Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common units are listed on the New York Stock Exchange (“NYSE”) under the symbol “NGL.” At May 26, 2026, there were approximately 60 common unitholders of record which does not include unitholders for whom common units may be held in “street name.”
Cash Distribution Policy
Available Cash
Our Partnership Agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our Partnership Agreement) to unitholders as of the record date. Available cash for any quarter generally consists of all cash on hand at the end of that quarter, less the amount of cash reserves established by our GP, to (i) provide for the proper conduct of our business, (ii) comply with applicable law, any of our debt instruments or other agreements, and (iii) provide funds for distributions to our unitholders and to our GP for any one or more of the next four quarters.
General Partner Interest
Our GP is entitled to 0.1% of all quarterly distributions that we make prior to our liquidation. Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% GP interest. Our GP’s interest in our distributions may be reduced if we issue additional limited partner units in the future (other than the issuance of common units upon a reset of the IDRs) and our GP does not contribute a proportionate amount of capital to us to maintain its 0.1% GP interest. As of March 31, 2026, we own 8.69% of our GP.
Incentive Distribution Rights
The GP will also receive, in addition to distributions on its 0.1% GP interest, additional distributions based on the level of distributions to the limited partners. These distributions are referred to as “incentive distributions” or “IDRs.” Our GP currently holds the IDRs, but may transfer these rights separately from its GP interest.
The following table illustrates the percentage allocations of available cash from operating surplus between our limited partner unitholders and our GP based on the specified target distribution levels. The amounts set forth under “Marginal Percentage Interest In Distributions” are the percentage interests of our GP and our limited partner unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit,” until available cash from operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for our limited partner unitholders and our GP for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our GP include its 0.1% GP interest, and assume that our GP has contributed any additional capital necessary to maintain its 0.1% GP interest and has not transferred its IDRs.
Marginal Percentage Interest In Distributions
Total Quarterly Distribution Per Unit Limited Partner Unitholders General
Partner (1)
Minimum quarterly distribution $ 0.337500 99.9 % 0.1 %
First target distribution above $ 0.337500 up to $ 0.388125 99.9 % 0.1 %
Second target distribution above $ 0.388125 up to $ 0.421875 86.9 % 13.1 %
Third target distribution above $ 0.421875 up to $ 0.506250 76.9 % 23.1 %
Thereafter above $ 0.506250 51.9 % 48.1 %
(1) The maximum distribution of 48.1% does not include distributions that our GP may receive on common units that it owns.
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Restrictions on the Payment of Distributions
As described in Note 7 to our consolidated financial statements included in this Annual Report, the ABL Facility, 2026 Term Loan B and Indenture contain covenants limiting our ability to pay distributions if we are in default under these agreements. Also, the 2026 Term Loan B and Indenture restrict us from paying distributions if our total leverage ratio (as defined within the Indenture and 2026 Term Loan B agreement) for the most recently ended four full fiscal quarters at the time of the distribution is greater than 4.75 to 1.00, while the ABL Facility restricts the payment of distributions if certain payment conditions (as defined in the ABL Facility) are below certain thresholds. In addition, quarterly distributions on the Preferred Units must be fully paid for all preceding fiscal quarters before we are permitted to declare or pay any distributions on our common units.
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, including pursuant to a repurchase program 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 our common units.
The following table summarizes our common unit repurchases during the three months ended March 31, 2026:
Total Number of
Common Units Approximate Dollar Value
Total Number of Average Price Purchased as Part of Common Units
Common Units Paid Per of Publicly Announced that May Yet be Purchased
Period Purchased Common Unit Program under the Program
January 1-31, 2026 297,126 $ 9.5444 297,126 $ 285,543
February 1-28, 2026 — $ — — $ 285,543
March 1-31, 2026 — $ — — $ 285,543
297,126 297,126
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. Due to our new program, we do not intend to use the funds remaining under the old program.
Securities Authorized for Issuance Under Equity Compensation Plan
In connection with receiving shareholder approval on February 9, 2026, we adopted the 2025 Long-Term Incentive Plan. Please read “Securities Authorized for Issuance Under Equity Compensation Plan,” in Part III, Item 12–”Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters,” which is incorporated by reference into this Item 5.
Item 6. [Reserved]