Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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 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. Based on this evaluation, the principal executive officer and principal financial officer of our GP have concluded that as of March 31, 2026, such disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
The management of our Delaware limited partnership (“Partnership”) and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13(a)-15(f). Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO framework.
Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of March 31, 2026.
Our internal control over financial reporting as of March 31, 2026 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report, which appears below in this section of the Annual Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting (as defined in Rule 13(a)-15(f) of the Exchange Act) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
86
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of NGL Energy Holdings LLC and
Unitholders of NGL Energy Partners LP
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of NGL Energy Partners LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of March 31, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended March 31, 2026, and our report dated May 28, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
May 28, 2026
87
Item 9B. Other Information
During the three months ended March 31, 2026, no director or officer of the Partnership adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Board of Directors of our General Partner
NGL Energy Holdings LLC, our general partner (“GP”), manages our operations and activities on our behalf through its directors and executive officers. Unitholders are not entitled to elect the directors of our GP or directly or indirectly participate in our management or operations. The NGL Energy GP investor group, which includes 43 individuals and entities that own all of the outstanding membership interests in our GP (“NGL Energy GP Investor Group”), appoints all members to the board of directors of our GP.
The board of directors of our GP currently has six members. The board of directors of our GP has determined that Mr. James M. Collingsworth, Mr. Bryan K. Guderian and Mr. Derek S. Reiners satisfy the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) independence requirements. The NYSE does not require a listed publicly traded limited partnership like NGL to have a majority of independent directors on the board of directors of its general partner. In addition, we are not required to have a nominating and corporate governance committee.
In evaluating director candidates, the NGL Energy GP Investor Group assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the ability of the board of directors of our GP to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the board to fulfill their duties. Our GP has no minimum qualifications for director candidates. In general, however, the NGL Energy GP Investor Group reviews and evaluates both incumbent and potential new directors in an effort to achieve diversity of skills and experience among the directors of our GP and in light of the following criteria:
• experience in business, government, education, technology or public interests;
• high-level managerial experience in large organizations;
• breadth of knowledge regarding our business and industry;
• specific skills, experience or expertise related to an area of importance to us, such as energy production, consumption, distribution or transportation, government, policy, finance or law;
• moral character and integrity;
• commitment to our unitholders’ interests;
• ability to provide insights and practical wisdom based on experience and expertise;
• ability to read and understand financial statements; and
• ability to devote the time necessary to carry out the duties of a director, including attendance at meetings and consultation on partnership matters.
Although our GP does not have a formal policy in regard to the consideration of diversity in identifying director nominees, qualified candidates for nomination to the board are considered without regard to race, color, religion, gender, ancestry or national origin.
88
Directors and Named Executive Officers
Directors of our GP are appointed by the NGL Energy GP Investor Group and hold office until their successors have been duly elected and qualified or until the earlier of their death, resignation, removal or disqualification. Named executive officers are appointed by, and serve at the discretion of, the board of directors of our GP. The following table summarizes information regarding the directors of our GP and our named executive officers as of May 28, 2026.
Name Age Position with NGL Energy Holdings LLC
H. Michael Krimbill 72 Chief Executive Officer and Director
Bradley P. Cooper 50 Executive Vice President and Chief Financial Officer
Lawrence J. Thuillier 55 Chief Accounting Officer
L. Ryan Collins 40 Executive Vice President and General Counsel and Secretary
Jennifer L. Kingham 54 Executive Vice President and Chief Information Officer
Shawn W. Coady 64 Director
James M. Collingsworth 71 Director
Bryan K. Guderian 66 Director
John T. Raymond 55 Director
Derek S. Reiners 55 Director
H. Michael Krimbill . Mr. Krimbill has served as our Chief Executive Officer since October 2010 and as a member of the board of directors of our GP since its formation in September 2010. Mr. Krimbill was the President and Chief Financial Officer of Energy Transfer Partners, L.P. from 2004 until his resignation in January 2007. Mr. Krimbill joined Heritage Propane Partners, L.P., the predecessor of Energy Transfer Partners, L.P., as Vice President and Chief Financial Officer in 1990. Mr. Krimbill was President of Heritage Propane Partners, L.P. from 1999 to 2000 and President and Chief Executive Officer of Heritage Propane Partners, L.P. from 2000 to 2005. Mr. Krimbill also served as a director of Energy Transfer Equity, the general partner of Energy Transfer Partners, L.P., from 2000 to January 2007, Williams Partners L.P. from 2007 to September 2012, and Pacific Commerce Bank from January 2011 to March 2015.
Mr. Krimbill brings leadership, oversight and financial experience to the board. Mr. Krimbill provides expertise in managing and operating a publicly traded partnership, including substantial expertise in successfully acquiring and integrating midstream businesses. Mr. Krimbill also brings financial expertise to the board, including his prior service as a chief financial officer. Mr. Krimbill’s experience serving on other public company boards is also a valuable asset to the board of directors of our GP.
Bradley P. Cooper . Mr. Cooper has served as our Executive Vice President and Chief Financial Officer since January 13, 2023. Mr. Cooper served as our Senior Vice President, Administration and Risk from June 2021, when he joined NGL, to January 2023. Mr. Cooper spent 10 years with WPX Energy, Inc. (“WPX”) where he was Vice President of Finance and Treasurer. Prior to WPX, Mr. Cooper was at The Williams Companies (“Williams”) where he held various corporate finance and risk management leadership roles.
Lawrence J. Thuillier. Mr. Thuillier has served as our Chief Accounting Officer since January 2016. Prior to joining NGL, Mr. Thuillier served in various roles at Eagle Rock Energy Partners, L.P. from December 2007 through October 2015, most recently as Vice President of Financial Reporting and Corporate Controller. Mr. Thuillier served as Assistant Corporate Controller for Exterran Holdings, Inc. (formerly Universal Compression) from November 2006 through November 2007. Prior to that, Mr. Thuillier served in various roles at Deloitte & Touche LLP, most recently as Audit Senior Manager.
L. Ryan Collins. Mr. 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. Mr. Collins joined NGL in August 2015 and previously served as our Senior Vice President and Assistant General Counsel. Prior to joining NGL, Mr. Collins practiced law in the Tulsa, Oklahoma area, during which time his practice specialized in complex business transactions, real estate, banking, corporate governance, corporate management, and management of litigation.
Jennifer L. Kingham . Ms. Kingham has served as our Executive Vice President and Chief Information Officer since March 2024. Ms. Kingham served as our Senior Vice President and Chief Information Officer from February 2018 to March 2024 and as our Chief Information Officer from April 2014 to February 2018. Prior to joining NGL, Ms. Kingham was the Chief Information Officer and held Information Technology (“IT”) Audit Management positions at a professional advisory firm for nine years. Additionally, Ms. Kingham spent nine years of her career at Williams in various IT technical and successive management positions.
89
Shawn W. Coady . Dr. Coady served as our President and Chief Operating Officer, Retail Division, from April 2012 to March 2018, when we sold a portion of our Retail Propane segment to DCC LPG (“DCC”), and previously served as our Co-President and Chief Operating Officer, Retail Division from October 2010 through April 2012. Dr. Coady served as an executive officer of DCC from April 2018 until his retirement in December 2020. Dr. Coady served as a member of the board of directors of our GP since its formation in September 2010. Dr. Coady has served as an officer of Hicks Oils & Hicksgas, Incorporated (“HOH”), from March 1989 to September 2010 when HOH contributed its propane and propane related assets to Hicksgas LLC, and the membership interests in Hicksgas LLC were contributed to us as part of our formation transactions. Dr. Coady was also the President of Hicksgas Gifford, Inc. from March 1989 until the membership interests in the company were contributed to us as part of our formation transactions. Dr. Coady has served as a director for the National Propane Gas Association from 2004 to 2015 and as a member of the executive committee of the Illinois Propane Gas Association from 2004 to March 2015.
Dr. Coady brings valuable operational experience to the board. Dr. Coady has over 25 years of experience in the retail propane industry, and provides expertise in both acquisition and organic growth strategies. Dr. Coady also provides insight into developments and trends in the propane industry through his leadership roles in industry associations.
James M. Collingsworth . Mr. Collingsworth has served on the board of directors of our GP since January 2015. Mr. Collingsworth previously served as a Senior Vice President of the general partner of Enterprise Products Partners L.P. from November 2001 through January 2014. Prior to that, Mr. Collingsworth served as a board member of Texaco Canada Petroleum Inc. from July 1998 to October 2001 and was employed by Texaco from 1991 to 2001 in various management positions, including Senior Vice President of NGL Assets and Business Services from July 1998 to October 2001. Prior to joining Texaco, Mr. Collingsworth was director of feedstocks for Rexene Petrochemical Company from 1988 to 1991 and served in the MAPCO, Inc. organization from 1973 to 1988 in various capacities, including customer service and business development manager of the Mid-America and Seminole pipelines. Mr. Collingsworth served as a director of American Ethane Co. Mr. Collingsworth currently serves on the board of directors of Martin Midstream Partners L.P.
Mr. Collingsworth brings a wealth of in-depth industry experience to the board. Mr. Collingsworth has worked in all facets of the midstream and petrochemical industry for more than 40 years.
Bryan K. Guderian . Mr. Guderian joined the board of directors of our GP in May 2012. Mr. Guderian currently serves as a Principal of BKG Consulting LLC, an energy related consulting firm. Mr. Guderian has served as Executive Vice President of Business Development of WPX from February 2018 until his retirement in January 2021. Mr. Guderian served as Senior Vice President of Business Development of WPX from October 2014 to February 2018 and as Senior Vice President of Operations of WPX from August 2011 to October 2014. Mr. Guderian previously served as Vice President of the Exploration & Production unit of Williams from 1998 until August 2011, where he had responsibility for overseeing international operations. Mr. Guderian served as a director of Apco Oil & Gas International Inc., from 2002 to 2015 and as a director of Petrolera Entre Lomas S.A. from 2003 to 2015.
Mr. Guderian brings considerable upstream experience to the board including executive, operational and financial expertise from 40 years of petroleum industry involvement, the majority of which has been focused in exploration and production.
John T. Raymond. Mr. Raymond joined the board of directors of our GP in August 2013. Mr. Raymond is the Founder and Majority Owner of The Energy & Minerals Group (“EMG”) of which he has been a Managing Partner and the Chief Executive Officer since its September 2006 inception. Mr. Raymond has held executive leadership positions with various energy companies, including President and Chief Executive Officer of Plains Resources Inc. (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. Mr. Raymond also currently serves as a director of Ferus Inc., Ferus Natural Gas Fuels Inc., MarkWest Utica EMG, LLC and PAA GP Holdings LLC. Mr. Raymond manages various private investments through personally held Lynx Holdings, LLC.
Mr. Raymond brings extensive financial and industry experience to the board. As a director for other public companies, Mr. Raymond also provides cross board experience.
Derek S. Reiners. Mr. Reiners joined the board of directors of our GP in December 2019. Mr. Reiners currently serves as the President of Contango Energy Capital LLC, a privately held investment and consulting firm. Prior to that, Mr. Reiners served in various senior financial and accounting roles at ONEOK, Inc. and ONEOK Partners, L.P. from August 2009 to May 2019, including Senior Vice President and Chief Accounting Officer from August 2009 to December 2012, Senior Vice
90
President, Chief Financial Officer and Treasurer from January 2013 to May 2017 and Senior Vice President, Finance and Treasurer from June 2017 to May 2019. Prior to joining ONEOK, Mr. Reiners was a partner at Grant Thornton LLP from August 2004 to July 2009. Mr. Reiners currently serves on the board of directors of a community bank in Oklahoma. Mr. Reiners is a certified public accountant.
Mr. Reiners brings extensive executive, financial and operational experience to the board. With over ten years of experience in the natural gas liquids industry in numerous positions, Mr. Reiners provides valuable insight into our business and industry.
Director Appointment Rights
The Limited Liability Company Agreement of NGL Energy Holdings LLC grants certain parties the right to designate a specified number of persons to serve on the board of directors of our GP. EMG NGL HC LLC has the right to designate one person to serve on the board of directors of our GP, and has designated John T. Raymond. The Coady Group (which consists of certain entities controlled by Shawn W. Coady and his brother Todd M. Coady) and the investors who formed the Partnership (“IEP Parties”) (which consists of certain entities controlled by H. Michael Krimbill, and two other investors) each have the right to designate one person to serve on the board of directors of our GP. The Coady Group has designated Shawn W. Coady and the IEP Parties have designated H. Michael Krimbill.
Board Leadership Structure and Role in Risk Oversight
The board of directors of our GP believes that whether the offices of chairman of the board and chief executive officer are combined or separated should be decided by the board, from time to time, in its business judgment after considering relevant circumstances. The board of directors of our GP currently does not have a chairman, although our chief executive officer, Mr. Krimbill, presides over the meetings.
The board of directors of our GP and its committees regularly review material operational, financial, compensation and compliance risks with senior management. In particular, the audit committee is responsible for risk oversight with respect to financial and compliance risks and risks relating to our audit and independent registered public accounting firm. Our compensation committee considers risk in connection with its design and evaluation of compensation programs for our senior management. Each committee regularly reports to the board of directors of our GP regarding its respective risk oversight role.
Audit Committee
The board of directors of our GP has established an audit committee. The audit committee assists the board in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and partnership policies and controls. The audit committee has the sole authority to, among other things:
• retain and terminate our independent registered public accounting firm;
• approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm; and
• establish policies and procedures for the pre-approval of all non-audit services and tax services to be rendered by our independent registered public accounting firm.
The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the audit committee and our management, as necessary.
Mr. Collingsworth, Mr. Guderian and Mr. Reiners currently serve on the audit committee, and Mr. Reiners serves as the chairman. The board of directors of our GP has determined that Mr. Reiners is an “audit committee financial expert” as defined under SEC rules and that each member of the audit committee is financially literate. In compliance with the requirements of the NYSE, all of the members of the audit committee are independent directors, as defined in the applicable NYSE and Exchange Act rules.
91
Compensation Committee
The board of directors of our GP has established a compensation committee. The compensation committee’s responsibilities include the following, among others:
• establishing the GP’s compensation philosophy and objectives;
• approving the compensation of the Chief Executive Officer and other officers;
• making recommendations to the board of directors with respect to the directors; and
• reviewing and making recommendations to the board of directors with respect to incentive compensation and equity-based compensation plans.
Mr. Collingsworth, Mr. Guderian and Mr. Reiners currently serve on the compensation committee, and Mr. Guderian serves as the chairman. The board of directors of our GP has determined that Mr. Collingsworth, Mr. Guderian and Mr. Reiners are independent directors, as defined in the applicable NYSE and Exchange Act rules.
Corporate Governance
The board of directors of our GP has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, or Code of Ethics, which applies to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller and all other senior financial and accounting officers of our GP. Amendments to or waivers from the Code of Ethics will be disclosed on our website. The board of directors of our GP has also adopted Corporate Governance Guidelines that outline important policies and practices regarding our governance and a Code of Business Conduct and Ethics that applies to the directors, officers and employees of our GP and the Partnership.
We make available free of charge, within the “Governance” section of our website at www.nglenergypartners.com/governance, and in print to any unitholder who so requests, the Code of Ethics, the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the charters of the audit committee and the compensation committee of the board of directors of our GP. Requests for print copies may be directed to Investor Relations at investorinfo@nglep.com or to Investor Relations, NGL Energy Partners LP, 6120 South Yale Avenue, Suite 1300, Tulsa, Oklahoma 74136 or made by telephone at (918) 481-1119. The information contained on, or connected to, our website is not incorporated by reference into this Annual Report and should not be considered part of this or any other report that we file with or furnish to the SEC.
Insider Trading
The board of directors of our GP has adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to us. While NGL Energy Partners LP is not subject to the insider trading policy itself, NGL Energy Partners LP will not engage in transactions in its securities while aware of material nonpublic information. Our insider trading policies have been incorporated by reference as Exhibit 19.1 and Exhibit 19.2 to this Annual Report.
Meeting of Non-Management Directors and Communications with Directors
At each quarterly meeting of the audit committee and/or the board of directors of our GP, our independent directors meet in an executive session without participation by management or non-independent directors. Mr. Reiners presides over these executive sessions.
Unitholders or interested parties may communicate directly with the board of directors of our GP, any committee of the board, any independent directors, or any one director, by sending written correspondence by mail addressed to the board, committee or director to the attention of our Secretary at the following address: Name of the Director(s), c/o Secretary, NGL Energy Partners LP, 6120 South Yale Avenue, Suite 1300, Tulsa, Oklahoma 74136. Communications are distributed to the board, committee, or director as appropriate, depending on the facts and circumstances outlined in the communication.
92
Item 11. Executive Compensation
Compensation Discussion and Analysis
The year “2026” in the Compensation Discussion and Analysis and the summary compensation table refers to our fiscal year ended March 31, 2026.
Introduction
The board of directors of our GP has responsibility and authority for compensation-related decisions for our executive officers. The board of directors of our GP has formed a compensation committee to develop our compensation program and to approve the compensation of the Chief Executive Officer and other officers. Our executive officers are also officers of our operating companies. While we reimburse our GP and its affiliates for all expenses they incur on our behalf, our executive officers do not receive any additional compensation for the services they provide to our GP.
Our “named executive officers” for fiscal year 2026 were:
• H. Michael Krimbill–Chief Executive Officer
• Bradley P. Cooper–Executive Vice President and Chief Financial Officer
• Lawrence J. Thuillier–Chief Accounting Officer
• Jennifer L. Kingham–Executive Vice President and Chief Information Officer
• L. Ryan Collins–Executive Vice President and General Counsel and Secretary
Compensation Philosophy
Our compensation philosophy emphasizes pay-for-performance, focused primarily on the ability to reinstate sustainable quarterly distributions to our unitholders. Pay-for-performance is based on a combination of our performance and the individual executive officer’s contribution to our performance. We believe this pay-for-performance approach generally aligns the interests of our executive officers with the interests of our unitholders, and at the same time enables us to maintain a lower level of cash compensation expense in the event our operating and financial performance do not meet our expectations.
Our executive compensation program is designed to provide a total compensation package that allows us to:
• Attract and retain individuals with the background and skills necessary to successfully execute our business strategies;
• Motivate those individuals to reach short-term and long-term goals in a way that aligns their interests with the interests of our unitholders; and
• Reward success in reaching those goals.
Factors Enhancing Alignment with Unitholder Interests
• At risk incentive compensation based on annual financial performance;
• No excise tax gross-ups; and
• Compensation committee engages an independent compensation adviser.
Compensation Setting Process
Our compensation program for our named executive officers supports our philosophy of pay-for-performance.
• Role of Management: Our Chief Executive Officer provides periodic recommendations to the compensation committee and the board of directors of our GP regarding the compensation of our named executive officers, other than his own.
• 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,
93
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
As part of our pay-for-performance approach to executive compensation, the compensation of our executive officers includes a significant component of incentive compensation based on our performance. The following table summarizes the primary elements of compensation in our executive compensation program:
Objective Supported
Element Primary Purpose How Amount Determined Attract &
Retain Motivate &
Pay-for-
Performance Unitholder
Alignment
Base Salary Fixed income to compensate executive officers for their level of responsibility, expertise and experience
Based on competition in the marketplace for executive talent and abilities
X
Discretionary Cash Bonus Awards Rewards achievement of specific annual financial and operational performance goals
Based on the named executive officer’s relative contribution to the ongoing business of the Partnership
X X X
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
X X X
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
X X X
Base Salary
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.
Our named executive officers are entitled to the following annual base salaries:
Name Fiscal Year Ended
March 31, 2025
Base Salary Rate (1)
($) Fiscal Year Ended
March 31, 2026
Base Salary Rate (2)
($)
H. Michael Krimbill 835,000 835,000
Bradley P. Cooper 625,000 625,000
Lawrence J. Thuillier 385,000 400,000
Jennifer L. Kingham 425,000 440,000
L. Ryan Collins 450,000 500,000
(1) Mr. Krimbill’s, Mr. Cooper’s, Mr. Thuillier’s, Ms. Kingham’s and Mr. Collins’s base salary rates became effective on March 23, 2025.
(2) Mr. 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.
94
Discretionary Cash Bonus Awards
None of the named executive officers is subject to a formal cash bonus plan, and any cash bonuses are at the discretion of the compensation committee of the board of directors of our GP. During fiscal year 2026, cash bonuses of $1.8 million, $1.0 million, $0.3 million, $0.4 million and $0.4 million were paid to Mr. Krimbill, Mr. Cooper, Mr. Thuillier, Ms. Kingham and Mr. Collins, respectively.
Long-Term Equity Incentive Awards
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, 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. Cooper, 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.
Severance and Change in Control Benefits
We do not provide any severance or change of control benefits to our named executive officers.
401(k) Plan
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). Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service.
Other Benefits
We do not maintain a defined benefit or pension plan for our executive officers, because we believe such plans primarily reward longevity rather than performance. 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.
Clawback Policy
Effective October 2, 2023, we adopted a clawback policy, providing for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements. The policy applies to incentive compensation that is granted, earned or vested based in whole or in part upon the attainment of a financial reporting measure, and the policy provides for the reimbursement or forfeiture of excess incentive compensation in the three fiscal years following the accounting restatement date. A copy of the clawback policy is filed as Exhibit 97.1 to this Form 10-K.
Employment Agreements
As of March 31, 2026, there were no employment agreements for the named executive officers.
95
Deductibility of Compensation
We believe that the compensation paid to the named executive officers is generally fully deductible for federal income tax purposes. We are a limited partnership and do not meet the definition of a “corporation” subject to deduction limitations under Section 162(m) of the Internal Revenue Code of 1986, as amended.
Compensation Committee Report
The compensation committee of the board of directors of our GP has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on this review and discussion, the compensation committee recommended to the board of directors of our GP that the Compensation Discussion and Analysis be included in this Annual Report.
Members of the Compensation Committee:
Bryan K. Guderian (Chairman)
James M. Collingsworth
Derek S. Reiners
Relation of Compensation Policies and Practices to Risk Management
Our compensation arrangements contain a number of design elements that serve to minimize the incentive for taking excessive or inappropriate risk to achieve short-term, unsustainable results. This includes using restricted unit grants as a significant element of executive compensation, as the restricted units are designed to reward the executive officers based on the long-term performance of the Partnership. In combination with our risk management practices, we do not believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2026, James M. Collingsworth, Bryan K. Guderian and Derek S. Reiners served on the compensation committee. None of these individuals is an employee or an officer of our GP.
96
Summary Compensation Table
The following table summarizes the compensation earned by our named executive officers for fiscal years 2024 through 2026.
Name and Position Fiscal
Year Salary
($) Bonus
($) All Other
Compensation (1)
($) Total
($)
H. Michael Krimbill 2026 806,096 1,750,000 20,073 2,576,169
Chief Executive Officer 2025 772,308 2,000,000 22,304 2,794,612
2024 675,769 2,000,000 19,953 2,695,722
Bradley P. Cooper 2026 603,365 950,000 1,457,416 3,010,781
Executive Vice President and 2025 579,230 1,000,000 18,905 1,598,135
Chief Financial Officer 2024 482,692 600,000 17,227 1,099,919
Lawrence J. Thuillier 2026 371,673 275,000 462,476 1,109,149
Chief Accounting Officer 2025 357,192 300,000 18,232 675,424
2024 323,404 335,000 17,164 675,568
Jennifer L. Kingham 2026 410,288 350,000 496,375 1,256,663
Executive Vice President and 2025 386,154 350,000 16,408 752,562
Chief Information Officer 2024 376,500 300,000 16,003 692,503
L. Ryan Collins (2) 2026 434,423 400,000 738,353 1,572,776
Executive Vice President and 2025 340,115 310,000 17,796 667,911
General Counsel and Secretary
(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. Cooper, 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.
(2) Mr. Collins became Senior Vice President and General Counsel and Secretary on October 2, 2024, and thus was not a named executive officer prior to fiscal year 2025.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our Chief Executive Officer, Mr. Krimbill, to the median of the annual total compensation of our employees for our last fiscal year.
For the year ended March 31, 2026:
• The median of the annual total compensation of all employees (other than the Chief Executive Officer) was $93,972; and
• The annual total compensation of Mr. Krimbill, as reported in the Summary Compensation Table above, was $2,576,169.
Based on the information for the year ended March 31, 2026, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was approximately 27 to 1.
To determine our median employee, we identified each individual employed by us on January 1, 2026, our determination date. As of that date, we had 451 employees located in two countries. We identified the median employee by examining only base pay plus overtime for the period from January 1, 2025 through December 31, 2025. We included all employees, with the exception of three employees that work in Canada, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions or adjustments to any base pay plus overtime amounts. After identifying the median employee, we calculated the annual total compensation for the median employee using the same methodology we use to calculate total annual compensation for our named executive officers, as set forth in the Summary Compensation Table above.
97
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Hedging of Partnership Common Units
Our supplemental trading policy prohibits directors, named executive officers and other designated employees from the following transactions: (i) trading puts or calls or engaging in short sales with respect to our common units, or (ii) engaging in certain hedging transactions, such as zero-cost collars, equity swaps, prepaid variable forward contracts and exchange funds, that are designed to hedge or offset a decrease in the market value of their holdings. Our supplemental trading policy also specifies that officers, certain employees and directors may not pledge our common units as collateral for any loan without prior notice and these individuals may not hold our common units in a margin account unless our common units are not taken into account in determining their margin requirements and they have given prior notice to their broker of their affiliation and status with the Partnership and any restrictions applicable to our common units with respect to their sale.
Director Compensation
Officers or employees of our GP or its affiliates who also serve as directors do not receive additional compensation for their service as a director of our GP. Each director who is not an officer or employee of our GP or its affiliates receives the following cash compensation for his board service:
• an annual retainer of $180,000;
• an annual retainer of $25,000 for the chairman of the audit committee;
• an annual retainer of $15,000 for the chairman of the compensation committee;
• an annual retainer of $15,000 for each member of the audit committee other than the chairman; and
• an annual retainer of $10,000 for each member of the compensation committee other than the chairman.
All of our directors are also reimbursed for all out-of-pocket expenses incurred in connection with attending board or committee meetings. Each director is indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.
The following table summarizes the compensation earned during fiscal year 2026 by each director who is not an officer or employee of our GP or its affiliates:
Name Total Compensation (1)
($)
Shawn W. Coady 180,000
James M. Collingsworth 205,000
Bryan K. Guderian 210,000
Derek S. Reiners 215,000
(1) All of the compensation was paid in cash.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table summarizes the beneficial ownership, as of May 26, 2026, of our common units by:
• each person or group of persons known by us to be a beneficial owner of more than 5% of our outstanding common units;
98
• each director of our GP;
• each named executive officer of our GP; and
• all directors and executive officers of our GP as a group.
Beneficial Owners Common Units
Beneficially
Owned Percentage of
Common Units
Beneficially
Owned (1)
5% or greater unitholders (other than officers and directors):
Invesco Ltd. (2) 19,562,133 15.67 %
Bank of America Corp /DE/ (3) 8,283,983 6.64 %
Directors and named executive officers:
Shawn W. Coady (4) 2,652,195 2.12 %
James M. Collingsworth (5) 739,870 *
L. Ryan Collins 28,733 *
Bradley P. Cooper 200,000 *
Bryan K. Guderian 122,500 *
Jennifer L. Kingham 92,687 *
H. Michael Krimbill (6) 5,025,018 4.03 %
John T. Raymond 50,000 *
Derek S. Reiners 126,000 *
Lawrence J. Thuillier 84,298 *
All directors and executive officers as a group (10 persons) (7) 9,121,301 7.31 %
* Less than 1.0%
(1) Based on 124,814,289 common units outstanding at May 26, 2026.
(2) The mailing address for Invesco Ltd. is 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309. Invesco Ltd. reported sole voting and dispositive power with respect to all common units beneficially owned. The information related to Invesco Ltd. is based upon its Schedule 13G/A filed with the SEC on February 12, 2024.
(3) The mailing address for Bank of America Corp /DE/ is 100 N Tyron Street, Charlotte, NC 28255. Bank of America Corporation on behalf of itself and its wholly owned subsidiaries Bank of America N.A. reported shared voting power with respect to 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 13G/A filed with the SEC on April 27, 2026.
(4) Dr. Coady owns 172,304 of these common units. SWC Family Partnership LP owns 2,320,391 of these common units. SWC Family Partnership LP is solely owned by SWC General Partner, LLC, of which Dr. Coady is the sole member. Dr. Coady 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. The 2012 Shawn W. Coady Irrevocable Insurance Trust, which was established for the benefit of Shawn W. Coady’s children, owns 135,000 of these common units. Dr. Coady 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. The Tara Nicole Coady Trust II, of which the reporting person is the trustee, owns 12,250 of these common units. The Colleen Blair Coady Trust, of which the reporting person is the trustee, owns 12,250 of these common units. Dr. Coady also owns a 12.27% interest in our GP through Coady Enterprises, LLC, of which he owns 100% of the membership interests.
(5) Mr. Collingsworth owns 727,500 of these common units. Mr. Collingsworth holds 2,000 of these common units jointly with his spouse, Cindy Collingsworth. Cindy Collingsworth and her sister jointly own 9,500 of these common units. Cindy Collingsworth owns 870 of these common units.
(6) Mr. Krimbill owns 2,978,615 of these common units. Krim2010, LLC owns 904,848 of these common units. Krimbill Enterprises LP, H. Michael Krimbill and James E. Krimbill own 90.89%, 4.05%, and 5.06% of Krim2010, LLC, respectively. Krimbill Enterprises LP also owns 648,000 of these common units. Krimbill Enterprises LP is controlled by H. Michael Krimbill via his ownership of its general partner, Krimbill Holding Company. H. 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. KrimGP2010 LLC owns 363,555 of these common units. KrimGP2010 LLC is solely owned by H. Michael Krimbill. H. Michael Krimbill may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Krimbill Enterprises LP, II also owns 130,000 of these common units. Krimbill Enterprises LP, II is controlled by H. Michael Krimbill via his ownership of its general partner, Krimbill Holding Company. H. 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. H. Michael Krimbill also owns a 15.10% interest in our GP through KrimGP2010, LLC, of which he owns 100% of the membership interests.
99
(7) The directors and executive officers of our GP, as of May 26, 2026, also collectively own a 33.43% interest in our GP.
Unless otherwise noted, each of the individuals listed above is believed to have sole voting and investment power with respect to the units beneficially held by them. The mailing address for each of the officers and directors of our GP listed above is 6120 South Yale Avenue, Suite 1300, Tulsa, Oklahoma 74136.
Securities Authorized for Issuance Under Equity Compensation Plan
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Our directors, executive officers, and greater than 5% unitholders collectively own an aggregate of 36,967,417 common units, representing an aggregate 29.62% limited partner interest in us. In addition, our GP owns a 0.1% GP interest in us and all of our incentive distribution rights (“IDRs”). As of March 31, 2026, we own 8.69% of our GP.
Distributions and Payments to Our General Partner and Its Affiliates
Our GP and its affiliates do not receive any management fee or other compensation for the management of our business and affairs, but they are reimbursed for all expenses that they incur on our behalf, including general and administrative expenses. Our GP determines the amount of these expenses. In addition, our GP owns the 0.1% GP interest and all of the IDRs. Our GP is entitled to receive incentive distributions if the amount we distribute with respect to any quarter exceeds levels specified in our Partnership Agreement.
The following table summarizes the distributions and payments to be made by us to our directors, executive officers, and greater than 5% unitholders and our GP in connection with our ongoing operation and any liquidation. These distributions and payments were determined by and among affiliated entities before our initial public offering (“IPO”) and, consequently, are not the result of arm’s length negotiations.
100
Operation Stage
Distributions of available cash to our directors, executive officers, and greater than 5% unitholders and 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.
If our GP elects to reset the target distribution levels, it will be entitled to receive common units and to maintain its GP interest.
As described in Note 7 to our consolidated financial statements included in this Annual Report, the ABL Facility, 2026 Term Loan B and the indenture for the 2029 Senior Secured Notes and 2032 Senior Secured Notes contain covenants limiting our ability to pay distributions if we are in default under these agreements. 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.
Payments to our GP and its affiliates
Our GP and its affiliates do not receive any management fee or other compensation for the management of our business and affairs, but they are reimbursed for all expenses that they incur on our behalf, including general and administrative expenses. As the sole purpose of the GP is to act as our GP, substantially all of the expenses of our GP are incurred on our behalf and reimbursed by us or our subsidiaries. Our GP determines the amount of these expenses.
Withdrawal or removal of our GP
If our GP withdraws or is removed, its GP interest and its IDRs will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.
Liquidation Stage
Liquidation Upon our liquidation, our partners, including our GP, will be entitled to receive liquidating distributions according to their respective capital account balances.
Transactions with Related Persons
We sell goods and services to certain entities that are partially owned by our named executive officers. The following table summarizes these transactions from April 1, 2025 to March 31, 2026:
Entity Nature of Sales Amount Sold Ownership Interest in Entity
(in thousands)
H. Michael Krimbill
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. Michael Krimbill, who is a named executive officer of the Partnership and a member of the board of directors of our GP. Travis Krimbill does not report to H. Michael Krimbill and his compensation is determined by the Chief Financial Officer. During the year ended March 31, 2026, Travis Krimbill received total compensation of approximately $0.4 million.
101
Registration Rights Agreement
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. 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. Subject to limitations specified in the Registration Rights Agreement, the registration rights of the Registration Rights Parties include the following:
• Demand Registration Rights. Certain registration rights parties deemed “Significant Holders” under the agreement may, to the extent that they continue to own more than 4% of our common units, require us to file a registration statement with the SEC registering the offer and sale of a specified number of common units, subject to limitations on the number of requests for registration that can be made in any twelve-month period as well as customary cutbacks at the discretion of the underwriters relating to a potential offering. All other Registration Rights Parties are entitled to notice of a Significant Holder’s exercise of its demand registration rights and may include their common units in such registration. We can only be required to file a total of nine registration statements upon the Significant Holders’ exercise of these demand registration rights and are only required to effect demand registration if the aggregate proposed offering price to the public is at least $10.0 million.
• Piggyback Registration Rights. If we propose to file a registration statement under the Securities Act to register our common units, the Registration Rights Parties are entitled to notice of such registration and have the right to include their common units in the registration, subject to limitations that the underwriters relating to a potential offering may impose on the number of common units included in the registration. These counterparties also have the right to include their units in our future registrations, including secondary offerings of our common units.
• Expenses of Registration. With specified exceptions, we are required to pay all expenses incidental to any registration of common units, excluding underwriting discounts and commissions.
Review, Approval or Ratification of Transactions with Related Parties
The board of directors of our GP has adopted a Code of Business Conduct and Ethics that, among other things, sets forth our policies for the review, approval and ratification of transactions with related persons. The Code of Business Conduct and Ethics provides that the board of directors of our GP or its authorized committee will periodically review all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions. In the event that the board of directors of our GP or its authorized committee considers ratification of a related person transaction and determines not to so ratify, the Code of Business Conduct and Ethics provides that our officers will make all reasonable efforts to cancel or annul the transaction.
The Code of Business Conduct and Ethics provides that, in determining whether or not to recommend the initial approval or ratification of a related person transaction, the board of directors of our GP or its authorized committee should consider all of the relevant facts and circumstances available, including (if applicable) but not limited to:
• whether there is an appropriate business justification for the transaction;
• the benefits that accrue to the Partnership as a result of the transaction;
• the terms available to unrelated third parties entering into similar transactions;
• the impact of the transaction on a director’s independence (in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer);
• the availability of other sources for comparable products or services;
• whether it is a single transaction or a series of ongoing, related transactions; and
• whether entering into the transaction would be consistent with the Code of Business Conduct and Ethics.
102
Director Independence
The NYSE does not require a listed publicly traded limited partnership like NGL to have a majority of independent directors on the board of directors of its general partner. For a discussion of the independence of the board of directors of our GP, see Part III, Item 10–“Directors, Executive Officers and Corporate Governance–Board of Directors of our General Partner.”
Item 14. Principal Accountant Fees and Services
We have engaged Grant Thornton LLP as our independent registered public accounting firm. The following table summarizes fees we have paid Grant Thornton LLP for the periods indicated:
Year Ended March 31,
2026 2025
(in thousands)
Audit fees (1) $ 1,572 $ 1,912
Audit-related fees — —
Tax fees — —
All other fees — —
Total $ 1,572 $ 1,912
(1) Includes fees for audits of the Partnership’s financial statements, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC and the preparation of letters to underwriters and other requesting parties.
In fiscal years 2026 and 2025, all of Grant Thornton LLP’s services were pre-approved by the Audit Committee.
103
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report:
1. Financial Statements . See the accompanying Index to Financial Statements.
2. Financial Statement Schedules . All schedules have been omitted because they are either not applicable, not required or the information required in such schedules appears in the financial statements or the related notes.
3. Exhibits.
Exhibit Number Description
2.1 Asset Purchase and Sale Agreement, dated May 13, 2019, by and among NGL Energy Partners LP, Mesquite Disposals Unlimited, LLC and Mesquite SWD, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
2.2 Equity Purchase Agreement, dated September 25, 2019, by and among NGL Energy Partners LP, NGL Water Solutions Permian, LLC, Water Remainco, LLC, Hillstone Environmental Partners, LLC, GGCOF HEP Blocker II, LLC, GGCOF HEP Blocker, LLC, Golden Gate Capital Opportunity Fund-A, L.P., GGCOF AIV L.P. and GGCOF HEP Blocker II Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019)
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. 333-172186) filed with the SEC on April 15, 2011)
3.2 Certificate of Amendment to Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-172186) filed with the SEC on April 15, 2011)
3.3 Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-172186) filed with the SEC on April 15, 2011)
3.4 Certificate of Amendment to Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 (File No. 333-172186) filed with the SEC on April 15, 2011)
3.5 Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on February 28, 2013)
3.6 Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of August 6, 2013 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
3.7 Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 27, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014)
3.8 Amendment No. 3 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 24, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 28, 2016)
3.9 Amendment No. 4 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of August 20, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 21, 2019)
3.10 Fourth Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of June 13, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 13, 2017)
3.11 Fifth Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of April 2, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on April 2, 2019)
3.12 Sixth Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of July 2, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
3.13 Seventh Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of October 31, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019)
3.14 First Amendment to Seventh Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of February 4, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on February 8, 2021)
4.1 First Amended and Restated Registration Rights Agreement, dated October 3, 2011, by and among the Partnership, Hicks Oils & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, E. Osterman Propane, Inc. and the other holders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 7, 2011)
4.2 Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated as of November 1, 2011 by and among the Partnership and SemStream (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 4, 2011)
104
Exhibit Number Description
4.3 Amendment No. 2 and Joinder to First Amended and Restated Registration Rights Agreement, dated January 3, 2012, by and among NGL Energy Holdings LLC, Liberty Propane, L.L.C., Pacer-Enviro Propane, L.L.C., Pacer-Pittman Propane, L.L.C., Pacer-Portland Propane, L.L.C., Pacer Propane (Washington), L.L.C., Pacer-Salida Propane, L.L.C. and Pacer-Utah Propane, L.L.C. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on January 9, 2012)
4.4 Amendment No. 3 and Joinder to First Amended and Restated Registration Rights Agreement, dated May 1, 2012, by and between NGL Energy Holdings LLC and Downeast Energy Corp. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on May 4, 2012)
4.5 Amendment No. 4 and Joinder to First Amended and Restated Registration Rights Agreement, dated June 19, 2012, by and between NGL Energy Holdings LLC and NGP M&R HS LP LLC (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012)
4.6 Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement, dated October 1, 2012, by and between NGL Energy Holdings LLC and Enstone, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2012)
4.7 Amendment No. 6 and Joinder to First Amended and Restated Registration Rights Agreement, dated November 13, 2012, by and between NGL Energy Holdings LLC and Gerald L. Jensen, Thrift Opportunity Holdings, LP, Jenco Petroleum Corporation, Caritas Trust, Animosus Trust and Nitor Trust (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 19, 2012)
4.8 Amendment No. 7 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of August 1, 2013, by and among NGL Energy Holdings LLC, Oilfield Water Lines, LP and Terry G. Bailey (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
4.9 Amendment No. 8 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 17, 2015, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
4.10 Amendment No. 9 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 25, 2016, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2016 filed with the SEC on May 31, 2016)
4.11 Registration Rights Agreement, dated December 2, 2013, by and among NGL Energy Partners LP and the purchasers set forth on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013)
4.12 Indenture, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Finance Corp., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)
4.13 Form of 8.125% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)
4.14 Form of 8.375% Senior Secured Notes due 2032 (incorporated by reference to Exhibit 4.14 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)
4.15 Supplemental Indenture, dated as of April 29, 2024, by and among NGL Energy Operating LLC, NGL Energy Finance Corp., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (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 (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. 001-35172) for the quarter ended June 30, 2017 filed with the SEC on August 4, 2017)
4.18 Registration Rights Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, EIG Neptune Aggregator, L.P. and FS Energy and Power Fund (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
4.19 Amended and Restated Registration Rights Agreement, dated October 31, 2019, by and among NGL Energy Partners LP, EIG Neptune Equity Aggregator, L.P., FS Energy and Power Fund and GCM Pellit Holdings, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019)
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. and certain other financial institutions (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 8, 2021)
10.2 First Amendment to Credit Agreement dated as of November 8, 2021, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A. and certain other financial institutions (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2021 filed with the SEC on November 9, 2021)
105
Exhibit Number Description
10.3 Second Amendment to Credit Agreement dated as of April 13, 2022, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A. and certain other financial institutions (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2022 filed with the SEC on June 6, 2022)
10.4 Third Amendment to Credit Agreement dated as of February 16, 2023, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A. and certain other financial institutions (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 16, 2023)
10.5 Fourth Amendment to Credit Agreement dated as of July 13, 2023, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A. and certain other financial institutions (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended June 30, 2023 filed with the SEC on August 9, 2023)
10.6 Fifth Amendment to Credit Agreement, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on February 2, 2024)
10.7 Sixth Amendment to Credit Agreement, dated as of September 26, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on November 12, 2024)
10.8 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. 001-35172) for the year ended March 31, 2022 filed with the SEC on June 6, 2022)
10.10 Credit Party Accession Agreement, dated as of June 30, 2023, among NGL North Ranch, LLC and JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended June 30, 2023 filed with the SEC on August 9, 2023)
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. 001-35172) filed with the SEC on December 5, 2013)
10.13 Class D Preferred Unit and Warrant Purchase Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, EIG Neptune Equity Aggregator, L.P. and FS Energy and Power Fund (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
10.14 Board Representation Rights Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, NGL Energy Holdings LLC and certain affiliates of EIG Neptune Equity Aggregator, L.P. and FS Energy and Power Fund (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
10.15 Voting Agreement, dated July 2, 2019, by and among the members of NGL Energy Holdings LLC named therein (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
10.16 Letter Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, Mesquite Disposals Unlimited, LLC and Mesquite SWD, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
10.17 Form of Par Warrant (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
10.18 Form of Premium Warrant (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019)
10.19 Class D Preferred Unit and Warrant Purchase Agreement, dated September 25, 2019, by and among NGL Energy Partners LP, EIG Neptune Equity Aggregator, L.P., FS Energy and Power Fund and GCM Pellit Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on September 30, 2019)
10.20 Form of Par Warrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019)
10.21 Form of Premium Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 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
106
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. 001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)
19.2 Supplemental Insider Trading Policy (incorporated by reference to Exhibit 19.2 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)
21.1* List of Subsidiaries of NGL Energy Partners LP
23.1* Consent of Grant Thornton LLP
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2024 filed with the SEC on June 6, 2024)
101.INS** XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH** Inline XBRL Schema Document
101.CAL** Inline XBRL Calculation Linkbase Document
101.DEF** Inline XBRL Definition Linkbase Document
101.LAB** Inline XBRL Label Linkbase Document
101.PRE** Inline XBRL Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Exhibits filed with this report.
** The following documents are formatted in Inline XBRL (Extensible Business Reporting Language): (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.
Item 16. Form 10-K Summary
None.
107
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 28, 2026.
NGL Energy Partners LP
By: NGL Energy Holdings LLC, its general partner
By: /s/ H. Michael Krimbill
H. Michael Krimbill
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ H. Michael Krimbill Chief Executive Officer and Director May 28, 2026
H. Michael Krimbill (Principal Executive Officer)
/s/ Bradley P. Cooper Chief Financial Officer May 28, 2026
Bradley P. Cooper
(Principal Financial Officer)
/s/ Lawrence J. Thuillier Chief Accounting Officer May 28, 2026
Lawrence J. Thuillier (Principal Accounting Officer)
/s/ Shawn W. Coady Director May 28, 2026
Shawn W. Coady
/s/ James M. Collingsworth Director May 28, 2026
James M. Collingsworth
/s/ Bryan K. Guderian Director May 28, 2026
Bryan K. Guderian
/s/ John T. Raymond Director May 28, 2026
John T. Raymond
/s/ Derek S. Reiners Director May 28, 2026
Derek S. Reiners
108
INDEX TO FINANCIAL STATEMENTS
NGL Energy Partners LP
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
F- 2
Consolidated Balance Sheets at March 31, 2026 and 2025
F- 4
Consolidated Statements of Operations for the years ended March 31, 2026, 2025, and 2024
F- 5
Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2026, 2025, and 2024
F- 6
Consolidated Statements of Changes in (Deficit) Equity for the years ended March 31, 2026, 2025, and 2024
F- 7
Consolidated Statements of Cash Flows for the years ended March 31, 2026, 2025, and 2024
F- 8
Notes to Consolidated Financial Statements F- 9
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of NGL Energy Holdings LLC and
Unitholders of NGL Energy Partners LP
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, 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of March 31, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated May 28, 2026 expressed an unqualified opinion.
Basis for opinio n
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 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.
F-2
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. We tested whether these forecasts were reasonable and consistent with historical performance and industry projections and conditions found in industry reports, as applicable.
/s/ GRANT THORNTON LLP
We have served as the Partnership’s auditor since 2010.
Tulsa, Oklahoma
May 28, 2026
F-3
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Consolidated Balance Sheets
(in Thousands, except unit amounts)
March 31,
2026 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 8,505 $ 5,649
Accounts receivable, net of allowance for expected credit losses of $ 1,738 and $ 3,689 , respectively
661,157 579,468
Accounts receivable-affiliates 313 730
Inventories 67,351 69,916
Prepaid expenses and other current assets 36,624 63,651
Assets held for sale — 175,207
Assets of discontinued operations — 67,432
Total current assets 773,950 962,053
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $ 1,272,286 and $ 1,104,582 , respectively
2,091,747 2,066,847
GOODWILL 351,506 599,348
INTANGIBLE ASSETS, net of accumulated amortization of $ 389,992 and $ 340,334 , respectively
805,110 851,347
OPERATING LEASE RIGHT-OF-USE ASSETS 113,326 109,870
OTHER NONCURRENT ASSETS 39,900 19,975
Total assets $ 4,175,539 $ 4,609,440
LIABILITIES AND (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable $ 495,180 $ 461,980
Accounts payable-affiliates 1 102
Accrued expenses and other payables 184,184 135,233
Advance payments received from customers 15,201 10,347
Current maturities of long-term debt 11,457 8,805
Operating lease obligations 33,459 27,911
Liabilities held for sale — 42,103
Liabilities of discontinued operations — 52,749
Total current liabilities 739,482 739,230
LONG-TERM DEBT, net of debt issuance costs of $ 41,264 and $ 43,144 , respectively, and current maturities
3,223,126 2,961,703
OPERATING LEASE OBLIGATIONS 82,160 85,240
OTHER NONCURRENT LIABILITIES 136,953 125,897
COMMITMENTS AND CONTINGENCIES (NOTE 8)
CLASS D PREFERRED UNITS, 315,489 and 600,000 preferred units issued and outstanding, respectively
289,824 551,097
REDEEMABLE NONCONTROLLING INTERESTS 559 424
(DEFICIT) EQUITY:
General partner, representing a 0.1 % interest, 123,938 and 132,145 notional units, respectively
( 53,319 ) ( 52,913 )
Limited partners, representing a 99.9 % interest, 123,814,289 and 132,012,766 common units issued and outstanding, respectively
( 612,276 ) ( 170,275 )
Class B preferred limited partners, 12,585,642 and 12,585,642 preferred units issued and outstanding, respectively
305,468 305,468
Class C preferred limited partners, 1,800,000 and 1,800,000 preferred units issued and outstanding, respectively
42,891 42,891
Accumulated other comprehensive income — 9
Noncontrolling interests 20,671 20,669
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.
F-4
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Consolidated Statements of Operations
(in Thousands, except unit and per unit amounts)
Year Ended March 31,
2026 2025 2024
REVENUES:
Product $ 2,396,188 $ 2,742,953 $ 3,467,925
Service and other 759,971 726,233 685,382
Total Revenues 3,156,159 3,469,186 4,153,307
COST OF SALES:
Product 2,160,353 2,437,331 3,103,710
Service and other 21,810 69,746 81,724
Total Cost of Sales 2,182,163 2,507,077 3,185,434
OPERATING COSTS AND EXPENSES:
Operating 293,587 297,686 299,605
General and administrative 70,108 55,593 121,625
Depreciation and amortization 254,831 254,732 266,114
Loss on disposal or impairment of assets, net 256,322 31,448 115,936
Revaluation of liabilities 4,415 ( 6,705 ) 2,680
Operating Income 94,733 329,355 161,913
OTHER INCOME (EXPENSE):
Equity in earnings of unconsolidated entities 201 6,565 4,120
Interest expense ( 257,490 ) ( 280,078 ) ( 269,804 )
Loss on early extinguishment of liabilities, net ( 16,749 ) — ( 55,281 )
Other income, net 526 4,262 2,782
(Loss) Income From Continuing Operations Before Income Taxes ( 178,779 ) 60,104 ( 156,270 )
INCOME TAX BENEFIT (EXPENSE) 276 4,885 ( 1,458 )
(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 )
LESS: NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONREDEEMABLE NONCONTROLLING INTERESTS ( 3,376 ) ( 3,749 ) ( 631 )
LESS: 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 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) INCOME PER COMMON UNIT
Loss From Continuing Operations $ ( 3.50 ) $ ( 0.43 ) $ ( 2.25 )
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
The accompanying notes are an integral part of these consolidated financial statements.
F-5
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Consolidated Statements of Comprehensive (Loss) Income
(in Thousands)
Year Ended March 31,
2026 2025 2024
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.
F-6
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Consolidated Statements of Changes in (Deficit) Equity
(in Thousands, except unit amounts)
Limited Partners
Preferred Common
General
Partner Units Amount
Units Amount Accumulated Other Comprehensive Income (Loss) Noncontrolling
Interests Total
(Deficit)
Equity
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 — — — — ( 178,299 ) — — ( 178,299 )
Distributions to noncontrolling interest owners — — — — — — ( 1,586 ) ( 1,586 )
Contributions from noncontrolling interest owners (Note 17) — — — — — — 2,685 2,685
Common unit repurchases and cancellations — — — ( 21,302 ) ( 84 ) — — ( 84 )
Equity issued pursuant to incentive compensation plan — — — 606,725 1,098 — — 1,098
Net (loss) income ( 283 ) — — — ( 143,472 ) — 631 ( 143,124 )
Other comprehensive loss — — — — — ( 49 ) — ( 49 )
BALANCE AT MARCH 31, 2024 ( 52,834 ) 14,385,642 348,359 132,512,766 134,807 ( 499 ) 18,237 448,070
Contributions from noncontrolling interest owners — — — — — — 2,605 2,605
Distributions to preferred unitholders (Note 9) — — — — ( 335,136 ) — — ( 335,136 )
Distributions to noncontrolling interest owners — — — — — — ( 5,483 ) ( 5,483 )
Sale of interest in saltwater disposal assets (Note 17) — — — — ( 338 ) — 1,561 1,223
Common unit repurchases and cancellations (Note 9) — — — ( 500,000 ) ( 2,126 ) — — ( 2,126 )
Warrant repurchases (Note 9) — — — — ( 6,929 ) — — ( 6,929 )
Net (loss) income ( 79 ) — — — 39,447 — 3,749 43,117
Other comprehensive income — — — — — 508 — 508
BALANCE AT MARCH 31, 2025 ( 52,913 ) 14,385,642 348,359 132,012,766 ( 170,275 ) 9 20,669 145,849
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.
F-7
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in Thousands)
Year Ended March 31,
2026 2025 2024
OPERATING ACTIVITIES:
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
Loss (gain) on early extinguishment or revaluation of liabilities, net 21,164 ( 6,705 ) 57,961
Equity-based compensation expense 11,206 — 1,098
Loss on disposal or impairment of assets, net 256,322 31,448 115,936
Change in provision for expected credit losses 503 2,496 466
Net adjustments to fair value of derivatives 42,049 4,909 12,321
Equity in earnings of unconsolidated entities ( 201 ) ( 6,565 ) ( 4,120 )
Distributions of earnings from unconsolidated entities 108 6,702 5,190
Lower of cost or net realizable value adjustments 55 2,944 29
Other 188 ( 1,120 ) 3,238
Changes in operating assets and liabilities, exclusive of acquisitions:
Accounts receivable and affiliates ( 80,020 ) 114,416 221,690
Inventories ( 6,678 ) 9,940 13,629
Other current and noncurrent assets 10,335 3,124 52,860
Accounts payable and affiliates 30,579 ( 145,988 ) ( 233,701 )
Other current and noncurrent liabilities ( 25,518 ) ( 90,986 ) ( 9,113 )
Net cash provided by operating activities-continuing operations 350,317 256,850 361,818
Net cash provided by operating activities-discontinued operations 15,636 40,613 14,346
Net cash provided by operating activities 365,953 297,463 376,164
INVESTING ACTIVITIES:
Capital expenditures ( 221,278 ) ( 245,816 ) ( 152,295 )
Net settlements of derivatives ( 24,226 ) ( 246 ) ( 6,185 )
Proceeds from sales of assets 72,672 42,819 53,246
Proceeds from divestitures of businesses and investments, net 88,639 72,246 16,000
Investments in unconsolidated entities — ( 106 ) ( 258 )
Distributions of capital from unconsolidated entities — 2,002 568
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:
Proceeds from borrowings under ABL Facility 1,080,000 2,008,000 1,652,000
Payments on ABL Facility ( 1,054,000 ) ( 1,899,000 ) ( 1,790,000 )
Issuance of secured debt 945,286 — 2,894,873
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 —
Payments on other long-term debt ( 1,805 ) ( 1,068 ) —
Debt issuance costs ( 17,955 ) ( 5,258 ) ( 53,170 )
Contributions from noncontrolling interest owners 3,574 2,983 —
Distributions to preferred unitholders ( 113,486 ) ( 305,291 ) ( 178,299 )
Distributions to noncontrolling interest owners ( 6,580 ) ( 5,483 ) ( 1,586 )
Warrant repurchases — ( 6,929 ) —
Class D preferred unit repurchases ( 422,502 ) — —
Common unit repurchases and cancellations ( 47,649 ) ( 2,126 ) ( 84 )
Payments to settle contingent consideration liabilities ( 155 ) ( 420 ) ( 1,576 )
Net settlements of derivatives 526 977 —
Principal payments of finance lease ( 1,593 ) ( 19 ) ( 16 )
Net cash used in financing activities ( 346,613 ) ( 207,914 ) ( 258,925 )
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
Cash and cash equivalents, end of period $ 8,505 $ 5,649 $ 38,909
Supplemental cash flow information:
Cash interest paid $ 244,214 $ 298,980 $ 247,276
Supplemental non-cash investing and financing activities:
Distributions declared but not paid to preferred unitholders $ 18,753 $ 29,845 $ —
Accrued capital expenditures $ 21,393 $ 6,153 $ 9,626
The accompanying notes are an integral part of these consolidated financial statements.
F-8
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1— Organization and Operations
NGL Energy Partners LP, a Delaware master limited partnership (“we,” “us,” “our,” or the “Partnership”), was formed in September 2010. NGL Energy Holdings LLC serves as our general partner (“GP”). At March 31, 2026, our operations included three segments:
• 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 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 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. Our activities in this segment are supported by certain long-term, fixed rate contracts with acreage dedications and which include minimum volume commitments on our storage tanks and owned and leased pipelines.
• Our Liquids Logistics segment conducts supply operations for natural gas liquids to commercial, retail and industrial customers across the United States and Canada. These operations are conducted through our five owned terminals, third-party storage and terminal facilities, 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. We attempt to reduce our exposure to price fluctuations by using back-to-back physical contracts and pre-sale agreements that allow us to lock in a margin on a percentage of our winter volumes. 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 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 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 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
F-9
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
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. 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
As of March 31, 2025, we entered into definitive agreements with third-parties to sell certain railcars, which have been classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 18 for a further discussion).
Note 2— Significant Accounting Policies
Basis of Presentation
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting (see further discussion below). We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented.
Critical accounting estimates we make in the preparation of our consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable, the valuation of contingent consideration liabilities and accruals for environmental matters. Although we believe these estimates are reasonable, actual results could differ from those estimates.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:
• Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
• Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivative financial instruments such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties.
• Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). 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
F-10
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
We record all derivative financial instrument contracts at fair value in our consolidated balance sheets except for normal purchase and normal sale transactions that are expected to result in physical delivery. For these transactions, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. We periodically enter into interest rate swaps to hedge variability in interest rates and effectively lock in the benchmark interest rate at the inception of the swap.
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 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.
We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations. 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-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. However, net unbalanced positions can exist or are established based on our assessment of anticipated market movements. Inherent in the resulting contractual portfolio are certain business risks, including commodity price risk and credit risk. Commodity price risk is the risk that the market value of crude oil or natural gas liquids will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. Procedures and limits for managing commodity price risks and credit risks are specified in our market risk policy and credit policy, respectively. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel. Credit risk is monitored daily and exposure is minimized through customer deposits, letters of credit, monitoring customer receivables relative to previously-approved credit limits, restrictions on product liftings, entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions, reviewing the receivable aging and suspending sales to customers that have not timely paid outstanding invoices.
Cost of Sales
We include all costs we incur to acquire products, including the costs of purchasing, terminaling, and transporting inventory, prior to delivery to our customers, in cost of sales.
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 cost of sales-product, cost of sales-service or operating expense.
Income Taxes
We qualify as a partnership for income tax purposes. As such, we generally do not pay federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership.
We have certain taxable corporate subsidiaries in the United States and Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2022 to 2025 generally remain subject to examination by federal, state, and Canadian tax authorities. 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
F-11
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
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.
A publicly traded partnership is required to generate at least 90 % of its gross income (as defined for federal income tax purposes) from certain qualifying sources. Income generated by our taxable corporate subsidiaries is excluded from this qualifying income calculation. 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 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. The deferred tax benefit recorded during the year ended March 31, 2026 was $ 1.5 million with an effective tax rate of 21.0 %. The deferred tax benefit recorded during the year ended March 31, 2025 was $ 7.1 million with an effective tax rate of 133.4 %. The change in the effective tax rate from March 31, 2025 to March 31, 2026 was due to the sale of our ranches in April 2024 and the associated net deferred tax liabilities.
We evaluate uncertain tax positions for recognition and measurement in the consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the consolidated financial statements. 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).
F-12
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)
State
Texas $ 675 $ 977 $ 560
New Mexico * * $ 206
Foreign
Canada $ 431 $ 410 $ 829
* Jurisdiction is below the five percent disaggregation threshold for the period presented.
Cash and Cash Equivalents
Management considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. We place our cash and cash equivalents with financial institutions that are insured by the Federal Deposit Insurance Corporation; however, we maintain deposits in banks which exceed the amount of deposit insurance available. Management routinely assesses the financial condition of the institutions and believes that any possible credit loss would be minimal.
Accounts Receivable and Concentration of Credit Risk
We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customer’s creditworthiness as well as general economic conditions. Accounts receivable are generated through transactions accounted for under the guidance of contracts with customers (ASC 606), leases (ASC 842) and non-monetary transactions (ASC 845). See Note 16 for a further discussion of our allowance for expected credit losses.
We execute master netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a master netting agreement is in place and we intend to settle on a net basis.
We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2026, 2025 and 2024.
Inventories
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.
F-13
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Inventories consist of the following at the dates indicated:
March 31,
2026 2025
(in thousands)
Butane $ 26,200 $ 22,674
Crude oil 25,173 23,962
Propane 7,320 11,847
Other 8,658 11,433
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 consolidated balance sheet (see Note 18).
Investments in Unconsolidated Entities
Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. 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. 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
Other noncurrent assets consist of the following at the dates indicated:
March 31,
2026 2025
(in thousands)
Linefill (1) $ 284 $ 5,240
Loan receivable (2) — 3,089
Other (3) 39,616 11,646
Total $ 39,900 $ 19,975
(1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2026 and 2025, linefill consisted of 6,981 and 90,881 barrels of crude oil, respectively. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4).
(2) Represents the noncurrent portion of loan receivables, net of allowances for expected credit losses, primarily related to the sale of certain saltwater disposal assets (see Note 17). At March 31, 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) 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).
F-14
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Accrued Expenses and Other Payables
Accrued expenses and other payables consist of the following at the dates indicated:
March 31,
2026 2025
(in thousands)
Accrued compensation and benefits $ 75,243 $ 45,081
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
Other 17,554 15,472
Total $ 184,184 $ 135,233
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
We record property, plant and equipment at cost less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. 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).
Intangible Assets
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). We amortize the majority of our intangible assets on a straight-line basis over the estimated useful lives of the assets (see Note 6). We amortize debt issuance costs over the terms of the related debt using a method that approximates the effective interest method.
Impairment of Long-Lived Assets
We evaluate the carrying value of our long-lived assets (property, plant and equipment and amortizable intangible assets) for potential impairment when events and circumstances warrant such a review. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. If the carrying value is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value. When we cease to use an acquired trade name, we test the trade name for impairment using the relief from royalty method and we begin amortizing the trade name over its estimated useful life as a defensive asset. See Note 4 and Note 6 for a further discussion of long-lived asset impairments recognized in the consolidated statements of operations.
Goodwill
Goodwill represents the excess of the purchase price of the acquired businesses over the net fair value of acquired assets and assumed liabilities. Business combinations are accounted for using the “acquisition method.” We expect that all of our goodwill at March 31, 2026 is deductible for federal income tax purposes.
Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. 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
F-15
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. If it is deemed more likely than not that the fair value of the reporting unit is less than its carrying value, we calculate the fair value of the reporting unit. Otherwise, further testing is not required. If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, an impairment loss is recognized to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value, limited to the total amount of goodwill for the reporting unit.
Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly affect the outcome of the analysis. The estimates and assumptions we used in the annual goodwill impairment assessment included market participant considerations and future forecasted operating results. Changes in operating results and other assumptions could materially affect these estimates. See Note 5 for a further discussion and analysis of our goodwill impairment assessment.
Product Exchanges
Quantities of products receivable or returnable under exchange agreements are reported within prepaid expenses and other current assets and within accrued expenses and other payables in our consolidated balance sheets. 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.
Variable Interest Entities
We decide at the inception of each arrangement whether an entity in which an investment is made or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, an entity is a VIE if: (1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity’s investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights.
We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.
During the year ended March 31, 2025, we created two new aviation entities whereby we own a 90 % interest and members of management own a 10 % interest (see Note 17 for a further discussion of these transactions). We also executed guarantees for the benefit of the lender that obligates us for the payment and performance of the aviation entities with respect to the repayment of the loans. Since we guaranteed the payment of the outstanding loans, we have concluded that the aviation entities are VIEs because the equity is not sufficient to fund the aviation entities’ activities without additional subordinated financial support. We have the power to make decisions that most significantly affect the economic performance of the aviation entities and have benefits through our ownership interest. Therefore, we have concluded that we are the primary beneficiary and will consolidate the aviation entities in our consolidated financial statements and will include the noncontrolling interest as redeemable noncontrolling interest as discussed below.
F-16
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:
March 31,
2026 2025
(in thousands)
Cash and cash equivalents $ 96 $ 14
Accounts receivable-affiliates 312 135
Prepaid expenses and other current assets 281 108
Property, plant and equipment, net 15,527 15,984
Accounts payable ( 45 ) ( 24 )
Accrued expenses and other payables ( 225 ) ( 190 )
Current maturities of long-term debt ( 1,957 ) ( 1,805 )
Long-term debt, net ( 7,867 ) ( 9,818 )
Redeemable noncontrolling interest ( 559 ) ( 424 )
Partnership's equity in VIEs $ 5,563 $ 3,980
Generally, the assets of the individual consolidated VIEs can be used only to settle liabilities of each respective individual consolidated VIE and the liabilities of the individual consolidated VIEs are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Partnership. In general, our maximum exposure to loss due to involvement with the VIEs is limited to the amount of capital investment in the VIEs, if any, or the potential obligation to perform on the guarantees of the outstanding loans.
Noncontrolling Interests
Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. 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 each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. The following table summarizes changes in our redeemable noncontrolling interest in our consolidated balance sheets (in thousands):
Redeemable noncontrolling interests at March 31, 2024 $ —
Contributions from redeemable noncontrolling interest owners (Note 17) 378
Net income from continuing operations attributable to redeemable noncontrolling interests 46
Redeemable noncontrolling interests at March 31, 2025 424
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
Acquisitions
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. If substantially all of the relative fair value is concentrated in a single asset or group of similar assets, or if not but the transaction does not include a significant process (does not meet the definition of a business), we record the transaction as an acquisition of assets. For acquisitions of assets, the purchase price is allocated based on the relative fair values and goodwill is not recorded. All other transactions are recorded as business combinations. We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. For a business combination, the excess of the purchase price over the net fair value of acquired assets and assumed liabilities is recorded as goodwill, which is not amortized but instead is evaluated for impairment at least annually (as described above).
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.
F-17
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Contingent Consideration Liabilities
Certain business combinations in our Water Solutions segment included future royalty payments to the seller, which we recorded as contingent consideration liabilities as part of our purchase price allocation. The initial fair value was calculated based on an estimate of the activity related to the assets acquired in the transaction, either volumes or revenue, and an estimate of the expected useful life of the assets and discounted to its present value using an appropriate discount rate. The contingent consideration liabilities are recorded within accrued expenses and other payables and other noncurrent liabilities in our consolidated balance sheets. The fair value of the contingent consideration liabilities 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. Changes in the fair value of the contingent consideration liabilities are recorded within revaluation of liabilities in our consolidated statement of operations. The fair value estimates used in the analysis of the contingent consideration liabilities were primarily based on Level 3 inputs in the fair value hierarchy.
The following table summarizes changes in our contingent consideration liabilities (in thousands):
Contingent consideration liabilities at March 31, 2024 $ 24,810
Liabilities settled ( 2,308 )
Valuation adjustment (1) ( 6,705 )
Contingent consideration liabilities at March 31, 2025 (2) 15,797
Liabilities settled ( 2,212 )
Valuation adjustment (3) 4,415
Contingent consideration liabilities at March 31, 2026 (4) $ 18,000
(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.
(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
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 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.
F-18
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. The ASU is effective for fiscal years beginning after December 15, 2026 (which is the Partnership’s fiscal year beginning April 1, 2027), and for interim periods within fiscal years beginning after December 15, 2027 (which is the Partnership’s fiscal year beginning April 1, 2028), with early adoption permitted. The ASU may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. We are currently evaluating the ASU to determine its impact on our financial statement disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. 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:
Year Ended March 31,
2026 2025 2024
Weighted average common units outstanding during the period:
Common units - Basic 127,020,619 132,204,283 132,146,477
Common units - Diluted 127,020,619 132,204,283 132,146,477
For the years ended March 31, 2026, 2025 and 2024, all potential common units or convertible securities were considered antidilutive.
F-19
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,
2026 2025 2024
(in thousands, except per unit amounts)
(Loss) income from continuing operations $ ( 178,503 ) $ 64,989 $ ( 157,728 )
Less: Net income from continuing operations income attributable to nonredeemable noncontrolling interests ( 3,376 ) ( 3,749 ) ( 631 )
Less: 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 )
Less: Distributions to preferred unitholders (1) ( 263,669 ) ( 118,347 ) ( 139,644 )
Less: 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 )
Income (loss) from discontinued operations, net of tax $ 39,340 $ ( 21,826 ) $ 14,604
Less: 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 )
Basic and diluted (loss) income per common unit
Loss from continuing operations $ ( 3.50 ) $ ( 0.43 ) $ ( 2.25 )
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 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.
F-20
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Note 4— Property, Plant and Equipment
Our property, plant and equipment consists of the following at the dates indicated:
Estimated March 31,
Description Useful Lives 2026 2025
(in years) (in thousands)
Water treatment facilities and equipment (1) 2 - 30 $ 2,418,731 $ 2,240,919
Pipeline and related facilities 30 - 40 266,324 266,324
Crude oil tanks and related equipment 2 - 30 234,217 230,174
Buildings and leasehold improvements 3 - 40 124,783 124,388
Natural gas liquids terminal and storage assets 2 - 30 100,404 99,805
Land 64,610 64,733
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
Construction in progress 42,557 30,354
Gross property, plant and equipment 3,364,033 3,171,429
Accumulated depreciation ( 1,272,286 ) ( 1,104,582 )
Net property, plant and equipment $ 2,091,747 $ 2,066,847
(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. We recover tank bottoms when the storage tanks are removed from service. 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.
(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:
Year Ended March 31,
2026 2025 2024
(in thousands)
Depreciation expense $ 200,174 $ 198,859 $ 198,542
Capitalized interest expense $ 1,132 $ 2,121 $ 1,561
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 statements of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated:
F-21
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Year Ended March 31,
2026 2025 2024
(in thousands)
Water Solutions (1) $ 18,041 $ 9,007 $ 38,938
Crude Oil Logistics (2) 267 ( 335 ) 2,910
Liquids Logistics (3) ( 19 ) ( 628 ) ( 810 )
Corporate and Other ( 2 ) 43 ( 720 )
Total $ 18,287 $ 8,087 $ 40,318
(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 $ 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.
• A net loss of $ 0.4 million primarily related to the sale of certain assets in our Water Solutions segment.
• A gain of $ 0.3 million primarily related to the retirement or sale of certain assets in our Crude Oil Logistics segment.
During the year ended March 31, 2024, the following transactions were recorded:
• A net loss of $ 35.9 million primarily related to 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.
F-22
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
The following table summarizes changes in goodwill by segment for the periods indicated:
Water
Solutions Crude Oil
Logistics Liquids
Logistics Total
(in thousands)
Goodwill at March 31, 2024 $ 279,202 $ 309,971 $ 28,058 $ 617,231
Impairment — — ( 17,883 ) ( 17,883 )
Goodwill at March 31, 2025 279,202 309,971 10,175 599,348
Impairment — ( 247,842 ) — ( 247,842 )
Goodwill at March 31, 2026 $ 279,202 $ 62,129 $ 10,175 $ 351,506
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. 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) 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. 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 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 %.
F-23
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. We estimated the fair value of the Refined Products and Renewables reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Refined Products and Renewables reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) volumes based on historical information and future demand and (ii) estimated fixed and variable costs. The discounted cash flows for the Refined Products and Renewables reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Refined Products and Renewables reporting unit exceeded its carrying value by approximately 75 %.
We performed a qualitative assessment as of January 1, 2025 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2025, with the exception of our Wholesale/Terminal reporting unit. See below for a further discussion of the testing.
Due to lower than expected operating results and the expected sale of a significant amount of the reporting units’ assets (see Note 1), it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2025. We estimated the fair value of the Wholesale/Terminal reporting unit based on both the market approach, which utilizes quoted prices, and the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The market approach was used for the assets we expected to sell and the fair value was based on the negotiated sales price to be received for the transactions. The income approach was used to determine the fair value of the portion of the reporting units we were retaining. The future cash flows of the portion of the business being retained reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs. The discounted cash flows for the portion of the reporting unit to be retained were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. The fair value calculated by the market approach and by the income approach were added together to calculate the fair value of the entire reporting unit. Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit was less than its carrying value by approximately 27 %.
During the three months ended March 31, 2025, in our Wholesale/Terminal reporting unit, we recorded a goodwill impairment charge of $ 17.9 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.
Fiscal Year 2024 Goodwill Impairment Assessment
We performed a qualitative assessment as of January 1, 2024 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2024, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units. See below for a further discussion of the testing.
Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2024. 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) 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. 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
F-24
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 4 %.
Due to lower than expected operating results, it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2024. We estimated the fair value of the Wholesale/Terminal reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Wholesale/Terminal reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. 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.
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
Our intangible assets consist of the following at the dates indicated:
March 31, 2026 March 31, 2025
Description Weighted
Average
Remaining
Useful Life Gross Carrying
Amount Accumulated
Amortization Net Gross Carrying
Amount Accumulated
Amortization Net
(in years) (in thousands)
Customer relationships 17.2 $ 857,903 $ ( 304,877 ) $ 553,026 $ 857,903 $ ( 264,675 ) $ 593,228
Customer commitments 18.3 192,000 ( 51,840 ) 140,160 192,000 ( 44,160 ) 147,840
Rights-of-way and easements 25.5 111,980 ( 28,367 ) 83,613 99,964 ( 21,645 ) 78,319
Executory contracts and other agreements 23.0 19,324 ( 4,654 ) 14,670 19,973 ( 5,106 ) 14,867
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 (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 operations. 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.
F-25
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
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).
Amortization expense is as follows for the periods indicated:
Year Ended March 31,
Recorded In 2026 2025 2024
(in thousands)
Depreciation and amortization $ 54,657 $ 55,873 $ 67,572
Cost of sales-service 1,068 — —
Cost of sales-product — 257 —
Interest expense 4,596 4,142 5,541
Operating expenses 247 247 247
Total $ 60,568 $ 60,519 $ 73,360
Amounts in the table above do not include amortization expense related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).
The following table summarizes expected amortization of our intangible assets at March 31, 2026 (in thousands):
Year Ending March 31,
2027 $ 63,582
2028 55,333
2029 52,006
2030 44,558
2031 43,809
Thereafter 545,822
Total $ 805,110
Note 7— Long-Term Debt
Our long-term debt consists of the following at the dates indicated:
March 31, 2026 March 31, 2025
Face
Amount Unamortized
Debt Issuance
Costs (1) Book
Value Face
Amount Unamortized
Debt Issuance
Costs (1) Book
Value
(in thousands)
Asset-based revolving credit facility (“ABL Facility”) $ 135,000 $ 135,000 $ 109,000 $ 109,000
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:
8.125 % Notes due 2029 (“2029 Senior Secured Notes”)
900,000 ( 7,580 ) 892,420 900,000 ( 10,219 ) 889,781
8.375 % Notes due 2032 (“2032 Senior Secured Notes”)
1,281,000 ( 13,823 ) 1,267,177 1,300,000 ( 16,416 ) 1,283,584
Other long-term debt 9,847 ( 23 ) 9,824 11,652 ( 30 ) 11,622
Total long-term debt 3,275,847 ( 41,264 ) 3,234,583 3,013,652 ( 43,144 ) 2,970,508
Less: Current maturities 11,457 — 11,457 8,805 — 8,805
Long-term debt $ 3,264,390 $ ( 41,264 ) $ 3,223,126 $ 3,004,847 $ ( 43,144 ) $ 2,961,703
(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 the 2026 Term Loan B include a $ 4.7 million discount.
F-26
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.
ABL Facility
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. These amounts are subject to certain percentage and dollar amount caps, as described within the ABL Facility. The borrowing base is calculated monthly pursuant to a borrowing base certificate we deliver to the administrative agent. Availability under the ABL Facility is based on the lower of the current borrowing base and the total commitments, less borrowings and outstanding letters of credit. At March 31, 2026, $ 135.0 million was outstanding under the ABL Facility, letters of credit outstanding were $ 60.6 million, and we had a borrowing base of $ 388.7 million. The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029, or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions.
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 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 %.
The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility). At March 31, 2026, no Cash Dominion Event had occurred.
Compliance
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 2026 Term Loan B was issued pursuant to a credit agreement dated March 12, 2026 (“2026 Term Loan Credit Agreement”).
F-27
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).
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. The 2026 Term Loan Credit Agreement contains customary mandatory prepayment requirements, including mandatory prepayments as a result of (a) excess cash flow (subject to certain customary exceptions and thresholds), (b) asset sales (subject to reinvestment rights and certain customary exceptions and thresholds) and (c) the incurrence of non-permitted indebtedness.
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.
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. The 2026 Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ended June 30, 2026, a debt service coverage rate (as defined in the 2026 Term Loan Credit Agreement) of no less than 1.1 to 1.0. At March 31, 2026, our debt service coverage rate was approximately 2.62 to 1.0.
The 2026 Term Loan Credit Agreement contains other customary terms, events of default and covenants.
Compliance
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.
F-28
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Repayments
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
Senior Secured Notes Issuances
On February 2, 2024, we closed on our private offering of $ 900.0 million of 2029 Senior Secured Notes. Interest is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024. The 2029 Senior Secured Notes mature on February 15, 2029.
On February 2, 2024, we closed on our private offering of $ 1.3 billion of 2032 Senior Secured Notes. Interest is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024. The 2032 Senior Secured Notes mature on February 15, 2032.
2029 Senior Secured Notes and 2032 Senior Secured Notes
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 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: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.
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.
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. Prior to such time, we have the option to redeem up to 40% of the principal amount of the 2032 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, 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 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.
F-29
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
The following table summarizes redemptions of Senior Secured Notes for the year ended March 31, 2024 (in thousands):
2026 Senior Secured Notes (1)
Notes redeemed $ 2,050,000
Cash paid (excluding payments of accrued interest) $ 2,088,438
Loss on early extinguishment of debt $ 59,014
(1) On February 4, 2021, we closed on our private offering of $ 2.05 billion of 7.500 % senior secured notes due 2026 (“2026 Senior Secured Notes”). On February 6, 2024, we redeemed all of the outstanding 2026 Senior Secured Notes. 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 on early extinguishment of liabilities, net within our consolidated statement of operations.
Compliance
At March 31, 2026, we were in compliance with the covenants under the Indenture.
Senior Unsecured Notes
Senior Unsecured Notes Issuances
On February 22, 2017, we issued $ 500.0 million of our 6.125 % senior unsecured notes due 2025 (“2025 Notes”). 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. We redeemed all of the remaining outstanding 2025 Notes on February 20, 2024 (see “Redemptions” below).
On April 9, 2019, we issued $ 450.0 million of our 7.5 % senior unsecured notes due 2026 (“2026 Notes”) in a private placement. 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 had this liability as of March 31, 2024 (see “Redemptions” below).
F-30
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 year ended March 31, 2024 (in thousands):
2025 Notes
Notes repurchased $ 99,275
Cash paid (excluding payments of accrued interest) $ 91,982
Gain on early extinguishment of debt (1) $ 6,906
(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 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 year ended March 31, 2024 (in thousands):
2025 Notes (1)
Notes redeemed $ 280,745
Cash paid (excluding payments of accrued interest) $ 280,745
Loss on early extinguishment of debt $ 978
2026 Notes (2)
Notes redeemed $ 319,902
Cash paid (excluding payments of accrued interest) $ 319,902
Loss on early extinguishment of debt $ 2,159
(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 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. 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. 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 on early extinguishment of liabilities, net within our consolidated statement of operations.
Other Long-Term Debt
On June 24, 2024, we entered into an equipment loan for $ 6.4 million with American Bank and Trust Company which bears interest at a rate of 8.50 % and is secured by an airplane (see Note 17). On September 24, 2024, we refinanced the loan and lowered the interest rate to 8.00 %. We have an aggregate principal balance of $ 4.8 million at March 31, 2026. This loan matures on June 24, 2030.
On October 1, 2024, we entered into a second equipment loan for $ 6.4 million with American Bank and Trust Company which bears interest at a rate of 8.00 % and is secured by an airplane (see Note 17). We have an aggregate principal balance of $ 5.0 million at March 31, 2026. This loan matures on September 24, 2030.
F-31
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Debt Maturity Schedule
The scheduled maturities of our long-term debt are as follows at March 31, 2026:
Year Ending March 31, ABL Facility 2026 Term Loan B Senior Secured
Notes Other Long-Term Debt Total
(in thousands)
2027 $ — $ 9,500 $ — $ 1,957 $ 11,457
2028 — 9,500 — 2,120 11,620
2029 135,000 9,500 900,000 2,300 1,046,800
2030 — 9,500 — 2,494 11,994
2031 — 9,500 — 976 10,476
Thereafter — 902,500 1,281,000 — 2,183,500
Total $ 135,000 $ 950,000 $ 2,181,000 $ 9,847 $ 3,275,847
Amortization of Debt Issuance Costs
Amortization expense for debt issuance costs related to long-term debt was $ 8.0 million, $ 7.9 million and $ 10.2 million during the years ended March 31, 2026, 2025 and 2024, respectively.
The following table summarizes expected amortization of debt issuance costs at March 31, 2026 (in thousands):
Year Ending March 31,
2027 $ 7,854
2028 7,854
2029 7,517
2030 5,215
2031 5,211
Thereafter 7,613
Total $ 41,264
Note 8— Commitments and Contingencies
Legal Contingencies
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), 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. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop.
F-32
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Environmental Matters
At March 31, 2026, we have an environmental liability, measured on an undiscounted basis, of $ 1.3 million , which is recorded within accrued expenses and other payables in our consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business.
Asset Retirement Obligations
We have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events.
The following table summarizes changes in our asset retirement obligations, which is reported within other noncurrent liabilities in our consolidated balance sheets (in thousands):
Asset retirement obligations at March 31, 2024 $ 56,574
Liabilities incurred 12,161
Liabilities associated with disposed assets (1) ( 274 )
Liabilities settled ( 1,940 )
Liabilities held for sale (2) ( 1,149 )
Accretion expense 4,200
Asset retirement obligations at March 31, 2025 69,572
Liabilities incurred 10,222
Liabilities associated with disposed assets (3) ( 402 )
Liabilities settled ( 8,258 )
Accretion expense 5,174
Asset retirement obligations at March 31, 2026 $ 76,308
(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. However, the fair value of the asset retirement obligation cannot currently be reasonably estimated because the settlement dates are indeterminable. We will record an asset retirement obligation for these assets in the periods in which settlement dates are reasonably determinable.
Sales and Purchase Contracts
We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods.
At March 31, 2026, we had the following commodity purchase commitments:
F-33
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Crude Oil (1) Natural Gas Liquids
Value Volume
(in barrels) Value Volume
(in gallons)
(in thousands)
Fixed-Price Commodity Purchase Commitments:
Year Ending March 31,
2027 $ 52,616 519 $ 11,224 14,042
2028 — — 1,290 1,890
Total $ 52,616 519 $ 12,514 15,932
Index-Price Commodity Purchase Commitments:
Year Ending March 31,
2027 $ 1,009,011 10,968 $ 755,075 772,838
2028 322,290 4,676 21,854 24,150
2029 118,887 1,810 — —
2030 109,189 1,811 — —
2031 33,527 548 — —
Thereafter 119,595 2,010 — —
Total $ 1,712,499 21,823 $ 776,929 796,988
(1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline.
At March 31, 2026, we had the following commodity sale commitments:
Crude Oil Natural Gas Liquids
Value Volume
(in barrels) Value Volume
(in gallons)
(in thousands)
Fixed-Price Commodity Sale Commitments:
Year Ending March 31,
2027 $ 52,616 519 $ 27,828 27,219
2028 — — 1,461 1,974
2029 — — 19 19
2030 — — 19 19
Total $ 52,616 519 $ 29,327 29,231
Index-Price Commodity Sale Commitments:
Year Ending March 31,
2027 $ 818,866 8,391 $ 540,675 462,173
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
We account for the contracts shown in the tables above using the normal purchase and normal sale election. Under this accounting policy election, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. Contracts in the tables above may have offsetting derivative contracts (described in Note 10) or inventory positions (described in Note 2).
Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. 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.
F-34
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Other Commitments
We have noncancelable agreements for product storage, railcar spurs, capital projects and real estate. The following table summarizes future minimum payments under these agreements at March 31, 2026 (in thousands):
Year Ending March 31,
2027 $ 6,447
2028 4,827
2029 2,691
2030 1,665
2031 1,409
Thereafter 1,190
Total $ 18,229
Note 9— Equity
Partnership Equity
The Partnership’s equity consists of a 0.1 % GP interest and a 99.9 % limited partner interest, which consists of common units. Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 0.1 % GP interest. Our GP is not required to guarantee or pay any of our debts or obligations. 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 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, 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. 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.
F-35
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 the preferred unitholders. The distributions were paid on February 27, 2024. See below for a further discussion.
On April 4, 2024 and April 9, 2024, the board of directors of our GP declared cash distributions of the remaining outstanding distributions through March 31, 2024 to the preferred unitholders. The distributions were paid on April 18, 2024 and April 25, 2024, respectively. See below for further discussion.
As of April 25, 2024, all preferred unit distributions in arrears had been paid.
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 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.
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.
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 holders 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.
F-36
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 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
Date Declared Record Date Payment Date SOFR Rate Preferred Unitholders
(in thousands)
June 21, 2024 July 1, 2024 July 15, 2024 5.300 % $ 0.8153 $ 10,261
September 19, 2024 October 1, 2024 October 15, 2024 5.332 % $ 0.8004 $ 10,073
December 12, 2024 January 1, 2025 January 15, 2025 4.593 % $ 0.7542 $ 9,493
March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 0.7377 $ 9,284
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.
Class C Preferred Units
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 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 C Preferred Units. 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.
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.
Current Fiscal Year Distributions
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%.
F-37
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
Date Declared Record Date Payment Date SOFR Rate Preferred Unitholders
(in thousands)
June 21, 2024 July 1, 2024 July 15, 2024 5.300 % $ 0.7926 $ 1,426
September 19, 2024 October 1, 2024 October 15, 2024 5.332 % $ 0.7947 $ 1,431
December 12, 2024 January 1, 2025 January 15, 2025 4.593 % $ 0.7486 $ 1,347
March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 0.7320 $ 1,318
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.
Class D Preferred Units
On November 22, 2024, we purchased 23,375,000 of our outstanding warrants for $ 6.9 million.
As of March 31, 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:
Issuance Date and Description Number of Warrants Exercise Price
October 31, 2019
Premium warrants 1,250,000 $ 16.28
Par warrants 875,000 $ 13.56
All outstanding warrants are currently exercisable and any unexercised warrants will expire on the tenth anniversary of the date of issuance. The warrants will not participate in cash distributions.
F-38
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.
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.
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 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
Date Declared Record Date Payment Date SOFR Rate Preferred Unitholders
(in thousands)
June 21, 2024 (1) July 1, 2024 July 15, 2024 $ 26.01 $ 15,825
September 19, 2024 October 1, 2024 October 15, 2024 5.332 % $ 32.08 $ 19,248
December 12, 2024 January 1, 2025 January 15, 2025 4.593 % $ 30.16 $ 18,095
March 19, 2025 April 1, 2025 April 15, 2025 4.329 % $ 32.07 $ 19,243
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).
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.
At any time after July 2, 2019 (“Closing Date”), the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable redemption price based on an applicable internal rate of return, as more fully described in our Partnership Agreement. At any time on or after the eighth anniversary of the Closing Date, each Class D Preferred Unitholder will have the right to require the Partnership to redeem on a date not prior to the 180th day after such anniversary all or a portion of the Class D Preferred Units then held by such preferred unitholder for the then-applicable redemption price, which may be paid in cash or, at the Partnership’s election, a combination of cash and a number of common units not to exceed one-half of the aggregate then- applicable redemption price, as more fully described in our Partnership Agreement. Upon a Class D Change of Control (as defined in our Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to the applicable redemption price. The Class D Preferred Units generally will not have any voting rights, except with respect to certain matters which require the vote of the Class D Preferred Units. 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
F-39
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
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
2028 26,667
2029 1,026,666
2030 13,333
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,
2027 $ 6,508
2028 6,170
2029 329
2030 133
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.
F-40
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Note 10— Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.
Derivatives
The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our derivative assets and liabilities reported in our consolidated balance sheets at the dates indicated:
March 31, 2026 March 31, 2025
Derivative
Assets Derivative
Liabilities Derivative
Assets Derivative
Liabilities
(in thousands)
Level 1 measurements $ 6,118 $ ( 14,478 ) $ 67 $ ( 1,644 )
Level 2 measurements 219 ( 33,807 ) 22 ( 8,133 )
6,337 ( 48,285 ) 89 ( 9,777 )
Netting of counterparty contracts (1) ( 6,186 ) 6,186 ( 67 ) 67
Net cash collateral provided 5,658 8,360 1,527 1,577
Derivatives $ 5,809 $ ( 33,739 ) $ 1,549 $ ( 8,133 )
(1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master netting arrangements.
The following table summarizes the accounts that include our derivative assets and liabilities in our consolidated balance sheets at the dates indicated:
March 31,
2026 2025
(in thousands)
Prepaid expenses and other current assets $ 5,809 $ 1,549
Accrued expenses and other payables ( 31,619 ) ( 6,427 )
Other noncurrent liabilities ( 2,120 ) ( 1,706 )
Net derivative liability $ ( 27,930 ) $ ( 6,584 )
F-41
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
The following table summarizes our open derivative contract positions at the dates indicated. We do not account for these derivatives as hedges.
Contracts Settlement Period Net Long (Short)
Notional Units
(in barrels) Fair Value of
Net Assets
(Liabilities)
(in thousands)
At March 31, 2026:
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 )
Variable-to-fixed interest rate swaps (2) April 2026–April 2028 ( 1,169 )
Other April 2026–March 2027 ( 5,273 )
( 41,948 )
Net cash collateral provided 14,018
Net derivative liability $ ( 27,930 )
At March 31, 2025:
Crude oil fixed-price (1) April 2025–March 2026 59 $ ( 6,492 )
Butane fixed-price (1) April 2025–March 2026 ( 1,148 ) ( 482 )
Variable-to-fixed interest rate swaps (2) April 2025–April 2028 ( 2,539 )
Other April 2025–March 2026 ( 175 )
( 9,688 )
Net cash collateral provided 3,104
Net derivative liability $ ( 6,584 )
(1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.
(2) 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 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,
2026 $ ( 43,341 )
2025 $ ( 4,482 )
2024 $ ( 12,836 )
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).
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,
2026 $ 1,292
2025 $ ( 427 )
2024 $ 515
Credit Risk
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
F-42
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
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. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our consolidated balance sheets and recognized in our net income.
Interest Rate Risk
Long-Term Debt
The ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or SOFR plus an applicable margin (see Note 7 for the current rates on the ABL Facility).
The 2026 Term Loan B is variable-rate debt with interest rates that are generally indexed to SOFR plus an applicable margin (see Note 7 for the current rates on the 2026 Term Loan B).
Interest Rate Swaps
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 the three-month CME Term SOFR plus a fixed spread (see Note 9 for the current distribution rates).
Fair Value of Fixed-Rate Notes
The following table provides fair values estimates of our fixed-rate notes at March 31, 2026 (in thousands):
2029 Senior Secured Notes $ 925,500
2032 Senior Secured Notes $ 1,319,964
For the 2029 Senior Secured Notes and 2032 Senior Secured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy.
Note 11— Segments
Our operations are organized into three reportable segments: (i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Our Liquids Logistics reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided. Our chief operating decision maker (“CODM”) is our chief executive officer. Adjusted EBITDA is reviewed by the CODM to evaluate performance and make business decisions. We define Adjusted EBITDA for Water Solutions as revenue minus operating and general and administrative expense, which excludes, accretion expense for asset retirement obligations (“Accretion Expense”) and legal and advisory costs associated with acquisitions and dispositions (“Acquisition Expense”), and plus or minus other reconciling items. We define Adjusted EBITDA for Crude Oil Logistics and Liquid Logistics as revenue minus cost of sales, which excludes unrealized gains and losses on derivatives, lower of cost or 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.
See Note 1 for a discussion of the products and services of our reportable segments. The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments and the amounts to eliminate intercompany or intersegment transactions. 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
F-43
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
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
The following table summarizes revenues related to our segments for the periods indicated:
Year Ended March 31,
2026 2025 2024
(in thousands)
Revenues:
Water Solutions:
Topic 606 revenues
Disposal service fees $ 714,686 $ 637,098 $ 598,046
Sale of recovered crude oil 114,617 109,008 107,367
Sale of water 7,288 7,625 11,594
Other service revenues 2,211 1,896 13,030
Non-Topic 606 revenues 112 60 781
Total Water Solutions revenues 838,914 755,687 730,818
Crude Oil Logistics:
Topic 606 revenues
Crude oil sales 1,020,241 806,653 1,597,238
Crude oil transportation and other sales 29,331 66,263 50,151
Non-Topic 606 revenues 5,059 6,986 9,222
Total Crude Oil Logistics revenues 1,054,631 879,902 1,656,611
Liquids Logistics:
Topic 606 revenues
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
Service revenues 2,670 8,414 8,209
Non-Topic 606 revenues 9,612 13,832 17,374
Total Liquids Logistics revenues (1) 1,262,196 1,833,612 1,766,425
Corporate and Other:
Topic 606 revenues
Service revenues 422 401 —
Elimination of intersegment sales ( 4 ) ( 416 ) ( 547 )
Total Corporate and Other revenues 418 ( 15 ) ( 547 )
Total revenues $ 3,156,159 $ 3,469,186 $ 4,153,307
(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.
F-44
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Reportable Segment Information
The following tables set forth certain selected financial information for our segments for the periods indicated:
Year Ended March 31, 2026
Water Solutions Crude Oil Logistics Liquids Logistics Consolidated
(in thousands)
Revenues $ 838,914 $ 1,054,631 $ 1,262,196 $ 3,155,741
Cost of sales (1) 8,064 954,738 1,180,769 2,143,571
Operating, general and administrative expenses (2) 222,749 40,919 35,946 299,614
Other (3) ( 5,375 ) ( 33 ) 2 ( 5,406 )
Adjusted EBITDA $ 602,726 $ 58,941 $ 45,483 $ 707,150
Reconciling items:
Plus - all other Adjusted EBITDA ( 46,947 )
Less:
Depreciation and amortization 254,831
Amortization in cost of sales - service 1,068
Interest expense 257,490
Loss on disposal or impairment of assets, net 256,322
Net unrealized losses on derivatives 36,478
Lower of cost or net realizable value adjustments ( 2,890 )
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 )
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.
(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.
(4) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense and gains and losses on the disposal or impairment of assets.
(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities, 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.
F-45
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Year Ended March 31, 2025
Water Solutions Crude Oil Logistics Liquids Logistics Total Segments
(in thousands)
Revenues $ 755,687 $ 879,902 $ 1,833,612 $ 3,469,201
Cost of sales (1) ( 2,106 ) 772,665 1,730,396 2,500,955
Operating, general and administrative expenses (2) 217,223 40,866 51,314 309,403
Other (3) 1,426 2 1,467 2,895
Adjusted EBITDA $ 541,996 $ 66,373 $ 53,369 $ 661,738
Reconciling items:
Plus - all other Adjusted EBITDA ( 38,846 )
Less:
Depreciation and amortization 254,732
Amortization in cost of sales - product 257
Interest expense 280,078
Loss on disposal or impairment of assets, net 31,448
Net unrealized losses on derivatives 3,366
Lower of cost or net realizable value adjustments 2,916
Revaluation of liabilities ( 6,705 )
Asset retirement obligation accretion 4,200
Adjustments related to unconsolidated entities (4) 427
Other (5) ( 7,931 )
Income from continuing operations before income taxes (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, lower of cost or net realizable value adjustments and amortization expense for certain intangible assets.
(2) Amount excludes Accretion Expense and Acquisition Expense.
(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.
(4) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense and gains and losses on the disposal or impairment of assets.
(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.
(6) 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.
F-46
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Year Ended March 31, 2024
Water Solutions Crude Oil Logistics Liquids Logistics Total Segments
(in thousands)
Revenues $ 730,818 $ 1,656,611 $ 1,766,425 $ 4,153,854
Cost of sales (1) 10,909 1,527,236 1,657,523 3,195,668
Operating, general and administrative expenses (2) 215,300 42,589 55,600 313,489
Other (3) 3,699 101 ( 15 ) 3,785
Adjusted EBITDA $ 508,308 $ 86,887 $ 53,287 $ 648,482
Reconciling items:
Plus - all other Adjusted EBITDA ( 55,068 )
Less:
Depreciation and amortization 266,114
Interest expense 269,804
Loss on disposal or impairment of assets, net 115,936
Net unrealized losses on derivatives 63,762
CMA Differential Roll net gains (4) ( 71,285 )
Lower of cost or net realizable value adjustments ( 2,408 )
Loss on early extinguishment of liabilities, net 55,281
Revaluation of liabilities 2,680
Asset retirement obligation accretion 2,619
Equity-based compensation 1,098
Acquisition expense (5) 48,116
Adjustments related to unconsolidated entities (6) 384
Other (7) ( 2,417 )
Loss from continuing operations before income taxes (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 and lower of cost or net realizable value adjustments.
(2) Amount excludes Accretion 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) 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.
F-47
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Note 12— Transactions with Affiliates
The following table summarizes our related party transactions for the periods indicated:
Year Ended March 31,
2026 2025 2024
(in thousands)
Sales to entities affiliated with management $ 422 $ 401 $ —
Purchases from equity method investees $ — $ 421 $ 1,281
Purchases from entities affiliated with management $ — $ — $ 100
Affiliate balances consist of the following at the dates indicated:
March 31,
2026 2025
(in thousands)
Accounts receivable-affiliates
Entities affiliated with management $ 313 $ 135
Equity method investees — 595
Total $ 313 $ 730
Accounts payable-affiliates
Entities affiliated with management $ 1 $ 1
Equity method investees — 101
Total $ 1 $ 102
Other Related Party Transactions
During the year ended March 31, 2025, we created two new aviation entities whereby we own a 90 % interest and members of management own a 10 % interest (see Note 17 for a further discussion of these transactions).
On November 22, 2024, we purchased 16,734,375 of our outstanding warrants for $ 5.0 million from a greater than 10% beneficial owner of our common units (see Note 9 for a further discussion).
Note 13— Employee Benefit Plan
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. 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). Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service. Expenses under the plan for the years ended March 31, 2026, 2025 and 2024 were $ 2.3 million, $ 2.7 million and $ 2.7 million, respectively. Expenses for matching contributions related to our refined products and biodiesel businesses have been classified within discontinued operations within our consolidated statements of operations (see Note 18).
Note 14— Revenue from Contracts with Customers
We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and is recognized as revenue when, or as, the performance obligation is satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation. The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative stand-alone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration.
F-48
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
The majority of our revenue agreements are in scope under ASC 606 and the remainder of our revenue comes from contracts that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively. See Note 11 for a detail of disaggregated revenue.
Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 10 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to allow customers to secure the right to reserve the product or storage capacity to be received or used at a later date, not to receive financing from our customers or to provide customers with financing.
We report taxes collected from customers and remitted to taxing authorities, such as sales and use taxes, on a net basis. We include amounts billed to customers for shipping and handling costs in revenues in our consolidated statements of operations.
Water Solutions Performance Obligations
Within the Water Solutions segment, revenue is disaggregated into two primary revenue streams that include service revenue and commodity sales revenue. For contracts involving disposal services, we accept produced water and solids for disposal at our facilities. The determination of transaction price, which is generally considered to be variable, under these contracts involves significant judgment as it is dependent upon the amount of volume of produced water or solids that are delivered to us by the customer over the term of the contract and the fees charged per barrel, which can either be a fixed amount per barrel or variable due to changes in inflation or other factors. Under certain contracts, the customer has committed to delivering to us a minimum volume of produced water over a specified time period. If the customer does not deliver the committed volumes, we receive a shortfall fee. At each reporting period, we make a determination as to the likelihood of earning this fee. We recognize revenue from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model).
For all of our disposal contracts within the Water Solutions segment, revenue will be recognized over time utilizing the output method based on the volume of produced water or solids we accept from the customer. For contracts that involve the sale of recovered crude oil and reuse, recycled and brackish non-potable water, we will recognize revenue at a point in time, based on when control of the product is transferred to the customer.
Crude Oil Logistics Performance Obligations
Within the Crude Oil Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue. For sales of commodities, we are obligated to deliver a predetermined amount of crude oil, primarily on a month-to-month basis, to our customers. For these types of agreements, revenue is recognized at a point in time based on when the crude oil is delivered and control is transferred to the customer.
For revenue received from services rendered, we are obligated to provide throughput services to move crude oil via pipeline or railcar or to provide terminal maintenance services. In either case, the obligation is satisfied over time utilizing the output method based on each volume of crude oil that is moved from the origination point to the final destination or based on the passage of time.
Liquids Logistics Performance Obligations
Within the Liquids Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue. For sales of commodities, we are obligated to deliver a specified amount of product over a specified period of time. For these types of agreements, revenue is recognized at a point in time based on when the product is delivered and control is transferred to the customer.
For revenue received from services rendered, we offer a variety of services which include: (i) railcar transportation services; (ii) transloading services; and (iii) logistics services. We are obligated to provide these services over a predetermined period of time. All revenue from services is recognized over time utilizing the output method based on volumes stored or moved.
F-49
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Remaining Performance Obligations
Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we utilized the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these contracts. The following table summarizes the amount and timing of revenue recognition for such contracts at March 31, 2026 (in thousands):
Year Ending March 31,
2027 $ 139,773
2028 116,139
2029 110,823
2030 94,528
2031 64,966
Thereafter 46,353
Total $ 572,582
Many agreements are short-term in nature with a contract term of one year or less. For those contracts, we utilized the practical expedient in ASC 606-10-50 that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, for our product sales contracts, we have elected the practical expedient set out in ASC 606-10-50-14A, which states that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these agreements, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and disclosure of transaction price allocated to remaining performance obligations is not required. Under product sales contracts, the variability arises as both volume and pricing (typically index-based) are not known until the product is delivered.
Contract Assets and Liabilities
Amounts owed from our customers under our revenue contracts are typically billed as the service is being provided on a monthly basis and are due within 1-30 days of billing, and are classified as accounts receivable on our consolidated balance sheets. Under certain of our contracts, we recognize revenues in excess of billings, referred to as contract assets, within prepaid expenses and other current assets in our consolidated balance sheets. Accounts receivable from contracts with customers are presented within accounts receivable and accounts receivable-affiliates in our consolidated balance sheets.
Under certain of our contracts, we may be entitled to receive payments in advance of satisfying our performance obligations under the contract. We recognize a liability for these payments in excess of revenue recognized, referred to as deferred revenue or contract liabilities, within advance payments received from customers in our consolidated balance sheets. Our deferred revenue primarily relates to:
• Prepayments. Some revenue contracts contain prepayment provisions within our Liquids Logistics segment. In some cases, we also receive prepayments from customers purchasing commodities, which allows the customer to secure the right to receive their requested volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability.
• Contracts with variable volumes and pricing. As described above in our Water Solutions segment, we revise the estimate of variable consideration at each reporting period. As the actual amount billed and received from the customer may differ from the amount of revenue recognized, a contract asset or liability is recorded.
• Capital reimbursements. Certain contracts in our Water Solutions segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets, such as water gathering pipelines, booster stations and custody transfer points, utilized to provide services to them under the revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract.
F-50
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
The following tables summarize the balances of our contract assets and liabilities at the dates indicated:
March 31,
2026 2025 2024
(in thousands)
Accounts receivable from contracts with customers (1) $ 465,003 $ 294,378 $ 336,948
Contract assets (current) $ 5,201 $ 512 $ —
Contract liabilities at March 31, 2024 $ 16,933
Payment received and deferred 49,787
Payment recognized in revenue ( 57,293 )
Liabilities held for sale (2) ( 259 )
Contract liabilities at March 31, 2025 9,168
Payment received and deferred 19,953
Payment recognized in revenue ( 15,153 )
Contract liabilities at March 31, 2026 $ 13,968
(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 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. 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. Operating lease expense for short-term leases is recognized on a straight-line basis over the lease term and is disclosed below.
F-51
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
We have lease agreements with lease and non-lease components, which are generally accounted for separately. 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:
Year Ended March 31,
2026 2025 2024
(in thousands)
Operating lease cost (1) $ 41,274 $ 41,014 $ 44,683
Variable lease cost (1) 42,673 37,123 31,118
Short-term lease cost (1) 538 1,029 931
Finance lease cost
Amortization of right-of-use asset (2) 858 5 5
Interest on lease obligation (3) 503 9 12
Total lease cost $ 85,846 $ 79,180 $ 76,749
(1) Included in operating expenses in our consolidated statements of operations.
(2) Included in depreciation and amortization expense in our consolidated statements of operations.
(3) Included in interest expense in our consolidated statement of operations.
Amounts in the table above do not include lease costs related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).
The following table summarizes the weighted average lease term and weighted average discount rate for the periods indicated:
Year Ended March 31,
2026 2025
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 Leases (1)
2027 $ 40,851 $ 3,209
2028 37,292 3,209
2029 25,095 1,556
2030 14,149 22
2031 4,940 —
Thereafter 20,295 —
Total lease payments 142,622 7,996
Less imputed interest ( 27,003 ) ( 788 )
Total lease obligations $ 115,619 $ 7,208
(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.
F-52
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
The following table summarizes supplemental cash flow information related to our leases for the periods indicated:
Year Ended March 31,
2026 2025 2024
(in thousands)
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease obligations
Operating cash outflows from operating leases $ 42,226 $ 41,541 $ 44,781
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 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, 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. If an arrangement is determined to contain a lease, we classify the lease as operating, sales-type or direct financing. Lessor accounting under ASC 842 is substantially unchanged and all of our leases will continue to be classified as operating leases. We also, from time to time, sublease certain of our storage capacity and railcars to third-parties. Fixed rental revenue is recognized on a straight-line basis over the lease term. During the years ended March 31, 2026, 2025 and 2024, fixed rental revenue was $ 13.3 million , $ 15.0 million and $ 17.8 million , which includes $ 4.3 million, $ 3.4 million and $ 6.2 million of sublease revenue, respectively.
The following table summarizes future minimum lease payments to be received under various noncancelable operating lease agreements at March 31, 2026 (in thousands):
Year Ending March 31,
2027 $ 10,147
2028 6,915
2029 2,402
2030 609
2031 617
Thereafter 514
Total $ 21,204
Note 16— Allowance for Current Expected Credit Losses
ASU 2016-13 requires that an allowance for expected credit losses be recognized for certain financial assets that reflects the current expected credit loss over the financial asset’s contractual life. 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. A counterparty’s ability to pay is assessed through a credit process that considers the payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness and other risks. We can require prepayment or collateral to mitigate credit risks.
F-53
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
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. Financial assets will be written off in whole, or in part, when practical recovery efforts have been exhausted and no reasonable expectation of recovery exists. Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance for expected credit losses. We manage receivable pools using past due balances as a key credit quality indicator.
The following table summarizes changes in our allowance for expected credit losses for the periods indicated:
Accounts Receivable Notes Receivable and Other
(in thousands)
Allowance for expected credit losses at March 31, 2024 $ 1,446 $ 51
Change in provision for expected credit losses 2,514 ( 18 )
Dispositions (see Note 17) ( 146 ) —
Assets held for sale (see Note 18) ( 44 ) —
Write-offs charged against the provision ( 81 ) —
Allowance for expected credit losses at March 31, 2025 3,689 33
Change in provision for expected credit losses 518 ( 15 )
Dispositions (See Note 17) 18 —
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 consolidated balance sheet (see Note 18).
Note 17— Other Matters
Acquisition and Disposition of Certain Saltwater Disposal Assets
On June 21, 2023, we sold certain saltwater disposal assets in the Eagle Ford Basin to a third-party for total consideration of $ 3.0 million, of which $ 0.05 million was in cash and $ 2.95 million was a loan receivable. The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. Interest on the loan receivable is based on the prime rate and is due monthly beginning on August 1, 2023. 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 termination of a loan receivable (discussed above), and was allocated to property, plant and equipment, asset retirement obligation and noncontrolling interest.
Acquisition of Airplanes
As discussed in Note 12, during the year ended March 31, 2025, we created a new aviation entity whereby we own a 90 % interest and a member of our management owns a 10 % interest. The aviation entity is considered a VIE (see Note 2). During the three months ended June 30, 2024, the aviation entity purchased an airplane for total consideration of $ 8.1 million, of which $ 1.7 million was paid in cash and $ 6.4 million was a note payable (see Note 7). We also executed a guarantee for the benefit of the lender for the outstanding loan.
As discussed in Note 12, during the year ended March 31, 2025, we created a new aviation entity whereby we own a 90 % interest and a member of our management owns a 10 % interest. The aviation entity is considered a VIE (see Note 2). During the three months ended December 31, 2024, the aviation entity purchased an airplane for total consideration of $ 8.1 million, of which $ 1.7 million was paid in cash and $ 6.4 million was a note payable (see Note 7). We also executed a guarantee for the benefit of the lender for the outstanding loan.
F-54
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
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, 2026 and 2025 consolidated balance sheets (see Note 2).
Purchase and Sale of Marketable Equity Securities
On March 26, 2025, we purchased 2,200,000 shares of Prairie Operating Co. (“Prairie”) for $ 9.9 million. From March 27, 2025 to March 31, 2025, we sold 731,663 of these shares for $ 4.1 million and recognized a gain of $ 0.8 million within other income, net in our consolidated statement of operations 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.
Dispositions
Water Solutions
Sale of Certain Saltwater Disposal Assets
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. The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. For this transaction, the consideration was allocated between the termination of the water disposal contract and the sale of assets based on their relative fair values. The terminated contract included a minimum volume commitment through December 31, 2025. Approximately $ 7.8 million of the total consideration was allocated to the termination of the water disposal contract and was recognized as revenue, and the remaining $ 0.9 million was allocated to the sale of assets. We recorded a loss of $ 21.2 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024 .
On December 8, 2023, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $ 12.0 million in cash. The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. We recorded a loss of $ 1.3 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operation for the year ended March 31, 2024.
On April 15, 2024, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $ 4.2 million in cash . The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. 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 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.
Sale of Certain Freshwater Water Solutions Facilities
On April 5, 2024, we sold approximately 122,250 acres of real estate on two ranches located in Eddy and Lea Counties, New Mexico and certain intangible assets to a third-party for total consideration of $ 68.5 million in cash, including working capital . Our two ranches include fee, state and federal agricultural leased property, certain water rights, freshwater wells, and related freshwater infrastructure. 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.
F-55
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
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 . 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.
Liquids Logistics
Fiscal Year 2024 Transactions
On July 24, 2023, we sold two natural gas liquids terminals in the Pacific Northwest to a third-party for total consideration of $ 16.0 million in cash. Also, as part of this transaction, we wrote off goodwill allocated to this transaction and terminated an existing lease. We recorded a gain of $ 6.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024 .
On November 15, 2023, we sold a certain other natural gas liquids terminal to a third-party for total consideration of $ 2.3 million in cash. The buyer also assumed certain asset retirement obligations associated with the natural gas liquids terminal. As part of this transaction, we also terminated an existing lease. We recorded a gain of $ 1.6 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024.
Fiscal Year 2025 Transactions
On March 31, 2025, we sold our natural gas liquids terminal in Green Bay, Wisconsin to a third-party for total consideration of $ 3.8 million. We recorded a gain of $ 2.0 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025. In addition, the buyer purchased inventory for $ 0.2 million.
Exiting a Business
During the three months ended December 31, 2024, we started the process of winding down our biodiesel business by allowing our storage lease and certain railcar leases to expire and closing out the open purchase and sale contracts. Other than the railcar and storage leases, this business did not have any other long-lived assets. We liquidated all of our inventory and renewable identification numbers by March 31, 2025.
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).
F-56
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Crude Oil Logistics
Sale of Certain Railcars
During the three months ended March 31, 2025, we sold 193 railcars for total consideration of $ 14.4 million. We recognized a gain of $ 5.5 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025. As of March 31, 2025, we entered into definitive agreements with third-parties to sell an additional 135 railcars, which have been classified as held for sale (see Note 18). 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 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.
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
Assets Held for Sale
Cash and cash equivalents $ — $ — $ 114 $ 114
Accounts receivable, net — — 21,204 21,204
Inventories — — 20,715 20,715
Prepaid expenses and other current assets — — 5,098 5,098
Property, plant and equipment, net 412 1,350 51,349 53,111
Goodwill — — 17,051 17,051
Intangible assets, net 29,557 — 9,718 39,275
Investments in unconsolidated entities 18,221 — 51 18,272
Operating lease right-of-use assets — — 3,962 3,962
Other noncurrent assets — 1,237 3,142 4,379
Valuation allowance on assets held for sale ( 7,974 ) — — ( 7,974 )
Total assets held for sale $ 40,216 $ 2,587 $ 132,404 $ 175,207
Liabilities Held for Sale
Accounts payable $ — $ — $ 32,072 $ 32,072
Accrued expenses and other payables — — 4,650 4,650
Advance payments received from customers — — 259 259
Operating lease obligations-current — — 1,705 1,705
Operating lease obligations-noncurrent — — 2,233 2,233
Other noncurrent liabilities 94 — 1,090 1,184
Total liabilities held for sale $ 94 $ — $ 42,009 $ 42,103
F-57
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
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
Prepaid expenses and other current assets 82
Total assets of discontinued operations $ 67,432
Liabilities of Discontinued Operations
Accounts payable $ 48,454
Accrued expenses and other payables 4,295
Total liabilities of discontinued operations $ 52,749
The following table summarizes the results of operations from discontinued operations related to our refined products and biodiesel businesses for the periods indicated:
Year Ended March 31,
2026 2025 2024
(in thousands)
Revenues $ 148,081 $ 2,253,294 $ 2,803,264
Cost of sales 146,508 2,267,498 2,781,360
Operating expenses 463 4,865 5,580
General and administrative expenses (1) ( 6 ) 197 256
Depreciation and amortization — 223 409
(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
Income (loss) from discontinued operations before taxes 39,356 ( 21,716 ) 15,551
Income tax expense ( 16 ) ( 110 ) ( 947 )
Income (loss) from discontinued operations, net of tax $ 39,340 $ ( 21,826 ) $ 14,604
(1) Negative amounts relate to prior period adjustments.
F-58