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

•the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production As a result of the decline in commodity prices over the last several years, offshore development activity in the Gulf of MexicoAmerica declined substantially, diminishing demand for our terminalling and storage services. We can offer no assurance whether or when those activity levels will improve. Even if such activity levels improve, we expect such activity to continue to be volatile and affect demand for our terminalling and storage services.

Our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital expenditures have historically been provided by cash flows generated by our operations, borrowings under our credit facility and access to the debt and equity capital markets. Accessing capital in the capital markets has become difficult for many companies in the energy industry, in particularparticular, leveraged companies similar to us. Low and volatile commodity prices have also caused and may continue to cause lenders to increase interest rates, enact tighter lending standards, refuse to refinance existing debt around maturity on favorable terms or at all and may reduce or cease to provide funding to borrowers. Our inability to access the capital or credit markets on favorable terms could have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity and our ability to repay or refinance our debt.

We are exposed to counterparty risk in our credit facility and hedging agreements, and we may not be able to access funds under our credit facility if there is a default.

•an unexpected diversion of our management's attention from our other operations.

In the U.S., no comprehensive climate change legislation has been implemented at the federal level. However, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the U.S., and implement New Source Performance Standards directing the reduction of methane from certain new, modified, or reconstructed facilities in the oil and natural gas sector, including midstream sources. In March 2024, the United States Environmental Protection AgencyEPA published strict new methane emission regulations for certain oil and gas facilities and the federal tax legislation enacted in 2022 established a charge on methane emissions above certain limits from the same facilities, which rule was finalized in November 2024. InUnder Januarythe Trump Administration, there has been a shift away from the previous administration’s GHG program. For example, the methane emissions charge regulations were repealed in March 2025 and the imposition of the charge under the 2022 tax legislation was postponed until 2034 under the OBBBA. Though the methane emissions change regulations were repealed in March 2025, however,the Presidentlegislation Trumpdid signednot arepeal seriesthe oftax executiveitself. ordersIn thatJuly call upon2025, the EPA to submitreleased a reportproposed onrule thewhich continuingwould applicability ofrescind its endangerment2009 finding for GHGs under the Clean Air Act,Act directthat federalGHGs executiveendanger departmentsthe public health and agencieswelfare of current and future generations. The final draft rule of which was sent to initiatethe White House Office of Management and Budget for review in January 2026. In September 2025, the EPA announced a regulatoryproposal freezeto end the GHG Reporting Program for certainall rulessectors thatexcept havepetroleum notand takennatural effect,gas pendingsystems review(excluding byreporting for natural gas distribution, which would also be eliminated under the newly appointed agency head, direct federal agencies to identifyproposal) and exercisedeferring emergencyreporting authoritiesfor to facilitate conventional energy production, transportation,petroleum and refining,natural gas systems until 2034. In December 2025, the EPA issued a final rule extending several compliance deadlines and mandatetimeframes aassociated reviewwith ofthe existing2024 regulationsmethane that may burden domestic energy development.rules. Despite potential changes with respect to the federal regulation of GHGs, various states and groups of states have adopted or are considering adopting legislation, regulations, or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and various other measures that would restrict emissions of GHGs from different industrial sectors.

At the international level, pursuant to the Paris Agreement, over 190 countries have committed to limiting their GHG emissions through individually-determined reduction goals every five years after 2020. In November 2020, the U.S. formally withdrew from the Paris Agreement. However, the U.S. rejoined the Paris Agreement on February 19, 2021. As part of rejoining the Paris Agreement, the former President announced that the U.S. would commit to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050. In December 2023, the United Nations Climate Change Conference ("COP 28") held in Dubai issued its first global stocktake agreement, which called on parties, including the United States, to contribute to the transitioning away from fossil fuels, reduction ofreduce methane emissions, and increase in renewable energy capacity to achieve net zero emissions by 2050. OnHowever, on January 20, 2025, however, President Trump signed an executive order to withdraw the United States from the Paris Agreement, marking a significant shift in federal climate policy. Pursuant to the terms of the Paris Agreement, the withdrawal will taketook effect on January 27, 2026.2026 and on January 7, 2026, it was announced that the United States will also withdraw from the United Nations Framework Convention on Climate Change. State and local GHG initiatives may continue despite the U.S. withdrawal from the Paris Agreement. State, local, and international regulatory measures continue to have the potential to increase our operating costs through direct regulation of GHG emissions resulting from our and our suppliers operations and could also indirectly adversely affect our operations by decreasing demand for our services and products.

Our business could be impacted by initiatives to address greenhouse gases and climate change and incentives to conserve energy or use alternative energy sources. For example, the federal tax legislation enacted in 2022, includes incentives to increase renewable energy, such as wind and solar electric generation, and encourages consumers to use these alternative energy sources. DisbursementsHowever, disbursements under the IRA, however,IRA have been paused by the Trump Administration. Such federal tax legislation and similar state or federal initiatives to incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for our products and services and negatively impacting our business.

Our distribution network and operations are primarily concentrated in the Gulf Coast region of the U.S. and along the Mississippi River inland waterway. Weather in these regions is sometimes severe (including tropical storms and hurricanes) and can be a major factor in our day-to-day operations. Our marine transportation operations can be significantly delayed, impaired or postponed by adverse weather conditions, such as fog in the winter and spring months and certain river conditions. Additionally, our marine transportation operations and our assets in the Gulf of America, including our barges, push boats, tugboats and terminals, can be adversely impacted or damaged by hurricanes, tropical storms, tidal waves or other related events. Demand for our lubricants and the diesel fuel we throughput in our Terminalling and Storage segment can be affected if offshore drilling operations are disrupted by weather in the Gulf of America.

In addition, our assets are vulnerable to winter storms and extreme cold weather. For example, in February 2021, we experiencedwere negatively impacted by Winter Storm Uri ("Uri"), an unprecedented storm bringing extreme cold temperatures and freezing precipitation to Texas and the surrounding areas, which resulted in Gulf Coast refineries running at reduced rates or halting operations entirely. The majority of the impact we experienced was centered around our transportation and sulfur services segments, where we saw reduced activity due to Uri's impact on Gulf Coast refinery utilization. Additionally, our Smackover Refinery was down approximately nine days due to Uri, during which time we began preparations for the previously scheduled turnaround in March of 2021.Uri.

We periodically evaluate goodwill and long-lived assets for impairment. Our impairment analyses for long-lived assets require management to apply judgment in evaluating whether events and circumstances are present that indicate an impairment may have occurred. If we believe an impairment may have occurredoccurred, judgments are then applied in estimating future cash flows and useful lives, as well as assessing the probability of different outcomes. To perform the impairment assessment for goodwill, we use a discounted cash flow analysis, supplemented by a market approach analysis. Key assumptions in the analysis include industry and economic factors, future operating results and discount rates. In estimating cash flows, we use present economic conditions, as well as future expectations. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to impairment charges. Adverse changes in our business or the overall operating environment may affect our estimate of future operating results, which could result in future impairment due to the potential impact on our operations and cash flows.

Decreasing energy prices could adversely affect our results of operations. U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions such as those between Ukraine and Russia, which has devolved into military conflict. Commodity prices also have been impacted by political instability in China and the Middle East (including the conflict in Israel and the conflict in Venezuela). If commodity prices remain weak for a sustained period, our terminalling throughput volumes may be negatively impacted, particularly as producers are curtailing or redirecting drilling, adversely affecting our results of operations. A sustained decline in commodity prices could result in a decrease in activity in the areas served by certain of our terminalling and storage and transportation assets resulting in reduced utilization of these assets.

Our business is subject to federal, state and local environmental laws and regulations governing the discharge of materials into the environment or otherwise relating to protection of human health, natural resources and the environment. These laws and regulations may impose numerous obligations that are applicable to our operations, such as: requiring the acquisition of permits to conduct regulated activities; restricting the manner in which we can release materials into the environment; requiring remedial activities or capital expenditures to mitigate pollution from former or current operations; and imposing substantial liabilities on us for pollution resulting from our operations. Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, oftentimes requiring difficult and costly actions. Many environmental laws and regulations canimpose imposestrict liability and, in some cases, joint and several strictliability. liability, and any failureFailure to comply with environmentalsuch laws, regulationsregulations, and permits may result in the assessment of administrative, civilcivil, and criminal penalties, the imposition of investigatory and remedial obligations and, in some circumstances, the issuance of injunctions that cancould limit or prohibit our operations. The continuing trend in environmental regulation is to place moreadditional restrictions and limitations on activities that may affect the environment,environment. and, thus, anyAccordingly, changes in environmental laws and regulations that result inimpose more stringent andor costly waste handling, storage, transport, disposaldisposal, or remediation requirements could have a material adverse effect on our operations and financial position.

Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social and governancesustainability practices may impose additional costs on us or expose us to new or additional risks.

Companies across all industries are facing increasing scrutiny from stakeholders related to their environmental, social, and governance (“ESG”)sustainability practices. Investor advocacy groups, certain institutional investors, investment funds, and other influential investors are also increasingly focused on ESGsustainability practices and in recent years have placed increasing importance on the implications and social cost of their investments. Regardless of the industry, investors’ increased focus and activism related to ESGsustainability and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESGsustainability practices. Companies that do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESGsustainability issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

Our stakeholders may require us to implement ESGsustainability procedures or standards in order to remain invested in us or before they may make further investments in us. Additionally, we may face reputational challenges in the event our ESGsustainability procedures or standards do not meet the standards set by certain constituencies. If we do not meet our stakeholders’ expectations, our business, ability to access capital, and/or our common unit price could be harmed.

Additionally, adverse effects upon the oil and gas industry related to the worldwide social and political environment, including uncertainty or instability resulting from climate change, changes in political leadership and environmental policies, changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of climate change and investors’ expectations regarding ESGsustainability matters, may also adversely affect demand for our services. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business.

Changes in U.S. foreign trade policies, including the imposition of additional tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition.

Changes in U.S. foreign trade policies, including as a result of the Trump administration,Administration, could lead to the imposition of additional trade barriers and tariffs on the foreign import of certain materials and products. For example, effectivein February 4, 2025, the U.S. government implemented an additional tariff on goods being imported from China and announced additional tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025. In August 2025, however, the U.S. Court of Appeals for the Federal Circuit ruled that the tariffs imposed under the Trump Administration exceed presidential authority and therefore are invalid, and in February 2026, the U.S. Supreme Court affirmed such decision. The Trump Administration has since indicated its intention to impose a new 15% “global tariff.” In addition, from time to time, certain leaders in the U.S. government, including in the Trump administration,Administration, have indicated a willingness to revise, renegotiate or terminate various existing bilateral and multilateral trade agreements. We cannot predict what additional changes to trade policy will be made by the Trump administrationAdministration or Congress, including whether existing tariff policies will be maintained or modified, what products may be subject to such policies, or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business. However, such steps, if adopted, could increase our costs and adversely impact our business and operations. In addition, changes in U.S. trade policy have resulted, and could again result, in reactions from U.S. trading partners, including adopting responsive trade policies. For example, in response to the U.S. government’s additional tariff on imports from China, on February 4, 2025, the Chinese government announced that it would implement a tariff on certain goods being imported into China from the U.S. There can be no assurance that such changes in U.S. or foreign trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, would not materially and adversely affect our business, financial condition and results of operations.

We are reliant on technology to improve efficiency in our business. Information technology systems are critical to our operations and those of our third-party providers with whom we are connected. These systems could be a potential target for a cyber-security attack as they are used to store and process sensitive information regarding our operations, financial position, and information pertaining to our customers and vendors. Dependence on automated systems may increase the risks related to operational systems failures and breaches of critical operational or financial controls, and tampering or deliberate manipulation of such systems may result in losses that are difficult to detect. Any material failure, interruption of service, compromise of data security, or cybersecurity threat or attack could adversely affect our relationsrelationships with suppliers, customers, and regulators, and resulting in negative impacts to our market share, operations, and profitability. We will have to continually upgrade our infrastructure and applications to reduce or mitigate these risks. Security breaches in our information technology systems could result in theft, destruction, loss, misappropriation, or release of protected, confidential or other sensitive data including personal information of our employees, trade secrets, or other proprietary intellectual property that could adversely impact our future results. While we take the utmost precautions, we cannot guarantee safety from all threats and attacks. Some individuals and groups, including criminal organizations and state-sponsored groups, have attempted to gain unauthorized access to computer networks of U.S. businesses and mounted so-called “cyberattacks” to disable or disrupt computer systems, disrupt operations, and steal funds or data including through so-called “phishing” or social engineering schemes, which are attempts to obtain unauthorized access by targeted acts of deception against individuals with legitimate access to physical locations or information. For example, in 2021, a company in the midstream industry suffered a ransomware cyberattack that impacted computerized equipment managing a pipeline and resulted in the halt of the pipeline’s operations in order to contain the attack.

As of December 31, 2024, Martin Resource Management Corporation owned 15.7% of our total outstanding common limited partner units and 100% of the ownership interests in MMGP. MMGP owns a 2% general partnership interest in us. Conflicts of interest may arise between Martin Resource Management Corporation and our general partner, on the one hand, 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 Martin Resource Management Corporation over the interests of our unitholders. Potential conflicts of interest between us, Martin Resource Management Corporation and our general partner could occur in many of our day-to-day operations including, among others, the following situations:

•Neither our Partnership Agreement nor any other agreement requires Martin Resource Management Corporation to pursue a business strategy that favors us or utilizes our assets or services. Martin Resource Management Corporation's directors and officers have a fiduciary duty to make these decisions in the best interests of the shareholders of Martin Resource Management Corporation without regard to the best interests of theour unitholders;

Unitholders may be required to pay taxes on income from us, including their share of income from the cancellation of debt, even if they do not receive any cash distributions from us.

There are a number of limitations that may prevent unitholders from using their allocable share of our losses as a deduction against unrelated income. In cases when our unitholders are subject to the passive loss rules (generally, individuals and closely-held corporations), any losses generated by us will only be available to offset our future income and cannot be used to offset income from other activities, including other passive activities or investments. Unused losses may be deducted when the unitholder disposes of its entire investment in us in a fully taxable transaction with an unrelated party. A unitholder's share of our net passive income may be offset by unused losses from us carried over from prior years but not by losses from other passive activities, including losses from other publicly traded partnerships. Other limitations that may further restrict the deductibility of our losses by a unitholder include the at-risk rules, the excess business loss limitation rules for non-corporate unitholders that applies until January 1, 2026,unitholders, and the prohibition against loss allocations in excess of the unitholder's tax basis in its units.

Martin Resource Management Corporation directs our business operations through its ownership of our general partner and under the Omnibus Agreement. In addition to the direct expenses payable to Martin Resource Management Corporation under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses. For each of the years ended December 31, 20242025 and 2023,2024, the Board of Directors approved a reimbursement amountsamount of $13.5 million and $14.0 million, respectively, reflecting our allocable share of such expenses. The Board of Directors will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

Adjusted EBITDA and Credit Adjusted EBITDA. We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments, and transaction costs associated with business combination, merger, and divestiture activities.activities, equity in earnings (loss) from unconsolidated entities, and non-cash contractual revenue deferral adjustments. Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others, to assess:

We define Credit Adjusted EBITDA as Adjusted EBITDA excludingplus netpro income (loss) and the lower of cost or net realizable value and other non-cashforma adjustments associated with thebusiness butanecombinations optimizationor business,material whichprojects weand exitedcapitalized during the second quarter of 2023.interest. Credit Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others to provide additional information regarding the calculation of, and compliance with, certain financial covenants in the Partnership’s Third Amended and Restated Credit Agreement.

Distributable Cash Flow. We define Distributable Cash Flow as Netnet Cashcash Providedprovided by (Usedused in) Operatingoperating Activities less cash received (plus cash paid) for closed commodity derivative positions included in Accumulated Other Comprehensive Income (Loss),activities, plus changes in operating assets and liabilities which (provided) used cash, transaction costs associated with business combination, merger, and divestiture activities, and non-cash contractual revenue deferral adjustments, less maintenance capital expenditures and plant turnaround costs. Distributable Cash Flow is a significant performance measure used by our management and by external users of our financial statements, such as investors, commercial banks and research analysts, to compare basic cash flows generated by us to the cash distributions we expect to pay unitholders. Distributable Cash Flow is also an important financial measure for our unitholders since it serves as an indicator of our success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether or not we are generating cash flow at a level that can sustain or support an increase in our quarterly distribution rates. Distributable Cash Flow is also a quantitative standard used throughout the investment community with respect to publicly-traded partnerships because the value of a unit of such an entity is generally determined by the unit's yield, which in turn is based on the amount of cash distributions the entity pays to a unitholder.

1 Net of amortization of debt issuance costs and discount, which are included in interest expense but not included in net cash provided by (used in) operating activities.

The results of operations for the years ended December 31, 20242025 and 20232024 have been derived from our consolidated financial statements. Discussions of the year ended December 31, 20222023 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 20232024 and the year ended December 31, 20222023 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.2024.

Selling, general and administrative expenses. Selling, general and administrative expenses increaseddecreased primarily asdue ato result of increasedlower employee-related expenses.

Depreciation and amortization. The increase in depreciationDepreciation and amortization isdecreased primarily thedue resultto ofrecent capitalasset expenditures,disposals, partially offset by recentdepreciation disposals.associated with capital expenditures.

Other operating income (loss), net. Other operating income (loss), net representsconsists primarily of gains and losses from the disposition of property, plant and equipment.

Revenues. Revenues decreased $1.1$10.8 million.million compared to the prior year. In our marine transportation division, inland revenues increaseddecreased $2.0$5.0 million, primarily due to lower transportation rates and reduced utilization associated with reduced demand and downtime related to equipment repairs and scheduled regulatory inspections. In the third quarter of 2025, the marine transportation business experienced a significant decline in demand for inland barge fuel transportation which was unexpected entering the quarter. Barge utilization also declined significantly as refineries favored lighter crude slates, shifting transportation demand away from barges and into pipelines. Offshore revenues increased $1.9 million, reflecting higher transportation rates, partially offset by a decrease inlower utilization associated with equipment repairs and regulatory inspections. Offshore revenues increased $0.8 million, primarily related to higher transportation rates, offset by a decrease in utilization associated withscheduled regulatory inspections.inspection. Pass-through revenue (primarily fuel) decreasedincreased $1.1$0.9 million. In our land transportation division, freight revenue increaseddecreased $4.2$7.0 million, primarily due to a 3%5% increasedecrease in total miles. Ancillary revenue (primarily fuel) decreased $6.9$2.6 million.

Operating expenses. Operating expenses increased $2.6 million compared to the prior year. The increase in operating expenses iswas primarily adue resultto of increasedhigher lease expense of $5.1$4.3 million related to new equipment,equipment employee-relatedplaced expensesinto ofservice, $1.2 million,increased insurance premiums and claims of $1.2$2.1 million, and outsidehigher haulsshop and towingexpenses of $0.5$0.6 million,million. These increases were partially offset by decreaseslower inemployee-related expenses of $2.6 million, decreased repairs and maintenance of $4.0$1.2 millionmillion, and passreduced throughpass-through expenses (primarily fuel) of $2.8$0.6 million.

Selling, general and administrative expenses. Selling, general and administrative expenses increaseddecreased $1.7 million compared to the prior year, primarily due to highera $0.9 million reduction in the allowance for uncollectible accounts receivable related to a reserve release and lower employee-related expenses.expenses of $0.7 million.

Depreciation and amortization. The decrease in depreciationDepreciation and amortization isdecreased $1.3 million compared to the prior year, primarily thedue result ofto recent asset disposals, partially offset by depreciation associated with capital expenditures.expenditures placed into service.

Other operating income, net. Other operating income, net representsconsists primarily of gains from the disposition of property, plant and equipment.

Services revenues. Services revenues increased $0.7$1.9 million associatedcompared withto the prior year. An increase of $1.5 million primarily reflects reservation revenuefees received from theour ELSA joint venture beginning in the fourth quarter 2024. Additional increases were the result of a2024, as well as contractually prescribed, index-based fee adjustment.adjustments.

Products revenues. Products revenues decreasedincreased $18.7$32.4 million ascompared to the prior year. The increase was driven by a result32% of a 14% droprise in sales volumes, primarily related toincluding a 15%37% decreaseincrease in sulfur volumes.volumes, Productswhich revenuescontributed increased$36.0 anmillion. offsettingThis $6.3volume milliongrowth duewas topartially offset by a 5%3% risedecline in average sales prices.prices, which reduced revenues by $3.5 million.

Selling, general and administrative expenses. Selling, general and administrative expenses increaseddecreased $1.1$0.6 million compared to the prior year, primarily due to higherlower employee-related costs.

Depreciation and amortization. Depreciation and amortization increased $1.1$2.4 million largelycompared to the prior year, primarily due to the amortization of higher turnaround costs offsetand bycapital lowerexpenditures depreciationplaced associatedinto with certain assets becoming fully depreciated.service.

Other operating income (loss), net. Other operating income (loss), net representsconsists primarily of gains and losses from the disposition of property, plant and equipment.

Operating expenses. Operating expenses remained relatively consistent.consistent with the prior year.

Selling, general and administrative expenses. Selling, general and administrative expenses increaseddecreased $0.6 million compared to the prior year, primarily due to higherlower employee-relatedprofessional costs.fees.

Depreciation and amortization. Depreciation and amortization decreased due$0.2 million compared to the prior year as certain assets becomingbecame fully depreciated during the third quarter of 2023.period.

Other operating income (loss),income, net. Other operating income (loss),income, net representsconsists primarily of gains and losses from the disposition of property, plant and equipment.

Indirect selling, general and administrative expenses increaseddecreased primarily due to transaction expenses associated with the terminated Mergermerger with Martin Resource Management Corporation of $3.7$2.7 million and increaseddecreased insurance claims expense of $0.8$0.7 million, offset by a $0.5 million decrease in the indirect expenses allocated from Martin Resource Management Corporation.million.

Net cash provided by operating activities. Net cash provided by operating activities for the year ended December 31, 20242025 decreased $89.1$2.2 million, primarily as a result of an unfavorable variance in changes in working capital of $80.0 million, primarily resulting from the exit of the butane optimization business in May of 2023, combined with a decrease in operating results and non-cash items of $9.1$9.2 million, offset by a favorable variance in changes in working capital of $7.0 million.

Net cash used in investing activities. Net cash used in investing activities for the year ended December 31, 20242025 increaseddecreased $24.9$28.6 million. AnA increasedecrease in cash used of $13.8$20.8 million resulted from higherlower payments for capital expenditures and plant turnaround costs,costs. A reduction in cash used of $6.9 million was attributable to make the initial contribution in DSM ofin $6.92024. million,Additionally, andwe asaw decreasean increase of $4.2$0.9 million in net proceeds received from the sale of property, plant and equipment.

Net cash provided by (used in) financing activities. Net cash provided by financing activities for the year ended December 31, 20242025 increased $114.1 milliondecreased primarily as a result of thea 2023decrease period,in including net pay downsborrowings of long-term debt of $88.7$34.6 million, primarilyoffset resultingby froma thedecrease exitin repayments of thelong-term butanedebt optimizationof business,$9.0 combinedmillion. withAdditionally, decreasedpayments of debt issuance costs ofincreased $14.3$0.8 million.

At December 31, 2024,2025, we maintained a $150.0$130.0 million credit facility that matures FebruaryNovember 8,16, 2027. As of December 31, 2024,2025, we had $53.5$39.0 million outstanding under the credit facility and $9.2$0.6 million of outstanding irrevocable letters of credit, leaving a maximum amount available to be borrowed under our credit facility for future borrowings and letters of credit of $87.3$90.4 million. After giving effect to our then current borrowings, outstanding letters of credit and the financial covenants contained in our credit facility, we had the ability to borrow approximately $80.7$31.4 million in additional amounts thereunder as of December 31, 2024.2025.

The applicable margin for Adjusted Term SOFR borrowings and alternate base rate borrowings at December 31, 20242025 was 3.50%.3.75% and 2.75%, respectively. The applicable margin for Adjusted Term SOFR borrowings and alternate base rate borrowings at February 24,23, 20252026 is 3.25%.3.50% and 2.50%. respectively.

A substantial portion of our revenues is dependent on the quantity and sales prices of products, particularly NGLs and fertilizers, which fluctuate in part based on winter and spring weather conditions. The demand for NGLs is strongest during the winter heating and blending season. The demand for fertilizers is strongest during the early spring planting season. However, our Terminalling and Storage and Transportation business segments and the molten sulfur business are typically not impacted by seasonal fluctuations and a significant portion of our net income is derived from our Terminalling and Storage, Sulfur Services and Transportation business segments. Further, extraordinary weather events, such as hurricanes, have in the past, and could in the future, impact all of our Terminalling and Storage, Sulfur Services, and Transportation business segments.

On June 15, 2024, the Partnership experienced a spill of less than 2,500 barrels of crude oil from its transfer pipeline connecting the Sandyland Terminal to the refinery in Smackover, Union County, Arkansas. The Partnership promptly coordinated with the U.S Environmental Protection Agency (the “EPA”),EPA, Arkansas Department of Energy and Environment (the “ADEE”), and Arkansas Game and Fish Commission, dedicating the necessary resources, equipment, and personnel to expedite oil recovery and cleanup activities. In October 2024, the EPA transitioned the Partnership’s response from emergency response status to remediation status under ADEE oversight. On October 11, 2024, the ADEE notified the Partnership that documentation, observations, and data indicated the Partnership completed all remedial actions to the maximum practical extent, apart from providing additional water samples.extent. No further remediation is required at this time. The Partnership submitted a claim related to the spill, which was accepted by its insurance carriers, subject to a reservation of rights. The Partnership’s deductiblesdeductible under the applicable insurance policies total $1.5$0.5 million and such deductible expense has been recorded by the Partnership in the Consolidated Statements of Operations for the year ended December 31, 2024.2025. As of February 24,23, 2025,2026, no fines or penalties have been assessed in relation to the spill.

We were formed in 2002 by Martin Resource Management Corporation, a privately-held company whose initial predecessor was incorporated in 1951 as a supplier of products and services to drilling rig contractors. Since then, Martin Resource Management Corporation has expanded its operations through acquisitions and internal expansion initiatives as its management identified and capitalized on the needs of producers and purchasers of petroleum products and by-products and other bulk liquids. Martin Resource Management Corporation is an important supplier and customer of ours. As of MarchJune 31,30, 2026, Martin Resource Management Corporation owned 20.1% of our total outstanding common limited partner units and 100% of MMGP Holdings, LLC ("Holdings"), which is the sole member of Martin Midstream GP LLC ("MMGP"), our general partner. MMGP owns a 2.0% general partner interest in us.

Quarterly Distribution. On AprilJuly 22, 2026, we declared a quarterly cash distribution of $0.005 per common unit for the firstsecond quarter of 2026, or $0.020 per common unit on an annualized basis, which will be paid on MayAugust 15,14, 2026 to unitholders of record as of MayAugust 8,7, 2026.

The Omnibus Agreement requires us to reimburse Martin Resource Management Corporation for all direct expenses it incurs or payments it makes on our behalf or in connection with the operation of our business. We reimbursed Martin Resource Management Corporation for $43.4$45.1 million of direct costs and expenses for the three months ended MarchJune 31,30, 2026, compared to $41.1$42.8 million for the three months ended MarchJune 31,30, 2025. We reimbursed Martin Resource Management Corporation for $88.5 million of direct costs and expenses for the six months ended June 30, 2026, compared to $83.9 million for the six months ended June 30, 2025. There is no monetary limitation on the amount we are required to reimburse Martin Resource Management Corporation for direct expenses.

In addition to the direct expenses, under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses. In each ofFor the three months ended MarchJune 31,30, 2026 and 2025, the Conflicts Committee approved reimbursement amounts of $3.2 million and $3.4 million.million, respectively. For the six months ended June 30, 2026 and 2025, the Conflicts Committee approved reimbursement amounts of $6.5 million and $6.8 million, respectively. The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually. These indirect expenses covered the centralized corporate functions Martin Resource Management Corporation provides for us, such as accounting, treasury, clerical, engineering, legal, billing, information technology, administration of insurance, general office expenses and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation’s retained businesses. The Omnibus Agreement also contains significant non-compete provisions and indemnity obligations. Martin Resource Management Corporation also licenses certain of its trademarks and trade names to us under the Omnibus Agreement.

We have been and anticipate that we will continue to be both a significant customer and supplier of products and services offered by Martin Resource Management Corporation. In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 26%24% and 25%28% of our total costs and expenses during the three months ended MarchJune 31,30, 2026 and 2025, respectively. In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 25% and 26% of our total costs and expenses during the six months ended June 30, 2026 and 2025, respectively.

Correspondingly, Martin Resource Management Corporation is one of our significant customers. Our sales to Martin Resource Management Corporation accounted for approximately 15%13% and 14%15% of our total revenues for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our sales to Martin Resource Management Corporation accounted for approximately 14% and 14% of our total revenues for the six months ended June 30, 2026 and 2025, respectively.

Adjusted EBITDA. We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments, and transaction costs associated with business combination, merger, and divestiture activities.activities, equity in earnings (loss) from unconsolidated entities, and non-cash contractual revenue deferral adjustments. Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others, to assess:

The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the three and six months ended MarchJune 31,30, 2026 and 2025, which represents EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow:

The results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025, have been derived from our consolidated and condensed financial statements.

We evaluate segment performance on the basis of operating income, which is derived by subtracting cost of products sold, operating expenses, selling, general and administrative expenses, and depreciation and amortization expense from revenues. The following table sets forth our operating revenues and operating income by segment for the three and six months ended MarchJune 31,30, 2026 and 2025. The results of operations for these interim periods are not necessarily indicative of the results of operations which might be expected for the entire year.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

Operating expenses. Operating expenses increased primarily asdue a result of higher rates for natural gas utilities of $0.4 million at our Smackover refinery. Additionally,to employee-related expenses increasedof $0.4$0.5 million and insurancerepairs premiumsand increasedmaintenance of $0.2 million across all terminals as a result of higher rates.terminals.

Selling, general and administrative expenses. Selling, general and administrative expenses increased slightly,decreased primarily due to higherlower employee-related expenses.

Revenues. Revenues increased $3.6 million. In our land transportation division, ancillary revenue increased $4.2 million (primarily fuel). Freight revenue decreased $0.7$0.1 million.million, primarily due to a 3% decrease in total miles. In our marine transportation division, inland revenues increased $0.2$0.3 million, primarily related to an increase in utilization, offset by lower transportation rates.rates and utilization. Offshore revenues decreased $0.7$1.0 million, primarily related to lower transportation rates and utilization associated with planned regulatory inspectionsinspections. combined with lower transportation rates. The offshore unit is expected to return to service during the second quarter. In our land transportation division, freightPass-through revenue decreased(primarily fuel) increased $0.2 million, primarily due to a 9% decrease in total miles, offset by a 14% increase in loads.million.

Operating expenses. The increase in operating expenses is primarily a result of lease expense of $1.2 million, insurance premiums of $0.5 million, insurance claims of $0.2 million, repairs and maintenance of $0.1 million, and pass-through expenses (primarily fuel) of $0.1$2.2 million. Offsetting these increases was a decrease inmillion, employee-related expenses of $0.6$1.1 million, lease expense of $0.9 million, and outside towing of $0.2 million. The increase in lease expense is related to the replacement of tractors and trailers in our land transportation division.

Services revenues. Services revenues increased $0.1$0.2 million largely associated with reservation fee revenue from the DSM joint venture and $0.1 million as a result of a contractually prescribed, index-based fee adjustment.

Products revenues. Products revenues increased $2.0$5.8 million.million, Productreflecting revenuesa increased by $3.0$21.7 million dueincrease tofrom a 7%54% rise in average sulfur products sales prices, which increase was offset by a decrease of $1.0$15.9 million relateddecrease tofrom a 2%26% reduction in sales volumes, comprising a 31% decrease in salessulfur volume,volumes primarilyand a 10%16% decrease in fertilizer volumes. The fertilizer volume decline reflected reduced demand, as higher input costs (principally for sulfur and ammonia) raised fertilizer prices and pressured farmer affordability.

Cost of products sold. Cost of products sold increased $7.4$8.0 million. A 26%71% increase in product cost impacted cost of products sold by $8.4$20.9 million, resulting from higherincreased commodity prices. A 2%26% reduction in sales volumes resulted in a decrease in cost of products sold ofby $1.0$12.9 million. Margin per ton increased $3.57, or 7%.

Operating expenses. Operating expenses decreased $0.8 million due to $0.5a decrease of $0.3 million in outsidemarine services,pass-through expense, $0.2 million in marine pass-throughoperating expenses, $0.1 million in other marine operating expense, and $0.1$0.2 million in repairs and maintenance, and $0.1 million in outside services offset by a $0.1 million increase in insurance-relatedemployee-related costs.expense.

Selling, general and administrative expenses. Selling, general and administrative expenses increaseddecreased primarily due to higherlower employee-related expenses.

Products Revenues. ProductProducts revenues decreasedincreased $22.9 million. Our average sales price per barrel increased $25.56, resulting in a $16.9 million increase to revenue. Sales volumes increased 8%, increasing revenues by $7.7 million. A 7% reduction in sales volumes decreased revenue by $4.8$6.0 million, primarily drivenrelated byto ana 11%20% decreaseincrease in NGLother specialty sales volumes. Additionally, a 4% decline in average specialty product sales prices reduced revenue by $2.9 million.

Cost of products sold. Cost of products sold decreasedincreased $7.8$21.9 million. AOur 7% decrease in sales volumes resulted in a decrease inaverage cost ofper productsbarrel soldincreased of$24.95, $4.3or million.30%, A 6% decline in average product cost impactedincreasing cost of products sold by $3.5$16.5 million,million. resultingThe fromincrease reducedin commoditysales prices.volumes of 8% resulted in a $5.4 million increase to cost of products sold. Our margins increased $0.86$0.60 per barrel, or 10%,6%, during the period.

Depreciation and amortization. Depreciation and amortization decreasedremained asrelatively a result of capital expenditures offset by recent disposals.consistent.

Comparative Components of Interest Expense, Net for the Three Months Ended MarchJune 31,30, 2026 and 2025

Indirect selling, general and administrative expenses decreased $0.3 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to the absence of $0.8 million in transaction expenses associated with the terminated merger with Martin Resource Management Corporation that were incurred in the first quarter of 2025, combined with lower compensation expense of $0.3$0.1 million and reduced legal and tax fees of $0.1 million.

Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses. The Conflicts Committee of our general partner approved the following reimbursement amounts during the three and six months ended MarchJune 31,30, 2026 and 2025:

A summary of our total contractual cash obligations as of MarchJune 31,30, 2026, is as follows:

Letters of Credit. At MarchJune 31,30, 2026, we had outstanding irrevocable letters of credit in the amount of $1.6 million, which were issued under our credit facility.

Cash Flows - ThreeSix Months Ended MarchJune 31,30, 2026 Compared to ThreeSix Months Ended MarchJune 31,30, 2025