What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-05-28 compared with 2025-05-29 · 675 added, 672 removed, 2114 unchanged (39% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), that are designed to ensure the information required to be disclosed in our filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”) and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our GP, as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures, as defined in Rule 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), that are designed to ensure the information required to be disclosed in our filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our GP, as appropriate, to allow timely decisions regarding required disclosure.

We completed an evaluation under the supervision and with participation of our management, including the principal executive officer and principal financial officer of our GP, of the effectiveness of the design and operation of our disclosure controls and procedures at March 31, 2026.

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Thuillier 55 Chief Accounting Officer

Ryan Collins 39 Senior Vice President and General Counsel and Secretary

Ryan Collins 40 Executive Vice President and General Counsel and Secretary

Kingham 54 Executive Vice President and Chief Information Officer

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(“WPX”) where he was Vice President of Finance and Treasurer.

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

Prior to WPX, Mr.

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

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

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Ryan Collins.

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

Collins has served as our Executive Vice President and General Counsel and Secretary since May 6, 2026 and served as our Senior Vice President and General Counsel and Secretary from October 2024.

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

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(the predecessor entity of Vulcan Energy Corporation), President and Chief Operating Officer of Plains Exploration and Production Company and was a Director of Plains All American Pipeline, LP.

Raymond also currently serves as a director of Ferus Inc., Ferus Natural Gas Fuels Inc., MarkWest Utica EMG, LLC, Medallion Midstream, LLC and PAA GP Holdings LLC.

Raymond also currently serves as a director of Ferus Inc., Ferus Natural Gas Fuels Inc., MarkWest Utica EMG, LLC and PAA GP Holdings LLC.

Raymond manages various private investments through personally held Lynx Holdings, LLC.

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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.

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

Meeting of Non-Management Directors and Communications with Directors

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Kingham–Executive Vice President and Chief Information Officer

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

Ryan Collins–Executive Vice President and General Counsel and Secretary

Compensation Philosophy

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• Role of the Compensation Committee’s Consultant:

In carrying out its responsibilities for establishing, implementing and monitoring the effectiveness of our executive compensation philosophy, plans and programs, our compensation committee has the authority to engage outside experts to assist in its deliberations, including the receipt of market salary information for certain executive and senior vice president positions or assistance in the design of compensation programs.

In carrying out its responsibilities for establishing, implementing and monitoring the effectiveness of our executive compensation philosophy, plans and programs,

our compensation committee has the authority to engage outside experts to assist in its deliberations, including the receipt of market salary information for certain executive and senior vice president positions or assistance in the design of compensation programs.

Elements of Executive Compensation

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Recognizes individual contributions to our performance

Long-Term Equity Incentive Awards Motivates and rewards the achievement of long-term performance goals, including increasing the market price of our common units and the quarterly distributions to our unitholders

Based on the named executive officer’s expected contribution to long-term performance goals

Provides a forfeitable long-term incentive to encourage executive retention

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.

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

We do not make automatic annual adjustments to base salary.

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Ryan Collins 450,000 500,000

(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.

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

Thuillier’s, Ms.

Kingham’s and Mr.

Collins’s base salary rates became effective on March 22, 2026.

On April 1, 2026, Mr.

Krimbill’s base salary rate was increased to $1.5 million and Mr.

Cooper’s base salary rate was increased to $0.8 million.

Discretionary Cash Bonus Awards

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Long-Term Equity Incentive Awards

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.

On December 9, 2025, our GP adopted the 2025 Long-Term Incentive Plan (“2025 Plan”), and unitholder approval was received on February 9, 2026.

The 2025 Plan allows for the issuance of equity-based compensation.

Awards issued under this plan are subject to our clawback policy, discussed further below.

No awards were granted to the named executive officers

as of March 31, 2026 under the 2025 Plan.

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.

On May 27, 2026, the compensation committee of the board of directors of our GP granted long-term retention awards of $1.9 million, $0.6 million, $0.7 million and $1.0 million to Mr.

Thuillier, Ms.

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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.

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 payment date.

Severance and Change in Control Benefits

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.

The 401(k) plan permits all eligible employees, including our named executive officers, to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations.

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

The 401(k) plan permits all eligible employees, including our named executive officers, to make voluntary pre-tax or after-tax contributions to the plan, subject to applicable tax limitations.

For every dollar that employees contribute up to 4% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 4% and 6% of their eligible compensation (as defined in the plan).

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We offer a benefits package available to substantially all full-time employees, which includes a 401(k) plan and medical, dental, vision, disability and life insurance.

Other Officers

Certain officers who have leadership roles within our individual business segments, but who are not executive officers, participate in formulaic bonus programs that are based on the performance of the individual business segments with which they are involved.

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

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Ryan Collins (2) 2026 434,423 400,000 738,353 1,572,776

Senior Vice President and

Executive Vice President and 2025 340,115 310,000 17,796 667,911

General Counsel and Secretary

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

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

(1) On May 27, 2025, the compensation committee of the board of directors of our GP granted long-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 payment date.

The first payment was paid on October 28, 2025.

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

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.

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Bank of America Corp /DE/ (3) 8,283,983 6.64 %

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

Directors and named executive officers:

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reported shared voting power with respect to 8,275,036 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.

The information related to Bank of America Corp /DE/ is based upon its Schedule 13G/A filed with the SEC on April 27, 2026.

Coady owns 172,304 of these common units.

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Krimbill Enterprises LP, II is controlled by H.

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

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.

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Securities Authorized for Issuance Under Equity Compensation Plan

The LTIP expired on May 10, 2021 and all of the outstanding units vested on November 15, 2023.

The following table sets forth information regarding the securities that may be issued under the NGL Energy Partners LP 2025 Plan, as of March 31, 2026:

Number of Securities

Remaining Available

Number of for

Securities to be Future Issuances

Issued upon under

Exercise of Equity Compensation

Outstanding Weighted Average Plans

Options, Exercise Price of (Excluding Securities

Warrants and Outstanding Options, Reflected in

Rights Warrants and Rights Column (a))

Plan Category (a) (b) (c)

Equity Compensation Plans Approved by Security Holders (1) — — 7,920,000

Equity Compensation Plans Not Approved by Security Holders — — —

Total — — 7,920,000

(1) On December 9, 2025, the board of directors of our GP approved the 2025 Plan and unitholder approval was received on February 9, 2026.

The maximum number of units that may be issued pursuant to the 2025 Plan is 10,000,000.

Certain Relationships and Related Transactions, and Director Independence

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In addition, our GP owns a 0.1% GP interest in us and all of our incentive distribution rights (“IDRs”).

As of March 31, 2025, we owned 8.69% of our GP.

As of March 31, 2026, we own 8.69% of our GP.

Distributions and Payments to Our General Partner and Its Affiliates

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Distributions of available cash to our directors, executive officers, and greater than 5% unitholders and our GP

We generally make cash distributions 99.9% to our unitholders pro rata, including our directors, executive officers, and greater than 5% unitholders as the holders of an aggregate 45,220,562 common units, and 0.1% to our GP.

We generally make cash distributions of 99.9% to our unitholders pro rata, including our directors, executive officers, and greater than 5% unitholders as the holders of an aggregate 36,967,417 common units, and 0.1% to our GP.

In addition, when distributions exceed the minimum quarterly distribution and other higher target distributions levels, our GP is entitled to increasing percentages of the distributions, up to 48.1% of the distributions above the highest target distribution level.

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KrimAir, LLC (1) Aircraft $ 185 10 %

(1) Relates to an aviation entity that is a variable interest entity (See Note 2 and Note 17 to our consolidated financial statements included in this Annual Report).

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

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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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In fiscal years 2026 and 2025, all of Grant Thornton LLP’s services were pre-approved by the Audit Committee.

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

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

2.3 Membership Interest Purchase Agreement, dated as of March 3, 2023 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on April 3, 2023)

2.4 Membership Interest Purchase Agreement, dated as of March 3, 2023 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on April 3, 2023)

3.1 Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No.

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

Exhibit Number Description

4.2 Amendment No.

1 unchanged sentence

001-35172) filed with the SEC on November 4, 2011)

Exhibit Number Description

4.3 Amendment No.

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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

Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.15 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2025 filed with the SEC on May 29, 2025)

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

Bank Trust Company, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.16 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2025 filed with the SEC on May 29, 2025)

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.

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

4.20* Description of NGL Energy Partners LP’s securities

4.20 Description of NGL Energy Partners LP’s securities (incorporated by reference to Exhibit 4.20 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2025 filed with the SEC on May 29, 2025)

10.1 Credit Agreement, dated as of February 4, 2021, by and among NGL Energy Operating LLC, NGL Energy Partners LP, JPMorgan Chase Bank, N.A.

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

10.8 Seventh Amendment to Credit Agreement, dated as of March 12, 2026, 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 10.2 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on March 12, 2026)

10.9 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) for the quarter ended June 30, 2023 filed with the SEC on August 9, 2023)

10.10 Term Loan Credit Agreement, dated as of February 2, 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 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)

10.11 Term Loan Credit Agreement, dated as of March 12, 2026, by and among NGL Energy Operating LLC, NGL Energy Partners LP, Barclays Bank PLC, as administrative agent, collateral agent and a lender, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on March 12, 2026)

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)

10.22+ NGL Energy Partners LP 2025 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement (File No.

001-35172) filed with the SEC on December 29, 2025)

10.23*+ Form of Restricted Unit Award Agreement under the NGL Energy Partners LP 2025 Long-Term Incentive Plan

Exhibit Number Description

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

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

(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.

(i) Consolidated Balance Sheets at March 31, 2026 and 2025, (ii) Consolidated Statements of Operations for the years ended March 31, 2026, 2025, and 2024, (iii) Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2026, 2025, and 2024, (iv) Consolidated Statements of Changes in (Deficit) Equity for the years ended March 31, 2026, 2025, and 2024, (v) Consolidated Statements of Cash Flows for the years ended March 31, 2026, 2025, and 2024, and (vi) Notes to Consolidated Financial Statements.

+ Management contracts or compensatory plans or arrangements.

Form 10-K Summary

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Consolidated Statements of Operations for the years ended March 31, 2026, 2025, and 2024

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

Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2026, 2025, and 2024

Consolidated Statements of Changes in (Deficit) Equity for the years ended March 31, 2026, 2025, and 2024

Consolidated Statements of Cash Flows for the years ended March 31, 2026, 2025, and 2024

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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, 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”).

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, 2026 and 2025, the related consolidated statements of operations, comprehensive (loss) income, changes in (deficit) equity, and cash flows for each of the three years in the period ended March 31, 2026, 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, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

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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.

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.

Crude Oil Logistics reporting unit - goodwill impairment assessment

As described further in Note 5 to the consolidated financial statements, during the year ended March 31, 2026, the Partnership recognized goodwill impairment of $ 247.8 million related to its Crude Oil Logistics reporting unit.

Management evaluates goodwill for impairment on an annual basis, or more frequently to the extent events or conditions indicate a risk of possible impairment.

Based on events occurring during the three months ended March 31, 2026, management performed a quantitative impairment assessment of its Crude Oil Logistics reporting unit to evaluate goodwill for impairment.

As a result of the assessment performed, the Partnership recognized a goodwill impairment charge of $ 247.8 million.

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

The principal consideration for our determination that the Crude Oil Logistics reporting unit goodwill impairment assessment 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 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.

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

• We tested the design and operating effectiveness of internal controls relating to management’s goodwill impairment assessment, 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 assessment, 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.

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805,110 851,347

INVESTMENTS IN UNCONSOLIDATED ENTITIES — 20,305

OPERATING LEASE RIGHT-OF-USE ASSETS 113,326 109,870

OTHER NONCURRENT ASSETS 39,900 19,975

ASSETS HELD FOR SALE — 26,186

Total assets $ 4,175,539 $ 4,609,440

LIABILITIES AND EQUITY

LIABILITIES AND (DEFICIT) EQUITY

CURRENT LIABILITIES:

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REDEEMABLE NONCONTROLLING INTERESTS 559 424

(DEFICIT) EQUITY:

General partner, representing a 0.1 % interest, 123,938 and 132,145 notional units, respectively

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42,891 42,891

Accumulated other comprehensive income (loss) 9 ( 499 )

Accumulated other comprehensive income — 9

Noncontrolling interests 20,671 20,669

Total equity 145,849 448,070

Total liabilities and equity $ 4,609,440 $ 5,020,094

Total (deficit) equity ( 296,565 ) 145,849

Total liabilities and (deficit) equity $ 4,175,539 $ 4,609,440

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

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Interest expense ( 257,490 ) ( 280,078 ) ( 269,804 )

(Loss) gain on early extinguishment of liabilities, net — ( 55,281 ) 6,177

Loss on early extinguishment of liabilities, net ( 16,749 ) — ( 55,281 )

Other income, net 526 4,262 2,782

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

(Loss) Income From Continuing Operations Before Income Taxes ( 178,779 ) 60,104 ( 156,270 )

INCOME TAX BENEFIT (EXPENSE) 276 4,885 ( 1,458 )

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

(Loss) Income From Continuing Operations ( 178,503 ) 64,989 ( 157,728 )

Income (Loss) From Discontinued Operations, net of Tax 39,340 ( 21,826 ) 14,604

Net (Loss) Income ( 139,163 ) 43,163 ( 143,124 )

NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONREDEEMABLE NONCONTROLLING INTERESTS ( 3,376 ) ( 3,749 ) ( 631 )

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 (INCOME) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS 244 ( 46 ) —

NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ ( 142,295 ) $ 39,368 $ ( 143,755 )

NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) $ ( 444,859 ) $ ( 57,096 ) $ ( 297,705 )

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

NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) 39,301 ( 21,804 ) 14,589

NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) $ ( 405,558 ) $ ( 78,900 ) $ ( 283,116 )

BASIC AND DILUTED LOSS PER COMMON UNIT

BASIC AND DILUTED (LOSS) INCOME PER COMMON UNIT

Loss From Continuing Operations $ ( 3.50 ) $ ( 0.43 ) $ ( 2.25 )

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

Income (Loss) From Discontinued Operations, net of Tax $ 0.31 $ ( 0.16 ) $ 0.11

Net Loss $ ( 3.19 ) $ ( 0.60 ) $ ( 2.14 )

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive (Loss) Income

(in Thousands)

1 unchanged sentence

2026 2025 2024

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

Net (loss) income $ ( 139,163 ) $ 43,163 $ ( 143,124 )

Other comprehensive (loss) income ( 9 ) 508 ( 49 )

Comprehensive (loss) income $ ( 139,172 ) $ 43,671 $ ( 143,173 )

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the Years Ended March 31, 2025, 2024, and 2023

Consolidated Statements of Changes in (Deficit) Equity

(in Thousands, except unit amounts)

5 unchanged sentences

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

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

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

Equity issued pursuant to incentive compensation plan — — — 1,287,075 2,718 — — 2,718

Net (loss) income ( 73 ) — — — 51,459 — 1,106 52,492

Other comprehensive loss — — — — — ( 142 ) — ( 142 )

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 preferred unitholders — — — — ( 178,299 ) — — ( 178,299 )

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

14 unchanged sentences

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

Contributions from noncontrolling interest owners — — — — — — 3,195 3,195

Distributions to preferred unitholders (Note 9) — — — — ( 102,394 ) — — ( 102,394 )

Distributions to noncontrolling interest owners — — — — — — ( 6,580 ) ( 6,580 )

Disposition of noncontrolling interest — — — — — — 11 11

Common unit repurchases and cancellations (Note 9) — — — ( 8,198,477 ) ( 47,649 ) — — ( 47,649 )

Class D preferred units redemption - amount paid in excess of carrying value (Note 9) — — — — ( 161,275 ) — — ( 161,275 )

Equity issued pursuant to incentive compensation plan (Note 9) — — — — 11,206 — — 11,206

Net (loss) income ( 406 ) — — — ( 141,889 ) — 3,376 ( 138,919 )

Other comprehensive loss — — — — — ( 9 ) — ( 9 )

BALANCE AT MARCH 31, 2026 $ ( 53,319 ) 14,385,642 $ 348,359 123,814,289 $ ( 612,276 ) $ — $ 20,671 $ ( 296,565 )

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

5 unchanged sentences

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 )

Net (loss) income $ ( 139,163 ) $ 43,163 $ ( 143,124 )

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

(Income) loss from discontinued operations, net of tax ( 39,340 ) 21,826 ( 14,604 )

Depreciation and amortization, including amortization of debt issuance costs 268,728 267,246 282,062

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

Loss (gain) on early extinguishment or revaluation of liabilities, net 21,164 ( 6,705 ) 57,961

Equity-based compensation expense 11,206 — 1,098

22 unchanged sentences

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

Net cash used in investing activities-continuing operations ( 84,193 ) ( 129,101 ) ( 88,924 )

Net cash provided by investing activities-discontinued operations 67,709 6,292 5,163

Net cash used in investing activities ( 16,484 ) ( 122,809 ) ( 83,761 )

FINANCING ACTIVITIES:

1 unchanged sentence

Payments on ABL Facility ( 1,054,000 ) ( 1,899,000 ) ( 1,790,000 )

Payments on Term Loan B ( 7,000 ) — —

Issuance of secured debt 945,286 — 2,894,873

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

Payments on 2024 Term Loan B ( 693,000 ) ( 7,000 ) —

Repayment and repurchase of senior notes ( 17,274 ) — ( 2,781,067 )

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

5 unchanged sentences

Warrant repurchases — ( 6,929 ) —

Class D preferred unit repurchases ( 422,502 ) — —

Common unit repurchases and cancellations ( 47,649 ) ( 2,126 ) ( 84 )

3 unchanged sentences

Net cash used in financing activities ( 346,613 ) ( 207,914 ) ( 258,925 )

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

Net increase (decrease) in cash and cash equivalents 2,856 ( 33,260 ) 33,478

Cash and cash equivalents, beginning of period 5,649 38,909 5,431

2 unchanged sentences

Cash interest paid $ 244,214 $ 298,980 $ 247,276

Income taxes paid (net of income tax refunds) $ 6,173 $ 3,213 $ 3,355

Supplemental non-cash investing and financing activities:

9 unchanged sentences

• Our Water Solutions segment transports, treats, recycles and disposes of produced and flowback water generated from crude oil and natural gas production.

We also sell produced water for reuse and recycle and brackish non-potable water to our producer customers to be used in their crude oil exploration and production activities.

We also sell produced water for reuse and recycle to our producer customers to be used in their crude oil exploration and production activities.

As part of processing water, we aggregate and sell recovered crude oil, also known as skim oil.

We also dispose of solids such as tank bottoms, drilling fluids and drilling muds and perform other ancillary services such as truck and frac tank washouts.

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.

We also dispose of solids such as tank bottoms, drilling fluids and drilling muds and perform other ancillary services such as truck washouts.

Our activities in this segment are underpinned by long-term, fixed fee contracts and acreage dedications, a significant portion 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 and other trade hubs, and provides storage, terminaling and transportation services through its owned assets.

1 unchanged sentence

• 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).

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

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.

1 unchanged sentence

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

Discontinued Operations

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.

On April 30, 2025, we sold our refined products business, including certain working capital items, to a third-party (see Note 17 for a further discussion).

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).

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 consolidated balance sheet (see Note 18 for a further discussion).

Other Dispositions

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, which were classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 17 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.

On April 30, 2025, we sold most of our wholesale propane business, 17 of our natural gas liquids terminals, our interest in an unconsolidated entity and working capital (“Wholesale Propane Disposition”) to a third-party (see Note 17 for a

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

further discussion).

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

Sale of Certain Railcars

23 unchanged sentences

In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy.

The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy.

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

The lowest level input that is significant to a fair value measurement determines the applicable level in the fair

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

value hierarchy.

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

Derivative Financial Instruments

4 unchanged sentences

We have not designated any financial instruments as hedges for accounting purposes.

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.

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 within cost of sales-product (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 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.

1 unchanged sentence

We do not enter into such contracts for trading purposes.

Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements and are reported within cost of sales on the consolidated statements of operations, along with related settlements.

Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements and are reported within cost of sales-product on the consolidated statements of operations, along with related settlements.

We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations.

9 unchanged sentences

Depreciation and Amortization

Depreciation and amortization in our consolidated statements of operations includes all depreciation of our property, plant and equipment and amortization of intangible assets other than debt issuance costs, for which the amortization is recorded to interest expense and certain contract-based intangible assets, for which the amortization is recorded to either cost of sales or operating expense.

We qualify as a partnership for income tax purposes.

5 unchanged sentences

We utilize the asset and liability method of accounting for income taxes.

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

Under this method, deferred tax assets and liabilities are recognized for the future tax

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

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.

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

2 unchanged sentences

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 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.

We have a corporate subsidiary with a deferred tax liability of $ 28.5 million and $ 29.9 million at March 31, 2026 and 2025, respectively, in connection with certain of our acquisitions, which is included within other noncurrent liabilities in our consolidated balance sheets.

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

For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis.

6 unchanged sentences

We had no uncertain tax positions that required recognition in our consolidated financial statements at March 31, 2026 or 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“Act”) was signed into law by the President of the United States.

The Act makes permanent many provisions of the expiring Tax Cuts and Jobs Act of 2017, and enacts new tax laws effective primarily in 2025 or 2026.

The Act permanently reinstates 100% bonus depreciation for qualifying property acquired after January 19, 2025, and permanently extends the 20% deduction for qualified business income.

The Act also makes permanent the modified calculation of adjusted taxable income that corresponds with earnings before interest, taxes depreciation, and amortization (EBITDA) for the purpose of calculating the deduction limits for net business interest expense.

This change applies to taxable years beginning after December 31, 2024.

The provisions of the Act did not have a material impact to our financial statements.

The following table presents income tax (benefit) expense for the periods indicated:

Year Ended March 31,

2026 2025 2024

(in thousands)

Current income tax expense (benefit):

Federal $ — $ 501 $ ( 106 )

State 920 1,276 1,934

Foreign 260 410 830

Total 1,180 2,187 2,658

Deferred income tax benefit:

Federal ( 1,456 ) ( 7,070 ) ( 1,080 )

State — ( 2 ) ( 120 )

Total ( 1,456 ) ( 7,072 ) ( 1,200 )

Income tax (benefit) expense $ ( 276 ) $ ( 4,885 ) $ 1,458

Amounts in the table above do not include income tax (benefit) 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).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table presents income taxes paid (net of income tax refunds) for the periods indicated:

Year Ended March 31,

2026 2025 2024

(in thousands)

Federal $ 1,893 $ 1,420 $ 1,119

State 925 4,343 1,265

Foreign 431 410 829

Total $ 3,249 $ 6,173 $ 3,213

Amounts in the table above do not include income taxes paid (net of income tax refunds) related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of cash flows.

The following table presents income taxes paid (net of income tax refunds) which exceeded five percent of total income taxes paid (net of income tax refunds) in the following jurisdictions for the periods indicated:

Year Ended March 31,

2026 2025 2024

(in thousands)

Texas $ 675 $ 977 $ 560

New Mexico * * $ 206

Canada $ 431 $ 410 $ 829

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

Cash and Cash Equivalents

11 unchanged sentences

We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2026, 2025 and 2024.

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.

Our inventories are valued at the lower of cost or net realizable value, with cost determined using the weighted average cost method, 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.

3 unchanged sentences

(in thousands)

Crude oil $ 23,962 $ 44,056

Butane $ 26,200 $ 22,674

Crude oil 25,173 23,962

Propane 7,320 11,847

1 unchanged sentence

Total $ 67,351 $ 69,916

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).

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

Investments in Unconsolidated Entities

1 unchanged sentence

Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting.

Under the equity method, we do not report the individual assets and liabilities of these entities on our consolidated balance sheets;

instead, our ownership interests are reported within investments in unconsolidated entities on our consolidated balance sheets.

Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment.

Excess investment is the amount by which our total investment exceeds our proportionate share of the net assets of the investee.

We consider distributions received from unconsolidated entities which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and are classified as operating activities in our consolidated statements of cash flows.

We consider distributions received from unconsolidated entities in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and are classified as investing activities in our consolidated statements of cash flows.

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.

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

(in thousands)

Water services and land company Water Solutions 50 % $ 15,228

Water services and land company Water Solutions 10 % 2,926

Water services and land company Water Solutions 50 % 2,026

Natural gas liquids terminal company Liquids Logistics 50 % 125

Total $ 20,305

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

All of our equity method investments were classified as assets held for sale within our March 31, 2025 consolidated balance sheet (see Note 18).

Other Noncurrent Assets

3 unchanged sentences

Loan receivable (2) — 3,089

Minimum shipping fees - pipeline commitments (3) — 356

Other (3) 39,616 11,646

5 unchanged sentences

At March 31, 2026 and 2025, the loan receivable balance (which includes interest receivable) was $ 3.3 million and $ 6.1 million, respectively, of which $ 3.3 million and $ 3.0 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, 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).

(3) At March 31, 2026 and 2025, other consisted of $ 27.2 million and $ 2.9 million, respectively, of capitalized costs to obtain contracts with customers.

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Accrued Expenses and Other Payables

2 unchanged sentences

Accrued compensation and benefits $ 75,243 $ 45,081

Distributions payable 29,845 —

Derivative liabilities 31,619 6,427

Accrued interest 27,265 25,308

Distributions payable 18,753 29,845

Excise and other tax liabilities 13,750 13,100

Derivative liabilities 6,427 1,982

Product exchange liabilities — 3,366

Other 17,554 15,472

Total $ 184,184 $ 135,233

(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).

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

Property, Plant and Equipment

3 unchanged sentences

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, and executory contracts and other agreements.

Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, rights-of-way and easements and executory contracts and other agreements.

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

7 unchanged sentences

See Note 4 and Note 6 for a further discussion of long-lived asset impairments recognized in the consolidated statements of operations.

We evaluate our investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the fair value of such investment may have experienced a decline to less than its carrying value and the decline is other than temporary.

Goodwill represents the excess of the purchase price of the acquired businesses over the net fair value of acquired assets and assumed liabilities.

2 unchanged sentences

We perform our annual assessment of impairment on January 1 of our fiscal year, and more frequently if circumstances warrant.

For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

operating segment are to each other in terms of operational and economic characteristics.

For each reporting unit, we perform a qualitative assessment of relevant events and circumstances about the likelihood of goodwill impairment.

9 unchanged sentences

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

11 unchanged sentences

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):

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the balances related to the VIEs that are consolidated in our consolidated balance sheets at the dates indicated (excluding intercompany eliminations at the time of consolidation) as well as our equity in the VIEs:

(in thousands)

Cash and cash equivalents $ 96 $ 14

14 unchanged sentences

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 redeemable noncontrolling interest is adjusted at 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):

3 unchanged sentences

Redeemable noncontrolling interests at March 31, 2025 424

Contributions from redeemable noncontrolling interest owners 379

Net loss from continuing operations attributable to redeemable noncontrolling interests ( 244 )

Redeemable noncontrolling interests at March 31, 2026 $ 559

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.

5 unchanged sentences

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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Contingent Consideration Liabilities

2 unchanged sentences

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 fair value of the contingent consideration liabilities is assessed each reporting 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.

9 unchanged sentences

Contingent consideration liabilities at March 31, 2026 (4) $ 18,000

(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.

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

(2) 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)

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

(4) Includes $ 2.2 million which is recorded within accrued expenses and other payables and $ 15.8 million which is recorded within other noncurrent liabilities in our March 31, 2026 consolidated balance sheet.

Reclassifications

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.

During the three months ended March 31, 2026, we identified a misclassification related to amounts recorded within inventories that should have been recorded as linefill within property, plant and equipment in prior periods.

To correct the misclassification in the current period financial statements, we adjusted our March 31, 2026 consolidated balance sheet by reducing inventories by approximately $ 11.0 million and increasing linefill within property, plant and equipment by approximately $ 7.0 million.

The difference of $ 4.0 million represents the change in the value of the inventory from the period when it should have been classified as linefill and has been recorded within cost of sales-product in our consolidated statement of operations.

We concluded that the misclassification was not material to any of our prior period financial statements, and accordingly the prior periods presented herein have not been adjusted, as the value of inventories was approximately $ 9.2 million as of March 31, 2025 and the change in the value was approximately $ 2.2 million.

Recent Accounting Pronouncements

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.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements for Interim Reporting, which amends ASC 270 to provide clarity on the current interim reporting requirements.

The ASU improves the navigability of the required interim disclosures and clarifying when that guidance is applicable, provides additional guidance on what disclosures should be provided in interim reporting periods and adds to ASC 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

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

The amendments should 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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326-20 to provide a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The ASU is effective for fiscal years beginning after December 15, 2025 (which is the Partnership’s fiscal year beginning April 1, 2026), and for interim periods within those fiscal years, with early adoption permitted.

The amendments should be applied prospectively.

We adopted this ASU beginning with the September 30, 2025 Quarterly Report on Form 10-Q.

The adoption of this ASU did not impact our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, 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.

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The amendments are required to be applied prospectively with retrospective application permitted.

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

In December 2023, the FASB issued ASU No.

2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets, which includes amendments intended to improve the accounting for and disclosure of crypto assets.

The ASU requires crypto assets to be measured at fair value each reporting period and for changes from remeasurement to be recognized in net income.

The ASU also requires enhanced disclosures for both annual and interim reporting periods to provide investors with relevant information to analyze and assess the exposure and risk of significant individual crypto asset holdings.

The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, including interim periods during that fiscal year, with early adoption permitted and requires a cumulative-effect adjustment upon adoption.

This ASU does not currently impact our financial statements.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which includes amendments intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

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 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):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) interest rate or another reference rate expected to be discontinued because of reference rate reform.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 which deferred the sunset date from December 31, 2022 to December 31, 2024 and left all other provisions of ASU 2020-04 unchanged.

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).

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

We adopted this ASU for the fiscal year ended March 31, 2026, and applied the amendments prospectively.

Note 3— Loss 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, 2026, 2025 and 2024, all potential common units or convertible securities were considered antidilutive.

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

Year Ended March 31,

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(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

(Loss) income from continuing operations $ ( 178,503 ) $ 64,989 $ ( 157,728 )

Net income from continuing operations income attributable to nonredeemable noncontrolling interests ( 3,376 ) ( 3,749 ) ( 631 )

Net loss (income) from continuing operations income attributable to redeemable noncontrolling interests 244 ( 46 ) —

Net (loss) income from continuing operations attributable to NGL Energy Partners LP ( 181,635 ) 61,194 ( 158,359 )

Distributions to preferred unitholders (1) ( 263,669 ) ( 118,347 ) ( 139,644 )

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

Net loss from continuing operations net loss allocated to GP (2) 445 57 298

Net loss from continuing operations allocated to common unitholders $ ( 444,859 ) $ ( 57,096 ) $ ( 297,705 )

(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

Income (loss) from discontinued operations, net of tax $ 39,340 $ ( 21,826 ) $ 14,604

Net (income) loss from discontinued operations allocated to GP (2) ( 39 ) 22 ( 15 )

Net income (loss) from discontinued operation allocated to common unitholders $ 39,301 $ ( 21,804 ) $ 14,589

Net loss allocated to common unitholders $ ( 405,558 ) $ ( 78,900 ) $ ( 283,116 )

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Loss from continuing operations $ ( 3.50 ) $ ( 0.43 ) $ ( 2.25 )

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

Income (loss) from discontinued operations, net of tax $ 0.31 $ ( 0.16 ) $ 0.11

Net loss $ ( 3.19 ) $ ( 0.60 ) $ ( 2.14 )

Basic and diluted weighted average common units outstanding 127,020,619 132,204,283 132,146,477

(1) Includes distributions earned and declared for the year ended March 31, 2026 and the excess of the Class D Preferred Units (as defined herein) repurchase price over the carrying value of the units, as discussed further in Note 9.

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).

Also, includes cumulative distributions for the year ended March 31, 2024 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.

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Land 64,610 64,733

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

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

Tank bottoms and linefill (2) 37,551 30,623

Information technology equipment 3 - 7 31,762 31,319

Vehicles and railcars (3) 3 - 25 23,734 33,629

Other 3 - 20 19,360 19,161

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Net property, plant and equipment $ 2,091,747 $ 2,066,847

(1) Includes a finance lease right-of-use asset of $ 0.1 million at March 31, 2025 and 2024.

The accumulated amortization related to this finance lease is included within accumulated depreciation.

(1) Includes finance leases right-of-use assets of $ 8.6 million at March 31, 2026.

Accumulated amortization related to these finance leases is included within accumulated depreciation.

(2) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost.

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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 assets classified as either held for sale or discontinued operations within our March 31, 2025 and 2024 consolidated balance sheets (see Note 18).

(3) Includes finance leases right-of-use assets of $ 0.2 million and $ 0.1 million at March 31, 2026 and 2025, respectively.

Accumulated amortization related to these finance leases is included within accumulated depreciation.

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

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

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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.

The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated:

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Year Ended March 31,

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Total $ 18,287 $ 8,087 $ 40,318

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(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.

(1) Amount does not include the net loss recognized on the sale of certain investments in unconsolidated entities and related assets during the year ended March 31, 2026 discussed in Note 17.

Amount does 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.

Amount does 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 gains recognized on the sale of certain railcars during the years ended March 31, 2026 and 2025 discussed in Note 17.

(3) Amount does not include the net gains recognized on the Wholesale Propane Disposition and the sale of our refined products business during the year ended March 31, 2026 discussed in Note 17.

Amount does 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.

Amount does 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, 2026, 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 net loss of $ 20.2 million primarily related to writing down the net book value of certain saltwater disposal wells and capital projects due to abandonment and the retirement of certain other assets in our Water Solutions segment.

• A gain of $ 2.2 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period in our Water Solutions segment.

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

• A net loss of less than $ 0.1 million primarily related to the sale of certain assets in our Water Solutions segment.

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

• A net loss of $ 15.2 million primarily related to writing down the net book value of certain saltwater disposal wells and capital projects due to abandonment and the retirement of certain other 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.

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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 $ 35.9 million primarily related to writing down the net book value of certain saltwater disposal wells and capital projects due to abandonment and the retirement of certain other 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.

• A loss of $ 2.9 million related to the retirement or sale of certain assets in our Crude Oil Logistics segment.

• A gain of $ 0.8 million on the sale of land in our Liquids Logistics segment.

• A gain of $ 0.7 million on the sale of our plane in Corporate and Other.

During the year ended March 31, 2023, the following transactions were recorded:

• A net loss of $ 26.3 million primarily related to the sale of certain assets in our Water Solutions segment.

• A net loss of $ 21.8 million to write down the value of an inactive saltwater disposal facility and damaged equipment at another saltwater disposal facility, as well as the abandonment of certain capital projects and the retirement of certain assets in our Water Solutions segment.

• A net loss of $ 20.0 million related to the impairment of an underperforming crude oil terminal in our Crude Oil Logistics segment.

• A net loss of $ 10.0 million related to the impairment of several underperforming natural gas liquids terminals in our Liquids Logistics segment.

• 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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

• A loss of $ 2.9 million related to the retirement or sale of certain assets in our Crude Oil Logistics segment.

• A gain of $ 0.8 million on the sale of land in our Liquids Logistics segment.

• A gain of $ 0.7 million on the sale of our airplane in Corporate and Other.

Note 5— Goodwill

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

Disposal (1) — — ( 4,781 ) ( 4,781 )

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

Impairment — — ( 17,883 ) ( 17,883 )

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Goodwill at March 31, 2026 $ 279,202 $ 62,129 $ 10,175 $ 351,506

(1) Relates to the sale of two natural gas liquids terminals within our Liquids Logistics segment on July 24, 2023 (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 2026 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2026 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, 2026.

Due to lower than expected operating results in our Crude Oil Logistics reporting unit and the conclusion during the three months ended March 31, 2026 of a competitive bid process that did not result in a divestiture transaction, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of March 31, 2026.

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.

The future cash flows of the Crude Oil Logistics 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 estimates of future drilling and completion activity, as well as expectations for future demand recovery and (ii) estimated fixed and variable costs.

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 testing, we concluded that as of March 31, 2026, the fair value of the Crude Oil Logistics reporting unit was less than its carrying value by approximately 30 %.

During the three months ended March 31, 2026, in our Crude Oil Logistics reporting unit, we recorded a goodwill impairment charge of $ 247.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.

Fiscal Year 2025 Goodwill Impairment Assessment

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.

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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 %.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

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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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

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.

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(i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs.

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.

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.

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

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.

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, 2023.

We also considered expectations regarding:

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 %.

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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 %.

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

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 %.

The fair value estimates used in all fiscal year impairment assessments above 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 25.5 111,980 ( 28,367 ) 83,613 99,964 ( 21,645 ) 78,319

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

Executory contracts and other agreements 23.0 19,324 ( 4,654 ) 14,670 19,973 ( 5,106 ) 14,867

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

Debt issuance costs (1) 2.9 13,895 ( 254 ) 13,641 21,841 ( 4,748 ) 17,093

Total $ 1,195,102 $ ( 389,992 ) $ 805,110 $ 1,191,681 $ ( 340,334 ) $ 851,347

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

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).

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

Debt issuance costs related to the fixed-rate notes, 2026 Term Loan B (as defined herein) and 2024 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 consolidated balance sheet (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 statements of

We record the write-off of debt issuance costs within loss 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.

During the year ended March 31, 2026, as a result of the amendment of the ABL Facility effective March 12, 2026, we wrote off $ 1.7 million of debt issuance costs related to the ABL Facility due to a lender discontinuation in the lender syndication.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

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.

During the year ended March 31, 2024, we recorded an impairment charge of $ 0.3 million to write down the value of a trade name in conjunction with the sale of certain saltwater disposal assets in the Pinedale Anticline Basin as we are no longer using the trade name (see Note 17).

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.

Amortization expense is as follows for the periods indicated:

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Depreciation and amortization $ 54,657 $ 55,873 $ 67,572

Cost of sales 257 — 14

Cost of sales-service 1,068 — —

Cost of sales-product — 257 —

Interest expense 4,596 4,142 5,541

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Total $ 805,110

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 7— Long-Term Debt

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2024 senior secured term loan “B” credit facility (“2024 Term Loan B”) — $ — — 693,000 $ ( 16,479 ) 676,521

2026 senior secured term loan “B” credit facility (“2026 Term Loan B”) 950,000 ( 19,838 ) 930,162 — — —

Senior secured notes:

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(1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.

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

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.

The unamortized debt issuance costs for the 2026 Term Loan B include a $ 4.7 million discount.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Recent Developments

On March 12, 2026, we closed a debt refinancing transaction of $ 950.0 million consisting of a new seven-year Term Loan B (“2026 Term Loan B”).

The net proceeds from this transaction were used (i) to repay all borrowings under the existing 2024 Term Loan B, including any accrued and unpaid interest, (ii) to repay borrowings under the ABL Facility, (iii) to redeem, repurchase or otherwise retire a portion of the Class D Preferred Units, including any accrued and unpaid dividends, 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.

Effective March 12, 2026, total commitments under the ABL Facility are $ 425.0 million, which was reduced from $ 475.0 million.

The ABL Facility includes a $ 100.0 million sub-limit for letters of credit, which was reduced from $ 200.0 million.

Also, on March 12, 2026, the rates were reduced as described in the paragraph below.

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.

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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.

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 and related assets and a second priority lien on all of our other assets.

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%.

In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility.

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, 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.

The amendments to ABL Facility reduced the applicable margin for alternate base rate loans from a range of 1.50% to 2.00% to a range of 1.00% to 1.50% and the applicable margin for SOFR from a range of 2.50% to 3.00% to a range of 2.00% to 2.50%.

In addition, the ABL Facility includes a commitment fee that is charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility.

The amendments to the ABL Facility also reduced the commitment fee from 0.50% per year to 0.25% per year.

In the event our fixed charge coverage ratio is less than the 1.75 to 1.00, our commitment fee will be increased to 0.375%.

At March 31, 2026, the borrowings under the ABL Facility had a weighted average interest rate of 7.52 % calculated as a SOFR rate of 3.68 % plus a margin of 2.60 % for SOFR borrowings and the prime rate of 6.75 % plus a margin of 1.50 % on the alternate base rate borrowings.

On March 31, 2026, the interest rate in effect on letters of credit was 2.00 %.

2 unchanged sentences

At March 31, 2026, no Cash Dominion Event had occurred.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

At March 31, 2026, we were in compliance with the covenants under the ABL Facility.

2026 Term Loan B

The 2026 Term Loan B was issued at 99.50 % of par for gross proceeds of $ 945.3 million.

The Term Loan B was issued pursuant to a credit agreement dated February 2, 2024 (“Term Loan Credit Agreement”).

The 2026 Term Loan B was issued pursuant to a credit agreement dated March 12, 2026 (“2026 Term Loan Credit Agreement”).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The 2026 Term Loan B bears interest at a SOFR-based rate or an alternate base rate, in each case plus an applicable margin.

The applicable margin for alternate base rate loans varies from 2.25% to 2.50% and the applicable margin for SOFR-based loans varies from 3.25% to 3.50%, in each case, depending on our consolidated first lien net leverage ratio (as defined in the 2026 Term Loan Credit Agreement).

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.

The 2026 Term Loan B matures on March 11, 2033 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, 2026, with the balance payable on maturity.

We have the ability to prepay the 2026 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.

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Under the 2026 Term Loan Credit Agreement, we are permitted to request, from time to time, (i) increases in the 2026 Term Loan B, and/or (ii) the establishment of new tranches of incremental term loans, in an aggregate principal amount of up to the greater of $350 million and 50% of consolidated EBITDA plus such additional amounts depending upon satisfaction of certain ratio tests and other conditions, in each case subject to commitments from lenders and customary conditions.

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, 2026, the borrowings under the 2026 Term Loan B had an interest rate of SOFR of 3.68 % plus a margin of 3.50 %.

The 2026 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 and related assets.

The 2026 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.

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At March 31, 2026, we were in compliance with the covenants under 2026 Term Loan B.

2024 Term Loan B

On February 2, 2024, we issued a new 2024 Term Loan B at 99.25 % of par for gross proceeds of $ 694.8 million.

The 2024 Term Loan B was issued pursuant to a credit agreement dated February 2, 2024 (“2024 Term Loan Credit Agreement”).

The 2024 Term Loan B was set to mature on February 2, 2031.

The 2024 Term Loan B was 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 and related assets.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the repayment of the existing 2024 Term Loan B for the year ended March 31, 2026 (in thousands):

2024 Term Loan B (1)

2024 Term Loan B repayment $ 687,750

Cash paid (excluding payments of accrued interest) $ 687,750

Loss on early extinguishment of debt $ 15,508

(1) On March 12, 2026, as part of our debt refinancing transaction, we repaid our 2024 Term Loan B.

Loss on the early extinguishment of debt for the 2024 Term Loan B during the year ended March 31, 2026, includes the write off of debt issuance costs and other expenses of $ 15.5 million.

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

Senior Secured Notes

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

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.

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The 2029 Senior Secured Notes and 2032 Senior Secured Notes were issued pursuant to an indenture dated February 2, 2024 (“Indenture”).

The 2029 Senior Secured Notes and 2032 Senior Secured Notes are 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.

The 2029 Senior Secured Notes and 2032 Senior Secured Notes are secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.

The Indenture contains covenants that, among other things, limit our ability to:

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We have the option to redeem all or part of the 2029 Senior Secured Notes, at any time on or after February 15, 2026 at the redemption prices specified in the Indenture.

Prior to such time, we have the option to redeem up to 40% of the principal amount of the 2029 Senior Secured Notes with an amount of cash not greater than the amount equal to the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture.

In addition, before February 15, 2026, we have the option to redeem all or part of the 2029 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2029 Senior Secured Notes redeemed, plus an applicable “make-whole” premium as specified in the Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date.

We have the option to redeem all or part of the 2032 Senior Secured Notes, at any time on or after February 15, 2027 at the redemption prices specified in the Indenture.

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In addition, before February 15, 2027, we have the option to redeem all or part of the 2032 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2032 Senior Secured Notes redeemed, plus an applicable “make-whole” premium as specified in the Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date.

If we sell certain of our assets, or experience specific kinds of changes of control followed by a rating decline, each holder of the 2029 Senior Secured Notes and 2032 Senior Secured Note will have the right to require us to offer to repurchase all or any part of that holder’s 2029 Senior Secured Notes and 2032 Senior Secured Notes at 101% of the aggregate principal amount of the 2029 Senior Secured Notes and 2032 Senior Secured Notes to be repurchased plus accrued and unpaid interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes repurchased to, but excluding, the date of purchase.

If we sell certain of our assets, or experience specific kinds of changes of control followed by a rating decline, each holder of the 2029 Senior Secured Notes and 2032 Senior Secured Notes will have the right to require us to offer to repurchase all or any part of that holder’s 2029 Senior Secured Notes and 2032 Senior Secured Notes at 101% of the aggregate principal amount of the 2029 Senior Secured Notes and 2032 Senior Secured Notes to be repurchased plus accrued and unpaid interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes repurchased to, but excluding, the date of purchase.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

Senior Secured Notes Repurchases

The following table summarizes repurchases of Senior Secured Notes for the year ended March 31, 2026 (in thousands):

2032 Senior Secured Notes

Notes repurchased $ 19,000

Cash paid (excluding payments of accrued interest) $ 17,274

Gain on early extinguishment of debt (1) $ 1,492

(1) Gain on early extinguishment of debt for the 2032 Senior Secured Notes during the year ended March 31, 2026 is inclusive of the write off of debt issuance costs of $ 0.2 million.

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

Senior Secured Notes Redemptions

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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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

At March 31, 2026, we were in compliance with the covenants under the Indenture.

1 unchanged sentence

Senior Unsecured Notes Issuances

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

The 2025 Notes mature on March 1, 2025.

The 2025 Notes were set to mature on March 1, 2025.

On January 19, 2024, we delivered notice to the holders of the 2025 Notes that we intend to redeem the 2025 Notes on February 20, 2024.

1 unchanged sentence

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.

The 2026 Notes mature on April 15, 2026.

The 2026 Notes were set to mature on April 15, 2026.

On February 2, 2024, we deposited $ 331.9 million with the trustee for the redemption of the 2026 Notes, which included the payment of accrued and unpaid interest of $ 12.0 million.

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).

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

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,

(in thousands)

Notes repurchased $ — $ 272,316

Cash paid (excluding payments of accrued interest) $ — $ 265,127

Gain on early extinguishment of debt (1) $ — $ 6,555

Notes repurchased $ 99,275 $ —

Cash paid (excluding payments of accrued interest) $ 91,982 $ —

Gain on early extinguishment of debt (2) $ 6,906 $ —

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

Notes repurchased $ 99,275

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(1) 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.

(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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

Senior Unsecured Notes Redemptions

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

Year Ended March 31,

(in thousands)

2023 Notes (1)

Notes redeemed $ — $ 203,386

Cash paid (excluding payments of accrued interest) $ — $ 203,386

Loss on early extinguishment of debt $ — $ 367

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

2025 Notes (1)

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Loss on early extinguishment of debt $ 2,159

(1) On March 31, 2023, we redeemed all of the remaining outstanding 2023 Notes.

Loss on the 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 $ 0.4 million.

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

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

Loss on the early extinguishment of debt for the 2025 Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $ 1.0 million.

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

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

(2) On February 2, 2024, we deposited $ 331.9 million with the trustee for the redemption of the 2026 Notes, which included the repayment of accrued and unpaid interest of $ 12.0 million.

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Loss on the early extinguishment of debt for the 2026 Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $ 2.2 million.

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

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

Other Long-Term Debt

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Legal Contingencies

In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against the GP and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc.

and related assets in July 2014.

After pre-trial rulings, LCT was limited to pursuing claims of (i) quantum meruit (the value of the services rendered by LCT) and (ii) fraudulent misrepresentation against the defendants.

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 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 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.

On May 28, 2024, the Supreme Court of Delaware affirmed the jury verdict and remanded the case back to the trial court to re-calculate the amount of the pre- and post-judgment interest accrual.

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 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.

Underwood, Successor Trustee for the James L.

Price Revocable Living Trust, on behalf of the Trust and all others similarly situated v.

In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against the GP and the Partnership seeking payment for investment banking services related to the July 2014 acquisition of TransMontaigne Inc.

Following a 2018 jury trial in Delaware state court, the jury awarded $ 4.0 million for quantum meruit and $ 29.0 million for fraudulent misrepresentation.

After post-trial motions and appellate proceedings, the Supreme Court of Delaware ultimately limited LCT’s recovery to quantum meruit damages only and ordered a new trial on that claim.

The re-trial conducted in February 2023, resulted in a jury award of $ 36.0 million, subject to statutory interest and costs.

The GP and the Partnership appealed, but on May 28, 2024, the Supreme Court of Delaware affirmed the verdict and remanded the case for recalculation of interest.

On June 13, 2024 the Partnership paid LCT $ 63.3 million to satisfy the judgment, of which $ 27.2 million represented interest and $ 0.1 million represented costs.

The Partnership was named as a defendant in a class action lawsuit filed in the Northern District of Oklahoma ( Underwood v.

NGL Energy Partners LP , Case No.

4:21-cv-00135-CVE-SH.

This case seeks class certification on behalf of owners who allege the Partnership’s Crude Oil Logistics group violated Oklahoma’s Production Revenue Standards Act when it failed to include statutory interest on proceeds payments it made to certain mineral owners and to state unclaimed property divisions for oil purchased from certain Oklahoma wells.

A substantial portion of the statutory interest claimed to be owed in the lawsuit related to suspended proceeds we inherited from our predecessors and remitted to various state unclaimed property divisions in 2016.

With no admission of liability or wrongdoing, but only to avoid the expense and uncertainty of future litigation, the Partnership entered into a settlement agreement in this case to resolve all claims made against it by the plaintiff and the proposed class and paid approximately $ 8.4 million to the plaintiff and the proposed class.

During the final fairness hearing on June 15, 2023, the settlement agreement was approved by the court and an order granting final approval of the class action settlement was entered into record.

4:21-cv-00135-CVE-SH), alleging that its Crude Oil Logistics segment violated Oklahoma’s Production Revenue Standards Act by failing to include statutory interest on proceeds payments to certain mineral owners and state unclaimed property divisions.

A significant portion of the claimed interest related to suspended proceeds inherited from predecessors and remitted to state unclaimed property divisions in 2016.

Without admitting liability or wrongdoing, the Partnership settled all claims for approximately $ 8.4 million, which received final court approval on June 15, 2023.

We are party to various other claims, legal actions, and complaints arising in the ordinary course of business.

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However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Environmental Matters

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Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes changes in our asset retirement obligations, which is reported within other noncurrent liabilities in our consolidated balance sheets (in thousands):

9 unchanged sentences

Liabilities settled ( 8,258 )

Liabilities held for sale (4) ( 1,149 )

Accretion expense 5,174

Asset retirement obligations at March 31, 2026 $ 76,308

(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).

(1) Relates to the sale of certain saltwater disposal wells within our Water Solutions segment (see Note 17).

(2) 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).

(3) Relates to the sale of a certain saltwater disposal well within our Water Solutions segment.

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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We will record an asset retirement obligation for these assets in the periods in which settlement dates are reasonably determinable.

Pipeline Capacity Agreement

We have a noncancelable agreement with a crude oil pipeline operator, which guarantees us minimum monthly shipping capacity on the pipeline.

As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity.

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.

All future minimum throughput payments under this agreement were recognized during the year ended March 31, 2025.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Sales and Purchase Contracts

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At March 31, 2026, we had the following commodity purchase commitments:

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Crude Oil (1) Natural Gas Liquids

5 unchanged sentences

2028 — — 1,290 1,890

2028 — — 343 504

Total $ 52,616 519 $ 12,514 15,932

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2029 — — 19 19

2030 — — 19 19

Total $ 52,616 519 $ 29,327 29,231

3 unchanged sentences

2028 87,274 1,266 1,328 1,620

2029 82,905 1,263 — —

2030 75,863 1,263 — —

Total $ 1,064,908 12,183 $ 542,003 463,793

5 unchanged sentences

These contracts are recorded at fair value in our consolidated balance sheet and are not included in the tables above.

These contracts are classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 18).

There were no such forward purchase and sale contracts that do not qualify for the normal purchase normal sale election as of March 31, 2026.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

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Our GP is not required to guarantee or pay any of our debts or obligations.

At March 31, 2025, we owned 8.69 % of our GP.

At March 31, 2026, we own 8.69 % of our GP.

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.

In connection with the issuance of common units for the vesting of restricted units during the year ended March 31, 2024, we issued 586 notional units to our GP for less than $ 0.1 million 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 notional units from our GP.

The following table summarizes the notional unit repurchases during the last two fiscal years:

Total Number of Average Price

GP Notional Units Paid Per Aggregate Purchase

Period Repurchased GP Notional Unit Price

(in thousands)

July 1, 2024 - September 30, 2024 500 $ 4.2329 $ 2

April 1, 2025 - June 30, 2025 1,876 $ 4.2854 $ 8

July 1, 2025 - September 30, 2025 4,421 $ 4.7349 $ 21

October 1, 2025 - December 31, 2025 1,612 $ 9.7735 $ 16

January 1, 2026 - March 31, 2026 298 $ 9.5444 $ 3

Common Unit Repurchase Program

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.

As of March 31, 2026, $ 0.3 million remains unspent under this program.

On April 8, 2026, the board of directors of our GP authorized another common unit repurchase program, under which we may repurchase up to $ 100.0 million of our outstanding common units from time to time in the open market, including pursuant to a repurchase plan administrated in accordance with Rule 10b5-1 under the Exchange Act, 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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes our common unit repurchases during the last two fiscal years:

Total Number of Average Price

Common Units Paid Per Aggregate Purchase

Period Repurchased Common Unit Price with Commissions

(in thousands)

July 1, 2024 - September 30, 2024 500,000 $ 4.2329 $ 2,126

April 1, 2025 - June 30, 2025 1,873,838 $ 4.2854 $ 8,068

July 1, 2025 - September 30, 2025 4,416,425 $ 4.7349 $ 21,000

October 1, 2025 - December 31, 2025 (1) 1,611,088 $ 9.7735 $ 15,746

January 1, 2026 - March 31, 2026 297,126 $ 9.5444 $ 2,835

(1) Included within the common units repurchases during the three months ended December 31, 2025, were 450,000 common units repurchased, from a member of management, in a privately negotiated transaction on November 22, 2025, for a per unit price of $ 9.86 and an aggregate purchase price of approximately $ 4.4 million.

The price per unit was based on the closing price the day prior to the transaction date.

Since the inception of the program, we have repurchased 8,698,477 units for an aggregate price of $ 49.7 million, including commissions.

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 certain financial performance ratios.

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.

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 preferred unitholders.

The distributions were paid on February 27, 2024.

See below for a further discussion.

3 unchanged sentences

As of April 25, 2024, all preferred unit distributions in arrears had been paid.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Class B Preferred Units

As of March 31, 2026, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding.

Distributions for Prior Years

Distributions for Prior Fiscal Years

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 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.

The distribution amount of $ 55.9 million was paid on February 27, 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.

The distribution amount of $ 38.0 million was paid on April 18, 2024.

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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

The following table summarizes the distributions declared for our Class B Preferred Units during the last fiscal year:

The current distribution rate for the Class B Preferred Units is the three-month CME Term SOFR interest rate, which is calculated and published by CME Group Benchmark Administration, Ltd., plus a spread of 7.213%.

The Class B Preferred Units also have an additional tenor spread adjustment of 0.26161%, in accordance with the Adjustable Interest Rate (LIBOR) Act.

The following table summarizes the distributions declared for our Class B Preferred Units during the last two fiscal years:

Three-Month Distribution Amount Paid to Class B

5 unchanged sentences

March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 0.7377 $ 9,284

June 18, 2025 July 1, 2025 July 15, 2025 4.298 % $ 0.7358 $ 9,261

September 18, 2025 October 1, 2025 October 15, 2025 4.291 % $ 0.7353 $ 9,255

December 16, 2025 January 1, 2026 January 15, 2026 3.985 % $ 0.7162 $ 9,014

March 18, 2026 April 1, 2026 April 15, 2026 3.661 % $ 0.6960 $ 8,759

The distribution amount paid on April 15, 2026 is included in accrued expenses and other payables in our consolidated balance sheet at March 31, 2026.

1 unchanged sentence

As of March 31, 2026, there were 1,800,000 of our Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding.

Distributions for Prior Years

Distributions for Prior Fiscal 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.

The distribution amount of $ 7.3 million was paid on February 27, 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)

The distribution amount of $ 4.8 million was paid on April 18, 2024.

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.

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.

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:

The current distribution rate for the Class C Preferred Units is the three-month CME Term SOFR interest rate plus a spread of 7.384%.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the distributions declared for our Class C Preferred Units during the last two fiscal years:

Three-Month Distribution Amount Paid to Class C

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March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 0.7320 $ 1,318

June 18, 2025 July 1, 2025 July 15, 2025 4.298 % $ 0.7301 $ 1,314

September 18, 2025 October 1, 2025 October 15, 2025 4.291 % $ 0.7297 $ 1,313

December 16, 2025 January 1, 2026 January 15, 2026 3.985 % $ 0.7106 $ 1,279

March 18, 2026 April 1, 2026 April 15, 2026 3.661 % $ 0.6903 $ 1,243

The distribution amount paid on April 15, 2026 is included in accrued expenses and other payables in our consolidated balance sheet at March 31, 2026.

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As of March 31, 2026, there were 315,489 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 2,125,000 common units outstanding.

The following table summarizes the Class D Preferred Units repurchases during the current fiscal year:

Total Number of

Class D Preferred Average Price Paid Per Aggregate Purchase

Date Redeemed Units Repurchased Class D Preferred Unit Price with Distributions

(in thousands)

May 19, 2025 (1) 20,000 $ 1,410.00 $ 28,200

June 23, 2025 (2) 50,000 $ 1,470.00 $ 73,500

October 17, 2025 (3) 18,506 $ 1,474.48 $ 27,287

March 18, 2026 (4) 196,005 $ 1,530.58 $ 300,002

(1) The redemption price was $ 1,394.04 , calculated at 134.30 % of $ 1,037.98 (the Class D Preferred Unit Price), plus distributions of $ 15.96 .

(2) The redemption price was $ 1,442.57 , calculated at 138.98 % of $ 1,037.98 (the Class D Preferred Unit Price), plus distributions of $ 27.43 .

(3) The redemption price was $ 1,469.08 , calculated at 141.53 % of $ 1,037.98 (the Class D Preferred Unit Price), plus distributions of $ 5.40 .

(4) The redemption price was $ 1,506.86 , calculated at 145.17 % of $ 1,037.98 (the Class D Preferred Unit Price), plus distributions of $ 23.72 .

The following table summarizes the outstanding warrants at March 31, 2026:

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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)

Distributions for Prior Fiscal Years

On February 6, 2024, the board of directors of our GP declared a cash distribution of 50 % of the outstanding distribution arrears through December 31, 2023 to the holders of the Class D Preferred Units.

The distribution amount of $ 115.0 million was paid on February 27, 2024.

The distribution amount of $ 77.1 million was paid on April 18, 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 March 31, 2024 to the holders of the Class D Preferred Units.

The 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.

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:

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 the three-month CME Term SOFR interest rate in accordance with our amended and restated limited partnership agreement (“Partnership Agreement”) plus a spread of 7.00%.

The distribution rate for the Class D Preferred Units is 10.661% for the quarter ended March 31, 2026.

The following table summarizes the distributions declared on our Class D Preferred Units during the last two fiscal years:

Three-Month Distribution Amount Paid to Class D

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March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 32.07 $ 19,243

June 18, 2025 July 1, 2025 July 15, 2025 4.298 % $ 29.39 $ 15,578

September 18, 2025 October 1, 2025 October 15, 2025 4.291 % $ 29.37 $ 15,568

December 16, 2025 January 1, 2026 January 15, 2026 3.985 % $ 28.58 $ 14,619

March 18, 2026 April 1, 2026 April 15, 2026 3.661 % $ 27.74 $ 8,751

(1) The distribution rate was 10.00% (equal to $100.00 per every 1,000 in unit value per year).

5 unchanged sentences

The Class D Preferred Units generally do not have any voting rights, except that the Class D Preferred Units shall be entitled to vote as a separate class on any matter on which unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the Class D Preferred Units in relation to other classes of Partnership Interests (as defined in our Partnership Agreement) or as required by law.

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.

The consent of a majority of the then-outstanding

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

Equity-Based Incentive Compensation

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

Our GP granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients through the vesting date (“Service Awards”).

The Service Awards may also vest upon a change of control, at the discretion of the board of directors of our GP.

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, 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.

On December 9, 2025, the board of directors of our GP approved the 2025 Long-Term Incentive Plan (“2025 Plan”), and unitholder approval was received on February 9, 2026.

The Partnership may grant options, unit appreciation rights, restricted units, phantom units (including any tandem distribution equivalent rights granted with respect to a phantom unit), other unit-based awards, and unit awards to employees, directors of our GP, consultants or subsidiaries.

The 2025 Plan shall continue until the earliest of (i) the date the 2025 Plan is terminated by the board of directors of our GP;

(ii) all units available under the 2025 Plan have been paid to participants;

or (iii) the tenth anniversary of the effective date.

The maximum number of units that may be issued pursuant to the 2025 Plan is 10,000,000 .

Under the 2025 Plan, awards that are forfeited, cancelled, or otherwise expire without the actual delivery of the units, shall be available for future issuance, but units surrendered or withheld to pay either the exercise price of an award or to withhold taxes with respect to an award shall not become available for issuance in the future.

During the year ended March 31, 2026, certain employees were awarded 2,080,000 restricted units, which vest in tranches, subject to the continued service of the recipients (“Service Awards”).

The weighted average grant price for these awards was $ 11.71 , and none of these awards vested or were forfeited during the year ended March 31, 2026.

The following table summarizes the scheduled vesting of our unvested Service Awards at March 31, 2026:

Year Ending March 31,

2027 1,013,334

2029 1,026,666

Total 2,080,000

Service Awards are valued at the average of the high/low sales prices as of the grant date.

We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date value of the award that is vested at that date.

Forfeitures of Service Awards are accounted for when they occur.

During the year ended March 31, 2026, we recorded compensation expense related to Service Awards of $ 11.2 million.

The following table summarizes the estimated future expense we expect to record on the unvested Service Awards at March 31, 2026 (in thousands):

Year Ending March 31,

Total $ 13,140

As of March 31, 2026, there are approximately 7.9 million units remaining available for issuance under the 2025 Plan.

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

The LTIP expired on May 10, 2021.

During the year ended March 31, 2024, we recorded compensation expense of $ 1.1 million related to awards granted under this our expired LTIP.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

13 unchanged sentences

Netting of counterparty contracts (1) ( 6,186 ) 6,186 ( 67 ) 67

Net cash collateral provided (held) 1,527 1,577 ( 295 ) 3,643

Net cash collateral provided 5,658 8,360 1,527 1,577

Derivatives $ 5,809 $ ( 33,739 ) $ 1,549 $ ( 8,133 )

17 unchanged sentences

At March 31, 2026:

Crude oil fixed-price (1) April 2025–March 2026 59 $ ( 6,492 )

Crude oil fixed-price (1) April 2026–September 2027 ( 580 ) $ ( 23,656 )

Propane fixed-price (1) April 2026–March 2027 ( 163 ) 153

Butane fixed-price (1) April 2026–March 2027 ( 1,277 ) ( 12,003 )

5 unchanged sentences

Crude oil fixed-price (1) April 2025–March 2026 59 $ ( 6,492 )

Propane fixed-price (1) April 2024–April 2025 6,980 1,870

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 )

4 unchanged sentences

(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):

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 consolidated balance sheet (see Note 18).

The following table summarizes the net losses recorded from our commodity derivatives to cost of sales-product in our consolidated statements of operations for the periods indicated (in thousands):

Year Ended March 31,

3 unchanged sentences

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.

At March 31, 2025, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers.

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.

The following table summarizes the net gains (losses) recorded from our interest rate swaps to interest expense in our consolidated statements of operations for the periods indicated (in thousands):

Year Ended March 31,

2025 $ ( 427 )

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.

industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions.

At March 31, 2026, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers.

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.

Interest Rate Risk

3 unchanged sentences

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 %.

In March and April 2024, we entered into two $ 200.0 million interest rate swaps to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the 2024 Term Loan B and, effective March 12, 2026, the 2026 Term Loan B.

Under these arrangements, we pay fixed interest rates of 4.32 % and 3.842 %, respectively, in exchange for SOFR-based variable interest through April 2026 and April 2028, respectively.

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).

The current distribution rate for the Class B, Class C and Class D Preferred Units is the three-month CME Term SOFR plus a fixed spread (see Note 9 for the current distribution rates).

Fair Value of Fixed-Rate Notes

11 unchanged sentences

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.

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 net 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.

1 unchanged sentence

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

Intercompany or intersegment 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

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).

businesses, as those amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 1).

Disaggregation of Revenue

19 unchanged sentences

Topic 606 revenues

Propane sales 751,376 735,698 1,156,821

Butane sales 553,626 648,303 627,400

Propane sales 336,078 751,376 735,698

Other products sales 360,210 411,687 377,744

9 unchanged sentences

(1) During the years ended March 31, 2026, 2025 and 2024, our Liquids Logistics revenues included $ 138.6 million, $ 128.2 million and $ 132.1 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

3 unchanged sentences

Year Ended March 31, 2026

Water Solutions Crude Oil Logistics Liquids Logistics Total Segments Corporate and Other Consolidated

Water Solutions Crude Oil Logistics Liquids Logistics Consolidated

(in thousands)

4 unchanged sentences

Adjusted EBITDA $ 602,726 $ 58,941 $ 45,483 $ 707,150

Reconciling items:

Plus - all other Adjusted EBITDA ( 46,947 )

Depreciation and amortization 254,831

Amortization in cost of sales 257

Amortization in cost of sales - service 1,068

Interest expense 257,490

3 unchanged sentences

Revaluation of liabilities 4,415

Loss on early extinguishment of liabilities, net 16,749

Asset retirement obligation accretion 5,174

Equity-based compensation 11,206

Adjustments related to unconsolidated entities (4) 24

Other (5) ( 1,885 )

Income from continuing operations before income taxes $ 60,104

Capital expenditures (6) $ 208,168 $ 6,915 $ 12,200 $ 227,283 $ 17,967 $ 245,250

Loss from continuing operations before income taxes (6) $ ( 178,779 )

Segment capital expenditures $ 221,255 $ 6,735 $ 7,064 $ 235,054

All other capital expenditures 1,431

Total capital expenditures (7) $ 236,485

Segment assets (8) $ 2,809,556 $ 923,685 $ 387,966 $ 4,121,207

All other assets (8) 54,332

Total assets (8) (9) $ 4,175,539

(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.

Amount also excludes the difference in value recorded to cost of sales-product related to the misclassification of line fill within inventories (see Note 2).

(2) Amount excludes Accretion Expense and Acquisition Expense.

1 unchanged sentence

(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.

(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities, certain other non-operating income and expense items and the difference in value recorded to cost of sales-product related to the misclassification of line fill within inventories (see Note 2.

(6) Total domestic loss from continuing operations before income taxes for the year ended March 31, 2026 was $ 180.9 million and total non-US income from continuing operations before income taxes for the year ended March 31, 2026 was $ 2.1 million.

(7) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(8) Information is presented as of March 31, 2026.

(9) Total assets includes $ 12.6 million of non-US total assets.

2 unchanged sentences

Year Ended March 31, 2025

Water Solutions Crude Oil Logistics Liquids Logistics Total Segments Corporate and Other Consolidated

Water Solutions Crude Oil Logistics Liquids Logistics Total Segments

(in thousands)

4 unchanged sentences

Adjusted EBITDA $ 541,996 $ 66,373 $ 53,369 $ 661,738

Reconciling items:

Plus - all other Adjusted EBITDA ( 38,846 )

Depreciation and amortization 254,732

Amortization in cost of sales - product 257

Interest expense 280,078

1 unchanged sentence

Net unrealized losses on derivatives 3,366

CMA Differential Roll net gains (4) ( 71,285 )

Lower of cost or net realizable value adjustments 2,916

Loss on early extinguishment of liabilities, net 55,281

Revaluation of liabilities ( 6,705 )

Asset retirement obligation accretion 4,200

Equity-based compensation 1,098

Acquisition expense (5) 48,116

Adjustments related to unconsolidated entities (4) 427

Other (5) ( 7,931 )

Loss from continuing operations before income taxes $ ( 156,270 )

Capital expenditures (8) $ 145,048 $ 6,905 $ 15,791 $ 167,744 $ 2,323 $ 170,067

Income from continuing operations before income taxes (6) $ 60,104

Segment capital expenditures $ 208,168 $ 6,915 $ 12,200 $ 227,283

All other capital expenditures 17,967

Total capital expenditures (7) $ 245,250

Total segment assets (8) $ 2,794,777 $ 1,198,501 $ 548,901 $ 4,542,179

All other assets (8) 67,261

Total assets (8) (9) $ 4,609,440

(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.

(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) 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) Total domestic income from continuing operations before income taxes for the year ended March 31, 2025 was $ 57.4 million and total non-US income from continuing operations before income taxes for the year ended March 31, 2025 was $ 2.7 million.

(7) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(8) Information is presented as of March 31, 2025.

(9) Total assets includes $ 13.7 million of non-US total assets.

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Year Ended March 31, 2024

Water Solutions Crude Oil Logistics Liquids Logistics Total Segments Corporate and Other Consolidated

Water Solutions Crude Oil Logistics Liquids Logistics Total Segments

(in thousands)

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Adjusted EBITDA $ 508,308 $ 86,887 $ 53,287 $ 648,482

Reconciling items:

Plus - all other Adjusted EBITDA ( 55,068 )

Depreciation and amortization 266,114

Amortization in cost of sales 14

Interest expense 269,804

Loss on disposal or impairment of assets, net 115,936

Net unrealized gains on derivatives ( 50,438 )

CMA Differential Roll net losses (4) 3,547

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 )

Gain on early extinguishment of liabilities, net ( 6,177 )

Loss on early extinguishment of liabilities, net 55,281

Revaluation of liabilities 2,680

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Equity-based compensation 1,098

Acquisition expense (5) 48,116

Adjustments related to unconsolidated entities (6) 384

Other (7) ( 2,417 )

Income from continuing operations before income taxes $ 9,254

Capital expenditures (7) $ 123,180 $ 9,649 $ 5,704 $ 138,533 $ 2,207 $ 140,740

Loss from continuing operations before income taxes (8) $ ( 156,270 )

Segment capital expenditures $ 145,048 $ 6,905 $ 15,791 $ 167,744

All other capital expenditures 2,323

Total capital expenditures (9) $ 170,067

Segment assets (10) $ 2,885,041 $ 1,368,461 $ 686,885 $ 4,940,387

All other assets (10) 79,707

Total assets (10) (11) $ 5,020,094

(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.

(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.

(2) Amount excludes Accretion Expense.

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.

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(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) Total domestic loss from continuing operations before income taxes for the year ended March 31, 2024 was $ 159.1 million and total non-US income from continuing operations before income taxes for the year ended March 31, 2024 was $ 2.8 million.

(9) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(10) Information is presented as of March 31, 2024.

(11) Total assets includes $ 22.1 million of non-US total assets.

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Accounts receivable-affiliates

Equity method investees $ 595 $ 1,501

Entities affiliated with management $ 313 $ 135

Equity method investees — 595

Total $ 313 $ 730

Accounts payable-affiliates

Equity method investees $ 101 $ 36

Entities affiliated with management $ 1 $ 1

Equity method investees — 101

Total $ 1 $ 102

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Note 13— Employee Benefit Plan

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

The 401(k) plan permits all eligible employees to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations.

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

The 401(k) plan permits all eligible employees to make voluntary pre-tax or after-tax contributions to the plan, subject to applicable tax limitations.

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Actual results can vary from those judgments and assumptions.

We do not have any material contracts with

We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration.

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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 contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively.

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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.

If the customer does not deliver the committed volumes, we receive a shortfall fee.

At each reporting period, we make a determination as to the likelihood of earning this fee.

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Payment recognized in revenue ( 15,153 )

Liabilities held for sale (3) ( 259 )

Contract liabilities at March 31, 2026 $ 13,968

(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).

(1) Amounts do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 18).

(2) Relates to contract liabilities classified as held for sale for the sale of a portion of our Liquids Logistics segment (see Note 18).

Costs to Obtain a Contract with a Customer

Recoverable incremental costs incurred to obtain long-term contracts are capitalized.

Incremental costs are costs that would not have been incurred if the contract was not obtained and consist primarily of sales commissions.

Costs that are not incremental are expensed as incurred.

These capitalized costs are amortized on a systematic basis that is consistent with the pattern of transfer of products or services over the life of the contract.

For contracts in which the amortization period is one year or less, the incremental cost is not capitalized and the amount is expensed as incurred.

As of March 31, 2026, $ 27.2 million of capitalized costs to obtain contracts with customers is included within other noncurrent assets in the consolidated balance sheet.

During the year ended March 31, 2026, $ 0.7 million of amortization expense related to the costs was recorded within operating expense in the consolidated statement of operations.

Note 15— Leases

Lessee Accounting

Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment.

We determine if an agreement contains a lease at the inception of the arrangement.

If an arrangement is determined to contain a lease, we classify the lease as an operating lease or a finance lease depending on the terms of the arrangement.

Our leases are classified as operating and finance leases.

Operating lease right-of-use assets represent our right to use an underlying asset for the lease term when we control the use of the asset by obtaining substantially all of the economic benefits of the asset and directing the use of the asset.

Operating lease liabilities represent our obligation to make lease payments arising from the lease.

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 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.

We do not have any leases that provide for guarantees of residual value.

Our lease agreements may include options to extend or terminate the lease which are included in the measurement of our operating lease liability when it is reasonably certain that we will exercise the option.

Our leasing activity primarily includes product storage, buildings, real estate, railcars, vehicles and equipment.

At the inception of each arrangement, we assess whether it contains a lease and classify it as either an operating or finance lease based on its terms.

Lease right-of-use assets reflect our right to use the asset during the lease term, while lease liabilities represent our obligation to make lease payments.

Leases with an initial term greater than one year are recognized on the balance sheet at the commencement date, measured at the present value of lease payments.

Since the interest rate implicit in our leases is not readily available, we use our incremental borrowing rate, which is the rate we would pay to borrow an amount equal to the lease payments over a similar term and in a similar economic environment.

Some vehicle leases include guarantees of residual value.

Our lease agreements may include options to extend or terminate, which are considered in measuring our lease liability when exercise is reasonably certain.

Lease renewal terms vary from one year to 30 years.

Operating lease expense is recognized on a straight-line basis over the lease term.

We have variable lease payments, including adjustments to lease payments based on an index or rate, such as a consumer price index, fair value adjustments to lease payments, and common area maintenance, real estate taxes, and insurance payments in certain real estate leases.

We also have certain land leas es within our Water Solutions segment that require us to pay a royalty, which could be based on a flat rate per barrel disposed or a percentage of revenue generated.

Variable lease payments are excluded from operating lease right-of-use assets and operating lease liabilities and are expensed as incurred.

Operating lease right-of-use assets also include any lease prepayments and exclude lease incentives.

For leases acquired as a result of an acquisition, the right-of-use asset also includes adjustments for any favorable or unfavorable market terms present in the lease.

We incur variable lease payments, such as adjustments based on an index or rate, such as a consumer price index, fair value adjustments, and charges for common area maintenance, real estate taxes, and insurance.

Certain land leas es in our Water Solutions segment require us to pay royalty payments, either as a flat rate per barrel disposed or a percentage of revenue generated.

Variable lease payments are excluded from lease right-of-use assets and lease liabilities and are expensed as incurred.

Lease right-of-use assets include lease prepayments and exclude lease incentives.

For leases acquired through acquisitions, the right-of-use asset reflects adjustments for any favorable or unfavorable market terms.

Short-term leases with an initial term of 12 months or less that do not include a purchase option, with the exception of railcar leases, are not recorded on the consolidated balance sheet.

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We have lease agreements with lease and non-lease components, which are generally accounted for separately.

For certain leases of buildings and land, we account for the lease and non-lease components as a single lease component based on the election of the practical expedient to not separate lease components from non-lease components.

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.

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, 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.

For certain leases of buildings, land and vehicles, we account for the lease and non-lease components as a single lease component based on the election of the practical expedient to not separate lease components from non-lease components.

The following table summarizes the components of our lease cost for the periods indicated:

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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 the weighted average lease term and weighted average discount rate for the periods indicated:

Year Ended March 31,

Operating leases

Weighted average lease term (years) 5.14 5.54

Weighted average discount rate 8.30 % 8.62 %

Finance leases

Weighted average lease term (years) 2.41 2.33

Weighted average discount rate 8.87 % 14.29 %

The following table summarizes maturities of our lease obligations at March 31, 2026 (in thousands):

Operating Finance

Year Ending March 31, Leases Lease (1)

Year Ending March 31, Leases Leases (1)

2027 $ 40,851 $ 3,209

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Total lease obligations $ 115,619 $ 7,208

(1) At March 31, 2025, the short-term finance lease obligation of less than $ 0.1 million is included in accrued expenses and other payables and the long-term finance lease obligation of $ 0.1 million is included in other noncurrent liabilities in our consolidated balance sheet.

(1) At March 31, 2026, the short-term finance lease obligation of $ 2.7 million is included in accrued expenses and other payables and the long-term finance lease obligation of $ 4.5 million is included in other noncurrent liabilities in our consolidated balance sheet.

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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:

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Operating cash outflows from operating leases $ 42,226 $ 41,541 $ 44,781

Operating cash outflows from finance lease $ 9 $ 12 $ 9

Financing cash outflows from finance lease $ 19 $ 16 $ 10

Operating cash outflows from finance leases $ 456 $ 9 $ 12

Financing cash outflows from finance leases $ 1,593 $ 19 $ 16

Right-of-use assets obtained in exchange for lease obligations

Operating leases $ 36,299 $ 51,060 $ 53,338

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).

Finance leases $ 8,753 $ — $ —

Amounts in the table above do not include operating cash outflows from 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).

During the year ended March 31, 2026, we recorded an impairment of $ 1.5 million related to the remaining biodiesel railcars.

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.

Lessor Accounting and Subleases

Our lessor arrangements include storage and railcar contracts, of which certain agreements contain renewal options for periods of between one year and five years .

Our lessor arrangements include storage, railcar and surface contracts, of which certain agreements contain renewal options for periods of between one year and five years .

We determine if an agreement contains a lease at the inception of the arrangement.

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The valuation allowance considers the risk of loss, even if remote, and considers past events, current conditions and reasonable and supportable forecasts.

We adopted the practical expedient under ASU 2025-05 (see Note 2) that allows us to assume that the current conditions as of the balance sheet date do not change for the remaining life of our current accounts receivable and contract assets.

We are exposed to credit losses primarily through the sale of products and services and notes receivable from third-parties.

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We can require prepayment or collateral to mitigate credit risks.

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

of expected credit loss has occurred.

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.

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.

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Change in provision for expected credit losses 2,514 ( 18 )

Write-offs charged against the provision ( 687 ) —

Allowance for expected credit losses at March 31, 2023 1,472 48

Change in provision for expected credit losses 463 3

Dispositions (see Note 17) ( 146 ) —

Assets held for sale (see Note 18) ( 44 ) —

Write-offs charged against the provision ( 81 ) —

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Dispositions (See Note 17) 18 —

Assets held for sale (see Note 18) ( 44 ) —

Write-offs charged against the provision ( 2,487 ) —

Allowance for expected credit losses at March 31, 2026 $ 1,738 $ 18

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

Dispute Settlement

During the three months ended December 31, 2022, we recorded other income of $ 29.5 million to settle a dispute associated with commercial activities not occurring in the current reporting periods.

We received payment on December 29, 2022.

This amount is recorded within other income, net in our consolidated statement of operations for the year ended March 31, 2023.

Third-party Loan Receivable

As previously disclosed, we had an outstanding loan receivable, including accrued interest, associated with our interest in a facility that was utilized by a third-party.

Due to the bankruptcy of the third-party, we wrote down the remaining outstanding balance to what we expected to collect as an unsecured claim.

At March 31, 2022, the outstanding balance of our unsecured claim was $ 0.6 million, net of an allowance for an expected credit loss, which was recorded within prepaid expenses and other current assets in our consolidated balance sheet.

During the three months ended June 30, 2022, we received $ 1.0 million to settle our unsecured claim and we reversed the allowance for the expected credit loss.

Acquisition and Disposition 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 August 1, 2023.

The loan receivable matures on December 31, 2025.

We recorded a loss of $ 5.4 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024 .

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

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.

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.

Acquisition of Airplanes

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We also executed a guarantee for the benefit of the lender for the outstanding loan.

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Notes to Consolidated Financial Statements (Continued)

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).

Due to these put options, activity for the noncontrolling interest holders has been recorded as redeemable noncontrolling interest in our March 31, 2026 and 2025 consolidated balance sheets (see Note 2).

Purchase and Sale of Marketable Equity Securities

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(“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.

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 for the year ended March 31, 2025.

During the year ended March 31, 2026, we sold the remaining shares of Prairie for $ 6.0 million and recognized a loss of $ 0.6 million within other income, net in our consolidated statement of operations for the year ended March 31, 2026.

Therefore, the sale of all Prairie shares we owned resulted in an overall gain of $ 0.2 million.

Water Solutions

Sale of Certain Saltwater Disposal Assets

On March 31, 2023, we sold certain saltwater disposal assets in the Midland Basin to two third-parties for total consideration of $ 13.6 million, of which $ 5.0 million was in cash and $ 8.6 million was a loan receivable.

The buyer also assumed certain asset retirement obligations and contingent consideration liabilities associated with the saltwater disposal assets.

Interest on the loan receivable is based on the prime rate and is due monthly beginning on September 1, 2023.

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 .

On July 25, 2023, we entered into an agreement in which we terminated a minimum volume water disposal contract and sold certain saltwater disposal assets and intangible assets in the Pinedale Anticline Basin to a third-party for total consideration of $ 8.7 million in cash.

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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

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Notes to Consolidated Financial Statements (Continued)

with the saltwater disposal assets.

The buyer also assumed certain asset retirement obligations associated 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.

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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.

Upon classification as held for sale, 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 loan receivable matured on September 30, 2025.

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.

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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.

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Notes to Consolidated Financial Statements (Continued)

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.

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 $ 40.3 million in cash, plus working capital.

As discussed below, 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.

We also recorded a loss of $ 1.0 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, 2026.

We classified the assets and liabilities as held for sale as of March 31, 2025 (see Note 18).

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.

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In addition, the buyer purchased inventory for $ 0.2 million.

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Notes to Consolidated Financial Statements (Continued)

Exiting a Business

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We liquidated all of our inventory and renewable identification numbers by March 31, 2025.

Fiscal Year 2026 Transactions

On April 30, 2025, we completed the Wholesale Propane Disposition and the sale of our refined products business for total consideration of approximately $ 156.3 million in cash, plus working capital.

We recorded a gain on each transaction totaling a combined $ 55.4 million, of which $ 17.1 million is recorded within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2026 and $ 38.3 million is recorded within discontinued operations (see Note 18).

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Notes to Consolidated Financial Statements (Continued)

Crude Oil Logistics

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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

On March 30, 2023, we sold our marine assets to two third-parties for total consideration of $ 111.7 million in cash less estimated expenses of approximately $ 7.5 million.

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 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.

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).

During the year ended March 31, 2026, we sold all of these railcars for total consideration of $ 6.7 million in cash and we recognized a gain of $ 1.9 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2026.

In a separate transaction, on May 16, 2025, we sold 68 railcars to a third-party for total consideration of $ 2.1 million in cash and we recognized a gain of $ 0.1 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2026.

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.

Also, as discussed in Note 1 and Note 17, 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.

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

The following tables summarize the major classes of assets and liabilities classified as held for sale by segment at March 31, 2025 (in thousands):

Water Solutions Crude Oil Logistics Liquids Logistics Total

(in thousands)

Assets Held for Sale

19 unchanged sentences

Total liabilities held for sale $ 94 $ — $ 42,009 $ 42,103

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)

(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)

The following table summarizes the major classes of assets and liabilities classified as discontinued operations in our Liquids Logistics segment at March 31, 2025 (in thousands):

Assets of Discontinued Operations

Accounts receivable, net $ 67,350

Inventories — 18,873

Prepaid expenses and other current assets 82

Operating lease right-of-use assets — 1,719

Total assets of discontinued operations $ 67,432

2 unchanged sentences

Accrued expenses and other payables 4,295

Operating lease obligations-current — 1,703

Total liabilities of discontinued operations $ 52,749

8 unchanged sentences

Depreciation and amortization — 223 409

Loss on disposal or impairment of assets, net 1,995 — 112

Operating (loss) income from discontinued operations ( 21,484 ) 15,659 45,178

(Gain) loss on disposal or impairment of assets, net ( 38,290 ) 1,995 —

Operating income (loss) from discontinued operations 39,406 ( 21,484 ) 15,659

Interest expense ( 5 ) ( 225 ) ( 119 )

Other (expense) income, net ( 45 ) ( 7 ) 11

(Loss) income from discontinued operations before taxes ( 21,716 ) 15,551 43,509

Income (loss) from discontinued operations before taxes 39,356 ( 21,716 ) 15,551

Income tax expense ( 16 ) ( 110 ) ( 947 )

(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

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.

Income (loss) from discontinued operations, net of tax $ 39,340 $ ( 21,826 ) $ 14,604

(1) Negative amounts relate to prior period adjustments.

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