GLP 10-K & 10-Q changes, risk factors and insider trading

We are currently involved in twothree joint ventures accounted for using the equity method. We may not always be in complete alignment with our unaffiliated joint venture counterparties due to, for example, conflicting strategic objectives, change in control, change in market conditions or applicable laws, or other events. We may disagree on governance matters with respect to the respective joint venture or the jointly-owned assets and may be outvoted by our respective joint venture counterparty. Our joint venture arrangements may also require us to expend additional resources that could otherwise be directed to other areas of our business. As a result of such challenges, the anticipated benefits associated with our joint ventures may not be achieved and could negatively impact our results of operations.

Tariffs and other controls on imports and exports could significantly impact our operations and costs, adversely affecting our business.

Our operations involve the international purchase and resale of petroleum products and renewable fuels, and can be affected by import duties applicable to these products’ movement across borders. In addition, the products we sell in our convenience stores and the equipment and materials we utilize in our operations may also be similarly affected by import duties. In February 2025, the United States proposed imposing additional import duties of 10% on energy products from Canada, 25% on other products from Canada and Mexico and additional tariffs on products from China. While certain of these tariffs have not yet been implemented, theseTariffs and other importduties dutiesand controls on energy products that we trade internationally, the products we sell in our convenience stores or the equipment and materials we utilize in our operations could materially impact us. Our business may be adversely affected by increased costs resulting from such duties.duties and controls. The timing and scope of import duty changesand controls and the associated cost burdens cannot be definitively determined, or controlled for, in advance.

Prices for certain products we sell have historically been volatile. General political conditions, acts of war or other conflicts such as the conflictsconflict in Ukraine and hostilities in the Middle East, terrorism and instability in oil producing regions, particularly in the United States, Canada, Middle East, Russia, Africa and South America, including Venezuela, could significantly impact crude oil supplies and crude oil and refined petroleum product costs. Significant increases and volatility in wholesale gasoline costs could result in significant increases in the retail price of motor fuel products and in lower margins per gallon. Increases in the retail price of motor fuel products could impact consumer demand for motor fuel. This volatility makes it extremely difficult to predict the impact future wholesale cost fluctuations will have on our operating results and financial condition. Dramatic increases in crude oil prices squeeze fuel margins because fuel costs typically increase faster than these increased costs can be passed along to customers. Higher fuel prices trigger higher credit card expenses, because credit card fees are calculated as a percentage of the transaction amount, not as a percentage of gallons sold. A significant change in any of these factors could materially impact our customers’ needs, motor fuel gallon volumes, gross profit and overall customer traffic, which in turn could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

Our credit agreement and indentures limit our ability to pay distributions upon the occurrence of certain events. For example, our credit agreement and the indentures limitslimit our ability to pay distributions upon the occurrence of the following events, among others:

On July 21, 2010, new comprehensive financial reform legislation, known as theThe Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), was enacted thatin establishes2010, established federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market. The Act requires the Commodity Futures Trading Commission (“CFTC”), the SEC and other regulators to promulgate rules and regulations implementing the new legislation.

The CFTC has finalized rules that place limits on positions in certain core futures and equivalent swaps contracts for, or linked to, certain physical commodities, subject to exceptions for certain bona fide hedging transactions. We currently do not expect such rules will have a material impact on us. The CFTC has also adopted a final rule regarding aggregation of positions, under which a party that controls the trading of, or owns 10% or more of the equity interests in, another party will have to aggregate the positions of the controlled or owned party with its own positions for purposes of determining compliance with position limits unless an exemption applies. The CFTC’s aggregation rules are now in effect, though CFTC staff have granted relief—until August 12, 2025 or the effective date of any codifying rulemaking—from various conditions and requirements in the final aggregation rules. With the implementation of the final aggregation rules and upon the effectiveness of the final CFTC position limits rule, our ability to execute our hedging strategies described above could be limited.

Technological advances and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, may adversely affect the demand for gasoline. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations which promote the use of alternative fuel sources. A number of new legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive. Changing consumer preferences or driving habits could lead to new forms of fueling destinations or potentially fewer customer visits to our sites, resulting in a decrease in gasoline sales and/or sales of food, sundries and other on-site services. In addition, higher prices, including as result of tariffs and other controls on imports or exports of goods, and inflation in general could reduce the demand for gasoline and the products and services we offer at our convenience stores and adversely impact our sales. A reduction in our sales could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

The bulk terminals we own or lease or at which we maintain dedicated storage facilities play a key role in moving product to our customers. AsWe ofown, Decemberlease 31,or 2024, we owned, operated and maintainedmaintain dedicated storage facilities at 47a bulknumber terminals and maintained dedicated storage at sevenof bulk terminals at which we have leases and terminalling agreements. These lease and terminalling agreements are subject to expiration at various times through 2028.2030. If these lease and terminalling agreements are not renewed or we are unable to renew them at rates and on terms and conditions satisfactory to us or we are otherwise unable to replace such dedicated storage as may be needed, it could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

Our operations are subject to federal, state and municipal laws and regulations regulating, among other matters, logistics activities, product quality specifications and other environmental matters. The trend in environmental regulation has been towards more restrictions and limitations on activities that may affect the environment over time. For example, while in office, President Biden signed an executive order calling for new or more stringent emissions standards for new, modified and existing oil and gas facilities, and the EPA has finalized rules to that effect,effect. although theseThese rules are subject to legal challenge.challenge, withdrawal, or repeal by the Trump administration, and enforcement of such rules under President Trump is subject to change. Our businesses may be adversely affected by increased costs and liabilities resulting from such stricter laws and regulations. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance. There can be no assurances as to the timing and type of such changes in existing laws or the promulgation of new laws or the amount of any required expenditures associated therewith.

The threat of climate change continues to attract considerable attention. In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, while in office, President Biden made action on climate change a priority of his administration. For example, on August 16, 2022, President Biden signed into law the IRA which contains hundreds of billions of dollars in incentives for the development of renewable energy, clean fuels, electric vehicles and supporting infrastructure, and carbon capture and sequestration, among other provisions. Moreover, federal regulators and state and local governments have taken (or announced that they plan to take) actions that have or may have a significant influence on our operations. For example, following the finding that GHG emissions such as carbon dioxide and methane threaten the public health and welfare,Historically, the EPA has promulgated or adopted regulationsrules tothat, regulateamong other things, establish permit reviews for GHG emissions from certain large stationary sources,sources; require the monitoring and annual reporting of GHG emissions from certain sources, implement emissions standards for certainspecified sources in the United States; implement standards reducing emissions of methane, a form of GHG, from specified oil and gas sector,sectors; and (together with NHTSA),the U.S. Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation in the United States. In addition, it is possible federal legislation could be adopted in the future to restrict GHGs, as Congress has considered various proposals to reduce GHG emissions from time to time. Many states and regions have also adopted GHG initiatives.

FutureThe rescission of the 2009 Endangerment Finding may affect the legal and regulatory framework supporting federal GHG regulation, and the ultimate scope and durability of federal GHG requirements remain subject to further regulatory action and judicial review. It is possible that future international, federalfederal, and state initiatives to control GHG emissions could result in increased costs associated with refined petroleum products consumption, such as costs to install additional controls to reduce GHG emissions or costs to purchase emissions reduction credits to comply with future emissions trading programs. Such increased costs could result in reduced demand for refined petroleum products and some customers switching to alternative sources of fuelfuel, which could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

Climate change continues to attract considerable public and scientific attention. This attention has also resulted in increased political risks, including climate change related pledges made by certain candidates forfor, or holders of, public office. These have included promises to curtail oil and gas operations on federal land, such as through the cessation of leasing federal land for hydrocarbon development. Other actions that could be pursued include more restrictive requirements for the development of midstream infrastructure. Additionally, litigation has been filed against companies in the energy industry related to climate change. Although the litigation is varied, many such suits allege that oil and gas companies have created public nuisances by producing fuels that contribute to climate change or allege that the companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose those impacts to their investors and customers. Should such suits succeed, we could face additional costs or litigation risks.

1Increasing1Increased attention to environmental, social and governance (“ESG”) matters may impact our business.

IncreasingIncreased attention to, and social expectations on, companies to address climate change and other environmental and social impacts, investor and societal explanations regarding voluntary ESG disclosures, and increased consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our unit price and access to capital markets. IncreasingIncreased attention to climate change and environmental conservation, for example, may result in demand shifts for our products and additional governmental investigations and private litigation against us. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation or contribution to the asserted damage, or other mitigating factors.

Relatedly,In addition, organizations that provide informationinformation, ratings or advisory services, to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings or recommendations are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings or recommendations may lead to increased negative investor sentiment toward us or our customers and to the diversion of investment or other industries which could have a negative impact on our unit price and/ or our access to and costs of capital. Additionally, certain institutional lenders may decide not to provide funding or insurance for fossil fuel energy companies or the corresponding infrastructure projects based on climate change related concerns, which could affect our access to capital for potential growth projects. Moreover, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively or recruit or retain employees, which may adversely affect our operations.

Finally, certain public statements with respect to certainsustainability matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, have been subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential benefits. CertainFederal and state regulators, as well as non-governmental organizations and other private actorsactors, have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements,ESG statements, goals, or standards were misleading, false, or otherwise deceptive. Any alleged claims of greenwashing against us or others in our industry may lead to increased litigation risks, further negative sentiment and diversion of investments. Additionally,Certain employment or business practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve. More recent political developments could mean that we could face increasing criticism or litigation risks from certain “anti-ESG” parties. Consideration of ESG-related factors in our decision-making could be subject to increasing scrutiny and objection from such anti-ESG parties. We cannot be certain of the impact of such regulatory, legal and other developments on our business. Accordingly, there may be increased costs related to reviewing, implementing and managing such policies, as wewell attemptas to comply withcompliance and navigatelitigation regulatoryrisks focusbased andboth scrutiny.on positions we do or do not take, or work we do or do not perform.

Our operations involve the buying and selling, gathering and blending of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil and shipping it to various markets including on railcars that we lease. The derailments of trains transporting such products in North America have caused various regulatory agencies and industry organizations, as well as federal, state and municipal governments, to focus attention on transportation by rail of flammablecertain materials. Additional measures have been taken in both the United States and Canada to regulate the transportation of these products. Please read Part I, Items 1. and 2. “Business and Properties—Regulation—Hazardous Materials Transportation.”

Terrorist activity could lead to increased volatility in prices for home heating oil, gasoline and other products we sell, which could decrease our customers’ demand for these products. Insurance carriers are required to offer coverage for terrorist activities as a result of federal legislation. We purchase this coverage with respect to our property and casualty insurance programs. ThisThe additionalcost of this coverage resulted in additional insurance premiums which could increase further in the future.

We depend on our operational and information technology systems, including information technology systems hosted, managed and controlled by third-party service providers, to manage numerous aspects of our businesses and to provide analytical information to management. Our operational and information technology systems are an essential component of our businesses and growth strategies, and a serious disruption to our operational and information technology systemssystems, including those of our third-party service providers, could significantly limit our ability to manage and operate our businesses effectively. These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunication services, physical and electronic loss of data, cybersecurity and other security breachesbreaches, computer viruses and computer viruses.malware. In addition, advances in computer capabilities, discoveries in the field of artificial intelligence, or other developments may result in a compromise or breach of the technology we use to safeguard our operational and information technology systems and confidential, personal, or otherwise protected information. As the breadth and complexity of the technologies we use continue to grow, including as a result of the use of mobile devices, cloud services, artificial intelligence, open-source software, social media and the increased reliance on devices connected to the internet, the potential risk of cyberattacks and cybersecurity incidents also increases. While we believe we have adequate systems and controls in place, we are continuously working to install new, and upgrade existing, operational and information technology systems and provide employee awareness around phishing, malware and other cybersecurity risks in an effort to ensure that we are protected against cybersecurity risks and security breaches. We have a disaster recovery plan in place, but this plan may not entirely prevent delays or other complications that could arise from an operational and information technology systems failure or disruption. Any failure or interruption in our operational and information technology systemssystems, or those of our third-party service providers, could have a negative impact on our operating results, cause our businesses and competitive position to suffer and damage our reputation.

We have providers that may incorporate generative artificial intelligence and other similar artificial intelligence tools and systems into their offerings, and these providers may not meet regulatory or industry standards.

We have providers that may incorporate generative artificial intelligence and other similar artificial intelligence (“AI”) tools and systems into their offerings. The providers of these AI tools and systems may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our providers’ ability to maintain an adequate level of service. The use of AI tools and systems also adds heightened risks related to intellectual property infringement, inaccurate or misleading AI system output and unintended biases and discriminatory outcomes. If these vendors or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of AI tools and systems and generative AI in particular, we may lose valuable confidential information and experience a disruption of our operations,operations. Risks of AI system use also include fines, penalties, governmental scrutiny and litigation. All of these risks could adversely affect our business, financial results, reputation and the public perception of the effectiveness of our security measuresmeasures. couldAccordingly, bewe harmed.continue to enhance our practices to manage the opportunity and risks of AI system use, which may require significant additional and ongoing investments to address lawful and responsible deployment.

We are subject to various federal and state laws and regulations related to cybersecurity, privacycybersecurity and data protectionprivacy, which can impact our operations and increase our costs.

We are subject to various federal and state lawscybersecurity and regulations related to cybersecurity, privacy and data protection, including privacy laws in Texas which took effect during 2024 and New Hampshire which took effect at the beginning of 2025.laws. We monitor pendinglegislative and proposedenforcement legislation and regulatory initiativespriorities to ascertain their relevance to and potential impact on our businessbusiness. The trend during the past 10 years of new and develop strategies to address them, including any required change to ourenhanced privacy and cybersecurity compliancelaws programcontinued in 2025. During 2025, new cybersecurity and policies. We see a trend toward privacy laws increasingthat inapply complexityto andour number,business were enacted or became effective, including the adoptionU.S. Coast Guard Cyber Security Regulations under the Marine Transportation Security Act, published in January 2025, which pertain to certain of our terminals, and a new consumer privacy lawslaw which entered into force in additionalNew states,Hampshire. and weWe anticipate that our cybersecurity and privacy obligations will expandcontinue commensurately,to increase, which may require us to expend significant resources. Further, any actual or perceived failure to comply with any new or existing laws, regulationsprivacy and othercybersecurity obligationslaws couldmay result intrigger fines, penalties, governmental scrutiny, litigation, reputational harm or other liability.

As of February 21,20, 2025,2026, our general partner and affiliates of our general partner, including directors and executive officers and their affiliates, owned 19.1%12.7% of our common units and the entire general partner interest. Although our general partner has a fiduciary duty to manage us in a manner beneficial to us and our unitholders, the directors and officers of our general partner have a fiduciary duty to manage our general partner in a manner beneficial to its owners. Furthermore, certain directors and officers of our general partner are directors or officers of affiliates of our general partner. Conflicts of interest may arise between our general partner and its affiliates, on the one hand, and us and our unitholders, on the other hand. As a result of these conflicts, our general partner may favor its own interests and the interests of its affiliates over the interests of our unitholders. Please read “—Our partnership agreement limits our general partner’s fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.” These conflicts include, among others, the following situations:

Prior to making any distribution on the common units, we reimburse our general partner and its affiliates for all expenses they incur on our behalf, which is determined by our general partner in its sole discretion. These expenses include all costs incurred by the general partner and its affiliates in managing and operating us, including costs for rendering corporate staff and support services to us. We are managed and operated by directors and executive officers of our general partner. In addition, the majority of our operating personnel are employees of our general partner. Please read Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence.” The reimbursement of expenses and payment of fees, if any, to our general partner and its affiliates could adversely affect our ability to pay cash distributions to our unitholders.

Mr. Richard Slifka and his affiliates (other than us) are subject to noncompetition provisions in the omnibus agreement and business opportunity agreement. In addition,While Mr. Eric Slifka’s employment agreement contains noncompetition provisions.provisions, Theseit agreements dodoes not prohibit Messrs. Richard Slifka and EricMr. Slifka and certain affiliates of our general partner from owning certain assets or engaging in certain businesses that compete directly or indirectly with us. Please read Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence—Noncompetition.”

Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes and not being subject to a material amount of entity-level taxation. If the Internal Revenue Service, or IRS, were to treat us as a corporation for U.S. federal income tax purposes, or we become subject to entity level taxation for state tax purposes, our cash available for distribution to our common unitholders would be substantially reduced.

Despite the fact that we are organized as a limited partnership under Delaware law, we wouldwill be treated as a corporation for U.S. federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations and current Treasury Regulations, we believe we satisfy the qualifying income requirement. However, no ruling has been or will be requested regarding our treatment as a partnership for U.S. federal income tax purposes. Failing to meet the qualifying income requirement or a change in current law could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to taxation as an entity.

If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the corporate tax rate.rate, which is currently a maximum of 21%, and would likely pay state income tax at varying rates. Distributions to our unitholders would generally be taxed again as corporate distributions, and no income, gains, losseslosses, deductions or deductionscredits would flow through to our unitholders. Because a tax would be imposed upon us as a corporation, our cash available for distribution to our unitholders would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.

Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to additional amounts of entity level taxation for U.S. federal, state, municipal or foreign income tax purposes, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law or interpretation on us. At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation. We currently own assets and conduct business in several states that impose a margin or franchise tax. In the future, we may expand our operations. Imposition of a similar tax on us in other jurisdictions that we may expand to could substantially reduce our cash available for distribution to our unitholders.

The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our units, may be modified by administrative, legislative or judicial changes or differing interpretations thereof at any time. From time to time, members of Congress have proposed and considered substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate our ability to qualify for partnership tax treatment. Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment. Further, while unitholders of publicly traded partnerships are, subject to certain limitations, entitled to a deduction equal to 20% of their allocable share of a publicly traded partnership’s “qualified business income,” this deduction is scheduled to expire with respect to taxable years beginning after December 31, 2025.

AsEven though we (as a partnership for U.S. federal income tax purposes) are not subject to U.S. federal income tax, some of Decemberour 31,operations 2024, weare conducted through subsidiaries that are organized as corporations for U.S. federal income tax purposes. We conduct substantially all of our operations of our end-user business through six subsidiaries that are treated as corporations for U.S. federal income tax purposes. These corporations primarily engage in the retail sale of gasoline and/or operate convenience stores and collect rents on personal property leased to dealers and commissioned agents at other stations. We may elect to conduct additional operations through these corporate subsidiaries in the future. These corporate subsidiaries are subject to corporate-level taxes, which reduce the cash available for distribution to us and, in turn, to our unitholders. If the IRS were to successfully assert that these corporations have more tax liability than we anticipate or legislation were enacted that increased the corporate tax rate, our cash available for distribution to our unitholders would be further reduced. The income tax return filing positions taken by these corporate subsidiaries may require judgment, use of estimates, and the interpretation and application of complex tax laws. Despite our belief that the income tax return positions taken by these subsidiaries are fully supportable, certain positions may be successfully challenged by the IRS, state or local jurisdictions.

We currently own assets and conduct business in several states, some of which impose a personal income tax on individuals, corporations and other entities. As we make acquisitions or expand our businesses, we may own assets or conduct business in additional states that impose a personal income tax. It is our unitholders’ responsibility to file all U.S. federal, state, municipal and non-U.S. tax returns and pay any taxes due in these jurisdictions. Unitholders should consult with their own tax advisors regarding the filing of such tax returns, the payment of such taxes, and the deductibility of any taxes paid.

Although we expect that much of the income we earn is generally eligible for the 20% deduction for qualified publicly-traded partnership income for taxable years beginning before December 31, 2025,income, the Treasury Regulations provide that income attributable to a guaranteed payment for the use of capital is not eligible for the 20% deduction for qualified business income. As a result, income attributable to a guaranteed payment for use of capital recognized by holders of our preferred units is not eligible for the 20% deduction for qualified business income.

We have three joint ventures that we account for our investments in Spring Partners Retail LLC (“SPR”) and Everett Landco GP, LLC (“Everett”) as equity method investments. Under this method, our share of income and losseslosses, as applicable, is included in (loss) income from equity method investments in the accompanying consolidated statements of operations of Global Partners LP, and our investment balancebalances in the joint ventures are included in equity method investments in the accompanying consolidated balance sheets of Global Partners LP. See Note 17 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of SPRour orequity Everett.method investments.

We are a master limited partnership formed in March 2005. We own, control or have access to a large terminal network of refined petroleum products and renewable fuels—with connectivity to strategic rail, pipeline and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. We are one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia. As of December 31, 2024,2025, we had a portfolio of 1,5841,524 owned, leased and/or supplied gasoline stations, including 300290 directly operated convenience stores, primarily in the Northeast, as well as 6467 gasoline stations located in Texas that are operated or supplied by our joint venture, SPR.Spring Partners Retail LLC (“SPR”). We are also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

Collectively, we sold approximately $16.6$18.0 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the year ended December 31, 2024.2025. In addition, we had other revenues of approximately $0.6$0.5 billion for the year ended December 31, 20242025 from convenience store and prepared food sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.

2032Corp. Notes(the Offering—On January 18, 2024, we and GLP Finance Corp.“Issuers”) issued $450.0 million aggregate principal amount of 8.250%7.125% senior notes due 20322033 (the “20322033 Notes”) that are guaranteed by certain of our subsidiaries in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended.amended (the “Securities Act”). We used the net proceeds from the offering to fund the purchase of a portion of our 7.00% senior notes due 2027 (the “2027 Notes”) in a cash tender offer and to repay a portion of the borrowings outstanding under our credit agreementagreement. andOn forAugust general1, corporate2025, purposes.the Issuers redeemed the remaining 2027 Notes not purchased in the tender offer. See “—Liquidity and Capital Resources—Senior Notes.”

Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and our proportionate share of EBITDA related to our joint venturesventure, SPR, which is accounted for using the equity method. EBITDA and adjusted EBITDA should not be considered as alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Adjusted distributable cash flow is a non-GAAP financial measure intended to provide management and investors with an enhanced perspective of our financial performance. Adjusted distributable cash flow is distributable cash flow (as defined in our partnership agreement) further adjusted for our proportionate share of distributable cash flow related to our joint venturesventure, SPR, which is accounted for using the equity method. Adjusted distributable cash flow is not used in our partnership agreement to determine our ability to make cash distributions and may be higher or lower than distributable cash flow as calculated under our partnership agreement.

Our total sales were $17.2$18.5 billion and $16.5$17.2 billion for 20242025 and 2023,2024, respectively, an increase of $0.7$1.3 billion, or 4%,8%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our aggregate volume of product sold was 6.67.9 billion gallons and 5.76.6 billion gallons for 20242025 and 2023,2024, respectively, increasingan 920increase millionof 1.3 billion gallons from the prior year (consisting of increases of 9161.3 millionbillion gallons in our Wholesale segment and 4891 million gallons in our Commercial segment, offset by a decrease of 4484 million gallons in our GDSO segment). The increaseincreases in our Wholesale segment sales includesand volume sold include the addition of 25 refined product terminals and related assets we acquired from Motiva Enterprises LLC (“Motiva”) in December 2023 which are located along the Atlantic Coast, in the Southeast and in Texas (the “Motiva Terminal Facilities”) and four refined-product terminals we acquired from Gulf Oil Limited Partnership (“Gulf Oil”) in April 2024 and one liquid energy terminal in East Providence, Rhode Island we acquired from ExxonMobil Oil Corporation in November 2024 (collectively, the “GulfAcquired Terminals”).

Our gross profit was $1.1 billion and $973.6 million for 2024both 2025 and 2023, respectively,2024, increasing $84.3$4.2 million, or 9%.million. Our Wholesale segment product margins increased primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in gasoline blendstocks and distillates, partially offset by less favorable market conditions in gasoline and residual oil. In our GDSO segment, our gasoline distribution product margin increased primarilydecreased due in part to highera fueldecline marginsin (centsvolume per gallon),sold, and our station operations product margin increased primarily due to increases in sundries and rental income, but was negatively impacteddecreased due in part to the sales and conversions of certain company-operated sites.sites Inand ourto a decrease in sundries. Our Commercial segment, oursegment product margin decreased primarilydue duein part to less favorable market conditions.conditions in bunkering. The increase in gross profit was partially offset by a $31.6$5.7 million increase in depreciation allocated to cost of sales.

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $6.5$7.8 billion and $5.9$6.5 billion for 20242025 and 2023,2024, respectively, an increase of $0.6$1.3 billion, or 10%,20%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our gasoline and gasoline blendstocks product margin was $181.8$205.5 million and $105.2$181.8 million for 20242025 and 2023,2024, respectively, an increase of $76.6$23.7 million, or 73%,13%, primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in gasoline blendstocks,compared partiallyto offset2024. byOur lessproduct favorablemargin marketalso conditionsbenefited infrom gasoline.the addition of the Acquired Terminals.

Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $4.2$4.9 billion and $3.7$4.2 billion for 20242025 and 2023,2024, respectively, an increase of $0.5$0.7 billion, or 13%,17%, primarily due to an increase in distillate volume sold, partially offset by decreasesa decrease in residual oil volume sold and in distillates prices. Our product margin from distillates and other oils was $110.4$116.1 million and $96.7$110.4 million for 20242025 and 2023,2024, respectively, an increase of $13.7$5.7 million, or 14%,5%, primarily due to more favorable market conditions in distillates, offset by less favorable market conditions in residual oil.

Gasoline Distribution. Sales from gasoline distribution were $4.8$4.2 billion and $5.3$4.8 billion for 20242025 and 2023,2024, respectively, a decrease of $0.5$0.6 billion, or 9%,12%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $578.7$574.1 million and $558.5$578.7 million for 20242025 and 2023,2024, respectively, ana increasedecrease of $20.2$4.6 million, or 4%, primarily1%, due in part to higherthe fueldecrease marginsin (centsvolume per gallon).sold.

Station Operations. Our station operations, which include (i) convenience store and prepared food sales at our directly operated stores, (ii) rental income from gasoline stations leased to dealers or from commissioned agents and from cobranding arrangements and (iii) sale of sundries, such as car wash sales and lottery and ATM commissions, collectively generated revenues of $565.8$546.7 million and $572.2$565.8 million for 20242025 and 2023,2024, respectively, a decrease of $6.4$19.1 million, or 1%, primarily due to the sales and conversions of certain company-operated sites, offset by increases in sundries and rental income.3%. Our product margin from station operations was $281.7$271.9 million and $276.0$281.7 million for 20242025 and 2023,2024, respectively, ana increasedecrease of $5.7$9.8 million, or 2%,3%. primarilyThe due to increasesdecreases in sundriessales and rentalproduct income,margin but was negatively impactedare due in part to the sales and conversions of certain company-operated sites.sites and to a decrease in sundries.

Our commercial sales were $1.1 billion and $1.0 billion for 2024both 2025 and 2023,2024, increasing $33.7$46.7 million, or 3%,4%, primarily due an increase in volume sold, partially offset by a decrease in prices. Our commercial product margin was $31.4$26.3 million and $31.7$31.4 million for 20242025 and 2023,2024, respectively, a decrease of $0.3$5.1 million, or 1%, primarily16%, due in part to less favorable market conditions.conditions in bunkering.

SG&A expenses were $292.0$305.7 million and $273.7$292.0 million for 20242025 and 2023,2024, respectively, an increase of $18.3$13.7 million, or 7%,5%, including increases of $13.5$10.5 million in wages and benefits, $9.0 million in long-term accrued discretionary incentive compensation, $2.0$3.1 million in professional fees, $2.0$2.8 million in maintenancedues and repairssubscriptions, $2.3 million in license fees and $4.4$4.2 million in various other SG&A expenses. The increase in SG&A expenses was offset by decreases of $9.1$4.0 million in expenses associated with the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements), $2.3 million in accrued discretionary incentive compensation and $3.5$2.9 million in acquisition costs.

Operating expenses were $515.3$519.5 million and $450.6$515.3 million for 20242025 and 2023,2024, respectively, an increase of $64.7$4.2 million, or 14%,1%, including an increase of $68.1$5.5 million in operating expenses associated with our terminals operations, largelydue relatedin part to thehigher acquisitionsmaintenance ofand therepairs, Motivautilities Terminaland Facilitiesproperty and,taxes, tooffset aby lesserlower extent,rent theand Gulflease Terminals,expenses. The increase in operating expenses was offset by a decrease of $3.4$1.3 million in operating expenses related to our GDSO operations, in part due to the sale of non-strategic sites during 2024.operations.

In 2024,2025, we recognized impairment charges of $0.5$0.2 million relating to certain right of use assets and construction in process assets allocated to the GDSO segment. No impairment charges were recognized in 2023.GDSO.

(Loss) Income from Equity Method Investments (Lossloss) income from equity method investments was $4.5 million and ($1.5 million) and $2.5 million for 20242025 and 2023,2024, respectively, representing our proportional share of lossincome (incomeloss) from our equity method investments in our joint ventures with SPR and Everett.ventures. See Note 17 of Notes to Consolidated Financial Statements for information on our equity method investments.

Working capital was $207.2$151.3 million and $115.0$207.2 million at December 31, 20242025 and 2023,2024, respectively, an increasedecrease of $92.2$55.9 million. Changes in current assets and current liabilities increasingdecreasing our working capital primarily include, in part, an increaseincreases of $196.8$63.2 million, $17.0 million and $17.0 million in inventories,accounts inpayable, parttrustee duetaxes topayable and the inventorycurrent acquiredportion fromof Gulfour Oil,lease liability, respectively, and a decrease of $138.7$45.0 million in accounts payable.inventories. The increasedecrease in working capital was offset by an increase of $112.7$57.6 million in theaccounts current portion of our working capital revolving credit facilityreceivable and a decrease of $79.2$15.7 million in accountsaccrued receivable.expenses and other current liabilities.

In addition, on January 29,30, 2025,2026, the board of directors of our general partner declared a quarterly cash distribution of $0.7400$0.7600 per unit ($2.96$3.04 per unit on an annualized basis) on our common units for the period from October 1, 20242025 through December 31, 20242025 to our common unitholders of record as of the close of business on February 10,9, 2025.2026. On February 14,13, 2025,2026, we paid the total cash distribution of approximately $29.5$30.8 million.

In addition, on January 13,12, 2025,2026, the board of directors of our general partner declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from November 15, 20242025 through February 14, 20252026 to our Series B preferred unitholders of record as of the opening of business on February 3,2, 2025.2026. On February 18,17, 2025,2026, we paid the total cash distribution of approximately $1.8 million.

Our operations require investments to maintain, expand, upgrade and enhance existing operations and to meet environmental and operational regulations. We categorize our capital requirements as either maintenance capital expenditures or expansion capital expenditures. Maintenance capital expenditures represent capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of, or revenues generated by, existing assets and extend their useful lives. Maintenance capital expenditures also include expenditures required to maintain equipment reliability, tank and pipeline integrity and safety and to address certain environmental regulations. We anticipate that maintenance capital expenditures will be funded with cash generated by operations. We had approximately $46.9$54.0 million and $60.8$46.9 million in maintenance capital expenditures for the years ended December 31, 20242025 and 2023,2024, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately$38.9 million and $36.7 million and $52.9 million for 20242025 and 2023,2024, respectively, are related to our investments in our gasoline station business. Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network. We have the ability to fund our expansion capital expenditures through cash from operations or our credit agreement or by issuing debt securities or additional equity. We had approximately $56.4$37.5 million and $28.0$56.4 million in expansion capital expenditures, excluding acquired property and equipment, for the years ended December 31, 20242025 and 2023,2024, respectively, primarily related to investments in our gasoline station and terminal businesses.

Net cash provided by operating activities was $31.6$284.8 million and $512.4$31.6 million for 20242025 and 2023,2024, respectively, for a period-over-period decreaseincrease in cash flow from operating activities of $480.8$253.2 million.

Net cash used in investing activities was $276.8$101.0 million for 20242025 and included $215.1 million, mostly related to the acquisition of the Gulf Terminals, $103.3$91.5 million in capital expenditures,expenditures $19.1and $29.5 million in expenditures associated with our equity method investments (see Note 17 of Notes to Consolidated Financial Statements). Net cash used in investing activities for 2025 was offset by $12.5 million in dividends received of equity method investments, $6.6 million in proceeds from the sale of property and $7.0equipment and $0.9 million in seller note issuances, netissuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments. Net cash used in investing activities was offset by $48.6 million in proceeds from the sale of property and equipment and $19.1 million in dividends received of equity method investments.

Net cash used in investing activities was $492.4$276.8 million for 20232024 and included $313.2$215.1 millionmillion, mostly related to the acquisition of theterminals Motivafrom TerminalGulf FacilitiesOil, (see$103.3 Notemillion 3in tocapital Notesexpenditures, to Consolidated Financial Statements), $95.3$19.1 million in expenditures associated with our equity method investments,investments $88.8(see millionNote in17 capitalof expenditures,Notes $8.5to Consolidated Financial Statements) and $7.0 million in seller note issuancesissuances, net which represent notes we received from buyers in connection with the sale of certain of our gasoline stationsstations, andoffset $1.5by millionloan in an immaterial acquisition.repayments. Net cash used in investing activities wasfor offset by $12.9 million in proceeds and $1.5 million in an immaterial acquisition. Net cash used in investing activities2024 was offset by $12.9$48.6 million in proceeds from the sale of property and equipment and $2.0$19.1 million in dividends received of equity method investments.

Net cash used in financing activities was $4.4$179.8 million for 20232025 and included $144.7$400.0 million in repayments in connection with the redemption of the 2027 Notes, $126.6 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $136.6$63.5 million in net payments on our working capital revolving credit facility, $3.5$13.4 million in LTIP units withheld for tax obligations, $10.0 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $0.5 million in LTIP units withheld for tax obligations and $0.1$4.0 million paid pursuant to distribution equivalent rights previously granted under our LTIP.LTIP and $3.4 million in net payments on our working capital revolving credit facility. Net cash used in financing activities was offset by $281.0$441.2 million in net borrowings on our revolving credit facility,proceeds in partconnection due to fundwith the acquisitionissuance of the Motiva2033 Terminal Facilities.Notes.

See Note 9 of Notes to Consolidated Financial StatementStatements for supplemental cash flow information related to our working capital revolving credit facility and revolving credit facility for 20242025 and 2023.2024.

Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $1.55$1.50 billion senior secured credit facility. We repay amounts outstanding and reborrow funds based on our working capital requirements and, therefore, classify as a current liability the portion of the working capital revolving credit facility we expect to pay down during the course of the year. The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement expires on MayMarch 2,20, 2026.2028.

On January 18, 2024, we and GLP Finance Corp. (the “Issuers”) issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 (the “2032 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”).Act. We used the net proceeds from the offering to repay a portion of the borrowings outstanding under our credit agreement and for general corporate purposes.

The Issuers have the option to redeem the 2029 Notes, in whole or in part, at any time on or after January 15, 2025,2026, at the redemption prices of 102.292%101.146% for the twelve-month period beginning on January 15, 2025, 101.146% for the twelve-month period beginning January 15, 2026, and 100% beginning on January 15, 2027 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. The holders of the 2029 Notes may require the Issuers to repurchase the 2029 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2029 Notes Indenture) at the prices and on the terms specified in the 2029 Notes Indenture.

We are a master limited partnership formed in March 2005. We own, control or have access to a large terminal network of refined petroleum products and renewable fuels—with connectivity to strategic rail, pipeline and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. We are one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia. As of MarchJune 31,30, 2026, we had a portfolio of 1,5131,505 owned, leased and/or supplied gasoline stations, including 290286 directly operated convenience stores, primarily in the Northeast, as well as 6869 gasoline stations located in Texas that are operated or supplied by our joint venture, Spring Partners Retail LLC (“SPR”). We are also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

Collectively, we sold $5.2$6.7 billion and $11.8 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the three and six months ended MarchJune 31,30, 2026.2026, respectively. In addition, we had other revenues of $0.1 billion and $0.3 billion for the three and six months ended MarchJune 31,30, 20262026, respectively, from convenience store and prepared food sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.

2026 EventEvents

In our Wholesale segment, we engage in the logistics of selling, gathering, blending, storing and transporting refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane. We transport these products by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. We sell home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to retail and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that we own or control or at which we have throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.

As of MarchJune 31,30, 2026, we had a portfolio of owned, leased and/or supplied gasoline stations, primarily in the Northeast, that consisted of the following:

Our total sales were $5.3$6.8 billion and $4.6 billion for the three months ended MarchJune 31,30, 2026 and 2025, respectively, increasingan $729.6increase million,of $2.2 billion, or 16%,47%, primarily due to increasesan increase in pricesprices, andpartially offset by a decrease in volume sold. Our aggregate volume of product sold was 2.1 billion gallons and 1.92.0 billion gallons for each of the three months ended MarchJune 31,30, 2026 and 2025, respectively,decreasing increasing 21037 million gallons from the prior-year period (consisting of increasesdecreases of 19431 million gallons and 4218 million gallons in our WholesaleGDSO and Commercial segments, respectively, offset by aan decreaseincrease of 2612 million gallons in our GDSOWholesale segment).

Our gross profit was $332.2$328.9 million and $255.2$272.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $77.0$56.5 million, or 30%. In our Wholesale segment, our product margins increased primarily due to more favorable market conditions, largely in gasoline and residual oil.21%. In our GDSO segment, our gasoline distribution product margin increased primarily due to higher fuel margins (cents per gallon), and our station operations product margin increased due in part to an increase in sundries. In our Wholesale segment, our product margin increased primarily due to more favorable market conditions in gasoline, partially offset by less favorable market conditions in residual oil. Our Commercial segment product margin increased primarily due to more favorable market conditions.conditions in bunkering.

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $1.9$3.3 billion and $1.7$2.1 billion for the three months ended MarchJune 31,30, 2026 and 2025, respectively, increasingan $182.9increase million,of $1.2 billion, or 11%,56%, primarily due to increases in prices and in volume sold. Our gasoline and gasoline blendstocks product margin was $101.2$78.4 million and $57.1$58.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $44.1$19.6 million, or 77%,33%, primarily due to more favorable market conditions, largelyconditions in gasoline.gasoline, partially offset by less favorable market conditions in gasoline blendstocks.

Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $1.9$1.6 billion and $1.5$1.0 billion for the three months ended MarchJune 31,30, 2026 and 2025, respectively, increasing $476.3$569.2 million, or 32%,57%, primarily due to increasesan increase in pricesprices, andpartially offset by a decrease in volume sold. Our product margin from distillates and other oils was $52.9$28.1 million and $36.5$32.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, ana increasedecrease of $16.4$4.8 million, or 45%,15%, primarily due to moreless favorable market conditions, largelyconditions in residual oil.

Gasoline Distribution. Sales from gasoline distribution were $1.0$1.4 billion and $1.1 billion for each of the three months ended MarchJune 31,30, 2026 and 2025, decreasingrespectively, $22.6increasing $333.2 million, or 2%,31%, primarily due to an increase in prices, partially offset by a decrease in volume sold, partially offset by an increase in prices.sold. Our product margin from gasoline distribution was $136.7$175.0 million and $125.8$137.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $10.9$37.1 million, or 9%,27%, primarily due to higher fuel margins (cents per gallon) compared to the same period in 2025.

Station Operations. Our station operations, which include (i) convenience store and prepared food sales at our directly operated stores, (ii) rental income from gasoline stations leased to dealers or from commissioned agents and from cobranding arrangements and (iii) sale of sundries, such as car wash sales and lottery and ATM commissions, collectively generated revenues of $122.1$142.2 million and $121.4$141.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $0.7$0.8 million, or 1%.million. Our product margin from station operations was $62.6$70.2 million and $62.1$70.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $0.5$0.2 million, or 1%.million. The increases in sales and product margin are due in part to an increase in sundries.

Our commercial sales were $367.4$370.2 million and $275.1$275.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $92.3$94.4 million or 34%, primarily due to increasesan increase in pricesprices, andpartially offset by a decrease in volume sold. Our commercial product margin was $11.7$10.5 million and $7.1$6.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $4.6$4.4 million, or 64%,72%, primarily due to more favorable market conditions.conditions in bunkering.

SG&A expenses were $99.3$83.0 million and $73.7$74.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $25.6$8.3 million, or 35%,11%, including increases of $21.1$6.8 million in accrued discretionary incentive compensation, $2.8$4.0 million in wages and benefits, $0.9 million in duesbenefits and subscriptions and $0.8$2.3 million in various other SG&A expenses.expenses, offset by a decrease of $4.8 million in professional fees.

Operating expenses were $129.2$136.8 million and $126.7$135.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $2.5$1.1 million, or 2%,1%, including increasesan increase of $1.4$2.6 million in operating expenses related to our GDSO operationsoperations, andoffset $1.1by a decrease of $1.5 million in operating expenses associated with our terminals operations.terminals.

Amortization expense related to intangible assets was $1.3 million and $1.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $2.5 million and $2.8 million for the six months ended June 30, 2026 and 2025, respectively.

Net (Loss) Gain on Sale and Disposition of Assets

Net (loss) gain on sale and disposition of assets was $3.4($0.4 million) and $2.5($0.3 million) for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $3.0 million and $2.2 million for the six months ended June 30, 2026 and 2025, respectively, primarily due to the sale of GDSO sites.

Income from equity method investments was $0.7$2.0 million and $0.1$2.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $2.7 million and $2.4 million for the six months ended June 30, 2026 and 2025, respectively, representing our proportional share of income from our equity method investments in our joint ventures. See Note 10 of Notes to Consolidated Financial Statements for information on our equity method investments.

Interest expense was $35.5$33.1 million and $36.0$34.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $0.5$1.4 million, or 1%,4%, and $68.6 million and $70.5 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $1.9 million, or 3%. These decreases are in part due to lower average balances on our credit facilities.

Income Tax (Expense) Benefit

Income tax (expense) benefit was $0.8($5.3 million) and $1.2$0.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $6.1 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively which predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.

Working capital was $184.5$230.3 million and $151.3 million at MarchJune 31,30, 2026 and December 31, 2025, respectively, an increase of $33.2$79.0 million. Changes in current assets and current liabilities increasing our working capital include, in part, increases of $242.8$176.2 million and $187.0$28.7 million in accounts receivable and inventories, respectively, due in part to an increase in prices. The increase in working capital was offset by increasesan increase of $182.2 million in the current portion of our working capital revolving credit facility and $176.6 million and $114.1$141.1 million in accounts payable and derivative liabilities, respectively,payable, also due in part to an increase in prices.

During 2026, we paid the following cash distributiondistributions to our common unitholders and our general partner:

In addition, on AprilJuly 30,29, 2026, the board of directors of our general partner declared a quarterly cash distribution of $0.7650$0.7800 per unit ($3.06$3.12 per unit on an annualized basis) on our common units for the period from JanuaryApril 1, 2026 through MarchJune 31,30, 2026 to our common unitholders of record as of the close of business on MayAugust 11,10, 2026. We expect to pay the total cash distribution of $31.1$32.1 million on MayAugust 15,14, 2026.

During the six months ended June 30, 2026, we paid the following cash distributiondistributions to holders of the Series B Preferred Units:

We have contractual obligations that are required to be settled in cash. The amounts of our contractual obligations at MarchJune 31,30, 2026 were as follows (in thousands):

Our operations require investments to maintain, expand, upgrade and enhance existing operations and to meet environmental and operational regulations. We categorize our capital requirements as either maintenance capital expenditures or expansion capital expenditures. Maintenance capital expenditures represent capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of, or revenues generated by, existing assets and extend their useful lives. Maintenance capital expenditures also include expenditures required to maintain equipment reliability, tank and pipeline integrity and safety and to address certain environmental regulations. We anticipate that maintenance capital expenditures will be funded with cash generated by operations. We had $10.0$25.8 million and $9.6$19.5 million in maintenance capital expenditures for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which $7.2$15.7 million and $7.9$15.5 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, are related to our investments in our gasoline station business. Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network. We have the ability to fund our expansion capital expenditures through cash from operations or our credit agreement or by issuing debt securities or additional equity. We had $21.9$41.0 million and $8.3$13.4 million in expansion capital expenditures, excluding acquired property and equipment, for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, primarily related to investments in our gasoline station and terminal businesses.

Net cash usedprovided inby operating activities was $104.7$204.7 million and $51.6$164.7 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, for a period-over-period decreaseincrease in cash flow from operating activities of $53.1$40.0 million.

For the threesix months ended MarchJune 31,30, 2026, the increases in accounts receivable and accounts payable are due in part to timing of sales and payments and to an increase in prices. The increase in inventories is also due in part to an increase in prices, partially offset from carrying lower levels of inventory during the period.

For the threesix months ended MarchJune 31,30, 2025, the increases in accounts receivable and accounts payable are due in part to timing of sales and payments.payments, partially offset by a decrease in prices. The decrease in inventories is due in part to carrying lower levels of inventory during the period.period and to a decrease in prices.

Net cash used in investing activities was $28.1$59.3 million for the threesix months ended MarchJune 31,30, 2026 and included $31.9$66.8 million in capital expenditures and $4.5$7.1 million in expenditures associated with our equity method investments (see Note 10 of Notes to Consolidated Financial Statements). Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was offset by $5.2$5.8 million in proceeds from the sale of property and equipmentequipment, and $3.1$5.6 million in dividends received of equity method investments.investments and $3.2 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments.

Net cash used in investing activities was $28.5$44.4 million for the threesix months ended MarchJune 31,30, 2025 and included $17.9$32.9 million in capital expenditures,expenditures $16.7and $20.3 million in expenditures associated with our equity method investments (see Note 10 of Notes to Consolidated Financial Statements). Net cash used in investing activities for the six months ended June 30, 2025 was offset by $4.7 million in dividends received of equity method investments, $4.0 million in proceeds from the sale of property and $0.2equipment and $0.1 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments. Net cash used in investing activities for the three months ended March 31, 2025 was offset by $3.6 million in proceeds from the sale of property and equipment and $2.7 million in dividends received of equity method investments.

Please read “—Capital Expenditures” for a discussion of our capital expenditures for the threesix months ended MarchJune 31,30, 2026 and 2025.

Net cash providedused byin financing activities was $138.9$133.8 million for the threesix months ended MarchJune 31,30, 2026 and included $182.2 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities was offset by $32.5$65.4 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $7.5$51.5 million in net payments on our working capital revolving credit facility, $7.6 million in LTIP units withheld for tax obligations, $6.0 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations and $3.3 million paid pursuant to distribution equivalent rights previously granted under our LTIP.

Net cash providedused byin financing activities was $79.4$112.4 million for the threesix months ended MarchJune 31,30, 2025 and included $125.2$360.3 million in repayments in connection with the redemption of a portion of our 7.00% senior notes due 2027, $109.8 million in net borrowingspayments fromon our workingfacilities capitalunder revolvingour credit facility.agreement, Net cash provided by financing activities was offset by $31.1$62.6 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $10.8$13.4 million in LTIP units withheld for tax obligations, $3.4$4.0 million paid pursuant to distribution equivalent rights previously granted under our LTIP and $0.5$3.6 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations. Net cash used in financing activities was offset by $441.3 million in proceeds in connection with the issuance of our 7.125% senior notes due 2033.

As of MarchJune 31,30, 2026, there were two facilities under the credit agreement:

The average interest rates for the credit agreement were 6.0%5.9% and 6.6%6.7% for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 6.0% and 6.6% for the six months ended June 30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026, we had $408.3$174.6 million outstanding on the working capital revolving credit facility and $103.5 million outstanding on the revolving credit facility. In addition, we had outstanding letters of credit of $159.2$84.8 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $1.13$1.44 billion and $1.03 billion at MarchJune 31,30, 2026 and December 31, 2025, respectively.

The credit agreement imposes financial covenants that require us to maintain certain minimum working capital amounts, a minimum combined interest coverage ratio, a maximum senior secured leverage ratio and a maximum total leverage ratio. We were in compliance with the foregoing covenants at MarchJune 31,30, 2026.

We had 6.875% senior notes due 2029, 8.250% senior notes due 2032 and 7.125% senior notes due 2033 outstanding at MarchJune 31,30, 2026 and December 31, 2025. Please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Notes” in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on these senior notes.

We had financing obligations outstanding at MarchJune 31,30, 2026 and December 31, 2025 associated with historical sale-leaseback transactions that did not meet the criteria for sale accounting. Please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information.

The significant accounting policies and estimates that we have adopted and followed in the preparation of our consolidated financial statements are detailed in Note 2 of Notes to Consolidated Financial Statements, “Summary of Significant Accounting Policies,” included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in our policies that had a significant impact on our financial condition and results of operations for the periods covered in this report.