NGL Energy Partners LP

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 28, 2026.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of NGL Energy Holdings LLC and

Unitholders of NGL Energy Partners LP

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of NGL Energy Partners LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of March 31, 2026 and 2025, the related consolidated statements of operations, comprehensive (loss) income, changes in (deficit) equity, and cash flows for each of the three years in the period ended March 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of March 31, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated May 28, 2026 expressed an unqualified opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Crude Oil Logistics reporting unit - goodwill impairment assessment

As described further in Note 5 to the consolidated financial statements, during the year ended March 31, 2026, the Partnership recognized goodwill impairment of $247.8 million related to its Crude Oil Logistics reporting unit. Management evaluates goodwill for impairment on an annual basis, or more frequently to the extent events or conditions indicate a risk of possible impairment. Based on events occurring during the three months ended March 31, 2026, management performed a quantitative impairment assessment of its Crude Oil Logistics reporting unit to evaluate goodwill for impairment. As a result of the assessment performed, the Partnership recognized a goodwill impairment charge of $247.8 million. We identified the Crude Oil Logistics reporting unit goodwill impairment assessment as a critical audit matter.

The principal consideration for our determination that the Crude Oil Logistics reporting unit goodwill impairment assessment is a critical audit matter is due to the estimation uncertainties and significant management judgment when estimating the fair value of the Crude Oil Logistics reporting unit. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s forecasted future cash flows and evaluation of the reasonableness of the valuation model used. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Our audit procedures related to the Crude Oil Logistics reporting unit goodwill impairment assessment included the following, among others:

•We tested the design and operating effectiveness of internal controls relating to management’s goodwill impairment assessment, including those over the determination of the fair value of the Crude Oil Logistics reporting unit.

•With the assistance of professionals with specialized skill and knowledge, we tested management’s process for calculating the goodwill impairment assessment, including the reasonableness of the valuation methodology and certain significant assumptions used in the calculations including the discount rate applied to the estimated future cash flows.

•We evaluated the reasonableness of significant judgments including forecasted revenue and operating expenses. We tested whether these forecasts were reasonable and consistent with historical performance and industry projections and conditions found in industry reports, as applicable.

/s/GRANT THORNTON LLP

We have served as the Partnership’s auditor since 2010.

Tulsa, Oklahoma

May 28, 2026

Consolidated Balance Sheets

(in Thousands, except unit amounts)

Consolidated Statements of Operations

(in Thousands, except unit and per unit amounts)

Consolidated Statements of Comprehensive (Loss) Income

(in Thousands)

Consolidated Statements of Changes in (Deficit) Equity

(in Thousands, except unit amounts)

Consolidated Statements of Cash Flows

(in Thousands)

Notes to Consolidated Financial Statements

Note 1—Organization and Operations

NGL Energy Partners LP, a Delaware master limited partnership (“we,” “us,” “our,” or the “Partnership”), was formed in September 2010. NGL Energy Holdings LLC serves as our general partner (“GP”). At March 31, 2026, our operations included three segments:

•Our Water Solutions segment transports, treats, recycles and disposes of produced and flowback water generated from crude oil and natural gas production. We also sell produced water for reuse and recycle to our producer customers to be used in their crude oil exploration and production activities. As part of processing water, we aggregate and sell recovered crude oil, also known as skim oil. We also dispose of solids such as tank bottoms, drilling fluids and drilling muds and perform other ancillary services such as truck washouts. Our activities in this segment are underpinned by long-term, fixed fee contracts and acreage dedications, a significant portion of which contain minimum volume commitments with leading oil and gas companies including large, investment grade producer customers.

•Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities and other trade hubs, and provides storage, terminaling and transportation services through its owned assets. Our activities in this segment are supported by certain long-term, fixed rate contracts with acreage dedications and which include minimum volume commitments on our storage tanks and owned and leased pipelines.

•Our Liquids Logistics segment conducts supply operations for natural gas liquids to commercial, retail and industrial customers across the United States and Canada. These operations are conducted through ourfive owned terminals, third-party storage and terminal facilities, access tonine common carrier pipelines and a fleet of leased railcars. We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia and we also own a propane pipeline in Michigan. We attempt to reduce our exposure to price fluctuations by using back-to-back physical contracts and pre-sale agreements that allow us to lock in a margin on a percentage of our winter volumes. We also enter into financially settled derivative contracts as economic hedges of our physical inventory, physical sales and physical purchase contracts.

Discontinued Operations

Sale of Refined Products Business and Exiting Biodiesel Business

As of March 31, 2025, we completed winding down our biodiesel business (see Note 17 for a further discussion).

On April 30, 2025, we sold our refined products business, including certain working capital items, to a third-party (see Note 17 for a further discussion).

The sale of our refined products business and winding down of our biodiesel business represent a strategic shift in our operations and will have a significant effect on our operations and financial results going forward. Accordingly, the results of operations and cash flows for our refined products and biodiesel businesses within our Liquids Logistics segment have been classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the consolidated statements of operations and consolidated statements of cash flows. In addition, the assets and liabilities related to our refined products and biodiesel businesses have been classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 18 for a further discussion).

Other Dispositions

On April 14, 2025, we sold certain investments in unconsolidated entities, property, plant and equipment and intangible assets to a third-party, which were classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 17 for a further discussion).

Sale of Certain Natural Gas Liquids Terminals and Most of Our Wholesale Propane Business

On April 30, 2025, we sold most of our wholesale propane business,17 of our natural gas liquids terminals, our interest in an unconsolidated entity and working capital (“Wholesale Propane Disposition”) to a third-party (see Note 17 for a

Notes to Consolidated Financial Statements

further discussion). We incurred $7.3 million of costs related to this transaction during the year ended March 31, 2025, and these costs have been recorded within loss on disposal or impairment of assets, net in our consolidated statement of operations. The assets and liabilities of this portion of our Liquids Logistics segment were classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 18 for a further discussion).

As of March 31, 2025, we entered into definitive agreements with third-parties to sell certain railcars, which have been classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 18 for a further discussion).

Note 2—Significant Accounting Policies

Basis of Presentation

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting (see further discussion below). We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented.

Critical accounting estimates we make in the preparation of our consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable, the valuation of contingent consideration liabilities and accruals for environmental matters. Although we believe these estimates are reasonable, actual results could differ from those estimates.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

•Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.

•Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivative financial instruments such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties.

•Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.

Derivative Financial Instruments

We record all derivative financial instrument contracts at fair value in our consolidated balance sheets except for normal purchase and normal sale transactions that are expected to result in physical delivery. For these transactions, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. We periodically enter into interest rate swaps to hedge variability in interest rates and effectively lock in the benchmark interest rate at the inception of the swap.

We have not designated any financial instruments as hedges for accounting purposes. All changes in the fair value of our physical contracts that do not qualify as normal purchases and normal sales and settlements (whether cash transactions or non-cash mark-to-market adjustments) are reported within cost of sales-product (for purchase contracts) in our consolidated statements of operations, regardless of whether the contract is physically or financially settled, and within cash flows from operations in our consolidated statements of cash flows. The change in the fair value of our interest rate swaps is recorded as a net gain or loss within interest expense in our consolidated statement of operations and within cash flows from operations in our consolidated statements of cash flows.

We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations. We do not enter into such contracts for trading purposes. Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements and are reported within cost of sales-product on the consolidated statements of operations, along with related settlements. We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. However, net unbalanced positions can exist or are established based on our assessment of anticipated market movements. Inherent in the resulting contractual portfolio are certain business risks, including commodity price risk and credit risk. Commodity price risk is the risk that the market value of crude oil or natural gas liquids will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. Procedures and limits for managing commodity price risks and credit risks are specified in our market risk policy and credit policy, respectively. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel. Credit risk is monitored daily and exposure is minimized through customer deposits, letters of credit, monitoring customer receivables relative to previously-approved credit limits, restrictions on product liftings, entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions, reviewing the receivable aging and suspending sales to customers that have not timely paid outstanding invoices.

Cost of Sales

We include all costs we incur to acquire products, including the costs of purchasing, terminaling, and transporting inventory, prior to delivery to our customers, in cost of sales.

Depreciation and Amortization

Depreciation and amortization in our consolidated statements of operations includes all depreciation of our property, plant and equipment and amortization of intangible assets other than debt issuance costs, for which the amortization is recorded to interest expense and certain contract-based intangible assets, for which the amortization is recorded to cost of sales-product, cost of sales-service or operating expense.

Income Taxes

We qualify as a partnership for income tax purposes. As such, we generally do not pay federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership.

We have certain taxable corporate subsidiaries in the United States and Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2022 to 2025 generally remain subject to examination by federal, state, and Canadian tax authorities. We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in income in the period that includes the enactment date.

A publicly traded partnership is required to generate at least 90% of its gross income (as defined for federal income tax purposes) from certain qualifying sources. Income generated by our taxable corporate subsidiaries is excluded from this qualifying income calculation. Although we routinely generate income outside of our corporate subsidiaries that is non-qualifying, we believe that at least 90% of our gross income has been qualifying income for each of the calendar years since our initial public offering.

We have a corporate subsidiary with a deferred tax liability of $28.5 million and $29.9 million at March 31, 2026 and 2025, respectively, in connection with certain of our acquisitions, which is included within other noncurrent liabilities in our consolidated balance sheets. The deferred tax liability is primarily the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation. For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis. The deferred tax benefit recorded during the year ended March 31, 2026 was $1.5 million with an effective tax rate of 21.0%. The deferred tax benefit recorded during the year ended March 31, 2025 was $7.1 million with an effective tax rate of 133.4%. The change in the effective tax rate from March 31, 2025 to March 31, 2026 was due to the sale of our ranches in April 2024 and the associated net deferred tax liabilities.

We evaluate uncertain tax positions for recognition and measurement in the consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the consolidated financial statements. We hadno uncertain tax positions that required recognition in our consolidated financial statements at March 31, 2026 or 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“Act”) was signed into law by the President of the United States. The Act makes permanent many provisions of the expiring Tax Cuts and Jobs Act of 2017, and enacts new tax laws effective primarily in 2025 or 2026. The Act permanently reinstates 100% bonus depreciation for qualifying property acquired after January 19, 2025, and permanently extends the 20% deduction for qualified business income. The Act also makes permanent the modified calculation of adjusted taxable income that corresponds with earnings before interest, taxes depreciation, and amortization (EBITDA) for the purpose of calculating the deduction limits for net business interest expense. This change applies to taxable years beginning after December 31, 2024. The provisions of the Act did not have a material impact to our financial statements.

The following table presents income tax (benefit) expense for the periods indicated:

Amounts in the table above do not include income tax (benefit) expense related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

The following table presents income taxes paid (net of income tax refunds) for the periods indicated:

Amounts in the table above do not include income taxes paid (net of income tax refunds) related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of cash flows.

The following table presents income taxes paid (net of income tax refunds) which exceeded five percent of total income taxes paid (net of income tax refunds) in the following jurisdictions for the periods indicated:

*Jurisdiction is below the five percent disaggregation threshold for the period presented.

Cash and Cash Equivalents

Management considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. We place our cash and cash equivalents with financial institutions that are insured by the Federal Deposit Insurance Corporation; however, we maintain deposits in banks which exceed the amount of deposit insurance available. Management routinely assesses the financial condition of the institutions and believes that any possible credit loss would be minimal.

Accounts Receivable and Concentration of Credit Risk

We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customer’s creditworthiness as well as general economic conditions. Accounts receivable are generated through transactions accounted for under the guidance of contracts with customers (ASC 606), leases (ASC 842) and non-monetary transactions (ASC 845). See Note 16 for a further discussion of our allowance for expected credit losses.

We execute master netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a master netting agreement is in place and we intend to settle on a net basis.

We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2026, 2025 and 2024.

Inventories

Our inventories are valued at the lower of cost or net realizable value, with cost determined using the weighted average cost method, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments.

Inventories consist of the following at the dates indicated:

Investments in Unconsolidated Entities

Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. All of our equity method investments were classified as assets held for sale within our March 31, 2025 consolidated balance sheet (see Note 18).

Other Noncurrent Assets

Other noncurrent assets consist of the following at the dates indicated:

(1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2026 and 2025, linefill consisted of 6,981 and 90,881 barrels of crude oil, respectively. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4).

(2) Represents the noncurrent portion of loan receivables, net of allowances for expected credit losses, primarily related to the sale of certain saltwater disposal assets (see Note 17). At March 31, 2026 and 2025, the loan receivable balance (which includes interest receivable) was $3.3 million and $6.1 million, respectively, of which $3.3 million and $3.0 million, respectively, are recorded within prepaid expenses and other current assets in our consolidated balance sheets.

(3) At March 31, 2026 and 2025, other consisted of $27.2 million and $2.9 million, respectively, of capitalized costs to obtain contracts with customers.

Accrued Expenses and Other Payables

Accrued expenses and other payables consist of the following at the dates indicated:

Amounts in the table above do not include liabilities classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 18).

Property, Plant and Equipment

We record property, plant and equipment at cost less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 4).

Intangible Assets

Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, rights-of-way and easements and executory contracts and other agreements. In addition, we capitalize certain debt issuance costs associated with the ABL Facility (as defined herein). We amortize the majority of our intangible assets on a straight-line basis over the estimated useful lives of the assets (see Note 6). We amortize debt issuance costs over the terms of the related debt using a method that approximates the effective interest method.

Impairment of Long-Lived Assets

We evaluate the carrying value of our long-lived assets (property, plant and equipment and amortizable intangible assets) for potential impairment when events and circumstances warrant such a review. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. If the carrying value is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value. When we cease to use an acquired trade name, we test the trade name for impairment using the relief from royalty method and we begin amortizing the trade name over its estimated useful life as a defensive asset. See Note 4 and Note 6 for a further discussion of long-lived asset impairments recognized in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the purchase price of the acquired businesses over the net fair value of acquired assets and assumed liabilities. Business combinations are accounted for using the “acquisition method.” We expect that all of our goodwill at March 31, 2026 is deductible for federal income tax purposes.

Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. We perform our annual assessment of impairment on January 1 of our fiscal year, and more frequently if circumstances warrant.

For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics. For each reporting unit, we perform a qualitative assessment of relevant events and circumstances about the likelihood of goodwill impairment. If it is deemed more likely than not that the fair value of the reporting unit is less than its carrying value, we calculate the fair value of the reporting unit. Otherwise, further testing is not required. If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, an impairment loss is recognized to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value, limited to the total amount of goodwill for the reporting unit.

Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly affect the outcome of the analysis. The estimates and assumptions we used in the annual goodwill impairment assessment included market participant considerations and future forecasted operating results. Changes in operating results and other assumptions could materially affect these estimates. See Note 5 for a further discussion and analysis of our goodwill impairment assessment.

Product Exchanges

Quantities of products receivable or returnable under exchange agreements are reported within prepaid expenses and other current assets and within accrued expenses and other payables in our consolidated balance sheets. We estimate the value of product exchange assets and liabilities based on the weighted average cost basis of the inventory we have delivered or will deliver on the exchange, plus or minus location differentials.

Variable Interest Entities

We decide at the inception of each arrangement whether an entity in which an investment is made or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, an entity is a VIE if: (1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity’s investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights.

We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.

During the year ended March 31, 2025, we created two new aviation entities whereby we own a 90% interest and members of management own a 10% interest (see Note 17 for a further discussion of these transactions). We also executed guarantees for the benefit of the lender that obligates us for the payment and performance of the aviation entities with respect to the repayment of the loans. Since we guaranteed the payment of the outstanding loans, we have concluded that the aviation entities are VIEs because the equity is not sufficient to fund the aviation entities’ activities without additional subordinated financial support. We have the power to make decisions that most significantly affect the economic performance of the aviation entities and have benefits through our ownership interest. Therefore, we have concluded that we are the primary beneficiary and will consolidate the aviation entities in our consolidated financial statements and will include the noncontrolling interest as redeemable noncontrolling interest as discussed below.

The following table summarizes the balances related to the VIEs that are consolidated in our consolidated balance sheets at the dates indicated (excluding intercompany eliminations at the time of consolidation) as well as our equity in the VIEs:

Generally, the assets of the individual consolidated VIEs can be used only to settle liabilities of each respective individual consolidated VIE and the liabilities of the individual consolidated VIEs are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Partnership. In general, our maximum exposure to loss due to involvement with the VIEs is limited to the amount of capital investment in the VIEs, if any, or the potential obligation to perform on the guarantees of the outstanding loans.

Noncontrolling Interests

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. The following table summarizes changes in our redeemable noncontrolling interest in our consolidated balance sheets (in thousands):

Acquisitions

To determine if a transaction should be accounted for as a business combination or an acquisition of assets, we first calculate the relative fair values of the assets acquired. If substantially all of the relative fair value is concentrated in a single asset or group of similar assets, or if not but the transaction does not include a significant process (does not meet the definition of a business), we record the transaction as an acquisition of assets. For acquisitions of assets, the purchase price is allocated based on the relative fair values and goodwill is not recorded. All other transactions are recorded as business combinations. We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. For a business combination, the excess of the purchase price over the net fair value of acquired assets and assumed liabilities is recorded as goodwill, which is not amortized but instead is evaluated for impairment at least annually (as described above).

Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair value of the assets acquired and liabilities assumed in a business combination.

Contingent Consideration Liabilities

Certain business combinations in our Water Solutions segment included future royalty payments to the seller, which we recorded as contingent consideration liabilities as part of our purchase price allocation. The initial fair value was calculated based on an estimate of the activity related to the assets acquired in the transaction, either volumes or revenue, and an estimate of the expected useful life of the assets and discounted to its present value using an appropriate discount rate. The contingent consideration liabilities are recorded within accrued expenses and other payables and other noncurrent liabilities in our consolidated balance sheets. The fair value of the contingent consideration liabilities is assessed each reporting period to determine if there are any changes to the estimated expected activity and the expected useful life of the assets. The same process to calculate the initial fair value of the contingent consideration liabilities is used to calculate the updated fair value. Changes in the fair value of the contingent consideration liabilities are recorded within revaluation of liabilities in our consolidated statement of operations. The fair value estimates used in the analysis of the contingent consideration liabilities were primarily based on Level 3 inputs in the fair value hierarchy.

The following table summarizes changes in our contingent consideration liabilities (in thousands):

(1) Decrease due primarily to lower expected produced water volumes from our customers, resulting in a decrease to the expected future royalty payment.

(2) Includes $2.0 million which is recorded within accrued expenses and other payables and $13.8 million which is recorded within other noncurrent liabilities in our March 31, 2025 consolidated balance sheet.

(3) Increase due primarily to higher expected produced water volumes from our customers, resulting in an increase to the expected future royalty payment.

(4) Includes $2.2 million which is recorded within accrued expenses and other payables and $15.8 million which is recorded within other noncurrent liabilities in our March 31, 2026 consolidated balance sheet.

Reclassifications

During the three months ended March 31, 2026, we identified a misclassification related to amounts recorded within inventories that should have been recorded as linefill within property, plant and equipment in prior periods. To correct the misclassification in the current period financial statements, we adjusted our March 31, 2026 consolidated balance sheet by reducing inventories by approximately $11.0 million and increasing linefill within property, plant and equipment by approximately $7.0 million. The difference of $4.0 million represents the change in the value of the inventory from the period when it should have been classified as linefill and has been recorded within cost of sales-product in our consolidated statement of operations. We concluded that the misclassification was not material to any of our prior period financial statements, and accordingly the prior periods presented herein have not been adjusted, as the value of inventories was approximately $9.2 million as of March 31, 2025 and the change in the value was approximately $2.2 million.

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements for Interim Reporting, which amends ASC 270 to provide clarity on the current interim reporting requirements. The ASU improves the navigability of the required interim disclosures and clarifying when that guidance is applicable, provides additional guidance on what disclosures should be provided in interim reporting periods and adds to ASC 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for fiscal years beginning after December 15, 2027 (which is the Partnership’s fiscal year beginning April 1, 2028), and for interim periods within those fiscal years, with early adoption permitted. The amendments should be applied either prospectively or retrospectively to all prior periods presented in the financial statements. We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326-20 to provide a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for fiscal years beginning after December 15, 2025 (which is the Partnership’s fiscal year beginning April 1, 2026), and for interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively. We adopted this ASU beginning with the September 30, 2025 Quarterly Report on Form 10-Q. The adoption of this ASU did not impact our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which includes amendments requiring, among other things, disclosure of disaggregated information about specific categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions on the income statement. Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026 (which is the Partnership’s fiscal year beginning April 1, 2027), and for interim periods within fiscal years beginning after December 15, 2027 (which is the Partnership’s fiscal year beginning April 1, 2028), with early adoption permitted. The ASU may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. We adopted this ASU for the fiscal year ended March 31, 2026, and applied the amendments prospectively.

Note 3—Loss Per Common Unit

The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated:

For the years ended March 31, 2026, 2025 and 2024, all potential common units or convertible securities were considered antidilutive.

Our loss per common unit is as follows for the periods indicated:

(1) Includes distributions earned and declared for the year ended March 31, 2026 and the excess of the Class D Preferred Units (as defined herein) repurchase price over the carrying value of the units, as discussed further in Note 9. Includes distributions earned and declared for the year ended March 31, 2025. Also, includes cumulative distributions for the year ended March 31, 2024 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions).

(2) Net loss (income) allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights.

Note 4—Property, Plant and Equipment

Our property, plant and equipment consists of the following at the dates indicated:

(1) Includes finance leases right-of-use assets of $8.6 million at March 31, 2026. Accumulated amortization related to these finance leases is included within accumulated depreciation.

(2) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Linefill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.

(3) Includes finance leases right-of-use assets of $0.2 million and $0.1 million at March 31, 2026 and 2025, respectively. Accumulated amortization related to these finance leases is included within accumulated depreciation.

The following table summarizes depreciation expense and capitalized interest expense for the periods indicated:

Amounts in the table above do not include depreciation expense related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statements of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated:

(1) Amount does not include the net loss recognized on the sale of certain investments in unconsolidated entities and related assets during the year ended March 31, 2026 discussed in Note 17. Amount does not include the gain recognized on the sale of certain freshwater water solutions facilities and certain saltwater disposal assets during the year ended March 31, 2025 discussed in Note 17. Amount does not include the loss recognized on the sale of certain saltwater disposal assets during the year ended March 31, 2024 discussed in Note 17.

(2) Amounts do not include the gains recognized on the sale of certain railcars during the years ended March 31, 2026 and 2025 discussed in Note 17.

(3) Amount does not include the net gains recognized on the Wholesale Propane Disposition and the sale of our refined products business during the year ended March 31, 2026 discussed in Note 17. Amount does not include the gain recognized on the sale of our natural gas liquids terminal in Green Bay, Wisconsin during the year ended March 31, 2025 discussed in Note 17. Amount does not include the gain recognized on the sale ofthree natural gas liquids terminals during the year ended March 31, 2024 discussed in Note 17.

During the year ended March 31, 2026, the following transactions were recorded:

•A net loss of $20.2 million primarily related to writing down the net book value of certain saltwater disposal wells and capital projects due to abandonment and the retirement of certain other assets in our Water Solutions segment.

•A gain of $2.2 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period in our Water Solutions segment.

•A net loss of $0.3 million primarily related to the sale or retirement of certain assets in our Crude Oil Logistics segment.

•A net loss of less than $0.1 million primarily related to the sale of certain assets in our Water Solutions segment.

During the year ended March 31, 2025, the following transactions were recorded:

•A net loss of $15.2 million primarily related to writing down the net book value of certain saltwater disposal wells and capital projects due to abandonment and the retirement of certain other assets in our Water Solutions segment.

•A gain of $6.5 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period in our Water Solutions segment.

•A gain of $0.6 million primarily related to the sale of certain assets in our Liquids Logistics segment.

•A net loss of $0.4 million primarily related to the sale of certain assets in our Water Solutions segment.

•A gain of $0.3 million primarily related to the retirement or sale of certain assets in our Crude Oil Logistics segment.

During the year ended March 31, 2024, the following transactions were recorded:

•A net loss of $35.9 million primarily related to writing down the net book value of certain saltwater disposal wells and capital projects due to abandonment and the retirement of certain other assets in our Water Solutions segment.

•A net loss of $6.9 million primarily related to the sale of certain assets in our Water Solutions segment.

•A gain of $3.9 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period in our Water Solutions segment.

•A loss of $2.9 million related to the retirement or sale of certain assets in our Crude Oil Logistics segment.

•A gain of $0.8 million on the sale of land in our Liquids Logistics segment.

•A gain of $0.7 million on the sale of our airplane in Corporate and Other.

Note 5—Goodwill

The following table summarizes changes in goodwill by segment for the periods indicated:

Fiscal Year 2026 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2026 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2026.

Due to lower than expected operating results in our Crude Oil Logistics reporting unit and the conclusion during the three months ended March 31, 2026 of a competitive bid process that did not result in a divestiture transaction, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of March 31, 2026. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (ii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this testing, we concluded that as of March 31, 2026, the fair value of the Crude Oil Logistics reporting unit was less than its carrying value by approximately 30%.

During the three months ended March 31, 2026, in our Crude Oil Logistics reporting unit, we recorded a goodwill impairment charge of $247.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.

Fiscal Year 2025 Goodwill Impairment Assessment

Due to lower than expected operating results in our Crude Oil Logistics reporting unit, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of December 31, 2024 and March 31, 2025. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this testing, we concluded that as of December 31, 2024, the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 2% and as of March 31, 2025, the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 3%.

Due to the decision to wind-down our biodiesel business, it was decided that the goodwill within the Refined Products and Renewables reporting unit should be tested for impairment as of December 31, 2024. We estimated the fair value of the Refined Products and Renewables reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Refined Products and Renewables reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) volumes based on historical information and future demand and (ii) estimated fixed and variable costs. The discounted cash flows for the Refined Products and Renewables reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Refined Products and Renewables reporting unit exceeded its carrying value by approximately 75%.

We performed a qualitative assessment as of January 1, 2025 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2025, with the exception of our Wholesale/Terminal reporting unit. See below for a further discussion of the testing.

Due to lower than expected operating results and the expected sale of a significant amount of the reporting units’ assets (see Note 1), it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2025. We estimated the fair value of the Wholesale/Terminal reporting unit based on both the market approach, which utilizes quoted prices, and the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The market approach was used for the assets we expected to sell and the fair value was based on the negotiated sales price to be received for the transactions. The income approach was used to determine the fair value of the portion of the reporting units we were retaining. The future cash flows of the portion of the business being retained reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs. The discounted cash flows for the portion of the reporting unit to be retained were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. The fair value calculated by the market approach and by the income approach were added together to calculate the fair value of the entire reporting unit. Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit was less than its carrying value by approximately 27%.

During the three months ended March 31, 2025, in our Wholesale/Terminal reporting unit, we recorded a goodwill impairment charge of $17.9 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.

Fiscal Year 2024 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2024 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2024, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units. See below for a further discussion of the testing.

Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2024. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 4%.

Due to lower than expected operating results, it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2024. We estimated the fair value of the Wholesale/Terminal reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Wholesale/Terminal reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs. The discounted cash flows for the Wholesale/Terminal reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit was less than its carrying value by approximately 23%.

During the three months ended March 31, 2024, in our Wholesale/Terminal reporting unit, we recorded a goodwill impairment charge of $69.2 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.

The fair value estimates used in all fiscal year impairment assessments above were primarily based on Level 3 inputs in the fair value hierarchy.

Note 6—Intangible Assets

Our intangible assets consist of the following at the dates indicated:

(1) Includes debt issuance costs related to the ABL Facility (as defined herein). Debt issuance costs related to the fixed-rate notes, 2026 Term Loan B (as defined herein) and 2024 Term Loan B (as defined herein) are reported as a reduction of the carrying amount of long-term debt.

Write off of Intangible Assets

For intangible assets other than debt issuance costs, we record (gains) losses from the sales of intangible assets and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statements of operations. We record the write-off of debt issuance costs within loss on early extinguishment of liabilities, net in our consolidated statements of operations. Intangible assets sold as part of the dispositions disclosed in Note 17 are not described below.

During the year ended March 31, 2026, as a result of the amendment of the ABL Facility effective March 12, 2026, we wrote off $1.7 million of debt issuance costs related to the ABL Facility due to a lender discontinuation in the lender syndication.

During the year ended March 31, 2024, we recorded an impairment charge of $0.3 million to write down the value of a trade name in conjunction with the sale of certain saltwater disposal assets in the Pinedale Anticline Basin as we are no longer using the trade name (see Note 17).

Amortization expense is as follows for the periods indicated:

Amounts in the table above do not include amortization expense related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

The following table summarizes expected amortization of our intangible assets at March 31, 2026 (in thousands):

Note 7—Long-Term Debt

Our long-term debt consists of the following at the dates indicated:

(1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. The unamortized debt issuance costs for the 2026 Term Loan B include a $4.7 million discount.

Recent Developments

On March 12, 2026, we closed a debt refinancing transaction of $950.0 million consisting of a new seven-year Term Loan B (“2026 Term Loan B”). The net proceeds from this transaction were used (i) to repay all borrowings under the existing 2024 Term Loan B, including any accrued and unpaid interest, (ii) to repay borrowings under the ABL Facility, (iii) to redeem, repurchase or otherwise retire a portion of the Class D Preferred Units, including any accrued and unpaid dividends, and (iv) to the extent of any remaining net proceeds, for general corporate purposes.

In addition, in connection with the closing of the refinancing, the ABL Facility was amended.

ABL Facility

Effective March 12, 2026, total commitments under the ABL Facility are $425.0 million, which was reduced from $475.0 million. The ABL Facility includes a $100.0 million sub-limit for letters of credit, which was reduced from $200.0 million. Also, on March 12, 2026, the rates were reduced as described in the paragraph below. Availability under the ABL Facility is subject to a borrowing base that is determined by calculating the amount equal to the sum of our eligible cash, outstanding accounts receivable balances with investment and non-investment grade counterparties, certain inventory, including inventory on railcars and unsettled derivative contracts. These amounts are subject to certain percentage and dollar amount caps, as described within the ABL Facility. The borrowing base is calculated monthly pursuant to a borrowing base certificate we deliver to the administrative agent. Availability under the ABL Facility is based on the lower of the current borrowing base and the total commitments, less borrowings and outstanding letters of credit. At March 31, 2026, $135.0 million was outstanding under the ABL Facility, letters of credit outstanding were $60.6 million, and we had a borrowing base of $388.7 million. The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029, or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions.

The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and a second priority lien on all of our other assets.

All borrowings under the ABL Facility bear interest at a secured overnight financing rate (“SOFR”) or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio. The amendments to ABL Facility reduced the applicable margin for alternate base rate loans from a range of 1.50% to 2.00% to a range of 1.00% to 1.50% and the applicable margin for SOFR from a range of 2.50% to 3.00% to a range of 2.00% to 2.50%. In addition, the ABL Facility includes a commitment fee that is charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility. The amendments to the ABL Facility also reduced the commitment fee from 0.50% per year to 0.25% per year. In the event our fixed charge coverage ratio is less than the 1.75 to 1.00, our commitment fee will be increased to 0.375%.

At March 31, 2026, the borrowings under the ABL Facility had a weighted average interest rate of 7.52% calculated as a SOFR rate of 3.68% plus a margin of 2.60% for SOFR borrowings and the prime rate of 6.75% plus a margin of 1.50% on the alternate base rate borrowings. On March 31, 2026, the interest rate in effect on letters of credit was 2.00%.

The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility). At March 31, 2026, no Cash Dominion Event had occurred.

At March 31, 2026, we were in compliance with the covenants under the ABL Facility.

2026 Term Loan B

The 2026 Term Loan B was issued at 99.50% of par for gross proceeds of $945.3 million. The 2026 Term Loan B was issued pursuant to a credit agreement dated March 12, 2026 (“2026 Term Loan Credit Agreement”).

The 2026 Term Loan B bears interest at a SOFR-based rate or an alternate base rate, in each case plus an applicable margin. The applicable margin for alternate base rate loans varies from 2.25% to 2.50% and the applicable margin for SOFR-based loans varies from 3.25% to 3.50%, in each case, depending on our consolidated first lien net leverage ratio (as defined in the 2026 Term Loan Credit Agreement).

The 2026 Term Loan B matures on March 11, 2033 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ended June 30, 2026, with the balance payable on maturity. We have the ability to prepay the 2026 Term Loan B at any time without premium or penalty, other than customary breakage costs and a premium of 1% of the principal amount prepaid, if the prepayment occurs prior to the six-month anniversary of the closing date. The 2026 Term Loan Credit Agreement contains customary mandatory prepayment requirements, including mandatory prepayments as a result of (a) excess cash flow (subject to certain customary exceptions and thresholds), (b) asset sales (subject to reinvestment rights and certain customary exceptions and thresholds) and (c) the incurrence of non-permitted indebtedness.

Under the 2026 Term Loan Credit Agreement, we are permitted to request, from time to time, (i) increases in the 2026 Term Loan B, and/or (ii) the establishment of new tranches of incremental term loans, in an aggregate principal amount of up to the greater of $350 million and 50% of consolidated EBITDA plus such additional amounts depending upon satisfaction of certain ratio tests and other conditions, in each case subject to commitments from lenders and customary conditions.

At March 31, 2026, the borrowings under the 2026 Term Loan B had an interest rate of SOFR of 3.68% plus a margin of 3.50%.

The 2026 Term Loan B is secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.

The 2026 Term Loan Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The 2026 Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ended June 30, 2026, a debt service coverage rate (as defined in the 2026 Term Loan Credit Agreement) of no less than 1.1 to 1.0. At March 31, 2026, our debt service coverage rate was approximately 2.62 to 1.0.

The 2026 Term Loan Credit Agreement contains other customary terms, events of default and covenants.

At March 31, 2026, we were in compliance with the covenants under 2026 Term Loan B.

2024 Term Loan B

On February 2, 2024, we issued a new 2024 Term Loan B at 99.25% of par for gross proceeds of $694.8 million. The 2024 Term Loan B was issued pursuant to a credit agreement dated February 2, 2024 (“2024 Term Loan Credit Agreement”). The 2024 Term Loan B was set to mature on February 2, 2031.

The 2024 Term Loan B was secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.

Repayments

The following table summarizes the repayment of the existing 2024 Term Loan B for the year ended March 31, 2026 (in thousands):

(1) On March 12, 2026, as part of our debt refinancing transaction, we repaid our 2024 Term Loan B. Loss on the early extinguishment of debt for the 2024 Term Loan B during the year ended March 31, 2026, includes the write off of debt issuance costs and other expenses of $15.5 million. The loss is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.

Senior Secured Notes

Senior Secured Notes Issuances

On February 2, 2024, we closed on our private offering of $900.0 million of 2029 Senior Secured Notes. Interest is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024. The 2029 Senior Secured Notes mature on February 15, 2029.

On February 2, 2024, we closed on our private offering of $1.3 billion of 2032 Senior Secured Notes. Interest is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024. The 2032 Senior Secured Notes mature on February 15, 2032.

2029 Senior Secured Notes and 2032 Senior Secured Notes

The 2029 Senior Secured Notes and 2032 Senior Secured Notes were issued pursuant to an indenture dated February 2, 2024 (“Indenture”). The 2029 Senior Secured Notes and 2032 Senior Secured Notes are secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.

The Indenture contains covenants that, among other things, limit our ability to: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.

We have the option to redeem all or part of the 2029 Senior Secured Notes, at any time on or after February 15, 2026 at the redemption prices specified in the Indenture.

We have the option to redeem all or part of the 2032 Senior Secured Notes, at any time on or after February 15, 2027 at the redemption prices specified in the Indenture. Prior to such time, we have the option to redeem up to 40% of the principal amount of the 2032 Senior Secured Notes with an amount of cash not greater than the amount equal to the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture. In addition, before February 15, 2027, we have the option to redeem all or part of the 2032 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2032 Senior Secured Notes redeemed, plus an applicable “make-whole” premium as specified in the Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date.

If we sell certain of our assets, or experience specific kinds of changes of control followed by a rating decline, each holder of the 2029 Senior Secured Notes and 2032 Senior Secured Notes will have the right to require us to offer to repurchase all or any part of that holder’s 2029 Senior Secured Notes and 2032 Senior Secured Notes at 101% of the aggregate principal amount of the 2029 Senior Secured Notes and 2032 Senior Secured Notes to be repurchased plus accrued and unpaid interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes repurchased to, but excluding, the date of purchase.

The Indenture contains other customary terms, events of default and covenants.

Senior Secured Notes Repurchases

The following table summarizes repurchases of Senior Secured Notes for the year ended March 31, 2026 (in thousands):

(1) Gain on early extinguishment of debt for the 2032 Senior Secured Notes during the year ended March 31, 2026 is inclusive of the write off of debt issuance costs of $0.2 million. The gain is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.

Senior Secured Notes Redemptions

The following table summarizes redemptions of Senior Secured Notes for the year ended March 31, 2024 (in thousands):

(1) On February 4, 2021, we closed on our private offering of $2.05 billion of 7.500% senior secured notes due 2026 (“2026 Senior Secured Notes”). On February 6, 2024, we redeemed all of the outstanding 2026 Senior Secured Notes. Loss on the early extinguishment of debt for the 2026 Senior Secured Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $20.6 million and a call premium of $38.4 million. The loss is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.

At March 31, 2026, we were in compliance with the covenants under the Indenture.

Senior Unsecured Notes

Senior Unsecured Notes Issuances

On February 22, 2017, we issued $500.0 million of our 6.125% senior unsecured notes due 2025 (“2025 Notes”). The 2025 Notes were set to mature on March 1, 2025. On January 19, 2024, we delivered notice to the holders of the 2025 Notes that we intend to redeem the 2025 Notes on February 20, 2024. We redeemed all of the remaining outstanding 2025 Notes on February 20, 2024 (see “Redemptions” below).

On April 9, 2019, we issued $450.0 million of our 7.5% senior unsecured notes due 2026 (“2026 Notes”) in a private placement. The 2026 Notes were set to mature on April 15, 2026. On February 2, 2024, we deposited $331.9 million with the trustee for the redemption of the 2026 Notes, which included the payment of accrued and unpaid interest of $12.0 million. As we met the requirements of discharge under the 2026 indenture dated February 4, 2021, we no longer had this liability as of March 31, 2024 (see “Redemptions” below).

Senior Unsecured Notes Repurchases

The following table summarizes repurchases of Senior Unsecured Notes for the year ended March 31, 2024 (in thousands):

(1) Gain on early extinguishment of debt for the 2025 Notes during the year ended March 31, 2024 is inclusive of the write off of debt issuance costs of $0.4 million. The gain is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.

Senior Unsecured Notes Redemptions

The following table summarizes redemptions of Senior Unsecured Notes for the year ended March 31, 2024 (in thousands):

(1) On February 20, 2024, we redeemed all of the remaining outstanding 2025 Notes. Loss on the early extinguishment of debt for the 2025 Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $1.0 million. The loss is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.

(2) On February 2, 2024, we deposited $331.9 million with the trustee for the redemption of the 2026 Notes, which included the repayment of accrued and unpaid interest of $12.0 million. As we met the requirements of discharge under the 2026 indenture dated February 4, 2021, we no longer had this liability as of March 31, 2024. Loss on the early extinguishment of debt for the 2026 Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $2.2 million. The loss is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.

Other Long-Term Debt

On June 24, 2024, we entered into an equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.50% and is secured by an airplane (see Note 17). On September 24, 2024, we refinanced the loan and lowered the interest rate to 8.00%. We have an aggregate principal balance of $4.8 million at March 31, 2026. This loan matures on June 24, 2030.

On October 1, 2024, we entered into a second equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.00% and is secured by an airplane (see Note 17). We have an aggregate principal balance of $5.0 million at March 31, 2026. This loan matures on September 24, 2030.

Debt Maturity Schedule

The scheduled maturities of our long-term debt are as follows at March 31, 2026:

Amortization of Debt Issuance Costs

Amortization expense for debt issuance costs related to long-term debt was $8.0 million, $7.9 million and $10.2 million during the years ended March 31, 2026, 2025 and 2024, respectively.

The following table summarizes expected amortization of debt issuance costs at March 31, 2026 (in thousands):

Note 8—Commitments and Contingencies

Legal Contingencies

In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against the GP and the Partnership seeking payment for investment banking services related to the July 2014 acquisition of TransMontaigne Inc. Following a 2018 jury trial in Delaware state court, the jury awarded $4.0 million for quantum meruit and $29.0 million for fraudulent misrepresentation. After post-trial motions and appellate proceedings, the Supreme Court of Delaware ultimately limited LCT’s recovery to quantum meruit damages only and ordered a new trial on that claim. The re-trial conducted in February 2023, resulted in a jury award of $36.0 million, subject to statutory interest and costs. The GP and the Partnership appealed, but on May 28, 2024, the Supreme Court of Delaware affirmed the verdict and remanded the case for recalculation of interest. On June 13, 2024 the Partnership paid LCT $63.3 million to satisfy the judgment, of which $27.2 million represented interest and $0.1 million represented costs.

The Partnership was named as a defendant in a class action lawsuit filed in the Northern District of Oklahoma (Underwood v. NGL Energy Partners LP, Case No. 4:21-cv-00135-CVE-SH), alleging that its Crude Oil Logistics segment violated Oklahoma’s Production Revenue Standards Act by failing to include statutory interest on proceeds payments to certain mineral owners and state unclaimed property divisions. A significant portion of the claimed interest related to suspended proceeds inherited from predecessors and remitted to state unclaimed property divisions in 2016. Without admitting liability or wrongdoing, the Partnership settled all claims for approximately $8.4 million, which received final court approval on June 15, 2023.

We are party to various other claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop.

Environmental Matters

At March 31, 2026, we have an environmental liability, measured on an undiscounted basis, of $1.3 million, which is recorded within accrued expenses and other payables in our consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business.

We have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events.

The following table summarizes changes in our asset retirement obligations, which is reported within other noncurrent liabilities in our consolidated balance sheets (in thousands):

(1) Relates to the sale of certain saltwater disposal wells within our Water Solutions segment (see Note 17).

(2) Relates to asset retirement obligations classified as held for sale for the sale of a portion of our Liquids Logistics segment and certain assets within our Water Solutions segment (see Note 18).

(3) Relates to the sale of a certain saltwater disposal well within our Water Solutions segment.

In addition to the obligations described above, we may be obligated to remove facilities or perform other remediation upon retirement of certain other assets. However, the fair value of the asset retirement obligation cannot currently be reasonably estimated because the settlement dates are indeterminable. We will record an asset retirement obligation for these assets in the periods in which settlement dates are reasonably determinable.

Sales and Purchase Contracts

We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods.

At March 31, 2026, we had the following commodity purchase commitments:

(1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline.

At March 31, 2026, we had the following commodity sale commitments:

We account for the contracts shown in the tables above using the normal purchase and normal sale election. Under this accounting policy election, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. Contracts in the tables above may have offsetting derivative contracts (described in Note 10) or inventory positions (described in Note 2).

Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our consolidated balance sheet and are not included in the tables above. These contracts are classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 18). There were no such forward purchase and sale contracts that do not qualify for the normal purchase normal sale election as of March 31, 2026.

Other Commitments

We have noncancelable agreements for product storage, railcar spurs, capital projects and real estate. The following table summarizes future minimum payments under these agreements at March 31, 2026 (in thousands):

Note 9—Equity

Partnership Equity

The Partnership’s equity consists of a 0.1% GP interest and a 99.9% limited partner interest, which consists of common units. Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 0.1% GP interest. Our GP is not required to guarantee or pay any of our debts or obligations. At March 31, 2026, we own 8.69% of our GP.

General Partner Equity

In connection with the issuance of common units for the vesting of restricted units during the year ended March 31, 2024, we issued 586 notional units to our GP for less than $0.1 million in order to maintain its 0.1% interest in the Partnership.

In connection with the repurchase of common units (see below for further discussion), we repurchased notional units from our GP.

The following table summarizes the notional unit repurchases during the last two fiscal years:

Common Unit Repurchase Program

On June 5, 2024, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $50.0 million of our outstanding common units from time to time in the open market, including pursuant to a repurchase plan administrated in accordance with Rule 10b5-1 under the Exchange Act, or in other privately negotiated transactions. This program does not have a fixed expiration date. The common unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of common units. As of March 31, 2026, $0.3 million remains unspent under this program.

On April 8, 2026, the board of directors of our GP authorized another common unit repurchase program, under which we may repurchase up to $100.0 million of our outstanding common units from time to time in the open market, including pursuant to a repurchase plan administrated in accordance with Rule 10b5-1 under the Exchange Act, or in other privately negotiated transactions. This program does not have a fixed expiration date. The common unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of common units.

The following table summarizes our common unit repurchases during the last two fiscal years:

(1) Included within the common units repurchases during the three months ended December 31, 2025, were 450,000 common units repurchased, from a member of management, in a privately negotiated transaction on November 22, 2025, for a per unit price of $9.86 and an aggregate purchase price of approximately $4.4 million. The price per unit was based on the closing price the day prior to the transaction date.

Since the inception of the program, we have repurchased 8,698,477 units for an aggregate price of $49.7 million, including commissions.

Common Unit and Preferred Unit Distributions

The board of directors of our GP temporarily suspended all distributions (common unit distributions which began with the quarter ended December 31, 2020 and preferred unit distributions which began with the quarter ended March 31, 2021) in order to deleverage our balance sheet and meet certain financial performance ratios.

On February 6, 2024, the board of directors of our GP declared a cash distribution of 50% of the outstanding distribution arrearages through December 31, 2023 to the preferred unitholders. The distributions were paid on February 27, 2024. See below for a further discussion.

On April 4, 2024 and April 9, 2024, the board of directors of our GP declared cash distributions of the remaining outstanding distributions through March 31, 2024 to the preferred unitholders. The distributions were paid on April 18, 2024 and April 25, 2024, respectively. See below for further discussion.

As of April 25, 2024, all preferred unit distributions in arrears had been paid.

Class B Preferred Units

As of March 31, 2026, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding.

On February 6, 2024, the board of directors of our GP declared a cash distribution of 50% of the outstanding distribution arrearages through December 31, 2023 to the holders of the Class B Preferred Units. The distribution amount of $55.9 million was paid on February 27, 2024.

On April 4, 2024, the board of directors of our GP declared a cash distribution of $3.0224 which was 55.4% of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class B Preferred Units. The distribution amount of $38.0 million was paid on April 18, 2024.

On April 9, 2024, the board of directors of our GP declared a cash distributions of $2.4750 which fully paid the remaining distribution arrearages and interest through the quarter ended March 31, 2024 to the holders of the Class B Preferred Units. The distribution amount of $31.1 million, which included a distribution of $9.9 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024.

The current distribution rate for the Class B Preferred Units is the three-month CME Term SOFR interest rate, which is calculated and published by CME Group Benchmark Administration, Ltd., plus a spread of 7.213%. The Class B Preferred Units also have an additional tenor spread adjustment of 0.26161%, in accordance with the Adjustable Interest Rate (LIBOR) Act.

The following table summarizes the distributions declared for our Class B Preferred Units during the last two fiscal years:

Class C Preferred Units

As of March 31, 2026, there were 1,800,000 of our Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding.

On February 6, 2024, the board of directors of our GP declared a cash distribution of 50% of the outstanding distribution arrearages through December 31, 2023 to the holders of the Class C Preferred Units. The distribution amount of $7.3 million was paid on February 27, 2024.

On April 4, 2024, the board of directors of our GP declared a cash distribution of $2.6790 which was 55.4% of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of Class C Preferred Units. The distribution amount of $4.8 million was paid on April 18, 2024.

On April 9, 2024, the board of directors of our GP declared a cash distribution of $2.1860 which fully paid the remaining distribution arrearages and interest through the quarter ended March 31, 2024 to the holders of the Class C Preferred Units. The distribution amount of $3.9 million, which included a distribution of $1.1 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024.

The current distribution rate for the Class C Preferred Units is the three-month CME Term SOFR interest rate plus a spread of 7.384%.

The following table summarizes the distributions declared for our Class C Preferred Units during the last two fiscal years:

Class D Preferred Units

On November 22, 2024, we purchased 23,375,000 of our outstanding warrants for $6.9 million.

As of March 31, 2026, there were 315,489 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 2,125,000 common units outstanding.

The following table summarizes the Class D Preferred Units repurchases during the current fiscal year:

(1) The redemption price was $1,394.04, calculated at 134.30% of $1,037.98 (the Class D Preferred Unit Price), plus distributions of $15.96.

(2) The redemption price was $1,442.57, calculated at 138.98% of $1,037.98 (the Class D Preferred Unit Price), plus distributions of $27.43.

(3) The redemption price was $1,469.08, calculated at 141.53% of $1,037.98 (the Class D Preferred Unit Price), plus distributions of $5.40.

(4) The redemption price was $1,506.86, calculated at 145.17% of $1,037.98 (the Class D Preferred Unit Price), plus distributions of $23.72.

The following table summarizes the outstanding warrants at March 31, 2026:

All outstanding warrants are currently exercisable and any unexercised warrants will expire on the tenth anniversary of the date of issuance. The warrants will not participate in cash distributions.

On February 6, 2024, the board of directors of our GP declared a cash distribution of 50% of the outstanding distribution arrears through December 31, 2023 to the holders of the Class D Preferred Units. The distribution amount of $115.0 million was paid on February 27, 2024.

On April 4, 2024, the board of directors of our GP declared a cash distribution of 55.4% of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class D Preferred Units. The distribution amount of $77.1 million was paid on April 18, 2024.

On April 9, 2024, the board of directors of our GP declared a cash distribution which fully paid the remaining distribution arrearages and interest through the quarter ended March 31, 2024 to the holders of the Class D Preferred Units. The quarterly distribution of $63.0 million, which included a distribution of $16.4 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024.

The holders of our Class D Preferred Units have elected, which they are allowed to do so from time to time, for the distributions to be calculated based on the three-month CME Term SOFR interest rate in accordance with our amended and restated limited partnership agreement (“Partnership Agreement”) plus a spread of 7.00%. The distribution rate for the Class D Preferred Units is 10.661% for the quarter ended March 31, 2026.

The following table summarizes the distributions declared on our Class D Preferred Units during the last two fiscal years:

(1)The distribution rate was 10.00% (equal to $100.00 per every 1,000 in unit value per year).

At any time after July 2, 2019 (“Closing Date”), the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable redemption price based on an applicable internal rate of return, as more fully described in our Partnership Agreement. At any time on or after the eighth anniversary of the Closing Date, each Class D Preferred Unitholder will have the right to require the Partnership to redeem on a date not prior to the 180th day after such anniversary all or a portion of the Class D Preferred Units then held by such preferred unitholder for the then-applicable redemption price, which may be paid in cash or, at the Partnership’s election, a combination of cash and a number of common units not to exceed one-half of the aggregate then- applicable redemption price, as more fully described in our Partnership Agreement. Upon a Class D Change of Control (as defined in our Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to the applicable redemption price. The Class D Preferred Units generally will not have any voting rights, except with respect to certain matters which require the vote of the Class D Preferred Units. The Class D Preferred Units generally do not have any voting rights, except that the Class D Preferred Units shall be entitled to vote as a separate class on any matter on which unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the Class D Preferred Units in relation to other classes of Partnership Interests (as defined in our Partnership Agreement) or as required by law. The consent of a majority of the then-outstanding

Class D Preferred Units, with one vote per Class D Preferred Unit, shall be required to approve any matter for which the preferred unitholders are entitled to vote as a separate class or the consent of the representative of the Class D Preferred Unitholders, as applicable.

Equity-Based Incentive Compensation

On December 9, 2025, the board of directors of our GP approved the 2025 Long-Term Incentive Plan (“2025 Plan”), and unitholder approval was received on February 9, 2026. The Partnership may grant options, unit appreciation rights, restricted units, phantom units (including any tandem distribution equivalent rights granted with respect to a phantom unit), other unit-based awards, and unit awards to employees, directors of our GP, consultants or subsidiaries. The 2025 Plan shall continue until the earliest of (i) the date the 2025 Plan is terminated by the board of directors of our GP; (ii) all units available under the 2025 Plan have been paid to participants; or (iii) the tenth anniversary of the effective date. The maximum number of units that may be issued pursuant to the 2025 Plan is 10,000,000. Under the 2025 Plan, awards that are forfeited, cancelled, or otherwise expire without the actual delivery of the units, shall be available for future issuance, but units surrendered or withheld to pay either the exercise price of an award or to withhold taxes with respect to an award shall not become available for issuance in the future.

During the year ended March 31, 2026, certain employees were awarded 2,080,000 restricted units, which vest in tranches, subject to the continued service of the recipients (“Service Awards”). The weighted average grant price for these awards was $11.71, andnone of these awards vested or were forfeited during the year ended March 31, 2026.

The following table summarizes the scheduled vesting of our unvested Service Awards at March 31, 2026:

Service Awards are valued at the average of the high/low sales prices as of the grant date. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date value of the award that is vested at that date. Forfeitures of Service Awards are accounted for when they occur.

During the year ended March 31, 2026, we recorded compensation expense related to Service Awards of $11.2 million.

The following table summarizes the estimated future expense we expect to record on the unvested Service Awards at March 31, 2026 (in thousands):

As of March 31, 2026, there are approximately 7.9 million units remaining available for issuance under the 2025 Plan.

Our GP adopted a long-term incentive plan (“LTIP”) with the completion of our initial public offering, which allowed for the issuance of equity-based compensation. The LTIP expired on May 10, 2021. During the year ended March 31, 2024, we recorded compensation expense of $1.1 million related to awards granted under this our expired LTIP.

Note 10—Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.

Derivatives

The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our derivative assets and liabilities reported in our consolidated balance sheets at the dates indicated:

(1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master netting arrangements.

The following table summarizes the accounts that include our derivative assets and liabilities in our consolidated balance sheets at the dates indicated:

The following table summarizes our open derivative contract positions at the dates indicated. We do not account for these derivatives as hedges.

(1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.

(2) See further discussion of these instruments in “Interest Rate Risk” below.

Amounts in the tables above do not include assets and liabilities classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 18).

The following table summarizes the net losses recorded from our commodity derivatives to cost of sales-product in our consolidated statements of operations for the periods indicated (in thousands):

Amounts in the table above do not include net gains and losses from our commodity derivatives related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

The following table summarizes the net gains (losses) recorded from our interest rate swaps to interest expense in our consolidated statements of operations for the periods indicated (in thousands):

Credit Risk

We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At March 31, 2026, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our consolidated balance sheets and recognized in our net income.

Interest Rate Risk

Long-Term Debt

The ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or SOFR plus an applicable margin (see Note 7 for the current rates on the ABL Facility).

The 2026 Term Loan B is variable-rate debt with interest rates that are generally indexed to SOFR plus an applicable margin (see Note 7 for the current rates on the 2026 Term Loan B).

Interest Rate Swaps

In March and April 2024, we entered intotwo $200.0 million interest rate swaps to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the 2024 Term Loan B and, effective March 12, 2026, the 2026 Term Loan B. Under these arrangements, we pay fixed interest rates of 4.32% and 3.842%, respectively, in exchange for SOFR-based variable interest through April 2026 and April 2028, respectively.

Preferred Unit Distributions

The current distribution rate for the Class B, Class C and Class D Preferred Units is the three-month CME Term SOFR plus a fixed spread (see Note 9 for the current distribution rates).

Fair Value of Fixed-Rate Notes

The following table provides fair values estimates of our fixed-rate notes at March 31, 2026 (in thousands):

For the 2029 Senior Secured Notes and 2032 Senior Secured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy.

Note 11—Segments

Our operations are organized into three reportable segments: (i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Our Liquids Logistics reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided. Our chief operating decision maker (“CODM”) is our chief executive officer. Adjusted EBITDA is reviewed by the CODM to evaluate performance and make business decisions. We define Adjusted EBITDA for Water Solutions as revenue minus operating and general and administrative expense, which excludes, accretion expense for asset retirement obligations (“Accretion Expense”) and legal and advisory costs associated with acquisitions and dispositions (“Acquisition Expense”), and plus or minus other reconciling items. We define Adjusted EBITDA for Crude Oil Logistics and Liquid Logistics as revenue minus cost of sales, which excludes unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments and amortization expense for certain intangible assets, and plus or minus other reconciling segment items. The calculation of Adjusted EBITDA for ourthree reportable segments is presented in the Reportable Segment Information tables below.

See Note 1 for a discussion of the products and services of our reportable segments. The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments and the amounts to eliminate intercompany or intersegment transactions. Intercompany or intersegment transactions are recorded based on prices negotiated between the segments. Intrasegment transactions eliminations are recorded within each reportable segment. All of the tables below do not include amounts related to our refined products and biodiesel businesses, as those amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 1).

Disaggregation of Revenue

The following table summarizes revenues related to our segments for the periods indicated:

(1) During the years ended March 31, 2026, 2025 and 2024, our Liquids Logistics revenues included $138.6 million, $128.2 million and $132.1 million of non-US revenues, respectively.

Reportable Segment Information

The following tables set forth certain selected financial information for our segments for the periods indicated:

(1) Amount excludes net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments and amortization expense for certain intangible assets. Amount also excludes the difference in value recorded to cost of sales-product related to the misclassification of line fill within inventories (see Note 2).

(2) Amount excludes Accretion Expense and Acquisition Expense.

(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.

(4) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense and gains and losses on the disposal or impairment of assets.

(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities, certain other non-operating income and expense items and the difference in value recorded to cost of sales-product related to the misclassification of line fill within inventories (see Note 2.

(6) Total domestic loss from continuing operations before income taxes for the year ended March 31, 2026 was $180.9 million and total non-US income from continuing operations before income taxes for the year ended March 31, 2026 was $2.1 million.

(7) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(8) Information is presented as of March 31, 2026.

(9) Total assets includes $12.6 million of non-US total assets.

(1) Amount excludes net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments and amortization expense for certain intangible assets.

(2) Amount excludes Accretion Expense and Acquisition Expense.

(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.

(4) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense and gains and losses on the disposal or impairment of assets.

(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.

(6) Total domestic income from continuing operations before income taxes for the year ended March 31, 2025 was $57.4 million and total non-US income from continuing operations before income taxes for the year ended March 31, 2025 was $2.7 million.

(7) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(8) Information is presented as of March 31, 2025.

(9) Total assets includes $13.7 million of non-US total assets.

(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.

(2) Amount excludes Accretion Expense.

(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.

(4) In our Crude Oil Logistics segment, we purchase certain crude oil barrels using the West Texas Intermediate (“WTI”) calendar month average (“CMA”) price and sell the crude oil barrels using the WTI CMA price plus the Argus CMA Differential Roll Component (“CMA Differential Roll”) per our contracts. To eliminate the volatility of the CMA Differential Roll, we entered into derivative instrument positions in January 2021 to secure a margin per month from May 2021 through December 2023. Due to the nature of these positions, the cash flow and earnings recognized on a GAAP basis differed from period to period depending on the current crude oil price and future estimated crude oil price which were valued utilizing third-party market quoted prices. We recognized in Adjusted EBITDA the gains and losses from the derivative instrument positions entered into in January 2021 to properly align with the physical margin we hedged each month through the term of this transaction.

(5) Amount includes the accrued judgment related to the LCT legal matter, excluding interest (see Note 8) and the write-off of the legal costs related to the LCT legal matter that were originally allocated to the GP.

(6) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense and gains and losses on the disposal or impairment of assets.

(7) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.

(8) Total domestic loss from continuing operations before income taxes for the year ended March 31, 2024 was $159.1 million and total non-US income from continuing operations before income taxes for the year ended March 31, 2024 was $2.8 million.

(9) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(10) Information is presented as of March 31, 2024.

(11) Total assets includes $22.1 million of non-US total assets.

Note 12—Transactions with Affiliates

The following table summarizes our related party transactions for the periods indicated:

Affiliate balances consist of the following at the dates indicated:

Other Related Party Transactions

During the year ended March 31, 2025, we created two new aviation entities whereby we own a 90% interest and members of management own a 10% interest (see Note 17 for a further discussion of these transactions).

On November 22, 2024, we purchased 16,734,375 of our outstanding warrants for $5.0 million from a greater than 10% beneficial owner of our common units (see Note 9 for a further discussion).

Note 13—Employee Benefit Plan

We have established a defined contribution 401(k) plan to assist our eligible employees in saving for retirement. The 401(k) plan permits all eligible employees to make voluntary pre-tax or after-tax contributions to the plan, subject to applicable tax limitations. For every dollar that employees contribute up to 4% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 4% and 6% of their eligible compensation (as defined in the plan). Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service. Expenses under the plan for the years ended March 31, 2026, 2025 and 2024 were $2.3 million, $2.7 million and $2.7 million, respectively. Expenses for matching contributions related to our refined products and biodiesel businesses have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

Note 14—Revenue from Contracts with Customers

We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and is recognized as revenue when, or as, the performance obligation is satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation. The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative stand-alone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration.

The majority of our revenue agreements are in scope under ASC 606 and the remainder of our revenue comes from contracts that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively. See Note 11 for a detail of disaggregated revenue.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 10 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to allow customers to secure the right to reserve the product or storage capacity to be received or used at a later date, not to receive financing from our customers or to provide customers with financing.

We report taxes collected from customers and remitted to taxing authorities, such as sales and use taxes, on a net basis. We include amounts billed to customers for shipping and handling costs in revenues in our consolidated statements of operations.

Water Solutions Performance Obligations

Within the Water Solutions segment, revenue is disaggregated into two primary revenue streams that include service revenue and commodity sales revenue. For contracts involving disposal services, we accept produced water and solids for disposal at our facilities. The determination of transaction price, which is generally considered to be variable, under these contracts involves significant judgment as it is dependent upon the amount of volume of produced water or solids that are delivered to us by the customer over the term of the contract and the fees charged per barrel, which can either be a fixed amount per barrel or variable due to changes in inflation or other factors. Under certain contracts, the customer has committed to delivering to us a minimum volume of produced water over a specified time period. If the customer does not deliver the committed volumes, we receive a shortfall fee. At each reporting period, we make a determination as to the likelihood of earning this fee. We recognize revenue from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model).

For all of our disposal contracts within the Water Solutions segment, revenue will be recognized over time utilizing the output method based on the volume of produced water or solids we accept from the customer. For contracts that involve the sale of recovered crude oil and reuse, recycled and brackish non-potable water, we will recognize revenue at a point in time, based on when control of the product is transferred to the customer.

Crude Oil Logistics Performance Obligations

Within the Crude Oil Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue. For sales of commodities, we are obligated to deliver a predetermined amount of crude oil, primarily on a month-to-month basis, to our customers. For these types of agreements, revenue is recognized at a point in time based on when the crude oil is delivered and control is transferred to the customer.

For revenue received from services rendered, we are obligated to provide throughput services to move crude oil via pipeline or railcar or to provide terminal maintenance services. In either case, the obligation is satisfied over time utilizing the output method based on each volume of crude oil that is moved from the origination point to the final destination or based on the passage of time.

Liquids Logistics Performance Obligations

Within the Liquids Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue. For sales of commodities, we are obligated to deliver a specified amount of product over a specified period of time. For these types of agreements, revenue is recognized at a point in time based on when the product is delivered and control is transferred to the customer.

For revenue received from services rendered, we offer a variety of services which include: (i) railcar transportation services; (ii) transloading services; and (iii) logistics services. We are obligated to provide these services over a predetermined period of time. All revenue from services is recognized over time utilizing the output method based on volumes stored or moved.

Remaining Performance Obligations

Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we utilized the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these contracts. The following table summarizes the amount and timing of revenue recognition for such contracts at March 31, 2026 (in thousands):

Many agreements are short-term in nature with a contract term of one year or less. For those contracts, we utilized the practical expedient in ASC 606-10-50 that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, for our product sales contracts, we have elected the practical expedient set out in ASC 606-10-50-14A, which states that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these agreements, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and disclosure of transaction price allocated to remaining performance obligations is not required. Under product sales contracts, the variability arises as both volume and pricing (typically index-based) are not known until the product is delivered.

Contract Assets and Liabilities

Amounts owed from our customers under our revenue contracts are typically billed as the service is being provided on a monthly basis and are due within 1-30 days of billing, and are classified as accounts receivable on our consolidated balance sheets. Under certain of our contracts, we recognize revenues in excess of billings, referred to as contract assets, within prepaid expenses and other current assets in our consolidated balance sheets. Accounts receivable from contracts with customers are presented within accounts receivable and accounts receivable-affiliates in our consolidated balance sheets.

Under certain of our contracts, we may be entitled to receive payments in advance of satisfying our performance obligations under the contract. We recognize a liability for these payments in excess of revenue recognized, referred to as deferred revenue or contract liabilities, within advance payments received from customers in our consolidated balance sheets. Our deferred revenue primarily relates to:

•Prepayments. Some revenue contracts contain prepayment provisions within our Liquids Logistics segment. In some cases, we also receive prepayments from customers purchasing commodities, which allows the customer to secure the right to receive their requested volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability.

•Contracts with variable volumes and pricing. As described above in our Water Solutions segment, we revise the estimate of variable consideration at each reporting period. As the actual amount billed and received from the customer may differ from the amount of revenue recognized, a contract asset or liability is recorded.

•Capital reimbursements. Certain contracts in our Water Solutions segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets, such as water gathering pipelines, booster stations and custody transfer points, utilized to provide services to them under the revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract.

The following tables summarize the balances of our contract assets and liabilities at the dates indicated:

(1) Amounts do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet(see Note 18).

(2) Relates to contract liabilities classified as held for sale for the sale of a portion of our Liquids Logistics segment (see Note 18).

Costs to Obtain a Contract with a Customer

Recoverable incremental costs incurred to obtain long-term contracts are capitalized. Incremental costs are costs that would not have been incurred if the contract was not obtained and consist primarily of sales commissions. Costs that are not incremental are expensed as incurred. These capitalized costs are amortized on a systematic basis that is consistent with the pattern of transfer of products or services over the life of the contract. For contracts in which the amortization period is one year or less, the incremental cost is not capitalized and the amount is expensed as incurred.

As of March 31, 2026, $27.2 million of capitalized costs to obtain contracts with customers is included within other noncurrent assets in the consolidated balance sheet. During the year ended March 31, 2026, $0.7 million of amortization expense related to the costs was recorded within operating expense in the consolidated statement of operations.

Note 15—Leases

Lessee Accounting

Our leasing activity primarily includes product storage, buildings, real estate, railcars, vehicles and equipment. At the inception of each arrangement, we assess whether it contains a lease and classify it as either an operating or finance lease based on its terms. Lease right-of-use assets reflect our right to use the asset during the lease term, while lease liabilities represent our obligation to make lease payments. Leases with an initial term greater than one year are recognized on the balance sheet at the commencement date, measured at the present value of lease payments. Since the interest rate implicit in our leases is not readily available, we use our incremental borrowing rate, which is the rate we would pay to borrow an amount equal to the lease payments over a similar term and in a similar economic environment. Some vehicle leases include guarantees of residual value.

Our lease agreements may include options to extend or terminate, which are considered in measuring our lease liability when exercise is reasonably certain. Lease renewal terms vary fromone year to 30 years. We incur variable lease payments, such as adjustments based on an index or rate, such as a consumer price index, fair value adjustments, and charges for common area maintenance, real estate taxes, and insurance. Certain land leases in our Water Solutions segment require us to pay royalty payments, either as a flat rate per barrel disposed or a percentage of revenue generated. Variable lease payments are excluded from lease right-of-use assets and lease liabilities and are expensed as incurred. Lease right-of-use assets include lease prepayments and exclude lease incentives. For leases acquired through acquisitions, the right-of-use asset reflects adjustments for any favorable or unfavorable market terms.

Short-term leases with an initial term of 12 months or less that do not include a purchase option, with the exception of railcar leases, are not recorded on the consolidated balance sheet. Operating lease expense for short-term leases is recognized on a straight-line basis over the lease term and is disclosed below.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases of buildings, land and vehicles, we account for the lease and non-lease components as a single lease component based on the election of the practical expedient to not separate lease components from non-lease components.

The following table summarizes the components of our lease cost for the periods indicated:

(1) Included in operating expenses in our consolidated statements of operations.

(2) Included in depreciation and amortization expense in our consolidated statements of operations.

(3) Included in interest expense in our consolidated statement of operations.

Amounts in the table above do not include lease costs related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

The following table summarizes the weighted average lease term and weighted average discount rate for the periods indicated:

The following table summarizes maturities of our lease obligations at March 31, 2026 (in thousands):

(1) At March 31, 2026, the short-term finance lease obligation of $2.7 million is included in accrued expenses and other payables and the long-term finance lease obligation of $4.5 million is included in other noncurrent liabilities in our consolidated balance sheet.

The following table summarizes supplemental cash flow information related to our leases for the periods indicated:

Amounts in the table above do not include operating cash outflows from operating leases related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 18).

During the year ended March 31, 2026, we recorded an impairment of $1.5 million related to the remaining biodiesel railcars. During the year ended March 31, 2024, we recorded an impairment of $2.4 million for certain leases in our Water Solutions segment due to underutilization of certain freshwater wells.

Lessor Accounting and Subleases

Our lessor arrangements include storage, railcar and surface contracts, of which certain agreements contain renewal options for periods of betweenone year andfive years. We determine if an agreement contains a lease at the inception of the arrangement. If an arrangement is determined to contain a lease, we classify the lease as operating, sales-type or direct financing. Lessor accounting under ASC 842 is substantially unchanged and all of our leases will continue to be classified as operating leases. We also, from time to time, sublease certain of our storage capacity and railcars to third-parties. Fixed rental revenue is recognized on a straight-line basis over the lease term. During the years ended March 31, 2026, 2025 and 2024, fixed rental revenue was $13.3 million, $15.0 million and $17.8 million, which includes $4.3 million, $3.4 million and $6.2 million of sublease revenue, respectively.

The following table summarizes future minimum lease payments to be received under various noncancelable operating lease agreements at March 31, 2026 (in thousands):

Note 16—Allowance for Current Expected Credit Losses

ASU 2016-13 requires that an allowance for expected credit losses be recognized for certain financial assets that reflects the current expected credit loss over the financial asset’s contractual life. The valuation allowance considers the risk of loss, even if remote, and considers past events, current conditions and reasonable and supportable forecasts. We adopted the practical expedient under ASU 2025-05 (see Note 2) that allows us to assume that the current conditions as of the balance sheet date do not change for the remaining life of our current accounts receivable and contract assets.

We are exposed to credit losses primarily through the sale of products and services and notes receivable from third-parties. A counterparty’s ability to pay is assessed through a credit process that considers the payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness and other risks. We can require prepayment or collateral to mitigate credit risks.

We group our financial assets into pools of counterparties with similar risk characteristics for the purpose of determining the allowance for expected credit losses. Each reporting period, we assess whether a significant change in the risk of expected credit loss has occurred. Among the quantitative and qualitative factors considered in calculating our allowance for expected credit losses are historical financial data, including write-offs and allowances, current conditions, industry risk and current credit ratings. Financial assets will be written off in whole, or in part, when practical recovery efforts have been exhausted and no reasonable expectation of recovery exists. Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance for expected credit losses. We manage receivable pools using past due balances as a key credit quality indicator.

The following table summarizes changesin our allowance for expected credit losses for the periods indicated:

Amounts in the table above do not include allowance for expected credit losses related to assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 18).

Note 17—Other Matters

Acquisition and Disposition of Certain Saltwater Disposal Assets

On June 21, 2023, we sold certain saltwater disposal assets in the Eagle Ford Basin to a third-party for total consideration of $3.0 million, of which $0.05 million was in cash and $2.95 million was a loan receivable. The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. Interest on the loan receivable is based on the prime rate and is due monthly beginning on August 1, 2023. We recorded aloss of$5.4 million within loss on disposal or impairment of assets, netin our consolidated statement of operations for the year ended March 31, 2024.

On March 6, 2024, we acquired a 51% voting interest in these previously sold saltwater disposal assets, which we are accounting for as an acquisition of assets. Total consideration for this acquisition was $3.0 million, which included the termination of a loan receivable (discussed above), and was allocated to property, plant and equipment, asset retirement obligation and noncontrolling interest.

Acquisition of Airplanes

As discussed in Note 12, during the year ended March 31, 2025, we created a new aviation entity whereby we own a 90% interest and a member of our management owns a 10% interest. The aviation entity is considered a VIE (see Note 2). During the three months ended June 30, 2024, the aviation entity purchased an airplane for total consideration of $8.1 million, of which $1.7 million was paid in cash and $6.4 million was a note payable (see Note 7). We also executed a guarantee for the benefit of the lender for the outstanding loan.

As discussed in Note 12, during the year ended March 31, 2025, we created a new aviation entity whereby we own a 90% interest and a member of our management owns a 10% interest. The aviation entity is considered a VIE (see Note 2). During the three months ended December 31, 2024, the aviation entity purchased an airplane for total consideration of $8.1 million, of which $1.7 million was paid in cash and $6.4 million was a note payable (see Note 7). We also executed a guarantee for the benefit of the lender for the outstanding loan.

As part of these transactions, the noncontrolling interest holders have an option to require that we purchase their interest in the aviation entities. Due to these put options, activity for the noncontrolling interest holders has been recorded as redeemable noncontrolling interest in our March 31, 2026 and 2025 consolidated balance sheets (see Note 2).

Purchase and Sale of Marketable Equity Securities

On March 26, 2025, we purchased 2,200,000 shares of Prairie Operating Co. (“Prairie”) for $9.9 million. From March 27, 2025 to March 31, 2025, we sold 731,663 of these shares for $4.1 million and recognized a gain of $0.8 million within other income, net in our consolidated statement of operations for the year ended March 31, 2025. During the year ended March 31, 2026, we sold the remaining shares of Prairie for $6.0 million and recognized a loss of $0.6 million within other income, net in our consolidated statement of operations for the year ended March 31, 2026. Therefore, the sale of all Prairie shares we owned resulted in an overall gain of $0.2 million.

Dispositions

Sale of Certain Saltwater Disposal Assets

On July 25, 2023, we entered into an agreement in which we terminated a minimum volume water disposal contract and sold certain saltwater disposal assets and intangible assets in the Pinedale Anticline Basin to a third-party for total consideration of $8.7 million in cash. The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. For this transaction, the consideration was allocated between the termination of the water disposal contract and the sale of assets based on their relative fair values. The terminated contract included a minimum volume commitment through December 31, 2025. Approximately $7.8 million of the total consideration was allocated to the termination of the water disposal contract and was recognized as revenue, and the remaining $0.9 million was allocated to the sale of assets. We recorded aloss of$21.2 million on the sale within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2024.

On December 8, 2023, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $12.0 million in cash. The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. We recorded a loss of $1.3 million on the sale within loss on disposal or impairment of assets, netin our consolidated statement of operation for theyear ended March 31, 2024.

On April 15, 2024, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of$4.2 million in cash. The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. Upon classification as held for sale, we recorded a loss of$1.6 million to write down these assets to fair value less cost to sell within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2024. We also recorded a gain of$0.1 million on the sale within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2025.

On August 1, 2024, we retained a 51% voting interest and sold a minority interest in certain saltwater disposal assets in the Eagle Ford Basin to a third-party for total consideration of$1.5 million, of which $0.025 million was in cash and $1.475 million was a loan receivable. The loan receivable matured on September 30, 2025. The disposition of this interest was accounted for as an equity transaction, no gain or loss was recorded and the carrying value of the noncontrolling interest was adjusted to reflect the change in ownership interest of the subsidiary.

Sale of Certain Freshwater Water Solutions Facilities

On April 5, 2024, we sold approximately 122,250 acres of real estate ontwo ranches located in Eddy and Lea Counties, New Mexico and certain intangible assets to a third-party for total consideration of$68.5 million in cash, including working capital. Ourtwo ranches include fee, state and federal agricultural leased property, certain water rights, freshwater wells, and related freshwater infrastructure. We recorded a gain of$2.6 million on the sale within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2025.

Sale of Certain Real Estate

On May 14, 2024, we sold approximately 1,400 acres of real estate located in Lea County, New Mexico to a third-party for total consideration of$8.0 million in cash. We recorded a gain of$7.3 million on the sale within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2025.

On April 14, 2025, we sold certain investments in unconsolidated entities, property, plant and equipment and intangible assets to a third-party for total consideration of$40.3 million in cash, plus working capital. As discussed below, we recorded a loss of$8.0 million to write down certain investments in unconsolidated entities and related assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025. We also recorded a loss of$1.0 million on the sale within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2026. We classified the assets and liabilities as held for sale as of March 31, 2025 (see Note 18).

As these sale transactions did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to these portions of our Water Solutions segment have not been classified as discontinued operations.

Fiscal Year 2024 Transactions

On July 24, 2023, we soldtwo natural gas liquids terminals in the Pacific Northwest to a third-party for total consideration of $16.0 million in cash. Also, as part of this transaction, we wrote off goodwill allocated to this transaction and terminated an existing lease. We recorded again of$6.8 million within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2024.

On November 15, 2023, we sold a certain other natural gas liquids terminal to a third-party for total consideration of$2.3 million in cash. The buyer also assumed certain asset retirement obligations associated with the natural gas liquids terminal. As part of this transaction, we also terminated an existing lease. We recorded a gain of $1.6 million on the sale within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2024.

Fiscal Year 2025 Transactions

On March 31, 2025, we sold our natural gas liquids terminal in Green Bay, Wisconsin to a third-party for total consideration of $3.8 million. We recorded a gain of $2.0 million on the sale within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2025. In addition, the buyer purchased inventory for $0.2 million.

Exiting a Business

During the three months ended December 31, 2024, we started the process of winding down our biodiesel business by allowing our storage lease and certain railcar leases to expire and closing out the open purchase and sale contracts. Other than the railcar and storage leases, this business did not have any other long-lived assets. We liquidated all of our inventory and renewable identification numbers by March 31, 2025.

Fiscal Year 2026 Transactions

On April 30, 2025, we completed the Wholesale Propane Disposition and the sale of our refined products business for total consideration of approximately $156.3 million in cash, plus working capital. We recorded a gain on each transaction totaling a combined $55.4 million, of which $17.1 million is recorded within loss on disposal or impairment of assets, netin our consolidated statement of operations for theyear ended March 31, 2026 and $38.3 million is recorded within discontinued operations (see Note 18).

During the three months ended March 31, 2025, we sold 193 railcars for total consideration of $14.4 million. We recognized a gain of $5.5 million within loss on disposal or impairment of assets, netin our consolidated statement of operations for the year ended March 31, 2025. As of March 31, 2025, we entered into definitive agreements with third-parties to sell an additional 135 railcars, which have been classified as held for sale (see Note 18). During the year ended March 31, 2026, we sold all of these railcars for total consideration of $6.7 million in cash and we recognized a gain of $1.9 million within loss on disposal or impairment of assets, net in our consolidated statement of operationsfor the year ended March 31, 2026.

In a separate transaction, on May 16, 2025, we sold 68 railcars to a third-party for total consideration of $2.1 million in cash and we recognized a gain of $0.1 million within loss on disposal or impairment of assets, net in our consolidated statement of operationsfor the year ended March 31, 2026.

Note 18—Assets and Liabilities Held for Sale and Discontinued Operations

As discussed in Note 1, at March 31, 2025, we met the criteria for classifying the assets and liabilities of our refined products business and biodiesel business as either held for sale or discontinued operations and the operations of these businesses as discontinued. Also, as discussed in Note 1 and Note 17, at March 31, 2025, we met the criteria for classifying a portion of our Liquids Logistics segment, certain railcars and certain investments in unconsolidated entities and related assets as held for sale. Upon classification as held for sale, we recorded a loss of$8.0 million to write down certain investments in unconsolidated entities and related assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025, and a valuation allowance included in assets held for sale in our March 31, 2025 consolidated balance sheet.

The following tables summarize the major classes of assets and liabilities classified as held for sale by segment at March 31, 2025 (in thousands):

The following table summarizes the major classes of assets and liabilities classified as discontinued operations in our Liquids Logistics segment at March 31, 2025 (in thousands):

The following table summarizes the results of operations from discontinued operations related to our refined products and biodiesel businesses for the periods indicated:

(1) Negative amounts relate to prior period adjustments.