MARTIN MIDSTREAM PARTNERS L.P.

Previous wording

• a minimum Interest Coverage Ratio (as defined in the credit facility) of at least 1.75:1.00 for the fiscal quarter ended June 30, 2025 and the fiscal quarter ending September 30, 2025, and at least 2.00:1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter;

Current wording

▪require us to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of at least 1.75 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter;

Previous wording

• a maximum First Lien Leverage Ratio (as defined in the credit facility) of not more than 1.25:1.00 for the fiscal quarter ended June 30, 2025 and the fiscal quarter ending September 30, 2025, and not more than 1.50:1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter.

Current wording

▪require us to maintain a maximum First Lien Leverage Ratio (as defined in the Credit Agreement) of not more than 1.25 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter.

Previous wording

Quarterly Distribution. On July 16, 2025, we declared a quarterly cash distribution of $0.005 per common unit for the second quarter of 2025, or $0.020 per common unit on an annualized basis, which will be paid on August 14, 2025, to unitholders of record as of August 7, 2025.

Current wording

Quarterly Distribution. On October 15, 2025, we declared a quarterly cash distribution of $0.005 per common unit for the third quarter of 2025, or $0.020 per common unit on an annualized basis, which will be paid on November 14, 2025, to unitholders of record as of November 7, 2025.

Previous wording

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 $42.8 million of direct costs and expenses for the three months ended June 30, 2025, compared to $42.9 million for the three months ended June 30, 2024. We reimbursed Martin Resource Management Corporation for $83.9 million of direct costs and expenses for the six months ended June 30, 2025, compared to $82.2 million for the six months ended June 30, 2024. There is no monetary limitation on the amount we are required to reimburse Martin Resource Management Corporation for direct expenses.

Current wording

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 $42.9 million of direct costs and expenses for the three months ended September 30, 2025, compared to $46.2 million for the three months ended September 30, 2024. We reimbursed Martin Resource Management Corporation for $126.8 million of direct costs and expenses for the nine months ended September 30, 2025, compared to $128.4 million for the nine months ended September 30, 2024. There is no monetary limitation on the amount we are required to reimburse Martin Resource Management Corporation for direct expenses.

Previous wording

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 of the three months ended June 30, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $3.4 million. In each of the six months ended June 30, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $6.8 million. 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.

Current wording

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 of the three months ended September 30, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $3.4 million. In each of the nine months ended September 30, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $10.2 million and $10.1 million. 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.

Previous wording

For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please refer to "Item 13. Certain Relationships and Related

Current wording

For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please refer to "Item 13. Certain Relationships and Related Transactions, and Director Independence" set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.

Previous wording

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 28% and 28% of our total costs and expenses during the three months ended June 30, 2025 and 2024, respectively. In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 26% and 27% of our total costs and expenses during the six months ended June 30, 2025 and 2024, respectively.

Current wording

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 29% and 31% of our total costs and expenses during the three months ended September 30, 2025 and 2024, respectively. In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 27% and 29% of our total costs and expenses during the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Correspondingly, Martin Resource Management Corporation is one of our significant customers. Our sales to Martin Resource Management Corporation accounted for approximately 15% and 14% of our total revenues for the three months ended June 30, 2025 and 2024, respectively. Our sales to Martin Resource Management Corporation accounted for approximately 14% and 15% of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Correspondingly, Martin Resource Management Corporation is one of our significant customers. Our sales to Martin Resource Management Corporation accounted for approximately 15% and 15% of our total revenues for the three months ended September 30, 2025 and 2024, respectively. Our sales to Martin Resource Management Corporation accounted for approximately 15% and 15% of our total revenues for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

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 June 30, 2025 and 2024, which represents EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow:

Current wording

The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the three and nine months ended September 30, 2025 and 2024, which represents EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow:

Previous wording

The results of operations for the three and six months ended June 30, 2025 and 2024, have been derived from our consolidated and condensed financial statements.

Current wording

The results of operations for the three and nine months ended September 30, 2025 and 2024, have been derived from our consolidated and condensed financial statements.

Previous wording

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 June 30, 2025 and 2024. 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.

Current wording

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 nine months ended September 30, 2025 and 2024. 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.

Previous wording

Revenues. Revenues decreased $1.0 million. Revenue at our underground storage terminal decreased $1.1 million primarily as a result of lower throughput fees combined with decreased volumes. Our shore-based terminals decreased $0.2 million due to decreased space rent of $0.3 million, offset by increased throughput revenue of $0.1 million. Revenue at our specialty terminals increased $0.2 million, primarily as a result of increased storage and service revenue.

Current wording

Revenues. Revenues increased $1.4 million. Revenue at our underground storage terminal increased $1.4 million primarily as a result of increased storage volume. Revenue at our Smackover refinery increased $0.4 million primarily due to increases in throughput revenue and reservation fees. Revenue at our specialty terminals decreased $0.4 million, primarily as a result of decreased storage and service revenue. Our shore-based terminals decreased $0.2 million due to decreased space rent.

Previous wording

Operating expenses. Operating expenses decreased primarily due to lower insurance claims of $1.5 million (crude pipeline spill that occurred in 2024). This decrease was offset by increases at our Smackover refinery in natural gas utilities of $0.4 million, employee-related expenses of $0.2 million, professional fees of $0.2 million and insurance premiums of $0.2 million (higher rates).

Current wording

Operating expenses. Operating expenses increased primarily due to increases at our Smackover refinery in natural gas utilities of $0.2 million and employee-related expenses of $0.5 million. These increases were offset by a lower repairs and maintenance at our shore-based terminals of $0.2 million.

Previous wording

Depreciation and amortization. The decrease in depreciation and amortization is primarily the result of assets being fully depreciated, offset by capital expenditures.

Current wording

Depreciation and amortization. The decrease in depreciation and amortization is primarily the result of assets being fully depreciated and disposals, offset by capital expenditures.

Previous wording

Operating expenses. Operating expenses decreased primarily as a result of insurance claims of $1.7 million (primarily crude pipeline spill that occurred in 2024). This decrease was offset by increases in employee-related expenses of $0.5 million and insurance premiums of $0.4 million (higher rates) across all terminals.

Current wording

Operating expenses. Operating expenses decreased primarily as a result of insurance claims of $1.7 million (primarily crude pipeline spill that occurred in 2024). This decrease was offset by increases in employee-related expenses of $1.0 million and insurance premiums of $0.5 million (higher rates) across all terminals.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses increased primarily due to uncollectible accounts receivable.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses increased primarily due to higher employee-related expenses.

Previous wording

Depreciation and amortization. The decrease in depreciation and amortization is primarily the result of assets being fully depreciated, offset by capital expenditures.

Current wording

Depreciation and amortization. The decrease in depreciation and amortization is primarily the result of assets being fully depreciated and disposals, offset by capital expenditures.

Previous wording

Revenues. Revenues decreased $8.3 million. In our marine transportation division, inland revenues decreased $2.0 million, primarily related to lower transportation rates combined with a decrease in utilization associated with equipment repairs and regulatory inspections. Offshore revenues increased $1.2 million, primarily related to higher transportation rates, offset by a decrease in utilization associated with equipment repairs and regulatory inspections. Pass-through revenue (primarily fuel) decreased $0.3 million. In our land transportation division, freight revenue decreased $5.4 million, primarily due to a 6% decrease in total miles. Ancillary revenue decreased $1.9 million.

Current wording

Revenues. Revenues decreased $6.4 million. In our marine transportation division, inland revenues decreased $4.7 million, primarily related to a decrease in utilization associated with weaker demand and downtime experienced from equipment repairs and regulatory inspections combined, lower transportation rates. Offshore revenues increased $0.3 million, primarily related to higher transportation rates. Pass-through revenue (primarily fuel) increased $0.3 million. In our land transportation division, freight revenue decreased $1.6 million, primarily due to a 4% decrease in total miles. Ancillary revenue decreased $0.7 million.

Previous wording

Operating expenses. The decrease in operating expenses is primarily a result of employee-related expenses of $1.7 million, pass-through expenses (primarily fuel) of $1.6 million, insurance claims of $0.7 million and repairs and maintenance of $0.7 million, offset by increases in lease expense of $2.0 million and insurance premiums of $1.5 million. The decrease in repairs and maintenance, as well as the increase in lease expense are related to the replacement of tractors and trailers in our land transportation division.

Current wording

Operating expenses. The increase in operating expenses is primarily a result of lease expense of $1.1 million and insurance premiums of $0.6 million. The increase in lease expense is related to the replacement of tractors and trailers in our land transportation division.

Previous wording

Revenues. Revenues decreased $3.8 million. In our marine transportation division, inland revenues decreased $0.3 million, primarily related to lower transportation rates. Offshore revenues increased $0.3 million, primarily related to higher transportation rates. Pass-through revenue (primarily fuel) increased $0.1 million. In our land transportation division, freight revenue decreased $2.8 million, primarily due to a 5% decrease in total miles. Ancillary revenue decreased $1.1 million.

Current wording

Revenues. Revenues decreased $14.7 million. In our marine transportation division, inland revenues decreased $6.7 million, primarily related to a decrease in utilization associated with weaker demand and downtime experienced from equipment repairs and regulatory inspections combined with lower transportation rates. Offshore revenues increased $1.6 million, primarily related to higher transportation rates and utilization. In our land transportation division, freight revenue decreased $7.0 million, primarily due to a 5% decrease in total miles. Ancillary revenue decreased $2.6 million.

Previous wording

Operating expenses. The decrease in operating expenses is primarily a result of employee-related expenses of $1.2 million, insurance claims of $0.7 million, repairs and maintenance of $0.6 million and pass-through expenses (primarily fuel) of $0.6 million, offset by increases in lease expense of $1.2 million and insurance premiums of $0.7 million. The decrease in repairs and maintenance, as well as the increase in lease expense are related to the replacement of tractors and trailers in our land transportation division.

Current wording

Operating expenses. The increase in operating expenses is primarily a result of lease expense of $3.1 million and insurance premiums of $2.0 million. Offsetting these increases were decreases in employee-related expenses of $2.4 million, repairs and maintenance of $1.2 million, pass-through expenses of $0.6 million and insurance claims of $0.6 million. The decrease in repairs and maintenance, as well as the increase in lease expense are related to the replacement of tractors and trailers in our land transportation division.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses increased primarily due to uncollectible accounts receivable of $0.6 million and higher employee-related expenses of $0.4 million.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses decreased primarily due to a reduction in the allowance for uncollectible accounts receivable of $0.6 million and higher employee-related expenses of $0.3 million.

Previous wording

Services revenues. Services revenues increased $0.6 million largely associated with reservation revenue from the ELSA joint venture beginning in the fourth quarter 2024. Additional increases were the result of a contractually prescribed, index-based fee adjustment.

Current wording

Services revenues. Services revenues increased $0.6 million largely associated with reservation fee revenue from the ELSA joint venture beginning in the fourth quarter of 2024. Additional increases were the result of a contractually prescribed, index-based fee adjustment.

Previous wording

Products revenues. Product revenues increased $6.3 million. Product revenues increased by $11.4 million, as a result of a 40% increase in sales volumes, primarily related to a 58% increase in sulfur volumes, which increase was offset by a decrease of $5.1 million due to a 15% reduction in average sulfur services sales prices.

Current wording

Products revenues. Product revenues increased $7.4 million. Product revenues increased by $8.4 million, as a result of a 42% increase in sales volumes, primarily related to a 52% increase in fertilizer volumes, which increase was offset by a decrease of $1.0 million due to a 5% reduction in average sulfur services sales prices.

Previous wording

Cost of products sold. Cost of products sold increased $7.1 million. A 40% increase in sales volumes impacted cost of products sold by $8.4 million. A 6% decrease in product cost impacted cost of products sold by $1.3 million, resulting from decreased commodity prices. Margin per ton decreased $24.89, or 33%.

Current wording

Cost of products sold. Cost of products sold increased $8.8 million. A 42% increase in sales volumes impacted cost of products sold by $7.1 million. An 11% increase in product cost impacted cost of products sold by $1.7 million, resulting from increased commodity prices. Margin per ton decreased $19.36, or 47%.

Previous wording

Operating expenses. Operating expenses increased due to an increase of $0.3 million in outside services, $0.2 million in marine operating expenses, $0.2 million in repairs and maintenance, $0.1 million in utilities, and $0.1 million in marine pass-through expenses.

Current wording

Operating expenses. Operating expenses increased due to an increase of $0.1 million in marine operating expenses and $0.1 million in insurance-related costs.

Previous wording

Services revenues. Services revenues increased $1.3 million largely associated with reservation revenue from the ELSA joint venture beginning in the fourth quarter 2024. Additional increases were the result of a contractually prescribed, index-based fee adjustment.

Current wording

Services revenues. Services revenues increased $1.9 million largely associated with reservation fee revenue from the ELSA joint venture beginning in the fourth quarter 2024. Additional increases were the result of a contractually prescribed, index-based fee adjustment.

Previous wording

Products revenues. Products revenues increased $20.6 million. Product Revenues increased by $24.4 million related to a 41% increase in sales volume, primarily a 52% increase in sulfur volumes, which increase was offset by a decrease of $3.8 million primarily due to a 6% reduction in average sulfur products sales prices.

Current wording

Products revenues. Products revenues increased $28.0 million. Product Revenues increased by $32.0 million related to a 39% increase in sales volume, primarily a 47% increase in sulfur volumes, which increase was offset by a decrease of $4.0 million primarily due to a 5% reduction in average sulfur products sales prices.

Previous wording

Cost of products sold. Cost of products sold increased $16.4 million. A 41% increase in sales volumes resulted in an increase in cost of products sold of $17.7 million. A 3% decrease in product cost impacted cost of products sold by $1.3 million, resulting from lower commodity prices. Margin per ton decreased $7.69, or 13%.

Current wording

Cost of products sold. Cost of products sold increased $25.2 million. A 39% increase in sales volumes resulted in an increase in cost of products sold of $24.2 million. A 2% increase in product cost impacted cost of products sold by $1.0 million, resulting from higher commodity prices. Margin per ton decreased $10.89, or 20%.

Previous wording

Operating expenses. Operating expenses increased $1.8 million due to $0.8 million in outside services, $0.3 million in marine pass-through expenses, $0.3 million in marine operating expenses, $0.2 million in repairs and maintenance, and $0.1 million in utilities.

Current wording

Operating expenses. Operating expenses increased $2.0 million due to $0.8 million in outside services, $0.4 million in marine operating expenses, $0.3 million in marine pass-through expenses, $0.2 million in repairs and maintenance, $0.1 million in insurance-related costs, $0.1 million in utilities, and $0.1 million in employment expenses.

Previous wording

Products Revenues. Products revenues decreased $7.0 million. Sales volumes increased 4%, increasing revenues by $2.6 million, primarily related to a 6% increase in NGL sales volumes. Our average sales price per barrel decreased $15.06, resulting in a $9.5 million decrease to revenue.

Current wording

Products Revenues. Products revenues decreased $4.7 million. Sales volumes increased 5%, increasing revenues by $3.1 million, primarily related to a 10% increase in other specialty sales volumes. Our average sales price per barrel decreased $11.64, resulting in a $7.8 million decrease to revenue.

Previous wording

Cost of products sold. Cost of products sold decreased $5.5 million. The increase in sales volumes of 4% resulted in a $2.3 million increase to cost of products sold. Our average cost per barrel decreased $12.38, or 13%, decreasing cost of products sold by $7.8 million. Our margins decreased $2.67 per barrel, or 22%, during the period.

Current wording

Cost of products sold. Cost of products sold decreased $3.6 million. The increase in sales volumes of 5% resulted in a $2.8 million increase to cost of products sold. Our average cost per barrel decreased $9.51, or 11%, decreasing cost of products sold by $6.4 million. Our margins decreased $2.12 per barrel, or 21%, during the period.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses decreased primarily due to lower employee-related expenses.

Current wording

Selling, general and administrative expenses. Selling, general and administrative decreased $0.5 million primarily due to lower employee-related expenses.

Previous wording

Products Revenues. Product revenues decreased by $4.0 million. A 5% rise in sales volumes increased revenue by $6.6 million, primarily driven by a 6% increase in NGL sales volumes. This was offset by an 8% decline in average specialty product sales prices, which reduced revenue by $10.6 million.

Current wording

Products Revenues. Product revenues decreased by $8.7 million. A 5% rise in sales volumes increased revenue by $9.7 million, primarily driven by a 6% increase in NGL sales volumes. This was offset by a 9% decline in average specialty product sales prices, which reduced revenue by $18.5 million.

Previous wording

Cost of products sold. Cost of products sold decreased $2.1 million. A 5% increase in sales volumes resulted in an increase in cost of products sold of $6.0 million. A 7% decline in average product cost impacted cost of products sold by $8.1 million, resulting from reduced commodity prices. Our margins decreased $1.87 per barrel, or 17%, during the period.

Current wording

Cost of products sold. Cost of products sold decreased $5.7 million. A 5% increase in sales volumes resulted in an increase in cost of products sold of $8.8 million. An 8% decline in average product cost impacted cost of products sold by $14.5 million, resulting from reduced commodity prices. Our margins decreased $1.95 per barrel, or 19%, during the period.

Previous wording

Comparative Components of Interest Expense, Net for the Six Months Ended June 30, 2025 and 2024

Current wording

Comparative Components of Interest Expense, Net for the Nine Months Ended September 30, 2025 and 2024

Previous wording

Indirect selling, general and administrative expenses increased for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to transaction expenses associated with the terminated Merger with Martin Resource Management Corporation of $0.8 million, combined with an increase in overhead expenses allocated from Martin Resource Management Corporation.

Current wording

Indirect selling, general and administrative expenses increased for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to transaction expenses associated with the terminated merger with Martin Resource Management Corporation.

Previous wording

Indirect selling, general and administrative expenses increased for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, as a result of an increase in overhead expenses allocated from Martin Resource Management Corporation.

Current wording

Indirect selling, general and administrative expenses increased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to transaction expenses associated with the terminated merger with Martin Resource Management Corporation.

Previous wording

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 June 30, 2025 and 2024:

Current wording

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 nine months ended September 30, 2025 and 2024:

Previous wording

The following table details the cash flow changes between the six months ended June 30, 2025 and 2024:

Current wording

The following table details the cash flow changes between the nine months ended September 30, 2025 and 2024: