GLOBAL PARTNERS LP

Previous wording

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 losses is included in (loss) income from equity method investments in the accompanying consolidated statements of operations of Global Partners LP, and our investment balance 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 SPR or Everett.

Current wording

We have three joint ventures that we account for as equity method investments. Under this method, our share of income and losses, as applicable, is included in equity method investments in the accompanying consolidated statements of operations of Global Partners LP, and our investment balances 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 our equity method investments.

Previous wording

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, we had a portfolio of 1,584 owned, leased and/or supplied gasoline stations, including 300 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our joint venture, 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.

Current wording

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, 2025, we had a portfolio of 1,524 owned, leased and/or supplied gasoline stations, including 290 directly operated convenience stores, primarily in the Northeast, as well as 67 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.

Previous wording

Collectively, we sold approximately $16.6 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the year ended December 31, 2024. In addition, we had other revenues of approximately $0.6 billion for the year ended December 31, 2024 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.

Current wording

Collectively, we sold $18.0 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the year ended December 31, 2025. In addition, we had other revenues of $0.5 billion for the year ended December 31, 2025 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.

Previous wording

2032 Notes Offering—On January 18, 2024, we and GLP Finance Corp. issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 (the “2032 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. 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. See—Liquidity and Capital Resources—Senior Notes.”

Current wording

Corp. (the “Issuers”) issued $450.0 million aggregate principal amount of 7.125% senior notes due 2033 (the “2033 Notes”) in a private placement exempt from the registration requirements under the Securities Act of 1933, as 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 agreement. On August 1, 2025, the Issuers redeemed the remaining 2027 Notes not purchased in the tender offer. See “—Liquidity and Capital Resources—Senior Notes.”

Previous wording

influenced by prices for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, price volatility and the market for such products. Prices in the overall markets for these products may affect our financial condition, results of operations and cash available for distribution to our unitholders. Our margins can be significantly impacted by the forward product pricing curve, often referred to as the futures market. We typically hedge our exposure to petroleum product and renewable fuel price moves with futures contracts and, to a lesser extent, swaps. In markets where future prices are higher than current prices, referred to as contango, we may use our storage capacity to improve our margins by storing products we have purchased at lower prices in the current market for delivery to customers at higher prices in the future. In markets where future prices are lower than current prices, referred to as backwardation, inventories can depreciate in value and hedging costs are more expensive. For this reason, in these backward markets, we attempt to reduce our inventories in order to minimize these effects. Our inventory management is dependent on the use of hedging instruments which are managed based on the structure of the forward pricing curve. Daily market changes may impact periodic results due to the point-in-time valuation of these positions. Volatility in petroleum markets may impact our results. When prices for the products we sell rise, some of our customers may have insufficient credit to purchase supply from us at their historical purchase volumes, and their customers, in turn, may adopt conservation measures which reduce consumption, thereby reducing demand for product. Furthermore, when prices increase rapidly and dramatically, we may be unable to promptly pass our additional costs on to our customers, resulting in lower margins which could adversely affect our results of operations. Higher prices for the products we sell may (1) diminish our access to trade credit support and/or cause it to become more expensive and (2) decrease the amount of borrowings available for working capital under our credit agreement as a result of total available commitments, borrowing base limitations and advance rates thereunder. When prices for the products we sell decline, our exposure to risk of loss in the event of nonperformance by our customers of our forward contracts may be increased as they and/or their customers may breach their contracts and purchase the products we sell at the then lower market price from a competitor.

Current wording

is dependent on the use of hedging instruments which are managed based on the structure of the forward pricing curve. Daily market changes may impact periodic results due to the point-in-time valuation of these positions. Volatility in petroleum markets may impact our results. When prices for the products we sell rise, some of our customers may have insufficient credit to purchase supply from us at their historical purchase volumes, and their customers, in turn, may adopt conservation measures which reduce consumption, thereby reducing demand for product. Furthermore, when prices increase rapidly and dramatically, we may be unable to promptly pass our additional costs on to our customers, resulting in lower margins which could adversely affect our results of operations. Higher prices for the products we sell may (1) diminish our access to trade credit support and/or cause it to become more expensive and (2) decrease the amount of borrowings available for working capital under our credit agreement as a result of total available commitments, borrowing base limitations and advance rates thereunder. When prices for the products we sell decline, our exposure to risk of loss in the event of nonperformance by our customers of our forward contracts may be increased as they and/or their customers may breach their contracts and purchase the products we sell at the then lower market price from a competitor.

Previous wording

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.

Current wording

products. These factors could materially affect the sale of this product mix which in turn could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

Previous wording

owned by others. Product costs include the cost of acquiring products and all associated costs including shipping and handling costs to bring such products to the point of sale as well as product costs related to convenience store items and costs associated with our logistics activities. We also look at product margin on a per unit basis (product margin divided by volume). Product margin is a non-GAAP financial measure used by management and external users of our consolidated financial statements to assess our business. Product margin should not be considered an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, our product margin may not be comparable to product margin or a similarly titled measure of other companies.

Current wording

We view product margin as an important performance measure of the core profitability of our operations. We review product margin monthly for consistency and trend analysis. We define product margin as our product sales minus product costs. Product sales primarily include sales of unbranded and branded gasoline, distillates, residual oil, renewable fuels and crude oil, as well as convenience store and prepared food sales, gasoline station rental income and revenue generated from our logistics activities when we engage in the storage, transloading and shipment of products owned by others. Product costs include the cost of acquiring products and all associated costs including shipping and handling costs to bring such products to the point of sale as well as product costs related to convenience store items and costs associated with our logistics activities. We also look at product margin on a per unit basis (product margin divided by volume). Product margin is a non-GAAP financial measure used by management and external users of our consolidated financial statements to assess our business. Product margin should not be considered an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, our product margin may not be comparable to product margin or a similarly titled measure of other companies.

Previous wording

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 ventures 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.

Current wording

Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges andour proportionate share of EBITDA related to our joint venture, 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.

Previous wording

distributions on our incentive distribution rights. The investment community also uses a distributable cash flow metric similar to the metric used in our partnership agreement with respect to publicly traded partnerships to indicate whether or not such partnerships have generated sufficient earnings on a current or historical level that can sustain distributions on preferred or common units or support an increase in quarterly cash distributions on common units. Our partnership agreement does not permit adjustments for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.

Current wording

Distributable cash flow as used in our partnership agreement also determines our ability to make cash distributions on our incentive distribution rights. The investment community also uses a distributable cash flow metric similar to the metric used in our partnership agreement with respect to publicly traded partnerships to indicate whether or not such partnerships have generated sufficient earnings on a current or historical level that can sustain distributions on preferred or common units or support an increase in quarterly cash distributions on common units. Our partnership agreement does not permit adjustments for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.

Previous wording

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 ventures 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.

Current wording

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 venture, 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.

Previous wording

Our gross profit was $1.1 billion and $973.6 million for 2024 and 2023, respectively, increasing $84.3 million, or 9%. 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, offset by less favorable market conditions in gasoline and residual oil. 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 primarily due to increases in sundries and rental income, but was negatively impacted due in part to the sales and conversions of certain company-operated sites. In our Commercial segment, our product margin decreased primarily due to less favorable market conditions. The increase in gross profit was partially offset by a $31.6 million increase in depreciation allocated to cost of sales.

Current wording

Our gross profit was $1.1 billion for both 2025 and 2024, increasing $4.2 million. Our Wholesale segment product margins increased primarily due to more favorable market conditions in gasoline and distillates, partially offset by less favorable market conditions in residual oil. In our GDSO segment, our gasoline distribution product margin decreased due in part to a decline in volume sold, and our station operations product margin decreased due in part to the sales and conversions of certain company-operated sites and to a decrease in sundries. Our Commercial segment product margin decreased due in part to less favorable market conditions in bunkering. The increase in gross profit was partially offset by a $5.7 million increase in depreciation allocated to cost of sales.

Previous wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $6.5 billion and $5.9 billion for 2024 and 2023, respectively, an increase of $0.6 billion, or 10%, 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 million and $105.2 million for 2024 and 2023, respectively, an increase of $76.6 million, or 73%, primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions in gasoline blendstocks, partially offset by less favorable market conditions in gasoline.

Current wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $7.8 billion and $6.5 billion for 2025 and 2024, respectively, an increase of $1.3 billion, or 20%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our gasoline and gasoline blendstocks product margin was $205.5 million and $181.8 million for 2025 and 2024, respectively, an increase of $23.7 million, or 13%, primarily due to more favorable market conditions in gasoline compared to 2024. Our product margin also benefited from the addition of the Acquired Terminals.

Previous wording

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

Current wording

Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $4.9 billion and $4.2 billion for 2025 and 2024, respectively, an increase of $0.7 billion, or 17%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our product margin from distillates and other oils was $116.1 million and $110.4 million for 2025 and 2024, respectively, an increase of $5.7 million, or 5%, primarily due to more favorable market conditions in distillates, offset by less favorable market conditions in residual oil.

Previous wording

Gasoline Distribution. Sales from gasoline distribution were $4.8 billion and $5.3 billion for 2024 and 2023, respectively, a decrease of $0.5 billion, or 9%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $578.7 million and $558.5 million for 2024 and 2023, respectively, an increase of $20.2 million, or 4%, primarily due to higher fuel margins (cents per gallon).

Current wording

Gasoline Distribution. Sales from gasoline distribution were $4.2 billion and $4.8 billion for 2025 and 2024, respectively, a decrease of $0.6 billion, or 12%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $574.1 million and $578.7 million for 2025 and 2024, respectively, a decrease of $4.6 million, or 1%, due in part to the decrease in volume sold.

Previous wording

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 million and $572.2 million for 2024 and 2023, respectively, a decrease of $6.4 million, or 1%, primarily due to the sales and conversions of certain company-operated sites, offset by increases in sundries and rental income. Our product margin from station operations was $281.7 million and $276.0 million for 2024 and 2023, respectively, an increase of $5.7 million, or 2%, primarily due to increases in sundries and rental income, but was negatively impacted due in part to the sales and conversions of certain company-operated sites.

Current wording

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 $546.7 million and $565.8 million for 2025 and 2024, respectively, a decrease of $19.1 million, or 3%. Our product margin from station operations was $271.9 million and $281.7 million for 2025 and 2024, respectively, a decrease of $9.8 million, or 3%. The decreases in sales and product margin are due in part to the sales and conversions of certain company-operated sites and to a decrease in sundries.

Previous wording

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

Current wording

Our commercial sales were $1.1 billion for both 2025 and 2024, increasing $46.7 million, or 4%, primarily due an increase in volume sold, partially offset by a decrease in prices. Our commercial product margin was $26.3 million and $31.4 million for 2025 and 2024, respectively, a decrease of $5.1 million, or 16%, due in part to less favorable market conditions in bunkering.

Previous wording

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

Current wording

SG&A expenses were $305.7 million and $292.0 million for 2025 and 2024, respectively, an increase of $13.7 million, or 5%, including increases of $10.5 million in wages and benefits, $3.1 million in professional fees, $2.8 million in dues and subscriptions, $2.3 million in license fees and $4.2 million in various other SG&A expenses. The increase in SG&A expenses was offset by decreases of $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 $2.9 million in acquisition costs.

Previous wording

Operating expenses were $515.3 million and $450.6 million for 2024 and 2023, respectively, an increase of $64.7 million, or 14%, including an increase of $68.1 million in operating expenses associated with our terminals operations, largely related to the acquisitions of the Motiva Terminal Facilities and, to a lesser extent, the Gulf Terminals, offset by a decrease of $3.4 million in operating expenses related to our GDSO operations, in part due to the sale of non-strategic sites during 2024.

Current wording

Operating expenses were $519.5 million and $515.3 million for 2025 and 2024, respectively, an increase of $4.2 million, or 1%, including an increase of $5.5 million in operating expenses associated with our terminals operations, due in part to higher maintenance and repairs, utilities and property taxes, offset by lower rent and lease expenses. The increase in operating expenses was offset by a decrease of $1.3 million in operating expenses related to our GDSO operations.

Previous wording

Amortization expense related to our intangible assets was $8.2 million and $8.1 million for 2024 and 2023, respectively.

Current wording

Amortization expense related to our intangible assets was $5.3 million and $8.2 million for 2025 and 2024, respectively.

Previous wording

Net gain on sale and disposition of assets was $9.5 million and $2.6 million for 2024 and 2023, respectively, primarily due to the sale of GDSO sites.

Current wording

Net gain on sale and disposition of assets was $3.3 million and $9.5 million for 2025 and 2024, respectively, primarily due to the sale of GDSO sites.

Previous wording

In 2024, we recognized impairment charges of $0.5 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.

Current wording

In 2024, we recognized impairment charges of $0.5 million relating to certain right of use assets and construction in process assets allocated to the GDSO segment.

Previous wording

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

Current wording

Income (loss) from equity method investments was $4.5 million and ($1.5 million) for 2025 and 2024, respectively, representing our proportional share of income (loss) from our equity method investments in our joint ventures. See Note 17 of Notes to Consolidated Financial Statements for information on our equity method investments.

Previous wording

Income tax expense was $4.6 million and $8.1 million for 2024 and 2023, respectively. The respective income tax expense predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.

Current wording

Income tax expense was $1.1 million and $4.6 million for 2025 and 2024, respectively. The respective income tax expense predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.

Previous wording

Working capital was $207.2 million and $115.0 million at December 31, 2024 and 2023, respectively, an increase of $92.2 million. Changes in current assets and current liabilities increasing our working capital primarily include, in part, an increase of $196.8 million in inventories, in part due to the inventory acquired from Gulf Oil, and a decrease of $138.7 million in accounts payable. The increase in working capital was offset by an increase of $112.7 million in the current portion of our working capital revolving credit facility and a decrease of $79.2 million in accounts receivable.

Current wording

Working capital was $151.3 million and $207.2 million at December 31, 2025 and 2024, respectively, an decrease of $55.9 million. Changes in current assets and current liabilities decreasing our working capital include, in part, increases of $63.2 million, $17.0 million and $17.0 million in accounts payable, trustee taxes payable and the current portion of our lease liability, respectively, and a decrease of $45.0 million in inventories. The decrease in working capital was offset by an increase of $57.6 million in accounts receivable and a decrease of $15.7 million in accrued expenses and other current liabilities.

Previous wording

In addition, on January 29, 2025, the board of directors of our general partner declared a quarterly cash distribution of $0.7400 per unit ($2.96 per unit on an annualized basis) on our common units for the period from October 1, 2024 through December 31, 2024 to our common unitholders of record as of the close of business on February 10, 2025. On February 14, 2025, we paid the total cash distribution of approximately $29.5 million.

Current wording

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

Previous wording

In addition, on January 13, 2025, 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, 2024 through February 14, 2025 to our Series B preferred unitholders of record as of the opening of business on February 3, 2025. On February 18, 2025, we paid the total cash distribution of approximately $1.8 million.

Current wording

In addition, on January 12, 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, 2025 through February 14, 2026 to our Series B preferred unitholders of record as of the opening of business on February 2, 2026. On February 17, 2026, we paid the total cash distribution of $1.8 million.

Previous wording

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 million and $60.8 million in maintenance capital expenditures for the years ended December 31, 2024 and 2023, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $36.7 million and $52.9 million for 2024 and 2023, 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.

Current wording

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 $54.0 million and $46.9 million in maintenance capital expenditures for the years ended December 31, 2025 and 2024, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which $38.9 million and $36.7 million for 2025 and 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.

Previous wording

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 million and $28.0 million in expansion capital expenditures, excluding acquired property and equipment, for the years ended December 31, 2024 and 2023, respectively, primarily related to investments in our gasoline station and terminal businesses.

Current wording

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 $37.5 million and $56.4 million in expansion capital

Previous wording

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

Current wording

Net cash provided by operating activities was $284.8 million and $31.6 million for 2025 and 2024, respectively, for a period-over-period increase in cash flow from operating activities of $253.2 million.

Previous wording

In 2023, the increases in accounts receivable and accounts payable are in part due to timing of sales and payments, offset by a decrease in prices. The decrease in inventories is primarily due to the decrease in prices.

Current wording

In 2025, the increases in accounts receivable and accounts payable are due in part to timing of sales and payments, partially offset by a decrease in prices. The decrease in inventories is also due in part to a decrease in prices.

Previous wording

Net cash used in investing activities was $492.4 million for 2023 and included $313.2 million related to the acquisition of the Motiva Terminal Facilities (see Note 3 to Notes to Consolidated Financial Statements), $95.3 million in expenditures associated with our equity method investments, $88.8 million in capital expenditures, $8.5 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations and $1.5 million in an immaterial acquisition. Net cash used in investing activities was offset by $12.9 million in proceeds and $1.5 million in an immaterial acquisition. Net cash used in investing activities was offset by $12.9 million in proceeds from the sale of property and equipment and $2.0 million in dividends received of equity method investments.

Current wording

Net cash used in investing activities was $101.0 million for 2025 and included $91.5 million in capital expenditures and $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 equipment and

Previous wording

Net cash used in investing activities was $276.8 million for 2024 and included $215.1 million, mostly related to the acquisition of the Gulf Terminals, $103.3 million in capital expenditures, $19.1 million in expenditures associated with our equity method investments (see Note 17 of Notes to Consolidated Financial Statements) and $7.0 million in seller note issuances, net 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.

Current wording

Net cash used in investing activities was $276.8 million for 2024 and included $215.1 million, mostly related to the acquisition of terminals from Gulf Oil, $103.3 million in capital expenditures, $19.1 million in expenditures associated with our equity method investments (see Note 17 of Notes to Consolidated Financial Statements) and $7.0 million in seller note issuances, net 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 2024 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.

Previous wording

Net cash used in financing activities was $4.4 million for 2023 and included $144.7 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $136.6 million in net payments on our working capital revolving credit facility, $3.5 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 million paid pursuant to distribution equivalent rights previously granted under our LTIP. Net cash used in financing activities was offset by $281.0 million in net borrowings on our revolving credit facility, in part due to fund the acquisition of the Motiva Terminal Facilities.

Current wording

Net cash used in financing activities was $179.8 million for 2025 and included $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, $63.5 million in net payments on our revolving credit facility, $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, $4.0 million paid pursuant to distribution equivalent rights previously granted under our LTIP and $3.4 million in net payments on our working capital revolving credit facility. Net cash used in financing activities was offset by $441.2 million in proceeds in connection with the issuance of the 2033 Notes.

Previous wording

Net cash provided by financing activities was $233.8 million for 2024 and included $441.3 million in proceeds in connection with the issuance of the 2032 Notes and $212.7 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities was offset by $213.0 million in net payments on our revolving credit facility, $121.6 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $69.0 million in cash paid in connection with the redemption of the Series A Preferred Units (see Note 20 of Notes to Consolidated Financial Statements), $14.2 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $1.8 million in LTIP units withheld for tax obligations and $0.6 million paid pursuant to distribution equivalent rights previously granted under our LTIP.

Current wording

Net cash provided by financing activities was $233.8 million for 2024 and included $441.3 million in proceeds in connection with the issuance of our senior notes due 2032 and $212.7 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities was offset by $213.0 million in net payments on our revolving credit facility, $121.6 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $69.0 million in cash paid in connection with the redemption of the Series A Preferred Units (see Note 20 of Notes to Consolidated Financial Statements), $14.2 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $1.8 million in LTIP units withheld for tax obligations and $0.6 million paid pursuant to distribution equivalent rights previously granted under our LTIP.

Previous wording

See Note 9 of Notes to Consolidated Financial Statement for supplemental cash flow information related to our working capital revolving credit facility and revolving credit facility for 2024 and 2023.

Current wording

See Note 9 of Notes to Consolidated Financial Statements for supplemental cash flow information related to our working capital revolving credit facility and revolving credit facility for 2025 and 2024.

Previous wording

Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $1.55 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 May 2, 2026.

Current wording

Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $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 March 20, 2028.

Previous wording

The credit agreement has an accordion feature whereby we may request on the same terms and conditions then applicable to the credit agreement, provided no Default (as defined in the credit agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.85 billion. Any such request for an increase must be in a minimum amount of $25.0 million. We cannot provide assurance, however, that our lending group and/or other lenders outside our lending group will agree to fund any request by us for additional amounts in excess of the total available commitments of $1.55 billion.

Current wording

The credit agreement has an accordion feature whereby we may request on the same terms and conditions then applicable to the credit agreement, provided no Default (as defined in the credit agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.80 billion. Any such request for an increase must be in a minimum amount of $25.0 million. We cannot provide assurance, however, that our lending group and/or other lenders outside our lending group will agree to fund any request by us for additional amounts in excess of the total available commitments of $1.50 billion.

Previous wording

In addition, the credit agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $75.0 million and (b) the Aggregate WC Commitments (as defined in the credit agreement). Swing line loans will bear interest at the Base Rate (as defined in the credit agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.55 billion.

Current wording

In addition, the credit agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $100.0 million and (b) the Aggregate WC Commitments (as defined in the credit agreement). Swing line loans will bear interest at the Base Rate (as defined in the credit agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.50 billion.

Previous wording

The average interest rates for the credit agreement were 7.4%, 7.2% and 3.7% for the years ended December 31, 2024, 2023 and 2022, respectively.

Current wording

The average interest rates for the credit agreement were 6.6%, 7.4% and 7.2% for the years ended December 31, 2025, 2024 and 2023, respectively.

Previous wording

As of December 31, 2024, we had $229.5 million outstanding on the working capital revolving credit facility and $167.0 million outstanding on the revolving credit facility. In addition, we had outstanding letters of credit of $100.2 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $1.05 billion and $1.13 billion at December 31, 2024 and 2023, respectively.

Current wording

As of December 31, 2025, we had $226.1 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 $138.9 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $1.03 billion and $1.05 billion at December 31, 2025 and 2024, respectively.