900,000 ( 49,178 ) 2,850,822

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The unamortized debt issuance costs for Term Loan B include a $ 4.4 million discount.

Recent Developments

On February 2, 2024, we closed a debt refinancing transaction of $ 2.9 billion consisting of a private offering of $ 2.2 billion of senior secured notes, which includes $ 900.0 million of 2029 Senior Secured Notes and $ 1.3 billion of 2032 Senior Secured Notes.

We also entered into a new seven-year $ 700.0 million Term Loan B.

The net proceeds from these transactions were used (i) to fund the redemption, and related discharge of the indentures governing our existing 2025 Notes, 2026 Notes and 2026 Senior Secured Notes, including any applicable premiums and accrued and unpaid interest (as discussed further

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

below), (ii) to pay fees and expenses in connection therewith, (iii) to repay borrowings under the ABL Facility and (iv) to the extent of any remaining net proceeds, for general corporate purposes.

In addition, in connection with the closing of the refinancing, the ABL Facility was amended.

The ABL Facility is subject to a borrowing base, and includes a sub-limit for letters of credit.

Current commitments under the ABL facility are $ 600.0 million.

On February 2, 2024, we amended the ABL Facility to, among other things, (i) extend the maturity to the earliest of (a) February 2, 2029 and (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions, (ii) provide for a sub-limit of $200.0 million for letters of credit and a $200.0 million incremental facility, subject to the receipt of commitments from lenders and customary borrowing conditions, (iii) modify the applicable margin for loans under the ABL Facility based on a secured overnight financing rate (“SOFR”) or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio, and (iv) provide for a mandatory prepayment under the ABL Facility while any loans are outstanding under the ABL Facility if aggregate “excess cash” (as defined in the ABL Facility) exceeds $50.0 million, subject to certain exceptions.

The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and a second priority lien on all of our other assets.

At March 31, 2024, there were no borrowings under the ABL Facility and we had letters of credit outstanding of approximately $ 99.5 million.

All borrowings under the ABL Facility bear interest at SOFR or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio.

Total commitments under the ABL Facility are $ 550.0 million, which we reduced from $ 600.0 million effective February 13, 2025, and it includes a $ 200.0 million sub-limit for letters of credit.

Availability under the ABL Facility is subject to a borrowing base that is determined by calculating the amount equal to the sum of our eligible cash, outstanding accounts receivable balances with investment and non-investment grade counterparties, certain inventory, including inventory on railcars and unsettled derivative contracts.

These amounts are subject to certain percentage and dollar amount caps, as described within the ABL Facility.

The borrowing base is calculated monthly pursuant to a borrowing base certificate we deliver to the administrative agent.

Availability under the ABL Facility is based on the lower of the current borrowing base and the total commitments, less borrowings and outstanding letters of credit.

At March 31, 2025, $ 109.0 million was outstanding under the ABL Facility, letters of credit outstanding were $ 60.9 million, and we had a borrowing base of $ 397.7 million.

The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029, or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions.

All borrowings under the ABL Facility bear interest at a secured overnight financing rate (“SOFR”) or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio.

The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for SOFR varies from 2.50% to 3.00%.

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Such commitment fee will be 0.50% per year, subject to a reduction to 0.375% in the event our fixed charge coverage ratio is greater than or equal to 1.75 to 1.00.

At March 31, 2024, the borrowings under the ABL Facility had a weighted average interest rate of 10.25 % calculated as the prime rate of 8.50 % plus a margin of 1.75 % on the alternate base rate borrowings.

At March 31, 2025, the borrowings under the ABL Facility had an average interest rate of 9.50 % calculated as the prime rate of 7.50 % plus a margin of 2.00 % on the alternate base rate borrowings.

On March 31, 2025, the interest rate in effect on letters of credit was 3.00 %.

2 unchanged sentences

At March 31, 2025, no Cash Dominion Event had occurred.

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Notes to Consolidated Financial Statements (Continued)

At March 31, 2025, we were in compliance with the covenants under the ABL Facility.

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The applicable margin for alternate base rate loans varies from 3.25% to 3.50% and the applicable margin for SOFR-based loans varies from 4.25% to 4.50%, in each case, depending on our consolidated first lien net leverage ratio (as defined in the Term Loan Credit Agreement).

The Term Loan B will mature on February 2, 2031 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ending June 30, 2024, with the balance payable on maturity.

We have the ability to prepay the Term Loan B at any time without premium or penalty, other

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Notes to Consolidated Financial Statements (Continued)

than customary breakage costs and a premium of 1% of the principal amount prepaid, if the prepayment occurs prior to the six-month anniversary of the closing date.

On August 5, 2024, we amended the Term Loan B agreement to reduce the SOFR margin from 4.50% to 3.75%.

The Term Loan B matures on February 2, 2031 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ended June 30, 2024, with the balance payable on maturity.

We have the ability to prepay the Term Loan B at any time without premium or penalty, other than customary breakage costs and a premium of 1% of the principal amount prepaid, if the prepayment occurs prior to the six-month anniversary of the closing date.

The Term Loan Credit Agreement contains customary mandatory prepayment requirements, including mandatory prepayments as a result of (a) excess cash flow (subject to certain customary exceptions and thresholds), (b) asset sales (subject to reinvestment rights and certain customary exceptions and thresholds) and (c) the incurrence of non-permitted indebtedness.

1 unchanged sentence

The Term Loan B is secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets.

At March 31, 2024, the borrowings under the Term Loan B had a SOFR of 5.33 % plus a margin of 4.50 %.

At March 31, 2025, the borrowings under the Term Loan B had an interest rate of SOFR of 4.32 % plus a margin of 3.75 %.

The Term Loan Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates.

The Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ending June 30, 2024, a debt service coverage rate (as defined in the Term Loan Credit Agreement) of no less than 1.1 to 1.00.

The Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ended June 30, 2024, a debt service coverage rate (as defined in the Term Loan Credit Agreement) of no less than 1.1 to 1.0.

At March 31, 2025, our debt service coverage rate was approximately 2.15 to 1.0.

The Term Loan Credit Agreement contains other customary terms, events of default and covenants.

At March 31, 2024, we were in compliance with the covenants under the Term Loan B.

At March 31, 2025, we were in compliance with the covenants under Term Loan B.

Senior Secured Notes

On February 4, 2021, we closed on our private offering of $ 2.05 billion of 2026 Senior Secured Notes.

Interest is payable on February 1 and August 1 of each year, beginning on August 1, 2021.

We redeemed all of the outstanding 2026 Senior Secured Notes on February 6, 2024 (see “Redemptions” below).

Senior Secured Notes Issuances

On February 2, 2024, we closed on our private offering of $ 900.0 million of 2029 Senior Secured Notes.

1 unchanged sentence

The 2029 Senior Secured Notes mature on February 15, 2029.

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Notes to Consolidated Financial Statements (Continued)

On February 2, 2024, we closed on our private offering of $ 1.3 billion of 2032 Senior Secured Notes.

1 unchanged sentence

The 2032 Senior Secured Notes mature on February 15, 2032.

2026 Senior Secured Notes

The 2026 Senior Secured Notes were secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens in our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets.

The indenture for the 2026 Senior Secured Notes (“2026 Indenture”) contained covenants that, among other things, limited our ability to:

pay distributions or make other restricted payments or repurchase stock;

incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock;

make certain investments;

create or incur liens;

enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership);

enter into certain transactions with our affiliates;

designate restricted

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Notes to Consolidated Financial Statements (Continued)

subsidiaries as unrestricted subsidiaries;

and merge, consolidate or transfer or sell all or substantially all of our assets.

The 2026 Indenture specifically restricted our ability to pay distributions until our total leverage ratio (as defined in the 2026 Indenture) for the most recently ended four full fiscal quarters at the time of the distribution is not greater than 4.75 to 1.00.

The following table summarizes redemptions of Senior Secured Notes for the year ended March 31, 2024 (in thousands):

2026 Senior Secured Notes (1)

Notes redeemed $ 2,050,000

Cash paid (excluding payments of accrued interest) $ 2,088,438

Loss on early extinguishment of debt $ 59,014

(1) On February 6, 2024, we redeemed all of the outstanding 2026 Senior Secured Notes.

Loss on the early extinguishment of debt for the 2026 Senior Secured Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $ 20.6 million and a call premium of $ 38.4 million.

The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

2029 Senior Secured Notes and 2032 Senior Secured Notes

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The Indenture contains other customary terms, events of default and covenants.

Senior Secured Notes Redemptions

The following table summarizes redemptions of Senior Secured Notes for the year ended March 31, 2024 (in thousands):

2026 Senior Secured Notes (1)

Notes redeemed $ 2,050,000

Cash paid (excluding payments of accrued interest) $ 2,088,438

Loss on early extinguishment of debt $ 59,014

(1) On February 4, 2021, we closed on our private offering of $ 2.05 billion of 7.500 % senior secured notes due 2026 (“2026 Senior Secured Notes”).

On February 6, 2024, we redeemed all of the outstanding 2026 Senior Secured Notes.

The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

2 unchanged sentences

Senior Unsecured Notes

The Partnership and NGL Energy Finance Corp.

are co-issuers of the Senior Unsecured Notes, and the obligations under the Senior Unsecured Notes were fully and unconditionally guaranteed by certain of our existing and future restricted subsidiaries that incur or guarantee indebtedness under certain of our other indebtedness, including the ABL Facility.

The indentures governing the Senior Unsecured Notes contained various customary covenants, which included certain covenants that govern our ability to (i) pay distributions on, purchase or redeem our common equity or purchase or redeem our subordinated debt, (ii) incur or guarantee additional indebtedness or issue preferred units, (iii) create or incur certain liens, (iv) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us, (v) consolidate, merge or transfer all or substantially all of our assets, and (vi) engage in transactions with affiliates.

Our obligations under the Senior Unsecured Notes could have been accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) experiencing an event of default on certain other debt agreements, or (iii) certain events of bankruptcy or insolvency.

Senior Unsecured Notes Issuances

On October 24, 2016, we issued $ 700.0 million of 7.5 % senior unsecured notes due 2023 (“2023 Notes”).

Interest is payable on May 1 and November 1 of each year.

We redeemed all of the remaining outstanding 2023 Notes on March 31, 2023 (see “Redemptions” below).

On February 22, 2017, we issued $ 500.0 million of 2025 Notes.

On February 22, 2017, we issued $ 500.0 million of our 6.125 % senior unsecured notes due 2025 (“2025 Notes”).

Interest is payable on March 1 and September 1 of each year.

2 unchanged sentences

We redeemed all of the remaining outstanding 2025 Notes on February 20, 2024 (see “Redemptions” below).

On April 9, 2019, we issued $ 450.0 million of 2026 Notes in a private placement.

On April 9, 2019, we issued $ 450.0 million of our 7.5 % senior unsecured notes due 2026 (“2026 Notes”) in a private placement.

Interest is payable on April 15 and October 15 of each year.

2 unchanged sentences

As we met the requirements of discharge under the 2026 indenture dated February 4, 2021, we no longer have this liability as of March 31, 2024 (see “Redemptions” below).

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Notes to Consolidated Financial Statements (Continued)

Senior Unsecured Notes Repurchases

The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated:

Year Ended March 31,

2024 2023 2022

(in thousands)

8 unchanged sentences

Gain on early extinguishment of debt (3) $ — $ 1,611

(1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2023 and 2022 is inclusive of the write off of debt issuance costs of $ 0.6 million and $ 0.4 million, respectively.

The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statements of operations.

(1) Gain on early extinguishment of debt for the 2023 Notes during the year ended March 31, 2023 is inclusive of the write off of debt issuance costs of $ 0.6 million.

The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

(3) Gain on early extinguishment of debt for the 2026 Notes during the years ended March 31, 2023 and 2022 is inclusive of the write off of debt issuance costs of $ 0.1 million and $ 0.1 million respectively.

The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statements of operations.

(2) Gain on early extinguishment of debt for the 2025 Notes during the year ended March 31, 2024 is inclusive of the write off of debt issuance costs of $ 0.4 million.

The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

(3) Gain on early extinguishment of debt for the 2026 Notes during the year ended March 31, 2023 is inclusive of the write off of debt issuance costs of $ 0.1 million.

The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

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Notes to Consolidated Financial Statements (Continued)

Senior Unsecured Notes Redemptions

The following table summarizes redemptions of Senior Unsecured Notes for the periods indicated:

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The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

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Notes to Consolidated Financial Statements (Continued)

(2) On February 20, 2024, we redeemed all of the remaining outstanding 2025 Notes.

5 unchanged sentences

The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

Other Long-Term Debt

On June 24, 2024, we entered into an equipment loan for $ 6.4 million with American Bank and Trust Company which bears interest at a rate of 8.50 % and is secured by an airplane (see Note 17).

On September 24, 2024, we refinanced the loan and lowered the interest rate to 8.00 %.

We have an aggregate principal balance of $ 5.7 million at March 31, 2025.

This loan matures on June 24, 2030.

On October 1, 2024, we entered into a second equipment loan for $ 6.4 million with American Bank and Trust Company which bears interest at a rate of 8.00 % and is secured by an airplane (see Note 17).

We have an aggregate principal balance of $ 5.9 million at March 31, 2025.

This loan matures on September 24, 2030.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Debt Maturity Schedule

The scheduled maturities of our long-term debt are as follows at March 31, 2025:

Year Ending March 31, Term Loan B Senior Secured

Year Ending March 31, ABL Facility Term Loan B Senior Secured

Notes Other Long-Term Debt Total

(in thousands)

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Following a jury trial conducted in Delaware state court from July 23, 2018 through August 1, 2018, the jury returned a verdict consisting of an award of $ 4.0 million for quantum meruit and $ 29.0 million for fraudulent misrepresentation, subject to statutory interest.

On December 5, 2019, in response to the defendants’ post-trial motion, the Court issued an Order overturning the jury’s damages award and ordering the case to be set for a damages-only trial (“December 5th Order”).

Both parties filed applications with the trial court asking the trial court to certify the December 5th Order for interlocutory, immediate review by the Appellate Court.

On January 7, 2020, the Supreme Court of Delaware entered an Order accepting an interlocutory appeal of various issues relating to both the quantum meruit and fraudulent misrepresentation verdicts.

The Supreme Court of Delaware heard oral arguments of the parties on November 4, 2020, took the matters presented under advisement and on January 28, 2021, issued a ruling that (a) LCT is not entitled to “benefit-of-the-bargain” damages on its fraud claim;

(b) LCT is not entitled to receive fraudulent misrepresentation damages separate from its quantum meruit damages;

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

relating to LCT’s claim of fraudulent misrepresentation;

On December 5, 2019, in response to our post-trial motion, the Court issued an Order overturning the jury’s damages award and ordering the case to be set for a damages-only trial.

Ultimately, the Supreme Court of Delaware issued a ruling that (a) LCT was not entitled to “benefit-of-the-bargain” damages on its fraud claim;

(b) LCT was not entitled to receive fraudulent misrepresentation damages separate from its quantum meruit damages;

(c) the trial court abused its discretion when it ordered a new trial on damages relating to LCT’s claim of fraudulent misrepresentation;

and (d) the trial court properly ordered a new trial on LCT’s claim of quantum meruit damages.

The re-trial of the quantum meruit claim was conducted in Delaware state court from February 6, 2023 through February 15, 2023 and resulted in the jury returning a verdict consisting of an award of $ 36.0 million, subject to statutory interest and costs, as applicable.

The GP and the Partnership contend that the jury verdict is not supportable by controlling law or the evidentiary record, and on July 28, 2023, filed their notice of appeal to the Supreme Court of Delaware which raises various issues relating to the quantum meruit verdict, including but not limited to, certain written orders and oral evidentiary and other rulings made prior to and during the February 2023 remand trial.

On October 12, 2023, LCT filed its answering brief on appeal and cross-appellant’s opening brief on cross-appeal.

The GP and the Partnership filed their reply and answering brief on cross-appeal on November 13, 2023.

The GP and the Partnership contended that the jury verdict was not supportable by controlling law or the evidentiary record, and on July 28, 2023, filed our notice of appeal to the Supreme Court of Delaware.

On February 7, 2024, the Supreme Court of Delaware held before the Court en Banc oral arguments for the appeal matters.

1 unchanged sentence

As of March 31, 2024, we accrued $ 62.1 million related to this matter, of which approximately $ 26.1 million represents interest accrued through March 31, 2024 and $ 0.1 million of costs awarded to the plaintiff.

Interest will continue to accrue until the amount of the judgment is paid.

Interest accrued until the amount of the judgment was paid.

On June 13, 2024 we paid LCT $ 63.3 million related to the legal judgment against us, of which $ 27.2 million represented interest and $ 0.1 million of costs awarded to LCT.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The Partnership is a party defendant to a purported class action complaint filed in the federal court in the Northern District of Oklahoma styled Gary R.

29 unchanged sentences

Liabilities settled ( 222 )

Liabilities held for sale (2) ( 356 )

Accretion expense 2,619

6 unchanged sentences

Asset retirement obligations at March 31, 2025 $ 69,572

(1) Relates to the sale of certain saltwater disposal wells and other long-lived assets within our Water Solutions segment (see Note 17).

(1) Relates to the sale of certain saltwater disposal wells and other long-lived assets within our Water Solutions segment and the sale of a natural gas liquids terminal in our Liquids Logistics segment (see Note 17).

(2) Relates to asset retirement obligations classified as held for sale for the sale of certain saltwater disposal assets within our Water Solutions segment (see Note 18).

(3) Relates to the sale of certain saltwater disposal wells within our Water Solutions segment (see Note 17).

(4) Relates to asset retirement obligations classified as held for sale for the sale of a portion of our Liquids Logistics segment and certain assets within our Water Solutions segment (see Note 18).

In addition to the obligations described above, we may be obligated to remove facilities or perform other remediation upon retirement of certain other assets.

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Under this agreement, we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement, and this agreement allows us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees.

The future minimum throughput payments under this agreement at March 31, 2024 were $ 30.4 million, of which all will be recognized during the year ending March 31, 2025.

All future minimum throughput payments under this agreement were recognized during the year ended March 31, 2025.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

17 unchanged sentences

2028 33,100 549 20,981 26,400

2029 32,791 547 — —

2030 32,659 547 — —

Thereafter 148,294 2,558 — —

Total $ 2,144,504 33,667 $ 631,752 647,756

(1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline.

As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive.

At March 31, 2025, we had the following commodity sale commitments:

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2028 — — 298 400

2028 — — 74 80

Total $ 24,369 452 $ 27,415 26,855

12 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

contracts are included in the derivative disclosures in Note 10, and represent $ 52.2 million of our prepaid expenses and other current assets and $ 34.7 million of our accrued expenses and other payables at March 31, 2024.

contracts are classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

Other Commitments

2 unchanged sentences

Year Ending March 31,

2025 $ 34,815

Thereafter 2,964

Total $ 30,009

As part of the acquisition of Hillstone Environmental Partners, LLC, we assumed an obligation to pay a quarterly subsidy payment in the event that specified volumetric thresholds are not exceeded at a third-party facility (“Subsidy Agreement”).

During the years ended March 31, 2023 and 2022, we recorded $ 1.3 million and $ 2.1 million, respectively, within operating expense in our consolidated statements of operations.

The Subsidy Agreement expired on December 31, 2022.

Note 9— Equity

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At March 31, 2025, we owned 8.69 % of our GP.

General Partner Contributions

General Partner Equity

In connection with the issuance of common units for the vesting of restricted units during the years ended March 31, 2024 and 2023, we issued 586 and 1,232 , respectively, notional units to our GP for less than $ 0.1 million in each of the years, in order to maintain its 0.1 % interest in the Partnership.

In connection with the repurchase of common units (see below for further discussion), we repurchased 500 notional units from our GP for less than $ 0.1 million.

Common Unit Repurchase Program

On August 30, 2019, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $ 150.0 million of our outstanding common units through September 30, 2021 from time to time in the open market or in other privately negotiated transactions.

We did not repurchase any units under this plan and this plan has expired.

Suspension of Common Unit and Preferred Unit Distributions

The board of directors of our GP temporarily suspended all distributions (common unit distributions which began with the quarter ended December 31, 2020 and preferred unit distributions which began with the quarter ended March 31, 2021) in order to deleverage our balance sheet and meet the financial performance ratios set within the 2026 Indenture, as discussed further in Note 7.

On February 6, 2024, the board of directors of our GP declared a cash distribution of 50 % of the outstanding distribution arrearages through December 31, 2023 to the holders of the Class B Preferred Units, the Class C Preferred Units and the Class D Preferred Units.

The distributions were made on February 27, 2024 to the holders of record at the close of trading on February 16, 2024.

On June 5, 2024, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $ 50.0 million of our outstanding common units from time to time in the open market or in other privately negotiated transactions.

This program does not have a fixed expiration date.

The common unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of common units.

During the year ended March 31, 2025, we repurchased 500,000 units for an aggregate price of $ 2.1 million, including commissions.

Common Unit and Preferred Unit Distributions

On February 6, 2024, the board of directors of our GP declared a cash distribution of 50 % of the outstanding distribution arrearages through December 31, 2023 to preferred unitholders.

The distributions were paid on February 27, 2024 to the holders of record at the close of trading on February 16, 2024.

See below for a further discussion.

On April 4, 2024 and April 9, 2024, the board of directors of our GP declared cash distributions of the remaining outstanding distributions through March 31, 2024 to the preferred unitholders.

The distributions were paid on April 18, 2024 and April 25, 2024, respectively.

See below for further discussion.

As of April 25, 2024, all preferred unit distributions in arrears had been paid.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

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As of March 31, 2025, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding.

The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.3314% for the quarter ended March 31, 2024) plus a spread of 7.213%.

Distributions for Prior Years

The distribution amount of $ 55.9 million was paid on February 27, 2024 to the holders of record at the close of trading on February 16, 2024.

On April 4, 2024, the board of directors of our GP declared a cash distribution of $ 3.0224 which was 55.4 % of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class B Preferred Units.

The distribution amount of $ 38.0 million was paid on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

On April 9, 2024, the board of directors of our GP declared a cash distributions of $ 2.4750 which fully paid the remaining distribution arrearages and interest through the quarter ended March 31, 2024 to the holder of the Class B Preferred Units.

The distribution amount of $ 31.1 million, which included a distribution of $ 9.9 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

Current Fiscal Year Distributions

The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate plus a spread of 7.213%.

Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161%, in accordance with the Adjustable Interest Rate (LIBOR) Act (“LIBOR Act”), and the rules implementing the LIBOR Act.

On February 27, 2024, we made a distribution payment of $ 55.9 million to the holders of record of the Class B Preferred Units at the close of trading on February 16, 2024.

For the quarter ended March 31, 2024, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the estimated average quarterly distribution for March 31, 2024 is $ 0.7840 and the estimated cumulative distributions in arrears as of March 31, 2024 for each Class B preferred unit is $ 5.4571 .

In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full.

The estimated total amount due as of March 31, 2024 is $ 68.7 million.

The following table summarizes the distributions declared for our Class B Preferred Units during the last fiscal year:

Three-Month Distribution Amount Paid to Class B

Date Declared Record Date Payment Date SOFR Rate Preferred Unitholders

(in thousands)

June 21, 2024 July 1, 2024 July 15, 2024 5.300 % $ 0.8153 $ 10,261

September 19, 2024 October 1, 2024 October 15, 2024 5.332 % $ 0.8004 $ 10,073

December 12, 2024 January 1, 2025 January 15, 2025 4.593 % $ 0.7542 $ 9,493

March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 0.7377 $ 9,284

The distribution amount paid on April 15, 2025 is included in accrued expenses and other payables in our consolidated balance sheet at March 31, 2025.

Class C Preferred Units

As of March 31, 2025, there were 1,800,000 of our Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding.

The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year).

On February 27, 2024, we made a distribution payment of $ 7.3 million to the holders of record of the Class C Preferred Units at the close of trading on February 16, 2024.

For the quarter ended March 31, 2024, we did not declare or pay distributions to the holders of the Class C Preferred Units, thus the estimated average quarterly distribution for March 31, 2024 is $ 0.6016 and the estimated cumulative distributions in arrears as of March 31, 2024 for each Class C preferred unit is $ 4.8374 .

In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full.

The estimated total amount due as of March 31, 2024 is $ 8.7 million.

On April 15, 2024, the distributions for the Class C Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with our amended and restated limited partnership agreement (“Partnership Agreement”)) plus a spread of 7.384%.

Distributions for Prior Years

The distribution amount of $ 7.3 million was paid on February 27, 2024 to the holders of record at the close of trading on February 16, 2024.

On April 4, 2024, the board of directors of our GP declared a cash distribution of $ 2.6790 which was 55.4 % of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of Class C Preferred Units.

The distribution amount of $ 4.8 million was paid on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

On April 9, 2024, the board of directors of our GP declared a cash distribution of $ 2.1860 which fully paid the remaining distribution arrearages and interest through the quarter ended March 31, 2024 to the holders of the Class C Preferred Units.

The distribution amount of $ 3.9 million, which included a distribution of $ 1.1 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

Current Fiscal Year Distributions

The current distribution rate for the Class C Preferred Units is a floating rate of the three-month LIBOR interest rate plus a spread of 7.384%.

The following table summarizes the distributions declared for our Class C Preferred Units during the last fiscal year:

Three-Month Distribution Amount Paid to Class C

Date Declared Record Date Payment Date SOFR Rate Preferred Unitholders

(in thousands)

June 21, 2024 July 1, 2024 July 15, 2024 5.300 % $ 0.7926 $ 1,426

September 19, 2024 October 1, 2024 October 15, 2024 5.332 % $ 0.7947 $ 1,431

December 12, 2024 January 1, 2025 January 15, 2025 4.593 % $ 0.7486 $ 1,347

March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 0.7320 $ 1,318

The distribution amount paid on April 15, 2025 is included in accrued expenses and other payables in our consolidated balance sheet at March 31, 2025.

Class D Preferred Units

On November 22, 2024, we purchased 23,375,000 of our outstanding warrants for $ 6.9 million.

As of March 31, 2025, there were 600,000 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 2,125,000 common units outstanding.

1 unchanged sentence

Issuance Date and Description Number of Warrants Exercise Price

Premium warrants 10,000,000 $ 17.45

Par warrants 7,000,000 $ 14.54

October 31, 2019

3 unchanged sentences

The warrants will not participate in cash distributions.

Distributions for Prior Years

On February 6, 2024, the board of directors or our GP declared a cash distribution of 50 % of the outstanding distribution arrears through December 31, 2023 to the holder of the Class D Preferred Units.

The distribution amount of $ 115.0 million was paid on February 27, 2024 to the holders of record at the close of trading on February 16, 2024.

On April 4, 2024, the board of directors of our GP declared a cash distribution of 55.4 % of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class D Preferred Units.

The distribution amount of $ 77.1 million was paid on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

On April 9, 2024, the board of directors of our GP declared a cash distribution which fully paid the remaining distribution arrearages and interest through the quarter ended Mach 31, 2024 to the holders of the Class D Preferred Units.

quarterly distribution of $ 63.0 million, which included a distribution of $ 16.4 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The current distribution rate for the Class D Preferred Units is 10.00% (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 0.50% rate increase due to a Class D distribution payment default, as defined within our Partnership Agreement .

On February 27, 2024, we made a distribution payment of $ 115.0 million to the holders of record of the Class D Preferred Units at the close of trading on February 16, 2024.

For the quarter ended March 31, 2024, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the estimated average quarterly distribution for March 31, 2024 is $ 27.31 and the estimated cumulative distributions in arrears as of March 31, 2024 for each Class D preferred unit is $ 232.33 .

In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full.

The estimated total amount due as of March 31, 2024 is $ 139.4 million.

On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with our Partnership Agreement) plus a spread of 7.00% (“Class D Variable Rate”, as defined in our Partnership Agreement).

Each Class D Variable Rate election shall be effective for at least four quarters following such election.

Current Fiscal Year Distributions

The holders of our Class D Preferred Units have elected, which they are allowed to do so from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with our amended and restated limited partnership agreement (“Partnership Agreement”)) plus a spread of 7.00% (“Class D Variable Rate,” as defined in the Partnership Agreement).

Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with the three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd.

Each variable rate election shall be effective for at least four quarters following such election.

This variable rate election will be effective until September 30, 2025.

The distribution rate for the Class D Preferred Units is 12.329% for the quarter ended March 31, 2025, and includes a 1.0% rate increase, as we exceeded the adjusted total leverage ratio, as defined within the Partnership Agreement.

The following table summarizes the distributions declared on our Class D Preferred Units during the last fiscal year:

Three-Month Distribution Amount Paid to Class D

Date Declared Record Date Payment Date SOFR Rate Preferred Unitholders

(in thousands)

June 21, 2024 (1) July 1, 2024 July 15, 2024 $ 26.01 $ 15,825

September 19, 2024 October 1, 2024 October 15, 2024 5.332 % $ 32.08 $ 19,248

December 12, 2024 January 1, 2025 January 15, 2025 4.593 % $ 30.16 $ 18,095

March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 32.07 $ 19,243

(1) The distribution rate was 10.00% (equal to $100.00 per every 1,000 in unit value per year).

The distribution amount paid on April 15, 2025 is included in accrued expenses and other payables in our consolidated balance sheet at March 31, 2025.

At any time after July 2, 2019 (“Closing Date”), the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable redemption price based on an applicable internal rate of return, as more fully described in our Partnership Agreement.

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The consent of a majority of the then-outstanding Class D Preferred Units, with one vote per Class D Preferred Unit, shall be required to approve any matter for which the preferred unitholders are entitled to vote as a separate class or the consent of the representative of the Class D Preferred Unitholders, as applicable.

Total Preferred Unit Distributions in Arrears and Subsequent Payments

The estimated total preferred unit distributions in arrears for all classes of preferred units are $ 216.8 million as of March 31, 2024.

Each of the Class B Preferred Units received $ 3.0224 per unit and the Class C Preferred Units received $ 2.6790 per unit on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

Additionally, on April 4, 2024, the board of directors of our GP declared a cash distribution 55.4 % of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class D Preferred Units.

The Class D Preferred Units quarterly distribution of $ 77.1 million was made on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

On April 9, 2024, the board of directors of our GP declared a cash distribution to fully pay the remaining distribution arrearages and interest on the Class B Preferred Units and the Class C Preferred Units.

Each of the Class B Preferred Units received $ 2.4750 to fully pay the remaining distribution arrearages and interest as of April 25, 2024, which included a distribution of $ 9.9 million earned during the quarter ended March 31, 2024.

The distribution was paid on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

Each of the Class C Preferred Units received $ 2.1860 to fully pay the remaining distribution arrearages and interest as of April 25, 2024, which included a distribution of $ 1.1 million earned during the quarter ended March 31, 2024.

The distribution was paid on April 25, 2024 to the holders of record at the close of

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

trading on April 19, 2024.

Additionally, on April 9, 2024, the board of directors of our GP declared a cash distribution of $ 63.0 million to the holders of the Class D Preferred Units to fully pay the remaining distribution arrearages and interest as of April 25, 2024, which included a distribution of $ 16.4 million earned during the quarter ended March 31, 2024.

The distribution was made on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

Amended and Restated Partnership Agreement

On February 4, 2021, NGL Energy Holdings LLC executed the First Amendment to the Seventh Amended and Restated Agreement of Limited Partnership for the purpose of amending certain consent rights in relation to the Class D Preferred Units.

Equity-Based Incentive Compensation

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No distributions accrue to or are paid on the Service Awards during the vesting period.

As the LTIP expired on May 10, 2021, we had no common units available for grant during the year ended March 31, 2024.

The following table summarizes the Service Award activity during the year ended March 31, 2024:

Weighted-Average

Number of Fair Value

Units Per Unit

Unvested Service Award units at March 31, 2023 627,975 $ 2.15

Units vested and issued ( 606,725 ) $ 2.15

Units forfeited ( 21,250 ) $ 2.15

Unvested Service Award units at March 31, 2024 —

In connection with the vesting of certain Service Awards during the year ended March 31, 2024, 21,302 of the newly-vested common units were surrendered by employees in satisfaction of $ 0.1 million of employee withholding taxes paid by the Partnership.

Pursuant to the expiration of the LTIP discussed above, those surrendered units are not available for future grants.

During the years ended March 31, 2024, 2023 and 2022, we recorded compensation expense related to Service Awards of $ 1.1 million, $ 2.7 million and $ 3.3 million, respectively.

As the LTIP expired on May 10, 2021, we had no common units available for grant during the year ended March 31, 2025, and the last of our outstanding Service Awards vested on November 15, 2023.

During the years ended March 31, 2024 and 2023, we recorded compensation expense related to Service Awards of $ 1.1 million and $ 2.7 million, respectively.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 10— Fair Value of Financial Instruments

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Therefore, these assets and liabilities are not presented in the following table.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our derivative assets and liabilities reported in our consolidated balance sheets at the dates indicated:

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Prepaid expenses and other current assets $ 1,549 $ 1,572

Other noncurrent assets — 450

Accrued expenses and other payables ( 6,427 ) ( 1,982 )

Other noncurrent liabilities ( 1,706 ) ( 666 )

Net derivative asset $ 17,325 $ 19,011

Net derivative liability $ ( 6,584 ) $ ( 1,076 )

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

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Crude oil fixed-price (1) April 2025–March 2026 59 $ ( 6,492 )

Propane fixed-price (1) April 2024–April 2025 6,980 1,870

Refined products fixed-price (1) April 2024–December 2024 ( 244 ) 518

Butane fixed-price (1) April 2025–March 2026 ( 1,148 ) ( 482 )

Variable-to-fixed interest rate swap (2) April 2024–April 2026 515

Variable-to-fixed interest rate swaps (2) April 2025–April 2028 ( 2,539 )

Other April 2025–March 2026 ( 175 )

Net cash collateral provided 3,104

Net derivative asset $ 17,325

Net derivative liability $ ( 6,584 )

At March 31, 2024:

Crude oil fixed-price (1) April 2024–March 2025 ( 174 ) $ ( 3,000 )

Propane fixed-price (1) April 2023–March 2025 ( 320 ) ( 4,047 )

Refined products fixed-price (1) April 2023–July 2024 ( 429 ) 4,468

Propane fixed-price (1) April 2024–April 2025 6,980 1,870

Butane fixed-price (1) April 2024–March 2025 ( 982 ) ( 2,222 )

Other April 2023–September 2024 10,292

Net cash collateral held ( 47,800 )

Net derivative asset $ 19,011

Variable-to-fixed interest rate swap (2) April 2024–April 2026 515

Other April 2024–March 2025 ( 1,587 )

Net cash collateral provided 3,348

Net derivative liability $ ( 1,076 )

(1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales.

These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.

(2) In March 2024, we entered into a $ 200.0 million interest rate swap to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B.

Under this arrangement, we pay a fixed interest rate of 4.32 % in exchange for SOFR-based variable interest through April 2026.

The change in the fair value of the interest rate swap is recorded as a net gain or loss within interest expense in our consolidated statement of operations.

There was $ 0.5 million of unrealized gains on our interest rate swap as of March 31, 2024.

The following table summarizes the net losses recorded from our commodity derivatives to revenues and cost of sales in our consolidated statements of operations for the periods indicated (in thousands):

(2) See further discussion of these instruments in “Interest Rate Risk” below.

Amounts in the tables above do not include assets and liabilities classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

The following table summarizes the net (losses) gains recorded from our commodity derivatives to revenues and cost of sales in our consolidated statements of operations for the periods indicated (in thousands):

Year Ended March 31,

2 unchanged sentences

2023 $ 19,111

Amounts in the table above do not include net gains and losses from our commodity derivatives related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

During the years ended March 31, 2025 and 2024, we recorded a net loss of $ 0.4 million and a net gain of $ 0.5 million, respectively, from our interest rate swaps to interest expense in our consolidated statements of operations.

We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions.

1 unchanged sentence

This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions.

If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our consolidated balance sheets and recognized in our net income.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

counterparty does not perform on a contract, we may not realize amounts that have been recorded in our consolidated balance sheets and recognized in our net income.

Interest Rate Risk

The ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or SOFR.

At March 31, 2024, there were no borrowings under the ABL Facility.

The Term Loan B is variable-rate debt with interest rates that are generally indexed to the SOFR.

At March 31, 2024, there was $ 700.0 million of outstanding borrowings under the Term Loan B at a weighted average interest rate of 5.33 % plus a margin of 4.50 %.

In March 2024, we entered into a $ 200.0 million interest rate swap to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B.

The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.3314% for the quarter ended March 31, 2024) plus a spread of 7.213%.

Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161% in accordance with the LIBOR Act, and the rules implementing the LIBOR Act.

Each Class D Variable Rate election shall be effective for at least four quarters following such election.

Long-Term Debt

The ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or SOFR plus an applicable margin (see Note 7 for the current rates on the ABL Facility).

The Term Loan B is variable-rate debt with interest rates that are generally indexed to SOFR plus an applicable margin (see Note 7 for the current rates on the Term Loan B).

Interest Rate Swaps

In March and April 2024, we entered into interest rate swaps totaling $ 400.0 million to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B.

Under these arrangements, we pay fixed interest rates of 4.32 % and 4.79 %, respectively, in exchange for SOFR-based variable interest through April 2026.

In September 2024, we entered into the following transaction:

• For the $ 200.0 million interest rate swap entered into in April 2024, we extended the original maturity date of April 20, 2026 to a new maturity date of April 19, 2028;

• Blended the existing swap rate for this extended swap with the then prevailing interest rate swap rate, which lowered the rate from 4.79 % to 3.842 %.

Preferred Unit Distributions

The current distribution rate for the Class B, Class C and Class D Preferred Units is a floating rate of the three-month CME Term SOFR plus a fixed spread (see Note 9 for the current distribution rates).

Fair Value of Fixed-Rate Notes

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Our operations are organized into three reportable segments:

(i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources.

(i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics.

These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations.

Our Liquids Logistics reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided.

Operating income of these segments is reviewed by the chief operating decision maker to evaluate performance and make business decisions.

Intersegment transactions are recorded based on prices negotiated between the segments and are eliminated upon consolidation.

Our chief operating decision maker (“CODM”) is our chief executive officer.

Adjusted EBITDA is reviewed by the CODM to evaluate performance and make business decisions.

We define Adjusted EBITDA for Water Solutions as revenue minus operating and general and administrative expense, which excludes, accretion expense for asset retirement obligations (“Accretion Expense”) and legal and advisory costs associated with acquisitions and dispositions (“Acquisition Expense”), and plus or minus other reconciling items.

We define Adjusted EBITDA for Crude Oil Logistics and Liquid Logistics as revenue minus cost of sales, which excludes unrealized gains and losses on derivatives, lower of cost or realizable value adjustments and amortization expense for certain intangible assets, and plus or minus other reconciling segment items.

The calculation of Adjusted EBITDA for our three reportable segments is presented in the Reportable Segment Information tables below.

See Note 1 for a discussion of the products and services of our reportable segments.

The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments.

The following table summarizes revenues related to our segments for the periods indicated:

The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments and the amounts to eliminate intercompany or intersegment transactions.

Intercompany or intersegment

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

transactions are recorded based on prices negotiated between the segments.

Intrasegment transactions eliminations are recorded within each reportable segment.

All of the tables below do not include amounts related to our refined products and biodiesel businesses, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 1).

Disaggregation of Revenue

The following table summarizes revenues related to our segments for the periods indicated:

Year Ended March 31,

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Non-Topic 606 revenues 6,986 9,222 7,476

Elimination of intersegment sales ( 547 ) ( 8,590 ) ( 11,068 )

Total Crude Oil Logistics revenues 879,902 1,656,611 2,473,412

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Topic 606 revenues

Refined products sales 2,192,783 2,554,084 1,899,898

Propane sales 751,376 735,698 1,156,821

1 unchanged sentence

Other products sales 411,687 377,744 565,706

Service sales 8,209 7,944 8,781

Service revenues 8,414 8,209 7,944

Non-Topic 606 revenues 13,832 17,374 14,604

Elimination of intersegment sales — — ( 1,323 )

Total Liquids Logistics revenues (1) 1,833,612 1,766,425 2,517,160

Corporate and Other:

Topic 606 revenues

Service revenues 401 — —

Elimination of intersegment sales (2) ( 416 ) ( 547 ) ( 8,590 )

Total Corporate and Other revenues ( 15 ) ( 547 ) ( 8,590 )

Total revenues $ 3,469,186 $ 4,153,307 $ 5,679,020

(1) For the years ended March 31, 2023 and 2022, respectively, $ 2.7 million and $ 0.5 million of revenues, which were included in Other Service Revenues in our 2023 Annual Report, are now included in Disposal Service Fees.

(1) During the years ended March 31, 2025, 2024 and 2023, our Liquids Logistics revenues included $ 128.2 million, $ 132.1 million and $ 211.0 million of non-US revenues, respectively.

(2) For the years ended March 31, 2024 and 2023, the elimination of intersegment sales, which was included in the Crude Oil Logistics segment in our March 31, 2024 Annual Report, is now included in “Corporate and Other.”

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 6 and Note 7) and operating income (loss) by segment for the periods indicated:

Reportable Segment Information

The following tables set forth certain selected financial information for our segments for the periods indicated:

Year Ended March 31, 2025

2024 2023 2022

Water Solutions Crude Oil Logistics Liquids Logistics Total Segments Corporate and Other Consolidated

(in thousands)

Revenues $ 755,687 $ 879,902 $ 1,833,612 $ 3,469,201 $ ( 15 ) $ 3,469,186

Cost of sales (1) ( 2,106 ) 772,665 1,730,396 2,500,955 ( 416 ) 2,500,539

Operating, general and administrative expenses (2) 217,223 40,866 51,314 309,403 39,244 348,647

Other (3) 1,426 2 1,467 2,895 ( 3 ) 2,892

Adjusted EBITDA $ 541,996 $ 66,373 $ 53,369 $ 661,738 $ ( 38,846 ) $ 622,892

Depreciation and amortization 254,732

Water Solutions $ 214,727 $ 207,328 $ 214,805

Crude Oil Logistics 36,922 46,577 48,489

Liquids Logistics 10,632 13,575 19,000

Corporate and Other 20,450 23,399 23,914

Total $ 282,731 $ 290,879 $ 306,208

Operating Income (Loss):

Water Solutions $ 231,256 $ 198,924 $ 94,851

Crude Oil Logistics 52,074 81,524 45,033

Liquids Logistics 2,481 66,624 ( 8,441 )

Corporate and Other ( 108,239 ) ( 57,909 ) ( 48,400 )

Total $ 177,572 $ 289,163 $ 83,043

The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated.

This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions.

Amortization in cost of sales 257

Interest expense 280,078

Loss on disposal or impairment of assets, net 31,448

Net unrealized losses on derivatives 3,366

Lower of cost or net realizable value adjustments 2,916

Revaluation of liabilities ( 6,705 )

Asset retirement obligation accretion 4,200

Adjustments related to unconsolidated entities (4) 427

Other (5) ( 7,931 )

Income from continuing operations before income taxes $ 60,104

Capital expenditures (6) $ 208,168 $ 6,915 $ 12,200 $ 227,283 $ 17,967 $ 245,250

Total assets (7) $ 2,794,777 $ 1,198,501 $ 548,901 $ 4,542,179 $ 67,261 $ 4,609,440

(1) Amount excludes net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments and amortization expense for certain intangible assets.

(2) Amount excludes Accretion Expense and Acquisition Expense.

(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.

(4) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense and gains and losses on the disposal or impairment of assets.

(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.

(6) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(7) Total assets includes $ 13.7 million of non-US total assets.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Year Ended March 31, 2024

2024 2023 2022

(in thousands)

Water Solutions $ 145,048 $ 123,180 $ 115,267

Crude Oil Logistics 6,905 9,649 6,422

Liquids Logistics 15,791 5,704 11,185

Corporate and Other 2,323 2,207 2,148

Total $ 170,067 $ 140,740 $ 135,022

The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated:

Water Solutions Crude Oil Logistics Liquids Logistics Total Segments Corporate and Other Consolidated

(in thousands)

Long-lived assets, net:

Water Solutions $ 2,608,007 $ 2,810,534

Crude Oil Logistics 827,248 870,999

Liquids Logistics (1) 298,595 363,736

Corporate and Other 34,267 39,363

Total $ 3,768,117 $ 4,084,632

(1) Includes $ 10.2 million and $ 12.5 million of non-US long-lived assets at March 31, 2024 and 2023, respectively.

Revenues $ 730,818 $ 1,656,611 $ 1,766,425 $ 4,153,854 $ ( 547 ) $ 4,153,307

Cost of sales (1) 10,909 1,527,236 1,657,523 3,195,668 ( 305 ) 3,195,363

Operating, general and administrative expenses (2) 215,300 42,589 55,600 313,489 55,922 369,411

Other (3) 3,699 101 ( 15 ) 3,785 1,096 4,881

Adjusted EBITDA $ 508,308 $ 86,887 $ 53,287 $ 648,482 $ ( 55,068 ) $ 593,414

Depreciation and amortization 266,114

Interest expense 269,804

Loss on disposal or impairment of assets, net 115,936

Net unrealized losses on derivatives 63,762

CMA Differential Roll net gains (4) ( 71,285 )

Lower of cost or net realizable value adjustments ( 2,408 )

Loss on early extinguishment of liabilities, net 55,281

Revaluation of liabilities 2,680

Asset retirement obligation accretion 2,619

Equity-based compensation 1,098

Acquisition expense (5) 48,116

Adjustments related to unconsolidated entities (6) 384

Other (7) ( 2,417 )

Loss from continuing operations before income taxes $ ( 156,270 )

Capital expenditures (8) $ 145,048 $ 6,905 $ 15,791 $ 167,744 $ 2,323 $ 170,067

Total assets (9) $ 2,885,041 $ 1,368,461 $ 686,885 $ 4,940,387 $ 79,707 $ 5,020,094

(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.

(2) Amount excludes Accretion Expense and equity-based compensation expense.

(4) In our Crude Oil Logistics segment, we purchase certain crude oil barrels using the West Texas Intermediate (“WTI”) calendar month average (“CMA”) price and sell the crude oil barrels using the WTI CMA price plus the Argus CMA Differential Roll Component (“CMA Differential Roll”) per our contracts.

To eliminate the volatility of the CMA Differential Roll, we entered into derivative instrument positions in January 2021 to secure a margin per month from May 2021 through December 2023.

Due to the nature of these positions, the cash flow and earnings recognized on a GAAP basis differed from period to period depending on the current crude oil price and future estimated crude oil price which were valued utilizing third-party market quoted prices.

We recognized in Adjusted EBITDA the gains and losses from the derivative instrument positions entered into in January 2021 to properly align with the physical margin we hedged each month through the term of this transaction.

(5) Amount includes the accrued judgment related to the LCT legal matter, excluding interest (see Note 8) and the write-off of the legal costs related to the LCT legal matter that were originally allocated to the GP.

(6) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense and gains and losses on the disposal or impairment of assets.

(7) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.

(8) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(9) Total assets includes $ 22.1 million of non-US total assets.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Year Ended March 31, 2023

Water Solutions Crude Oil Logistics Liquids Logistics Total Segments Corporate and Other Consolidated

(in thousands)

Revenues $ 697,038 $ 2,473,412 $ 2,517,160 $ 5,687,610 $ ( 8,590 ) $ 5,679,020

Cost of sales (1) 18,564 2,308,327 2,430,311 4,757,202 ( 8,587 ) 4,748,615

Operating, general and administrative expenses (2) 218,020 54,537 49,294 321,851 48,173 370,024

Other (3) 2,637 368 25 3,030 30,198 33,228

Adjusted EBITDA $ 463,091 $ 110,916 $ 37,580 $ 611,587 $ ( 17,978 ) $ 593,609

Depreciation and amortization 273,108

Amortization in cost of sales 14

Interest expense 275,438

Loss on disposal or impairment of assets, net 86,776

Net unrealized gains on derivatives ( 50,438 )

CMA Differential Roll net losses (4) 3,547

Lower of cost or net realizable value adjustments ( 12,324 )

Gain on early extinguishment of liabilities, net ( 6,177 )

Revaluation of liabilities 9,665

Asset retirement obligation accretion 3,226

Equity-based compensation 2,718

Adjustments related to unconsolidated entities (5) 843

Other (6) ( 2,041 )

Income from continuing operations before income taxes $ 9,254

Capital expenditures (7) $ 123,180 $ 9,649 $ 5,704 $ 138,533 $ 2,207 $ 140,740

Total assets (8) $ 3,009,869 $ 1,616,953 $ 774,221 $ 5,401,043 $ 55,101 $ 5,456,144

Water Solutions $ 2,818,444 $ 3,009,869

Crude Oil Logistics 1,368,461 1,616,953

Liquids Logistics (1) 686,885 774,221

Corporate and Other 79,707 55,101

Assets held for sale (Note 17) 66,597 —

Total $ 5,020,094 $ 5,456,144

(1) Includes $ 22.1 million and $ 32.3 million of non-US total assets at March 31, 2024 and 2023, respectively.

(1) Amount excludes net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments and amortization expense for certain intangible assets.

(2) Amount excludes Accretion Expense, equity-based compensation expense and Acquisition Expense.

(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.

Within Corporate and Other is other income related to the settlement of a dispute associated with commercial activities not occurring in the current reporting periods, as described further in Note 17.

(4) In our Crude Oil Logistics segment, we purchase certain crude oil barrels using the WTI CMA price and sell the crude oil barrels using the WTI CMA price plus the Argus CMA Differential Roll per our contracts.

To eliminate the volatility of the CMA Differential Roll, we entered into derivative instrument positions in January 2021 to secure a margin per month from May 2021 through December 2023.

(5) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense and gains and losses on the disposal or impairment of assets.

(6) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.

(7) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(8) Total assets includes $ 32.3 million of non-US total assets.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 12— Transactions with Affiliates

3 unchanged sentences

(in thousands)

Sales to entities affiliated with management $ 401 $ — $ —

Purchases from equity method investees $ 421 $ 1,281 $ 1,872

Purchases from entities affiliated with management $ — $ 100 $ —

Accounts receivable from affiliates consist of the following at the dates indicated:

Affiliate balances consist of the following at the dates indicated:

(in thousands)

Accounts receivable-affiliates

Equity method investees $ 595 $ 1,501

NGL Energy Holdings LLC (1) — 11,688

Entities affiliated with management 135 —

Total $ 730 $ 1,501

(1) The outstanding receivable balance, which related to legal costs associated with the LCT legal matter (see Note 8), was written off, as it was determined that the Partnership should bear the financial responsibility for the litigation.

Accounts payable to affiliates consist of the following at the dates indicated:

(in thousands)

Accounts payable-affiliates

Equity method investees $ 101 $ 36

2 unchanged sentences

Other Related Party Transactions

Guarantee of Outstanding Loan for KAIR2014 LLC (“KAIR2014”)

In connection with the purchase of our 50 % interest in an aircraft company, KAIR2014, we executed a joint and several guarantee for the benefit of the lender for KAIR2014’s outstanding loan.

The other owner of KAIR2014, our Chief Executive Officer, H.

Michael Krimbill, is a party to a similar guarantee.

This guarantee obligates us for the payment and performance of KAIR2014 with respect to the repayment of the loan, which was set to mature in September 2023.

On September 1, 2023, KAIR2014 entered into an agreement to extend the maturity date of the loan to September 1, 2028.

Accordingly, we and H.

Michael Krimbill executed new joint and several guarantees for the benefit of the lender for KAIR2014’s outstanding loan.

In December 2023, KAIR2014 sold an airplane for total consideration of approximately $ 4.7 million.

A portion of the proceeds was used to repay the outstanding loan balance of approximately $ 2.1 million, resulting in the release of our guarantee.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

On November 22, 2024, we purchased 16,734,375 of our outstanding warrants for $ 5.0 million from a greater than 10% beneficial owner of our common units (see Note 9 for a further discussion).

Note 13— Employee Benefit Plan

4 unchanged sentences

Expenses under the plan for the years ended March 31, 2025, 2024 and 2023 were $ 2.7 million, $ 2.7 million and $ 2.7 million, respectively.

Expenses for matching contributions related to our refined products and biodiesel businesses have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

Note 14— Revenue from Contracts with Customers

5 unchanged sentences

Actual results can vary from those judgments and assumptions.

We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration.

We do not have any material contracts with

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

multiple performance obligations or under which we receive material amounts of non-cash consideration.

Our costs to obtain or fulfill our revenue contracts were not material as of March 31, 2025.

The majority of our revenue agreements are in scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively.

The majority of our revenue agreements are in scope under ASC 606 and the remainder of our revenue comes from contracts that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively.

See Note 11 for a detail of disaggregated revenue.

Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes net gains of $ 36.2 million, $ 4.2 million and $ 2.4 million, respectively, during the years ended March 31, 2024, 2023 and 2022, related to changes in the mark-to-market value of these contracts recorded.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days.

6 unchanged sentences

For contracts involving disposal services, we accept produced water and solids for disposal at our facilities.

In cases where we have agreed within a contract to remove crude oil from the produced water, the skim oil will be valued as non-cash consideration.

Ordinarily, the fair value of the skim oil should be estimated at the contract inception date;

however, due to variability of the form of the non-cash consideration, the amount and dollar value are unknown at the contract inception date.

Accordingly, ASC 606-10-32-11 allows us to value the skim oil on the date in which the value becomes known.

The Water Solutions segment has certain disposal contracts that contain the following types of terms or pricing structures that involve significant judgment that impacts the determination and timing of revenue.

• Minimum volume commitments.

We receive a shortfall fee if the customer does not deliver a certain amount of volume of produced water over a specified period of time.

The determination of transaction price, which is generally considered to be variable, under these contracts involves significant judgment as it is dependent upon the amount of volume of produced water or solids that are delivered to us by the customer over the term of the contract and the fees charged per barrel, which can either be a fixed amount per barrel or variable due to changes in inflation or other factors.

Under certain contracts, the customer has committed to delivering to us a minimum volume of produced water over a specified time period.

If the customer does not deliver the committed volumes, we receive a shortfall fee if the customer does not deliver their commitment.

At each reporting period, we make a determination as to the likelihood of earning this fee.

We recognize revenue from these contracts when (i) actual volumes are

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

We recognize revenue from these contracts when (i) actual volumes are received;

and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model).

• Tiered pricing.

For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e., the “reset period”) may vary from monthly to over a period of multiple months.

If the tiered pricing is based on a month, we allocate the fee to the distinct daily service to which it relates.

If the tiered pricing spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes.

We revise the estimate of variable consideration at each reporting date throughout each reset period.

• Volume discount pricing.

Volume discount pricing is a form of variable consideration whereby the customer pays for the volumes delivered on a cumulative basis.

Similar to tiered pricing, the period in which the cumulative volumes are earned and settled (i.e., the “reset period”) may vary from daily to over a period of multiple months.

If the volume discount is based on a month, we allocate the fee to the distinct daily service to which it relates.

If the volume discount period spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes.

We revise the estimate of variable consideration at each reporting date throughout each reset period.

For all of our disposal contracts within the Water Solutions segment, revenue will be recognized over time utilizing the output method based on the volume of produced water or solids we accept from the customer.

11 unchanged sentences

For revenue received from services rendered, we offer a variety of services which include:

(i) storage services where product is commingled;

(ii) railcar transportation services;

(iii) transloading services;

and (iv) logistics services.

(i) railcar transportation services;

(ii) transloading services;

and (iii) logistics services.

We are obligated to provide these services over a predetermined period of time.

All revenue from services is recognized over time utilizing the output method based on volumes stored or moved.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Remaining Performance Obligations

3 unchanged sentences

The following table summarizes the amount and timing of revenue recognition for such contracts at March 31, 2025 (in thousands):

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Year Ending March 31,

8 unchanged sentences

Contract Assets and Liabilities

Amounts owed from our customers under our revenue contracts are typically billed as the service is being provided on a monthly basis and are due within 1-30 days of billing, and are classified as accounts receivable-trade on our consolidated balance sheets.

Under certain of our contracts, we recognize revenues in excess of billings, referred to as contract assets, within prepaid expenses and other current assets in our consolidated balance sheets.

Accounts receivable from contracts with customers are presented within accounts receivable-trade and accounts receivable-affiliates in our consolidated balance sheets.

Accounts receivable from contracts with customers are presented within accounts receivable and accounts receivable-affiliates in our consolidated balance sheets.

Under certain of our contracts, we may be entitled to receive payments in advance of satisfying our performance obligations under the contract.

5 unchanged sentences

Revenue from these contracts is initially deferred, thus creating a contract liability.

• Multi-period contract in which fee escalates each subsequent year of the contract.

Revenue from these contracts is recognized over time based on a weighted average of what is expected to be received over the life of the contract.

As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded.

• Tiered pricing and volume discount pricing.

As described above, we revise the estimate of variable consideration at each reporting date throughout each reset period.

As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded.

• Contracts with variable volumes and pricing.

As described above in our Water Solutions segment, we revise the estimate of variable consideration at each reporting period.

As the actual amount billed and received from the customer may differ from the amount of revenue recognized, a contract asset or liability is recorded.

• Capital reimbursements.

4 unchanged sentences

The following tables summarize the balances of our contract assets and liabilities at the dates indicated:

March 31, 2024 March 31, 2023

2025 2024 2023

(in thousands)

4 unchanged sentences

Payment recognized in revenue ( 54,308 )

Liabilities held for sale (2) ( 164 )

Contract liabilities at March 31, 2024 16,933

3 unchanged sentences

Contract liabilities at March 31, 2025 $ 9,168

(1) Amounts in do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

(2) Relates to contract liabilities classified as held for sale for the sale of certain freshwater water solutions facilities within our Water Solutions segment (see Note 18).

(3) Relates to contract liabilities classified as held for sale for the sale of a portion of our Liquids Logistics segment (see Note 18).

Note 15— Leases

7 unchanged sentences

Operating lease right-of-use assets and operating lease liabilities with an initial term of greater than one year are recognized at the commencement date based on the present value of lease payments over the lease term.

As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

As the interest rate implicit in our leases is not readily determinable, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Our incremental borrowing rate represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment.

10 unchanged sentences

Operating lease expense for short-term leases is recognized on a straight-line basis over the lease term and is disclosed below.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

We have lease agreements with lease and non-lease components, which are generally accounted for separately.

1 unchanged sentence

At March 31, 2025, we had operating lease right-of-use assets of $ 109.9 million and current and noncurrent operating lease obligations of $ 27.9 million and $ 85.2 million, respectively, on our consolidated balance sheet.

During the year ended March 31, 2024, we recorded an impairment of $ 2.4 million for certain leases in our Water Solutions segment due to

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

underutilization of certain freshwater wells.

At March 31, 2024, we had operating lease right-of-use assets of $ 95.4 million and current and noncurrent operating lease obligations of $ 29.4 million and $ 70.6 million, respectively, on our consolidated balance sheet.

These amounts do not include assets and liabilities classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

During the year ended March 31, 2024, we recorded an impairment of $ 2.4 million for certain leases in our Water Solutions segment due to underutilization of certain freshwater wells.

During the year ended March 31, 2023, an impairment of the operating lease right-of-use asset of $ 1.5 million was recorded for underperforming terminals in our Crude Oil Logistics segment and an impairment of $ 0.1 million was recorded for underperforming terminals in our Liquids Logistics segment.

Also, during the year ended March 31, 2023, we recorded an impairment of the operating lease right-of-use asset of $ 0.1 million related to an office lease in our Crude Oil Logistics segment and a $ 0.3 million loss related to the termination of leases in our Crude Oil Logistics segment.

At March 31, 2024, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 5.70 years and 9.39 %, respectively.

At March 31, 2023, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 5.71 years and 9.61 %, respectively.

At March 31, 2025, the weighted-average remaining lease term and weighted-average discount rate for all our operating leases was 5.54 years and 8.62 %, respectively.

At March 31, 2024, the weighted-average remaining lease term and weighted-average discount rate for all our operating leases was 5.70 years and 9.39 %, respectively.

The following table summarizes the components of our lease cost for the periods indicated:

12 unchanged sentences

(3) Included in interest expense in our consolidated statement of operations.

Amounts in the table above do not include lease costs related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

The following table summarizes maturities of our lease obligations at March 31, 2025 (in thousands):

12 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

Amounts in the table above do not include maturities of lease obligations related to liabilities classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

The following table summarizes supplemental cash flow information related to our leases for the periods indicated:

10 unchanged sentences

Finance lease $ — $ — $ 102

Amounts in the table above do not include operating cash outflows from operating leases or right-of-use assets for operating leases, related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

Lessor Accounting and Subleases

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Total $ 30,171

Note 16— Allowance for Current Expected Credit Loss (CECL)

Note 16— Allowance for Current Expected Credit Losses

ASU 2016-13 requires that an allowance for expected credit losses be recognized for certain financial assets that reflects the current expected credit loss over the financial asset’s contractual life.

4 unchanged sentences

We group our financial assets into pools of counterparties with similar risk characteristics for the purpose of determining the allowance for expected credit losses.

Each reporting period, we assess whether a significant change in the risk of expected credit loss has occurred.

Each reporting period, we assess whether a significant change in the risk

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

of expected credit loss has occurred.

Among the quantitative and qualitative factors considered in calculating our allowance for expected credit losses are historical financial data, including write-offs and allowances, current conditions, industry risk and current credit ratings.

2 unchanged sentences

We manage receivable pools using past due balances as a key credit quality indicator.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes changes in our allowance for expected credit losses for the periods indicated:

Accounts Receivable - Trade Notes Receivable and Other

Accounts Receivable Notes Receivable and Other

(in thousands)

Allowance for expected credit loss at March 31, 2021 $ 2,192 $ 458

Allowance for expected credit losses at March 31, 2022 $ 2,372 $ 458

Change in provision for expected credit losses ( 213 ) ( 410 )

Write-offs charged against the provision ( 687 ) —

Disposition of Sawtooth (See Note 17 )

Allowance for expected credit loss at March 31, 2022 2,626 458

Allowance for expected credit losses at March 31, 2023 1,472 48

Change in provision for expected credit losses 463 3

Write-offs charged against the provision ( 489 ) —

Allowance for expected credit loss at March 31, 2023 1,964 48

Allowance for expected credit losses at March 31, 2024 1,446 51

Change in provision for expected credit losses 2,514 ( 18 )

Dispositions (see Note 17) ( 146 ) —

Assets held for sale (see Note 18) ( 44 ) —

Write-offs charged against the provision ( 81 ) —

Allowance for expected credit loss at March 31, 2024 $ 1,671 $ 152

Allowance for expected credit losses at March 31, 2025 $ 3,689 $ 33

Amounts in the table above do not include allowance for expected credit losses related to assets classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

Note 17— Other Matters

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On March 6, 2024, we acquired a 51 % voting interest in these previously sold saltwater disposal assets, which we are accounting for as an acquisition of assets.

Total consideration for this acquisition was $ 3.0 million, which included the termination of a loan receivable (discussed above), and was allocated to property, plant and equipment, asset retirement obligation and noncontrolling interest.

Total consideration for this acquisition was $ 3.0 million, which included the

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

termination of a loan receivable (discussed above), and was allocated to property, plant and equipment, asset retirement obligation and noncontrolling interest.

Acquisition of Airplanes

As discussed in Note 12, during the year ended March 31, 2025, we created a new aviation entity whereby we own a 90 % interest and a member of our management owns a 10 % interest.

The aviation entity is considered a VIE (see Note 2).

During the three months ended June 30, 2024, the aviation entity purchased an airplane for total consideration of $ 8.1 million, of which $ 1.7 million was paid in cash and $ 6.4 million was a note payable (see Note 7).

We also executed a guarantee for the benefit of the lender for the outstanding loan.

As discussed in Note 12, during the year ended March 31, 2025, we created a new aviation entity whereby we own a 90 % interest and a member of our management owns a 10 % interest.

The aviation entity is considered a VIE (see Note 2).

During the three months ended December 31, 2024, the aviation entity purchased an airplane for total consideration of $ 8.1 million, of which $ 1.7 million was paid in cash and $ 6.4 million was a note payable (see Note 7).

We also executed a guarantee for the benefit of the lender for the outstanding loan.

As part of these transactions, the noncontrolling interest holders have an option to require that we purchase their interest in the aviation entities.

Due to these put options, activity for the noncontrolling interest holders has been recorded as redeemable noncontrolling interest in our March 31, 2025 consolidated balance sheet (see Note 2).

Purchase and Sale of Marketable Equity Securities

On March 26, 2025, we purchased 2,200,000 shares of Prairie Operating Co.

(“Prairie”) for $ 9.9 million.

From March 27, 2025 to March 31, 2025, we sold 731,663 of these shares for $ 4.1 million and recognized a gain of $ 0.8 million within other income, net in our consolidated statement of operations.

At March 31, 2025, we own 1,468,337 shares of Prairie with a fair value of $ 7.9 million which is recorded within prepaid expenses and other current assets in our consolidated balance sheet.

During the year ended March 31, 2025, we recorded unrealized gains on marketable equity securities of $ 1.2 million within other income, net in our consolidated statement of operations.

From April 1, 2025 to May 29, 2025, we sold 738,437 of these shares for $ 3.3 million and recognized a loss of $ 0.1 million.

The fair value estimate was developed based on publicly traded quotes and would be classified as Level 1 in the fair value hierarchy.

Water Solutions

Sale of Certain Saltwater Disposal Assets

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Interest on the loan receivable is based on the prime rate and is due monthly beginning on September 1, 2023.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

receivable matures on April 1, 2026.

The loan receivable matures on April 1, 2026.

We recorded a loss of $ 18.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2023 .

6 unchanged sentences

On December 8, 2023, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $ 12.0 million in cash.

The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets.

The buyer also assumed certain asset retirement obligations associated

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

with the saltwater disposal assets.

We recorded a loss of $ 1.3 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operation for the year ended March 31, 2024.

On April 15, 2024, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $ 4.2 million in cash .

The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets.

See Note 18 for a summary of assets and liabilities held for sale at March 31, 2024.

As discussed below, we recorded a loss of $ 1.6 million to write down these assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024.

We also recorded a gain of $ 0.1 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025.

On August 1, 2024, we retained a 51 % voting interest and sold a minority interest in certain saltwater disposal assets in the Eagle Ford Basin to a third-party for total consideration of $ 1.5 million , of which $ 0.025 million was in cash and $ 1.475 million was a loan receivable.

The loan receivable matures on September 30, 2025 with quarterly principal payments starting on December 31, 2024.

The disposition of this interest was accounted for as an equity transaction, no gain or loss was recorded and the carrying value of the noncontrolling interest was adjusted to reflect the change in ownership interest of the subsidiary.

Sale of Certain Freshwater Water Solutions Facilities

On April 5, 2024, we sold approximately 122,250 acres of real estate on two ranches located in Eddy and Lea Counties, New Mexico and certain intangible assets to a third-party for total consideration of $ 68.5 million in cash, including working capital .

Our two ranches include fee, state and federal agricultural leased property, certain water rights, freshwater wells, and related freshwater infrastructure.

See Note 18 for a summary of assets and liabilities held for sale at March 31, 2024.

We recorded a gain of $ 2.6 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025.

Sale of Certain Real Estate

On May 14, 2024, we sold approximately 1,400 acres of real estate located in Lea County, New Mexico to a third-party for total consideration of $ 8.0 million in cash .

See Note 18 for a summary of assets and liabilities held for sale at March 31, 2024.

We recorded a gain of $ 7.3 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025.

As these sale transactions did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to these portions of our Water Solutions segment have not been classified as discontinued operations.

Sale of Certain Natural Gas Liquids Terminals

Liquids Logistics

Fiscal Year 2024 Transactions

On July 24, 2023, we sold two natural gas liquids terminals in the Pacific Northwest to a third-party for total consideration of $ 16.0 million in cash.

5 unchanged sentences

We recorded a gain of $ 1.6 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024.

As these sale transactions did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to these portions of our Liquids Logistics segment have not been classified as discontinued operations.

Fiscal Year 2025 Transactions

On March 31, 2025, we sold our natural gas liquids terminal in Green Bay, Wisconsin to a third-party for total consideration of $ 3.8 million.

We recorded a gain of $ 2.0 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025.

In addition, the buyer purchased inventory for $ 0.2 million.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Exiting a Business

During the three months ended December 31, 2024, we started the process of winding down our biodiesel business by allowing our storage lease and certain railcar leases to expire and closing out the open purchase and sale contracts.

Other than the railcar and storage leases, this business did not have any other long-lived assets.

We liquidated all of our inventory and renewable identification numbers by March 31, 2025.

Crude Oil Logistics

Sale of Certain Railcars

During the three months ended March 31, 2025, we sold 193 railcars for total consideration of $ 14.4 million.

We recognized a gain of $ 5.5 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025.

As of March 31, 2025, we entered into definitive agreements with third-parties to sell an additional 135 railcars, which have been classified as held for sale.

See Note 18 for a summary of assets held for sale at March 31, 2025.

From April 1, 2025 to May 29, 2025, we sold 77 railcars of the 135 railcars discussed above for total consideration of $ 3.4 million in cash and we expect to record a gain of $ 1.4 million.

Sale of Marine Assets

1 unchanged sentence

We recorded a loss of $ 8.0 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2023 .

As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Crude Oil Logistics segment have not been classified as discontinued operations.

Sale of Sawtooth

On June 18, 2021, we sold our approximately 71.5 % interest in Sawtooth to a group of buyers for total consideration of $ 70.0 million less expenses of approximately $ 2.0 million.

We recorded a loss of $ 60.1 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2022 .

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Assets and Liabilities Held for Sale

As these sale transactions did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to these portions of our Crude Oil Logistics segment have not been classified as discontinued operations.

Note 18— Assets and Liabilities Held for Sale and Discontinued Operations

As discussed in Note 1, at March 31, 2025, we met the criteria for classifying the assets and liabilities of our refined products business and biodiesel business as either held for sale or discontinued operations and the operations of these businesses as discontinued.

Also, as discussed in Note 1, Note 17 and Note 20, at March 31, 2025, we met the criteria for classifying a portion of our Liquids Logistics segment, certain railcars and certain investments in unconsolidated entities and related assets as held for sale.

Upon classification as held for sale, we recorded a loss of $ 8.0 million to write down certain investments in unconsolidated entities and related assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025, and a valuation allowance included in assets held for sale in our March 31, 2025 consolidated balance sheet.

As discussed in Note 17, at March 31, 2024, we met the criteria for classifying the assets and liabilities of certain freshwater water solutions facilities, certain saltwater disposal assets and certain real estate as held for sale.

Upon classification as held for sale, we recorded a loss of $ 1.6 million to write down certain saltwater disposal assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024, and a valuation allowance included in assets held for sale in our March 31, 2024 consolidated balance sheet.

The following table summarizes the major classes of assets and liabilities classified as held for sale at March 31, 2024 (in thousands):

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following tables summarize the major classes of assets and liabilities classified as held for sale by segment at the dates indicated:

March 31, 2025

Water Solutions Crude Oil Logistics Liquids Logistics Total

(in thousands)

Assets Held for Sale

Accounts receivable-trade, net $ 565

Cash and cash equivalents $ — $ — $ 114 $ 114

Accounts receivable, net — — 21,204 21,204

Inventories — — 20,715 20,715

Prepaid expenses and other current assets — — 5,098 5,098

2 unchanged sentences

Intangible assets, net 29,557 — 9,718 39,275

Investments in unconsolidated entities 18,221 — 51 18,272

Operating lease right-of-use assets — — 3,962 3,962

Other noncurrent assets — 1,237 3,142 4,379

Valuation allowance on assets held for sale ( 7,974 ) — — ( 7,974 )

1 unchanged sentence

Liabilities Held for Sale

Accounts payable-trade $ 63

Accounts payable $ — $ — $ 32,072 $ 32,072

Accrued expenses and other payables — — 4,650 4,650

Advance payments received from customers — — 259 259

Operating lease obligations-current — — 1,705 1,705

Operating lease obligations-noncurrent — — 2,233 2,233

Other noncurrent liabilities 94 — 1,090 1,184

Total liabilities held for sale $ 94 $ — $ 42,009 $ 42,103

Note 18— Subsequent Events

Sale of Certain Freshwater Water Solutions Facilities

On April 5, 2024, we sold approximately 122,250 acres of real estate on two ranches located in Eddy and Lea Counties, New Mexico to a third-party for total consideration of $ 69.3 million, including working capital .

Our two ranches include fee, state and federal agricultural leased property, certain water rights, freshwater wells, and related freshwater infrastructure.

See Note 17 for a summary of assets and liabilities held for sale at March 31, 2024.

Sale of Certain Saltwater Disposal Assets

On April 15, 2024, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $ 4.2 million .

See Note 17 for a summary of assets and liabilities held for sale at March 31, 2024.

Sale of Certain Real Estate

On May 14, 2024, we sold approximately 1,400 acres of real estate located in Lea County, New Mexico to a third-party for total consideration of $ 8.0 million .

See Note 17 for a summary of assets and liabilities held for sale at March 31, 2024.

Distributions Declared

The total distribution of $ 120.0 million was made on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

See Note 9 for a further discussion of this transaction.

March 31, 2024

Water Solutions Liquids Logistics Total

(in thousands)

Assets Held for Sale

Accounts receivable, net $ 565 $ — $ 565

Inventories — 5,436 5,436

Prepaid expenses and other current assets 13 437 450

Property, plant and equipment, net (1) 14,354 1,261 15,615

Goodwill (1) 4,108 17,051 21,159

Intangible assets, net (1) 49,179 7,264 56,443

Other noncurrent assets (1) — 610 610

Valuation allowance on assets held for sale ( 1,622 ) — ( 1,622 )

Total assets held for sale $ 66,597 $ 32,059 $ 98,656

Liabilities Held for Sale

Accounts payable $ 63 $ — $ 63

Accrued expenses and other payables 31 1,450 1,481

Advance payments received from customers 164 — 164

Other noncurrent liabilities 356 — 356

Total liabilities held for sale $ 614 $ 1,450 $ 2,064

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

On April 9, 2024, the board of directors of our GP declared a cash distribution to fully pay the remaining distribution arrearages and interest to the holders of the Class B Preferred Units, the Class C Preferred Units and the Class D Preferred Units.

The total distribution of $ 98.1 million was made on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

See Note 9 for a further discussion of this transaction.

Interest Rate Swap

In April 2024, we entered into a $ 200.0 million interest rate swap to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B.

Under this arrangement, we pay a fixed interest rate of 4.79 % in exchange for SOFR-based variable interest through April 2026.

Legal Contingencies

On May 28, 2024, the Supreme Court of Delaware affirmed the jury’s verdict against us in the LCT legal matter (see Note 8).

Common Unit Repurchase Program

This program does not have a fixed expiration date.

(1) Amounts for the Liquids Logistics segment are included in noncurrent assets held for sale in our March 31, 2024 consolidated balance sheet.

The following table summarizes the major classes of assets and liabilities classified as discontinued operations in our Liquids Logistics segment at the dates indicated:

(in thousands)

Assets of Discontinued Operations

Accounts receivable, net $ 67,350 $ 97,065

Inventories — 18,873

Prepaid expenses and other current assets 82 55,181

Operating lease right-of-use assets — 1,719

Total assets of discontinued operations $ 67,432 $ 172,838

Liabilities of Discontinued Operations

Accounts payable $ 48,454 $ 68,773

Accrued expenses and other payables 4,295 39,705

Operating lease obligations-current — 1,703

Total liabilities of discontinued operations $ 52,749 $ 110,181

The following table summarizes the results of operations from discontinued operations related to our refined products and biodiesel businesses for the periods indicated:

Year Ended March 31,

2025 2024 2023

(in thousands)

Revenues $ 2,253,294 $ 2,803,264 $ 3,015,884

Cost of sales 2,267,498 2,781,360 2,960,610

Operating expenses 4,865 5,580 9,136

General and administrative expenses 197 256 335

Depreciation and amortization 223 409 513

Loss on disposal or impairment of assets, net 1,995 — 112

Operating (loss) income from discontinued operations ( 21,484 ) 15,659 45,178

Interest expense ( 225 ) ( 119 ) ( 7 )

Other (expense) income, net ( 7 ) 11 ( 1,662 )

(Loss) income from discontinued operations before taxes ( 21,716 ) 15,551 43,509

Income tax expense ( 110 ) ( 947 ) ( 52 )

(Loss) income from discontinued operations, net of tax $ ( 21,826 ) $ 14,604 $ 43,457

Note 19— Quarterly Financial Data (Unaudited)

The following tables summarize our unaudited quarterly financial data.

The computation of net income (loss) per common unit is done separately by quarter and year.

The total of net income (loss) per common unit of the individual quarters may not equal net income (loss) per common unit for the year, due primarily to the income allocation between the general partner and limited partners and variations in the weighted average units outstanding used in computing such amounts.

Our Liquids segment is subject to seasonal fluctuations, as demand for propane and butane is typically higher during the winter months.

Our operating revenues from our other segments are less weather sensitive.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Quarter Ended Year Ended

2024 September 30,

2024 December 31,

2024 March 31,

2025 March 31,

(in thousands, except unit and per unit amounts)

Total revenues $ 759,234 $ 756,472 $ 982,414 $ 971,066 $ 3,469,186

Total cost of sales $ 539,305 $ 522,915 $ 735,421 $ 709,436 $ 2,507,077

Income from continuing operations $ 17,603 $ 7,493 $ 23,740 $ 16,153 $ 64,989

Net income $ 10,475 $ 3,391 $ 14,575 $ 14,722 $ 43,163

Net income attributable to NGL Energy Partners LP $ 9,683 $ 2,454 $ 13,507 $ 13,724 $ 39,368

Basic and diluted loss per common unit

Loss from continuing operations $ ( 0.09 ) $ ( 0.18 ) $ ( 0.05 ) $ ( 0.11 ) $ ( 0.43 )

Net loss $ ( 0.14 ) $ ( 0.21 ) $ ( 0.12 ) $ ( 0.12 ) $ ( 0.60 )

Basic weighted average common units outstanding 132,512,766 132,274,669 132,012,766 132,012,766 132,204,283

Diluted weighted average common units outstanding 132,512,766 132,274,669 132,012,766 132,012,766 132,204,283

Quarter Ended Year Ended

2023 September 30,

2023 December 31,

2023 March 31,

2024 March 31,

(in thousands, except unit and per unit amounts)

Total revenues $ 911,415 $ 1,007,546 $ 1,195,184 $ 1,039,162 $ 4,153,307

Total cost of sales $ 688,253 $ 751,990 $ 933,051 $ 812,140 $ 3,185,434

Income (loss) from continuing operations $ 8,243 $ 22,876 $ 45,413 $ ( 234,260 ) $ ( 157,728 )

Net income (loss) $ 19,563 $ 28,285 $ 45,767 $ ( 236,739 ) $ ( 143,124 )

Net income (loss) attributable to NGL Energy Partners LP $ 19,301 $ 28,028 $ 45,682 $ ( 236,766 ) $ ( 143,755 )

Basic and diluted (loss) income per common unit

(Loss) income from continuing operations $ ( 0.20 ) $ ( 0.09 ) $ 0.07 $ ( 2.04 ) $ ( 2.25 )

Net (loss) income $ ( 0.11 ) $ ( 0.05 ) $ 0.08 $ ( 2.05 ) $ ( 2.14 )

Basic weighted average common units outstanding 131,927,343 131,927,343 132,220,055 132,512,766 132,146,477

Diluted weighted average common units outstanding 131,927,343 131,927,343 132,498,734 132,512,766 132,146,477

Year Ended March 31, 2025

• During the fourth quarter of fiscal year 2025, we recorded a goodwill impairment charge related to the Liquids Logistics segment (see Note 5);

• During the year ended March 31, 2025, we sold certain assets and businesses (see Note 1 and Note 17).

Year Ended March 31, 2024

• During the fourth quarter of fiscal year 2024, we recorded a goodwill impairment charge related to the Liquids Logistics segment (see Note 5);

• During the fourth quarter of fiscal year 2024, we closed a debt refinancing transaction consisting of a private offering of the 2029 Senior Secured Notes and 2032 Senior Secured Notes and also entered into the Term Loan B (see Note 7);

• As of March 31, 2024, we accrued amounts owned in the LCT matter (see Note 8);

• During the year ended March 31, 2024, we sold certain assets and businesses (see Note 17);

• During the year ended March 31, 2024, we repurchased a portion of our 2025 Notes and redeemed the remaining outstanding 2025 Notes, 2026 Notes and 2026 Senior Secured Notes and recorded a net loss on the early extinguishment of these notes (see Note 7).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 20— Subsequent Events

Sale of Certain Investments in Unconsolidated Entities and Related Assets

On April 14, 2025, we sold certain investments in unconsolidated entities, property, plant and equipment and intangible assets to a third-party for total consideration of $ 40.0 million in cash, plus working capital.

We have classified the assets and liabilities as held for sale as of March 31, 2025 (see Note 18 for a summary of assets and liabilities held for sale).

Sale of Refined Products Business, Certain Natural Gas Liquids Terminals and Most of Our Wholesale Propane Business

On April 30, 2025, we completed the sales of our refined products business, most of our wholesale propane business and 17 natural gas liquids terminals for total consideration of approximately $ 154.9 million in cash, subject to changes from finalizing the working capital balances, and we recorded a gain on each transaction totaling a combined $ 57.4 million.

Sale of Certain Railcars

On May 16, 2025, we sold 68 railcars to a third-party for total consideration of $ 2.1 million and we expect to record a gain of $ 1.4 million.

Repurchase of Class D Preferred Units

On May 19, 2025, we repurchased 20,000 Class D Preferred Units on the open market for $ 28.2 million.

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

What changed 10-K

Item 9A. Controls and Procedures