UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): March 12, 2026

Date of Report (Date of earliest event reported): February 9, 2026

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware

001-35172

27-3427920

~~001-35172~~

~~27-3427920~~

(State or other jurisdiction ofincorporation or organization)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

6120 South Yale Avenue

Suite 1300

Tulsa, Oklahoma 74136 (Address of principal executive offices)(Zip Code)

(~~Address~~918) of481-1119 ~~principal~~(Registrant’s ~~executive~~telephone ~~offices)~~number, ~~(Zip~~including ~~Code~~area code)

(918) 481-1119

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

☐ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

☐ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common units representing Limited Partner Interests	NGL	New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units	NGL-PB	New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units	NGL-PC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ¨

Item 51.0201. ~~Departure~~ ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers:~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnNew December 9, 2025, the board of directors (the “Board”) of the general partner of NGL Energy Partners LP (the “Partnership”) approved, subject to unitholder approval, the NGL Energy Partners LP 2025 Long-Term Incentive Plan (the “2025 Plan”). As described below, the unitholders approved the 2025 Plan at the Partnership’s Special Meeting of Unitholders held on February 9, 2026 (the “Special Meeting”).Loan

~~Pursuant~~On toMarch 12, ~~the~~2026, ~~2025~~NGL ~~Plan,~~Energy ~~the~~Partners LP (“Partnership”) ~~may~~entered ~~grant~~into ~~options~~a new term loan credit agreement, ~~unit~~dated ~~appreciation~~March 12, ~~rights~~2026 (the “Term Loan Credit Agreement”), by ~~restricted~~and ~~units~~among Partnership, ~~phantom~~NGL ~~units~~Energy Operating LLC (~~including~~“Operating ~~any~~LLC”), ~~tandem~~a ~~DERs~~wholly ~~granted~~owned ~~with~~subsidiary ~~respect~~of toPartnership, aas ~~phantom~~borrower, Barclays ~~unit)~~Bank PLC, ~~other~~as ~~unit-based~~administrative ~~awards~~agent and collateral agent, and ~~unit~~the ~~awards~~lenders ~~(collectively~~party thereto, ~~“Awards”)~~which toprovides ~~eligible~~for ~~participants~~a $950.0 ~~The~~million ~~2025~~term loan ~~Plan~~(the ~~has~~“Term aLoan”). ~~term~~Operating ofLLC 10is ~~years~~the ~~from~~borrower under the ~~date~~Term ofLoan, ~~approval~~and byPartnership ~~the~~and certain of Partnership’s direct ~~unitholders,~~and ~~unless~~indirect ~~earlier~~wholly ~~terminated~~owned insubsidiaries ~~accordance~~are ~~with~~the ~~its~~guarantors ~~terms~~under the Term Loan. ~~Subject~~Operating toLLC ~~adjustment~~used asthe ~~provided~~proceeds inof the ~~2025~~Term ~~Plan~~Loan, among other things, to pay off the ~~maximum~~term ~~number~~loan credit agreement, dated as of ~~units~~February 2, ~~that~~2024, ~~may~~by beand ~~issued~~among ~~pursuant~~Partnership, toOperating LLC, ~~the~~as ~~2025~~borrower, ~~Plan~~The isToronto 10Dominion (Texas) LLC,~~000~~ as administrative agent and collateral agent,~~000~~ and the lenders party thereto. Operating LLC also expects to use such proceeds to redeem, repurchase or otherwise retire a portion of Partnership’s outstanding Class D Preferred Units.

The ~~2025~~Term ~~Plan~~Loan ~~includes~~is ~~the~~scheduled ~~following~~to ~~key~~mature ~~provisions:~~on ~~(i)~~March 11, 2033 ~~options~~ and ~~unit~~will ~~appreciate~~amortize ~~rights~~in ~~may~~equal ~~not~~quarterly beinstallments ~~granted~~in ~~with~~aggregate anamounts ~~exercise~~equal ~~price~~to ~~that~~1.0% ~~is less than the fair market value~~ of the ~~underlying~~original ~~units~~principal onamount ~~the date~~ of the ~~grant;~~Term Loan ~~(ii)~~beginning itwith ~~is prohibited for~~ the ~~repricing~~fiscal ofquarter ~~options~~ending ~~and unit appreciate rights in exchange for cash~~June 30, ~~other awards~~2026, ~~or options or unit appreciate rights~~ with ~~an exercise price that is less than~~ the ~~exercise~~balance ~~price~~payable ofon ~~the~~maturity. ~~original~~Amounts ~~options~~borrowed orand ~~unit~~repaid ~~appreciate rights, unless approved by~~ under the ~~Partnership’s~~Term ~~unitholders;~~Loan ~~(iii)~~will ~~Awards~~bear ~~assumed~~interest inat ~~connection with~~ a ~~change~~SOFR-based ofrate control transaction will vest on an accelerated schedule only if the participant’s employment is involuntarily terminated without “cause” or voluntarily terminated for “good reason” within 24 months of the change of control transaction; (~~iv)~~with ~~there~~such iscustomary noprovisions ~~“evergreen” or automatic replenishment provision pursuant to which the units authorized for issuance~~ under the ~~2025~~Term ~~Plan~~Loan ~~are~~providing ~~automatically replenished; (v) there shall be no automatic grants to any participant; (vi) distribution equivalent rights shall only be granted in tandem with phantom units and~~ for ~~distributions~~the ~~to be made with respect to restricted units, there shall not be payment~~ replacement of ~~distributions~~SOFR ~~and distribution equivalents~~ with ~~respect to~~ any ~~awards~~successor ofrate) ~~options~~or ~~and~~an ~~unit~~alternate ~~appreciate~~base ~~rights~~rate, ~~and the Partnership’s Compensation Committee may make any distributions or distribution equivalents paid~~ in ~~connection~~each ~~with~~case ~~restricted~~plus ~~units~~an ~~and~~applicable ~~phantom~~margin. ~~units,~~The ~~respectively, subject to the satisfaction of vesting and any other restrictions~~ applicable tomargin ~~the~~for ~~underlying~~alternate base ~~awards;~~rate ~~(vii)~~loans ~~units~~varies ~~surrendered~~from or2.25% ~~withheld~~ to ~~pay~~2.50% ~~either~~and the ~~exercise~~applicable ~~price~~margin ~~of an award or to withhold taxes in respect of an award shall not become available~~ for ~~issuance~~SOFR-based inloans ~~the~~varies ~~future;~~from ~~and~~3.25% ~~(viii) all Awards are subject~~ to ~~the Partnership’s Clawback Policy~~3.50%, ~~The 2025 Plan is described~~ in ~~the~~each ~~section~~case, ~~entitled~~depending on ~~“Proposal 1 – Approve the NGL Energy Partners LP 2025 Long-Term Incentive Plan” of the~~ Partnership’s ~~Definitive~~consolidated ~~Proxy~~first ~~Statement~~lien onnet ~~Schedule~~leverage ~~14A, which was filed with the Securities and Exchange Commission on December 29, 2025 (the “Proxy Statement”), and which is incorporated by reference herein~~ratio. ~~The foregoing description of the 2025 Plan is qualified in its entirety by reference to the full text of the 2025 Plan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.~~

~~Item~~The ~~5.07. Submission~~Term Loan Credit Agreement allows Operating LLC to voluntarily prepay the Term Loan at any time without premium or penalty other than (a) customary “breakage” costs and (b) a premium of ~~Matters~~1% of the principal amount so prepaid, if such prepayment occurs prior to the six-month anniversary of the Term Loan closing date in connection with certain repricing transactions. The Term Loan Credit Agreement contains customary mandatory prepayment requirements, including mandatory prepayments as a ~~Vote~~result of ~~Security~~(a) excess ~~Holders~~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.

~~On February 9, 2026, the Partnership held the Special Meeting.~~ The ~~unitholders~~Term ofLoan ~~the~~Credit ~~Partnership~~Agreement aspermits ofOperating LLC ~~the~~to ~~close of business on December 18~~request, ~~2025,~~from ~~the~~time ~~record~~to ~~date for the Special Meeting~~time, ~~voted on three proposals, consisting of~~ (1a) increases ~~the~~in ~~approval of~~ the ~~2025~~Term ~~Plan;~~Loan, and/or (2b) the ~~ratification~~establishment of ~~the~~new ~~appointment~~tranches of ~~Grant~~incremental term ~~Thornton~~loans, ~~LLP~~in asan ~~the~~aggregate ~~independent~~principal ~~registered~~amount ~~public~~of ~~accounting~~up ~~firm~~to ~~for~~ the ~~Partnership~~greater ~~for~~of ~~fiscal~~$350 ~~year~~million ~~2026;~~ and ~~(3)~~50% ~~the approval~~ of ~~the~~consolidated ~~adjournment~~EBITDA orplus ~~postponement~~such ofadditional amounts ~~the~~depending ~~Special~~upon ~~Meeting,~~satisfaction ifof ~~necessary,~~certain toratio ~~continue~~tests toand ~~solicit~~other ~~votes~~conditions, ~~for~~in ~~the~~each ~~2025~~case ~~Plan.~~subject ~~For~~to ~~more~~commitments ~~information~~from ~~regarding~~lenders ~~the~~and customary ~~foregoing proposals, you may refer to the Proxy Statement~~conditions.

AtThe ~~the~~Term ~~Special~~Loan ~~Meeting,~~Credit ~~the~~Agreement ~~unitholders~~requires ~~(1)~~that ~~approved~~certain of the ~~2025~~Partnership’s ~~Plan;~~subsidiaries ~~and~~that ~~(2) ratified Grant Thornton LLP as~~ the ~~independent registered accounting firm for the~~ Partnership ~~for~~may ~~fiscal~~form ~~year~~or ~~2026.~~acquire ~~Although~~in the ~~proposal~~future ~~would~~provide ~~have~~a ~~received~~guarantee ~~sufficient votes to be approved~~of, noand ~~motion~~also ~~was~~grant a ~~made~~lien on ~~the~~their ~~proposal~~assets to ~~approve the adjournment or postponement of the Special Meeting~~secure, ~~if necessary, to continue to solicit votes to approve~~ the ~~2025~~obligations ~~Plan~~owing ~~because~~in ~~the~~respect ~~adjournment or postponement~~ of the ~~Special~~Term ~~Meeting was determined to not be necessary or appropriate~~Loan.

~~Set~~The ~~forth~~Term ~~below~~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 Term Loan Credit Agreement requires that Partnership maintain, on a quarterly basis and beginning with the fiscal quarter ending June 30, 2026, a debt service coverage ratio of no less than 1.10:1.00. Events of default under the Term Loan Credit Agreement are customary for facilities of this type including, among other things, the ~~matters~~failure ~~acted~~to ~~upon~~pay byprincipal, interest or fees, the ~~unitholders~~failure atto observe or perform any material covenant contained in the ~~Special~~Term ~~Meeting~~Loan Credit Agreement, ~~and~~material misrepresentation under or in connection with the ~~final~~Term ~~voting~~Loan ~~results~~Credit Agreement, cross-default to certain material indebtedness, entry of ~~each~~judgments ~~such~~in ~~proposal~~a material amount, a change of control and the institution of any bankruptcy or insolvency proceedings.

~~Proposal~~All ~~One~~of –the ~~Approval~~obligations ofunder the ~~NGL~~Term ~~Energy~~Loan Credit ~~Partners~~Agreement LPare ~~2025~~secured ~~Long~~by a first-priority basis by liens on the Notes-TLB Priority Collateral and by a second-priority basis by liens on the ABL Priority Collateral, in each case, subject to certain exceptions and permitted liens as described in the Term Loan ~~Incentive~~Credit ~~Plan~~Agreement.

The ~~proposal~~above todescription ~~approve~~of the ~~2025~~Term ~~Plan~~Loan ~~was~~Credit ~~approved. The~~Agreement is ~~results~~a ofsummary only and is subject to, and qualified entirely by, the ~~vote~~Term ~~were~~Loan Credit Agreement, which is filed as ~~follows:~~Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Votes For						Votes Against						Votes Abstain						Broker Non-Votes
50,358,968						7,383,960						1,252,770						25,523,262

ABL Amendment

~~Proposal~~On ~~Two~~March 12, –2026, ~~Ratification~~Partnership ofentered into that certain Seventh Amendment to Credit Agreement (the “ABL Amendment”), by and among Operating LLC, as borrower, Partnership, certain of Partnership’s ~~Independent~~direct ~~Registered~~and ~~Public~~indirect ~~Accounting~~wholly ~~Firm~~owned ~~for~~subsidiaries, ~~Fiscal~~as ~~Year~~guarantors, ~~2026~~JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions party thereto as lenders, which amends the terms of Partnership’s existing asset-based revolving credit facility (the “ABL Facility”).

The ~~proposal~~ABL Amendment amends the ABL Facility to ~~ratify~~(i) reduce the aggregate amount of commitments thereunder from $475.0 million to $425.0 million, (ii) reduce both the ~~appointment~~sub-limit for letters of ~~Grant~~credit, ~~Thornton~~and ~~LLP~~the asaggregate amount that the commitments thereunder may be increased, from $200.0 million to $100.0 million, (iii) reduce the applicable interest rate margins for loans thereunder to a range of between 2.00% to 2.50% for SOFR-based loans and 1.00% to 1.50% for alternate base rate loans, in each case depending on Partnership’s ~~independent~~fixed ~~registered~~charge ~~public~~coverage ~~accounting~~ratio ~~firm~~in ~~for~~effect ~~fiscal~~from ~~year~~time ~~2026~~to ~~was~~time, (iv) reduce ~~approved~~the commitment fees payable thereunder to 0. ~~The~~375% ~~results~~per ofannum, ~~the~~subject ~~vote~~to ~~were~~a asfurther ~~follows~~reduction to 0.25% per annum if Partnership’s fixed charge coverage ratio in effect from time to time is greater than or equal to 1.75:1.00 and (v) make certain other changes to the terms thereof.

Votes For						Votes Against						Votes Abstain
83,060,271						509,685						949,004

The above description of the ABL Facility and the ABL Amendment is a summary only and is subject to, and qualified entirely by, the ABL Amendment, which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.

Item 9 2.0103. Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~(d)~~The information ~~Exhibits~~set forth in Item 1.01 hereto under the captions “New Term Loan” and “ABL Amendment” is incorporated by reference into this Item 2.03.

Exhibit No.						Description
10.1						NGL Energy Partners LP 2025 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Partnership’s Proxy Statement filed with the SEC on December 29, 2025).
101						Cover Page formatted as Inline XBRL.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item 7.01. Regulation FD Disclosure.

~~SIGNATURES~~On March 12, 2026, Partnership issued a press release announcing the closing of the Term Loan. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

~~Pursuant~~The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, is being “furnished” pursuant to ~~the~~Item ~~requirements~~7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as ~~the~~amended, ~~registrant~~or ~~has~~otherwise ~~duly~~subject ~~caused~~to ~~this~~the ~~report~~liabilities toof bethat ~~signed~~section, onand ~~its~~is ~~behalf~~not incorporated by reference into any Partnership filing, whether made before or after the ~~undersigned~~date ~~hereunto~~hereof, ~~duly~~regardless ~~authorized~~of any general incorporated language in such filing.

	NGL Energy Partners LP
	By:	NGL Energy Holdings LLC,
		its general partner
Date: February 9, 2026		By:	/s/ H. Michael Krimbill
			H. Michael Krimbill
			Chief Executive Officer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Term Loan Credit Agreement, dated as of March 12, 2026, by and among NGL Energy Operating LLC, NGL Energy Partners LP, Barclays Bank PLC, as administrative agent, collateral agent and a lender, and certain financial institutions party thereto.
10.2		Seventh Amendment to Credit Agreement, dated as of March 12, 2026, by and among NGL Energy Operating LLC, NGL Energy Partners LP, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and certain financial institutions party thereto.
99.1		Press release dated March 12, 2026.
101		Cover Page formatted as Inline XBRL.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NGL Energy Partners LP

	By: NGL Energy Holdings LLC,
		its general partner

Date: March 12, 2026		By:	/s/ Bradley P. Cooper
			Bradley P. Cooper
			Chief Financial Officer

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