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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2025
OR
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period to

Commission File Number 001-32505

TRANSMONTAIGNE PARTNERS LLC

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

34-2037221
(I.R.S. Employer
Identification No.)

Suite 3100, 1670 Broadway

Denver, Colorado 80202

(Address, including zip code, of principal executive offices)

(303) 626-8200

(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Title of Each Class	Name of Each Exchange on Which Registered

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ⌧ No ◻

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ◻ No ◻ *

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐

Large accelerated filer ◻

Accelerated filer ◻

Non-accelerated filer ⌧

Smaller reporting company ☐

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. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ⌧

The aggregate market value of common units held by non-affiliates of the registrant on June 30, 2025 was $nil.

As of the date of this filing, the registrant has no common units outstanding.

* The registrant is a voluntary filer of reports required to be filed by certain companies under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required to have been filed by the registrant during the preceding 12 months had it been subject to such filing requirements during the entirety of such period.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

TABLE OF CONTENTS


Item				Page No.
		Part I
1 and 2.		Business and Properties		4
1A.		Risk Factors		21
1B.		Unresolved Staff Comments		33
1C.		Cybersecurity		33
3.		Legal Proceedings		34
4.		Mine Safety Disclosures		34
		Part II
5.		Market for the Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities		34
6.		Reserved		35
7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
7A.		Quantitative and Qualitative Disclosures About Market Risks		50
8.		Financial Statements and Supplementary Data		51
9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		81
9A.		Controls and Procedures		81
9B.		Other Information		82
9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		82
		Part III
10.		Directors, Executive Officers and Corporate Governance		82
11.		Executive Compensation		84
12.		Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters		85
13.		Certain Relationships and Related Transactions, and Director Independence		85
14.		Principal Accounting Fees and Services		86
		Part IV
15.		Exhibit and Financial Statement Schedules		87
16.		Form 10-K Summary		89

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) contains “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. When used in this Annual Report, the words “could,” “may,” “should,” “will,” “seek,” “believe,” “expect,” “anticipate,” “intend,” “continue,” “estimate,” “plan,” “target,” “predict,” “project,” “attempt,” “is scheduled,” “likely,” “forecast,” the negatives thereof and other similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. You are cautioned not to place undue reliance on any forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in this Annual Report. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, among other things:

●

our ability to successfully implement our business strategy;

●

competitive conditions in our industry;

●

actions taken by third-party customers, producers, operators, processors and transporters;

●

pending legal or environmental matters;

●

costs of conducting our operations;

●

continued access to capital financing;

●

fluctuations in the price of the products that we purchase and sell;

●

our ability to complete internal growth projects on time and on budget;

●

general economic conditions, including inflation, changes in United States administrative policy or international trade relations, including the imposition of tariffs;

●

the price of oil, natural gas, natural gas liquids and other commodities in the energy industry;

●

large customer defaults;

●

rising interest rates;

●

our joint ventures, over which we do not maintain full control;

●

operating hazards, natural disasters, weather-related events, cyber-security breaches, IT system outages, global or regional conflicts, terrorist attacks, casualty losses and other matters beyond our control;

●

changes in consumer demand for refined products and renewable fuels;

●

uncertainty regarding our future operating results;

●

effects of existing and future laws and governmental regulations;

●

the effects of future litigation;

●

our ability to attract and retain qualified personnel across all areas of our business;

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conflicts of interest that may arise between ArcLight and its affiliates and subsidiaries and us;

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plans, objectives, expectations and intentions contained in this Annual Report that are not historical; and

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public health crises, epidemics and pandemics.

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All forward-looking statements, expressed or implied, included in this Annual Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Annual Report.

Part I

As used in this Annual Report, unless the context requires otherwise, references to “we,” “us,” “our,” “TransMontaigne Partners,” “the Partnership,” or “the Company” are intended to mean, TransMontaigne Partners LLC, and our wholly owned and controlled operating subsidiaries. References to ‘ArcLight’ are intended to mean ArcLight Energy Partners Fund VI, L.P., its affiliates and subsidiaries, other than us and our subsidiaries.

ITEMS 1 AND 2. BUSINESS AND PROPERTIES

Overview

We are a terminaling and transportation company with assets and operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio Rivers, in the Southeast and along the West Coast. We provide integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of light refined petroleum products, heavy refined petroleum products, renewable products, crude oil, chemicals, fertilizers and other liquid products. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal in Tacoma, Washington. Light refined products include gasolines, diesel fuels, heating oil and jet fuels. Heavy refined products include residual fuel oils and asphalt. Renewable products include ethanol, biodiesel, renewable diesel and relevant feedstocks. Our direct exposure to changes in commodity prices is limited to product sales out of our Tacoma, Washington terminal and the value of product gains and losses arising from terminaling services agreements with certain customers, which accounts for a small portion of our revenue.

We use our owned and operated terminaling facilities to, among other things: receive refined products and renewable products from pipeline, ship, barge, truck, or railcar making delivery on behalf of our customers and transfer those products to the tanks located at our terminals; store the products in our tanks for our customers; monitor the volume of the products stored in our tanks; heat residual fuel oils and asphalt stored in our tanks; and distribute the products out of our terminals in vessels, railcars or truckloads using truck racks and other distribution equipment located at our terminals, including pipelines. We also continue to provide ethanol logistics services and other services to the growing renewable products market, as well as to engage in blending activities related to the throughput process.

We are 100% owned by TLP Finance Holdings, LLC (“TLP Finance”), an indirect controlled subsidiary of ArcLight. We are voluntarily filing with the Securities and Exchange Commission pursuant to the covenants contained in our outstanding 8.500% senior unsecured notes due in 2030.

Recent Developments

Fisher Island terminal facility land sale-leaseback. On October 8, 2025, the Company completed the sale-leaseback of our terminal facility land on Fisher Island, Miami, Florida to HRP Fisher Island, LLC, for a purchase price of $180 million. Proceeds from the sale of the Fisher Island terminal facility land were used for a $175 million prepayment on our senior secured term loans. As a result of the sale-leaseback, we recorded a gain of approximately $169.6 million to gain on sale of assets within the consolidated statements of operations. At closing we retained all assets and liabilities associated with the maintenance and operations of the Fisher Island terminal facility, excluding land, and entered into an approximately two-year land lease agreement with the buyer, to continue our existing operations servicing our current customer agreements through August 2027 (see Note 14 of Notes to consolidated financial statements).

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Credit Agreement amendment. On February 6, 2026, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 6 to the Credit Agreement, which provides for, among other things, the reduction of the applicable margin of the senior secured term loans under the Credit Agreement and the extension of the maturity of the senior secured term loans (the “Repricing and Extension”). After giving effect to the Repricing and Extension, senior secured term loans under the Credit Agreement (i) accrue interest at a per annum rate equal to, at our election, either a Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 2.25% or an alternate base rate plus an applicable margin of 1.50% and (ii) have a maturity date of March 16, 2030. The other terms and conditions of the Credit Agreement, as amended by Amendment No. 6, remain unchanged.

Charlotte terminal facility sale agreement. On March 18, 2026, the Company entered into an agreement for the sale of our terminal facility in Charlotte, North Carolina for a purchase price of approximately $3.4 million. Proceeds from the terminal sale will be used for repayment of certain term debt obligations. The Charlotte terminal facility has storage capacity of approximately 120,000 barrels for the storage of gasoline, diesel, ethanol, and fuel additives. The closing of the sale is expected to occur on or about April 17, 2026, or on such other date as may be mutually agreed by the parties and is subject to customary closing conditions.

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Assets and Operations

Our terminals are located in six geographic regions, which we refer to as our Gulf Coast, Midwest, Brownsville, River, Southeast and West Coast terminals. In addition, we have unconsolidated investments in BOSTCO, Olympic Pipeline Company, SeaPort Midstream and Frontera (each defined below). The locations and approximate aggregate active storage capacity at our owned and joint venture terminal facilities as of December 31, 2025 are as follows:


		Active storage
		capacity ⁽¹⁾
		(shell bbls)
Our Terminals by Region:
Gulf Coast Terminals:
Port Everglades North (Fort Lauderdale), FL		2,487,000
Port Everglades South (Fort Lauderdale), FL⁽²⁾		376,000
Jacksonville, FL		272,000
Cape Canaveral, FL		724,000
Port Manatee, FL		1,303,000
Pensacola, FL		270,000
Fisher Island (Miami), FL		673,000
Tampa, FL		760,000
Gulf Coast Total		6,865,000
Midwest Terminals:
Rogers, AR and Mount Vernon, MO (aggregate amounts)		419,000
Cushing, OK		1,005,000
Oklahoma City, OK		158,000
Midwest Total		1,582,000
Brownsville Terminal		1,632,000
River Terminals:
Evansville, IN		245,000
New Albany, IN		—
Greater Cincinnati, KY		199,000
Henderson, KY		170,000
Louisville, KY		183,000
Owensboro, KY		154,000
Paducah, KY		322,000
Baton Rouge, LA (Dock)		—
Greenville, MS		369,000
Cape Girardeau, MO		140,000
East Liverpool, OH		228,000
River Total		2,010,000

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		Active storage
		capacity ⁽¹⁾
		(shell bbls)
Southeast Terminals:
Albany, GA		203,000
Americus, GA		98,000
Athens, GA		203,000
Bainbridge, GA		368,000
Birmingham, AL		178,000
Charlotte, NC		121,000
Collins/Purvis, MS (Collins terminal)		6,280,000
Collins, MS (Collins rack)		200,000
Doraville, GA		438,000
Fairfax, VA		508,000
Greensboro, NC		479,000
Griffin, GA		107,000
Lookout Mountain, GA		219,000
Macon, GA		174,000
Meridian, MS		139,000
Norfolk, VA		1,336,000
Richmond, VA		436,000
Rome, GA		152,000
Selma, NC		673,000
Spartanburg, SC		166,000
Southeast Total		12,478,000
West Coast Terminals:
Martinez, CA		5,034,000
Richmond, CA		688,000
Tacoma, WA		1,486,000
West Coast Total		7,208,000
Our Joint Ventures Terminals:
BOSTCO Joint Venture Terminal⁽³⁾		7,080,000
Olympic Pipeline Company Joint Venture Terminal ⁽⁴⁾		510,000
SeaPort Midstream Joint Venture Terminal ⁽⁵⁾		1,251,000
Frontera Joint Venture Terminal⁽⁶⁾		1,655,000
TOTAL CAPACITY		42,271,000

(1)	Active storage capacity includes terminals which do not need capital investment to contract available storage capacity.

(2)	Reflects our ownership interest net of an energy company’s ownership interest in certain tank capacity.

(3)	Reflects the total active storage capacity of Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), of which we have a 42.5% Class A ownership interest.

(4)	Reflects the total active storage capacity of Olympic Pipeline Company, LLC (“Olympic Pipeline Company”), of which we have a 30% ownership interest.

(5)	Reflects the total active storage capacity of SeaPort Midstream Partners, LLC (“SeaPort Midstream”), of which we have a 51% ownership interest.

(6)	Reflects the total active storage capacity of Frontera Brownsville LLC (“Frontera”), of which we have a 50% ownership interest.

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Gulf Coast Operations. Our Gulf Coast terminals consist of eight active product terminals and comprise the largest terminal network in Florida. These terminals have approximately 6.9 million barrels of aggregate active storage capacity in ports including Port Everglades, Miami, Tampa and Cape Canaveral, which are among the busiest cruise ship ports in the nation. At our Gulf Coast terminals, we handle refined and renewable products on behalf of, and provide integrated terminaling services to, customers engaged in the distribution and marketing of refined products. Our Gulf Coast terminals receive products from vessels on behalf of our customers. In addition, our Gulf Coast terminals, other than Fisher Island, also receive product by truck and our Jacksonville terminal also receives asphalt by rail. We distribute by truck or barge at all of our Gulf Coast terminals. In addition, we distribute products by pipeline at our Port Everglades and Tampa terminals. An energy company retains an ownership interest, ranging from 25% to 50%, in specific tank capacity at our Port Everglades (South) terminal. We manage and operate the Port Everglades (South) terminal, and we are reimbursed by the energy company for its proportionate share of our operating and maintenance costs. On October 8, 2025, we completed the sale-leaseback of our terminal facility land on Fisher Island, Miami, Florida, for a purchase price of $180 million. The Fisher Island terminal facility has active storage capacity of approximately 700,000 barrels for the storage of marine fuels. At closing we retained all assets and liabilities associated with the maintenance and operations of the Fisher Island terminal facility, excluding land, and leased the terminal facility from the buyer, to allow us to continue our existing operations servicing our current customer agreements through August 2027.

Midwest Terminals. In Missouri and Arkansas, we own the Razorback pipeline and terminals in Mount Vernon, Missouri, at the origin of the pipeline and in Rogers, Arkansas, at the terminus of the pipeline. We refer to these two terminals collectively as the Razorback terminals. The Razorback pipeline is a 67-mile, 8-inch diameter interstate common carrier pipeline that transports light refined product from our terminal at Mount Vernon, where it is interconnected with a pipeline system owned by a third party, to our terminal at Rogers. The Razorback pipeline has a capacity of approximately 30,000 barrels per day. The Razorback terminals have approximately 0.4 million barrels of aggregate active storage capacity. Effective January 1, 2021, a third party leases the capacity, and assumed operatorship, of the Razorback pipeline and terminals. Our Rogers facility is the only products terminal located in Northwest Arkansas.

We lease land in Cushing, Oklahoma and constructed storage tanks and associated infrastructure on the property for the receipt of crude oil by truck and pipeline, the blending of crude oil and the storage of approximately 1.0 million barrels of crude oil.

We also own and operate a terminal facility in Oklahoma City, Oklahoma with approximately 0.2 million barrels of aggregate active storage capacity. Our Oklahoma City terminal receives gasolines and diesel fuels from pipeline systems owned by third parties for delivery via our truck rack for redistribution to locations throughout the Oklahoma City region.

Brownsville, Texas Operations. We own and operate a product terminal with approximately 1.6 million barrels of aggregate active storage capacity and related ancillary facilities in Brownsville independent of the Frontera joint venture, as well as the Diamondback pipeline which handles liquid product movements between south Texas and Mexico. At our Brownsville terminal we handle refined petroleum products, chemicals, vegetable oils, naphtha, and wax on behalf of, and provide integrated terminaling services to, customers engaged in the distribution and marketing of petroleum products. Our Brownsville facilities receive products on behalf of our customers from a pipeline system owned by a third party, vessels, by truck or railcar.

The Diamondback pipeline consists of an 8” pipeline that previously transported propane approximately 16 miles from our Brownsville facilities to the United States/Mexico border and a 6” pipeline, which runs parallel to the 8” pipeline that can be used by us in the future to transport additional refined products to Matamoros, Mexico. Operations on the Diamondback pipeline were shut down in the first quarter of 2018; however, we expect to recommission the Diamondback Pipeline and resume operations on both the 8” pipeline, providing gasoline service thereon, and the previously idle 6” pipeline, providing diesel service thereon, when our customer obtains all the necessary approvals from the Mexican government. We have previously filed revised tariffs with the Federal Energy Regulation Commission (“FERC”) to support such activities.

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River Operations. Our River terminals are composed of 9 active product terminals located along the Mississippi and Ohio Rivers with approximately 2.0 million barrels of aggregate active storage capacity. Our River operations also include a dock facility in Baton Rouge, Louisiana, which is the only direct waterborne connection between the Colonial pipeline and Mississippi River waterborne transportation. At our River terminals, we handle renewable fuels, renewable fuel feedstocks, gasolines, diesel fuels, heating oil, chemicals and fertilizers on behalf of, and provide integrated terminaling services to, customers engaged in the distribution and marketing of products and industrial and commercial end-users. Our River terminals receive products from vessels, barges and trucks on behalf of our customers and distribute products primarily to trucks and barges.

Southeast Operations. Our Southeast terminals consist of 20 active product terminals located along the Colonial and Plantation pipelines in Alabama, Georgia, Mississippi, North Carolina, South Carolina and Virginia with an aggregate active storage capacity of approximately 12.5 million barrels. At our Southeast terminals, we handle gasolines, diesel fuels, ethanol, biodiesel, jet fuel and heating oil on behalf of, and provide integrated terminaling services to, customers engaged in the distribution and marketing of refined products. Our Southeast terminals primarily receive products from the Colonial and Plantation pipelines on behalf of our customers and distribute products primarily to trucks with the exception of the Collins terminal. We previously announced that we entered into an agreement for the sale of our terminal facility in Fairfax, Virginia for a purchase price of approximately $30.8 million. The Fairfax terminal facility has active storage capacity of approximately 500,000 barrels for the storage of gasoline, diesel, ethanol, and fuel additives. The closing of the sale is expected to occur on or about June 30, 2026, subject to certain rights for the Company to extend the closing date. On March 18, 2026, the Company entered into an agreement for the sale of our terminal facility in Charlotte, North Carolina for a purchase price of approximately $3.4 million. The Charlotte terminal facility has storage capacity of approximately 120,000 barrels for the storage of gasoline, diesel, ethanol, and fuel additives. The closing of the sale is expected to occur on or about April 17, 2026, or on such other date as may be mutually agreed by the parties and is subject to customary closing conditions.

West Coast Operations. Our West Coast terminals consist of three active product terminals with approximately 7.2 million barrels of aggregate active storage capacity. Our two California terminals are well positioned with pipeline connections to two of the three local refineries, one of the two local renewable fuels plants, the Northern California products pipeline distribution system and marine access to all three refineries and both renewable fuels plants in the San Francisco Bay area. Our Tacoma, Washington terminal is connected via pipeline to the four largest refineries in Washington and by marine to all five Washington refineries. The Tacoma terminal is the only independent terminal in the Puget Sound area with a unit train facility. The Tacoma terminal sells refined and renewable products to major fuel producers and marketers in the Pacific Northwest. At our West Coast terminals, we handle crude oil, gasoline, diesel, jet fuel, gasoline blend stocks, fuel oil, Avgas, ethanol and other renewable products and feedstocks on behalf of, and provide integrated terminaling services to, customers engaged in the distribution and marketing of products. Our West Coast terminals primarily receive products from vessels, pipeline and rail facilities on behalf of our customers and distribute products primarily via vessel, pipeline, truck and rail facilities.

Investment in BOSTCO. On December 20, 2012, we acquired a 42.5% Class A ownership interest in BOSTCO from Kinder Morgan Battleground Oil, LLC, a wholly owned subsidiary of Kinder Morgan. BOSTCO is a terminal facility on the Houston Ship Channel designed to handle residual fuel, feedstocks, distillates and other black oils. BOSTCO currently has fully subscribed capacity of approximately 7.1 million barrels. Our investment in BOSTCO entitles us to appoint a member to the Board of Managers of BOSTCO, to vote our proportionate ownership share on general governance matters and to certain rights of approval over significant changes in, or expansion of, BOSTCO’s business. Kinder Morgan is responsible for managing BOSTCO’s day-to-day operations. Our 42.5% Class A ownership interest does not allow us to control BOSTCO, but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in BOSTCO under the equity method of accounting.

Investment in Olympic Pipeline Company. On November 17, 2021, we acquired a 30% ownership interest in the Olympic Pipeline Company joint venture, which owns the Olympic Pipeline between Blaine, Washington and Portland, Oregon and a refined and renewable products terminal in Bayview, Washington with approximately 0.5 million barrels of aggregate active storage capacity. The Olympic Pipeline is a 400-mile FERC regulated pipeline that serves as the primary refined product distribution pipeline in the Pacific Northwest. ARCO Midcon LLC, an affiliate of BP, owns the remaining 70% interest and operates both the Olympic Pipeline and the Bayview terminal. BP is

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responsible for managing Olympic Pipeline Company’s day-to-day operations. Our investment in Olympic Pipeline Company entitles us to appoint one member, out of two, to the Management Committee of Olympic Pipeline Company, to vote our proportionate ownership share on general governance matters and to certain rights of approval over significant changes in, or expansion of, Olympic Pipeline Company’s business. Our 30% ownership interest does not allow us to control Olympic Pipeline Company but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in Olympic Pipeline Company under the equity method of accounting.

Investment in SeaPort Midstream. On November 17, 2021, we acquired a 51% ownership interest in the SeaPort Midstream joint venture, which owns two terminals in Seattle, Washington and Portland, Oregon with approximately 1.3 million barrels of aggregate active storage capacity. Each terminal is connected to the Olympic Pipeline and has multimodal connectivity, including rail, barge, tanker and truck. BP Mariner Holding Company LLC owns the remaining 49% interest in SeaPort Midstream. We operate SeaPort Midstream assets under an operating and administrative agreement between us and SeaPort Midstream. Our investment in SeaPort Midstream entitles us to appoint two, out of four, of the members to the Board of Managers, to vote our proportionate ownership share on general governance matters and to certain rights of approval over significant changes in, or expansion of, SeaPort Midstream’s business. Our ownership interest does not allow us to control SeaPort Midstream but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in SeaPort Midstream under the equity method of accounting.

Investment in Frontera. On April 1, 2011, we contributed approximately 1.5 million barrels of light petroleum product storage capacity, as well as related ancillary facilities, to the Frontera joint venture, in exchange for a cash payment and a 50% ownership interest in the Frontera joint venture. An affiliate of PEMEX, Mexico’s state owned petroleum company, acquired the remaining 50% ownership interest in Frontera. We operate Frontera under an operations and reimbursement agreement between us and Frontera. Frontera has approximately 1.7 million barrels of aggregate active storage capacity. Our 50% ownership interest does not allow us to control Frontera but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in Frontera under the equity method of accounting.

Our Services and Revenue Streams

We generate revenue from our terminal operations by charging fees for providing integrated terminaling, transportation and related services. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal in Tacoma, Washington. The fees we charge and our other sources of revenue are composed of:

●

Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements or storage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments, which are based on contractually established minimum volumes of throughput of the customer’s product at our facilities over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customer throughputs less than the minimum volume of product during that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as “ancillary.” In addition, “ancillary” revenue also includes fees received from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery.

●

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lease land under operating leases as the lessor or sublessor with third parties and affiliates. We manage and operate rail sites at certain Southeast terminals on behalf of an energy company and receive reimbursement for operating and maintenance costs. We manage and operate SeaPort Midstream and receive a management fee based on our costs incurred. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

●

Product sales. Our product sales revenue refers to the sale of refined and renewable products at our Tacoma, Washington terminal. Product sales revenue pricing is contractually specified and is recognized at a point in time when our customers take control and legal title of the commodities purchased. Product sales revenue is recorded gross of cost of product sales, which includes product supply and transportation costs.

Further detail regarding our financial information can be found under Item 8. “Financial Statements and Supplementary Data” of this Annual Report.

Business Strategies

Generate stable cash flows through the use of long-term contracts with our customers. We intend to continue to generate stable and predictable cash flows by capitalizing on our high quality, well positioned and geographically diverse asset base, which is critical infrastructure for our customers. In addition, we seek to continue to enhance the stability of our business by focusing on our highly contracted assets, long-term relationships with high quality customers, fee-based cash flows and multi-year minimum revenue commitments. We generate revenue from customers who pay us fees based on the volume of terminal capacity contracted for, volume of products throughput at our terminals or volume of products transported in our pipelines.

Attract additional volumes and products to our systems. We intend to attract new volumes of refined products, renewable products, crude oil and specialty chemicals to our systems and terminals from existing and new customers by leveraging our asset base, continuing to provide superior customer service and through aggressively marketing our services to additional customers in our areas of operation. We have limited available capacity at certain terminal locations and our terminal facilities that have traditionally handled refined products are also well-positioned to service other products, including renewable products; as a result, we can accommodate additional volumes and varying products at a minimal incremental cost.

Capitalize on organic growth opportunities associated with our existing assets. We continually seek to identify and evaluate economically attractive organic expansion and asset enhancement opportunities that leverage our existing asset footprint and strategic relationships with our customers. We intend to focus on projects that can be completed at a relatively low cost, that have potential for attractive returns, and that are responsive to changes in customer demand, including as it may relate to an increased demand for renewable products storage capacity and terminaling services.

Maintain a disciplined financial policy. We will continue to pursue a disciplined financial policy by maintaining a prudent capital structure, managing our exposure to interest rate risk and conservatively managing our cash reserves. We believe this conservative capital structure will allow us to consider attractive growth projects and acquisitions even in challenging commodity price or capital market environments.

Pursue strategic and accretive acquisitions. We plan to pursue accretive acquisitions of high quality, critical energy infrastructure assets that are complementary to our existing asset base or that provide attractive returns in new operating regions or business lines. We will pursue acquisitions in our areas of operation that we believe will allow us to realize operational efficiencies by capitalizing on our existing infrastructure, personnel and customer relationships. We will also seek acquisitions in new geographic areas or new but related business lines to the extent that we believe we can utilize our operational expertise to enhance our business with these acquisitions.

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Competitive Conditions

We face competition from other terminals and pipelines that may be able to supply our customers with integrated terminaling and transportation services on a more competitive basis. We compete with national, regional and local terminal and transportation companies, including the major integrated oil companies, of widely varying sizes, financial resources and levels of experience. In particular, our ability to compete could be harmed by factors we cannot control, including:

●

price competition from terminal and transportation companies, some of which are substantially larger than we are and have greater financial resources, and control substantially greater storage capacity, than we do;

●

the perception that another company can provide better service; and

●

the availability of alternative supply points, or supply points located closer to our customers’ operations.

We also compete with national, regional and local terminal and transportation companies for acquisition and expansion opportunities. Some of these competitors are substantially larger than us and have greater financial resources and lower costs of capital than we do.

Significant Customer Relationships

We generate revenue from our terminal operations by charging fees for providing integrated terminaling, transportation and related services. In addition, our Tacoma, Washington terminal sells refined and renewable products to major fuel producers and marketers in the Pacific Northwest. We have several significant customer relationships. Our top 10 customers made up approximately 73% of the total revenue for the year ended December 31, 2025.

Terminals and Pipeline Control Operations

The pipelines we own or operate are operated via optical fiber, wireless and wide area network communication systems from a central control room located in Roswell, Georgia. This control room serves as the primary operations center for pipeline monitoring and control activities.

The control center uses Supervisory Control and Data Acquisition, or SCADA, systems. Our control center is equipped with computer systems designed to continuously monitor pipeline operational data, including product throughput, flow rates and pressures. In addition, the control center monitors alarms and throughput balances. The control center operates remote pumps, motors and valves associated with the delivery and receipt of refined products. The computer systems are designed to enhance leak-detection capabilities, sound automatic alarms if operational conditions outside of pre-established parameters occur and provide for remote-controlled shutdown of pumping operations. Pump stations and meter-measurement points along the pipeline are linked by high-speed communication systems for remote monitoring and control. Our Collins terminal contains full back-up/redundant disaster recovery systems covering all of our SCADA systems.

In addition, certain terminal operational and transactional activities at our terminals are monitored, and operational support is provided, from this control room or other areas within the Roswell office.

Government Regulation and Environmental Matters

Our business is subject to various federal, state, and local laws and regulations, including relating to protection of the environment. We are committed to complying with these laws and regulations. To date, such compliance has not had a material adverse effect on our business, financial position, results of operations, liquidity, or competitive position.

Regulation. We are subject to regulation by the Department of Transportation Office of Pipeline and Hazardous Materials Safety Administration, or PHMSA, including the Pipeline Inspection, Protection, Enforcement and Safety Acts of 2002, 2006, 2011, 2016 and 2020, or PIPES and comparable state statutes relating to the design, installation, testing, construction, operation, replacement and management of the pipeline facilities we operate or own. PIPES covers

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petroleum and petroleum products pipelines and requires any entity that owns or operates such pipeline facilities to comply with certain regulations, to permit access to and copying of records, and to submit certain reports and provide information as required by the Secretary of Transportation. We believe that we are in material compliance with PIPES and the regulations promulgated thereunder.

PHMSA has promulgated regulations that require qualification of pipeline personnel. These regulations require pipeline operators to develop and maintain a written qualification program for individuals performing covered tasks on pipeline facilities. The intent of these regulations is to ensure a qualified workforce and to reduce the probability and consequence of incidents caused by human error. The regulations establish qualification requirements for individuals performing covered tasks and amend certain training requirements in existing regulations. We believe that we are in material compliance with these PHMSA regulations.

PHMSA regulations also require pipeline operators to develop and implement damage prevention and public awareness programs intended to enhance pipeline safety, including education and outreach to affected communities, excavators and emergency responders. We have implemented damage prevention and public awareness programs in accordance with applicable PHMSA regulations, and we believe that we are in material compliance with these regulations.

We also are subject to PHMSA regulations applicable to High Consequence Areas, or HCAs, for Category 2 pipeline systems (companies operating less than 500 miles of jurisdictional pipeline). These regulations specify how to assess, evaluate, repair and validate the integrity of pipeline segments that could impact populated areas, areas unusually sensitive to environmental damage and commercially navigable waterways, in the event of a release. The pipelines we own or manage are subject to these requirements. The regulations require an integrity management program that utilizes internal pipeline inspection, pressure testing, or other equally effective means to assess the integrity of pipeline segments in HCAs. The program requires periodic review of pipeline segments in HCAs to ensure adequate preventative and mitigating measures exist. Through this program, we evaluate a range of threats to each pipeline segment’s integrity by analyzing available information about the pipeline segment and consequences of a failure in an HCA. The regulations require prompt action to address integrity issues raised by the assessment and analysis. We have completed baseline assessments for all segments and believe that we are in material compliance with these PHMSA regulations. In October 2019, PHMSA submitted three major rules to the Federal Register, including rules focused on the safety of hazardous liquid pipelines and enhanced emergency order procedures. The safety of hazardous liquid pipelines rule extended leak detection requirements to all non-gathering hazardous liquid pipelines and requires operators to inspect affected pipelines following extreme weather events or natural disasters to address any resulting damage. This rule took effect on July 1, 2020. The enhanced emergency procedures rule focuses on increased emergency safety measures. In particular, this rule increases the authority of PHMSA to issue an emergency order that addresses unsafe conditions or hazards that pose an imminent threat to pipeline safety. This rule took effect on December 2, 2019. We believe that we are in material compliance with these PHMSA rules.

Our terminals also are subject to various state regulations regarding our storage of product in aboveground storage tanks. These regulations require, among other things, registration of tanks, financial assurances and inspection and testing, consistent with the standards established by the American Petroleum Institute. We believe that we are in material compliance with these above ground storage tank regulations.

We also are subject to the requirements of the federal Occupational Safety and Health Act, or OSHA, and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard, the United States Environmental Protection Agency, or EPA, community right-to-know regulations under Title III of the Federal Superfund Amendment and Reauthorization Act, and comparable state statutes require us to organize and disclose information about the hazardous materials used in our operations. Certain parts of this information must be reported to employees, state and local governmental authorities and local citizens upon request. We believe that we are in material compliance with OSHA and state requirements, including general industry standards, record keeping requirements and monitoring of occupational exposures.

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In general, we expect to increase our expenditures during the next decade to comply with higher industry and regulatory safety standards such as those described above. Although we cannot estimate the magnitude of such expenditures at this time, we do not believe that they will have a material adverse impact on our results of operations.

Environmental Matters. Our operations are subject to stringent and complex laws and regulations pertaining to health, safety and the environment. As an owner or operator of product terminals and pipelines, we must comply with these laws and regulations at federal, state and local levels. These laws and regulations can restrict or impact our business activities in many ways, such as:

●

requiring remedial action to mitigate releases of hydrocarbons, hazardous substances or wastes caused by our operations or attributable to former operators;

●

requiring capital expenditures to comply with environmental control requirements; and

●

enjoining the operations of facilities deemed in non-compliance with permits issued pursuant to such environmental laws and regulations.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of orders enjoining future operations. Certain environmental statutes impose strict, joint and several liability for costs required to cleanup and restore sites where hydrocarbons, hazardous substances or wastes have been released or disposed of. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hydrocarbons, hazardous substances or other wastes into the environment.

The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment. As a result, there can be no assurance as to the amount or timing of future expenditures that may be required for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate. We try to anticipate future regulatory requirements that may affect our operations and to plan accordingly to comply with and minimize the costs of such requirements.

We believe that the various environmental activities in which we are presently engaged are not expected to materially interrupt or diminish our operational ability. We cannot assure, however, that future events, such as changes in existing laws, the promulgation of new laws, or the development or discovery of new facts or conditions will not cause us to incur significant costs. The following is a discussion of certain potential material environmental concerns that relate to our business.

Water. The Federal Water Pollution Control Act of 1972, renamed and amended as the Clean Water Act or CWA, imposes strict controls against the discharge of pollutants, including oil and its derivatives into navigable waters. The discharge of pollutants into regulated waters is prohibited except in accordance with the regulations issued by the EPA or the applicable state. We are subject to various types of storm water discharge requirements at our terminals. The EPA and a number of states have adopted regulations that require us to obtain permits to discharge storm water run-off from our facilities. Such permits may require us to monitor and sample the effluent from our operations. The cost involved in obtaining and renewing these storm water permits is not material. We believe that we are in material compliance with effluent limitations at our facilities and with the CWA generally.

The CWA provides penalties for any discharges of petroleum products in reportable quantities and imposes substantial potential liability for the costs of removing an oil or hazardous substance spill. State laws for the control of water pollution also provide for various civil and criminal penalties and liabilities in the event of a release of petroleum or its derivatives in surface waters or into the groundwater. Spill prevention control and countermeasure requirements of federal laws require, among other things, appropriate containment be constructed around product storage tanks to help prevent the contamination of navigable waters in the event of a product tank spill, rupture or leak.

The primary federal law for oil spill liability is the Oil Pollution Act of 1990, as amended, or OPA, which addresses three principal areas of oil pollution—prevention, containment and cleanup. It applies to vessels, offshore

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platforms, and onshore facilities, including terminals, pipelines and transfer facilities. In order to handle, store or transport oil, facilities are required to file oil spill response plans with the United States Coast Guard, the Office of Pipeline Safety and/or the EPA. Numerous states have enacted laws similar to OPA and require similar or additional prevention and response plans. Under OPA and similar state laws, responsible parties for a regulated facility from which oil is discharged may be liable for removal costs and natural resources damages. We believe that we are in material compliance with regulations pursuant to OPA and similar state laws.

Contamination resulting from spills or releases of products is an inherent risk in the petroleum terminal and pipeline industry. To the extent that groundwater contamination requiring remediation exists around the facilities we own as a result of past operations, we believe any such contamination is being controlled or remedied without having a material adverse effect on our financial condition. However, such costs can be unpredictable and are site specific and, therefore, the effect may be material in the aggregate.

Air Emissions. Our operations are subject to the federal Clean Air Act, or CAA, and comparable state and local statutes. The CAA requires most industrial operations in the United States to incur ongoing expenditures to meet the air emission control standards that are developed and implemented by the EPA and state environmental agencies. These laws and regulations regulate emissions of air pollutants from various industrial sources, including our operations, and also impose various monitoring and reporting requirements. Such laws and regulations may require a facility to obtain pre-approval for the construction or modification of certain projects or assets expected to produce air emissions or result in the increase of existing air emissions. Accordingly, such facilities must obtain and strictly comply with air permits containing requirements.

Most of our terminaling operations require air permits. These operations generally include volatile organic compound emissions (primarily hydrocarbons) associated with truck loading activities and tank working and breathing losses. The sources of these emissions are strictly regulated through the permitting process. Such regulation includes stringent control technology and extensive permit review with periodic renewal. The cost involved in obtaining and renewing these permits is not material.

Moreover, our facilities that emit volatile organic compounds or nitrogen oxides and are located in ozone non-attainment areas face increasingly stringent regulations, including requirements to install various levels of control technology on sources of pollutants. We believe that we are in material compliance with existing standards and regulations pursuant to the CAA and similar state and local laws, and we do not anticipate that implementation of additional regulations will have a material adverse effect on us.

Certain states are currently considering additional proposed legislation directed at reducing “greenhouse gas emissions.” It is not possible at this time to predict how future legislation that may be enacted to address greenhouse gas emissions would impact our operations. We believe we are in material compliance with existing federal and state greenhouse gas reporting regulations. Although future laws and regulations could result in increased compliance costs or additional operating restrictions, they are not expected to have a material adverse effect on our business, financial position, results of operations and cash flows.

Hazardous and Solid Waste. Our operations are subject to the Federal Resource Conservation and Recovery Act, as amended, or RCRA, and comparable state laws, which impose detailed requirements for the handling, storage, treatment, and disposal of hazardous and solid waste. Our terminal facilities are routinely classified by the EPA as Very Small Quantity Generators. Our terminals do not generate hazardous waste except in isolated and infrequent cases. At such times, only third party disposal sites which have been audited and approved by us are used. Our operations also generate solid wastes that are regulated under state law or the less stringent solid waste requirements of RCRA. We believe that we are in material compliance with the existing requirements of RCRA and similar state and local laws, and the cost involved in complying with these requirements is not material.

Site Remediation. The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or CERCLA, also known as the “Superfund” law, and comparable state laws impose liability without regard to fault or the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances into the environment. Such classes of persons include the current and past owners or operators of sites where

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a hazardous substance was released, and companies that disposed or arranged for disposal of hazardous substances at offsite locations such as landfills. In the course of our operations we will generate wastes or handle substances that may fall within the definition of a “hazardous substance.” CERCLA authorizes the EPA and, in some cases, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. Under CERCLA, we could be subject to joint and several liability for the costs of cleaning up and restoring sites where hazardous substances have been released, for damages to natural resources and for the costs of certain health studies. We believe that we are in material compliance with the existing requirements of CERCLA.

We currently own, lease, or operate numerous properties and facilities that for many years have been used for industrial activities, including product terminaling operations. Hazardous substances, wastes, or hydrocarbons may have been released on or under the properties owned or leased by us, or on or under other locations where such substances have been taken for disposal. In addition, some of these properties have been operated by third parties or by previous owners whose treatment and disposal or release of hazardous substances, wastes, or hydrocarbons, was not under our control. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove previously disposed substances and wastes (including substances disposed of or released by prior owners or operators) or remediate contaminated property (including groundwater contamination, whether from prior owners or operators or other historic activities or spills).

In connection with our acquisition of the Florida, Midwest, Brownsville, Texas, River and Southeast terminals and facilities, a third party contractually agreed to and has indemnified us against certain potential environmental claims, losses and expenses. Based on our current knowledge, we expect that the active remediation projects subject to the benefit of this indemnification obligation are winding down and will not involve material additional claims, losses, and expenses.

Endangered Species Act. The Endangered Species Act restricts activities that may affect endangered or threatened species or their habitats. While some of our facilities are in regions that may be designated as habitat for endangered or threatened species, we believe that we are in material compliance with the Endangered Species Act. However, the discovery of previously unidentified endangered or threatened species could cause us to incur additional costs or become subject to operating restrictions or bans in the affected area.

Operational Hazards and Insurance. Our terminal and pipeline facilities may experience damage as a result of an accident or natural disaster. These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations. We maintain insurance of various types that we consider adequate to cover our operations, properties and loss of income at specified locations. Coverage for domestic acts of terrorism as defined in Terrorism Risk Insurance Program Reauthorization Act 2007 are covered under certain of our casualty insurance policies.

The insurance covers all of our facilities in amounts that we consider to be reasonable. The insurance policies are subject to deductibles that we consider reasonable and not excessive. Our insurance does not cover every potential risk associated with operating terminals, pipelines and other facilities. Consistent with insurance coverage generally available to the industry, our insurance policies provide limited coverage for losses or liabilities relating to pollution, with broader coverage for sudden and accidental occurrences.

Climate Change. The concern over climate change continues to attract considerable attention in the United States and around the globe. As a result, numerous proposals have been advanced and are likely to continue to be initiated at the international, national, regional and state levels of government to monitor and limit emissions of greenhouse gases or GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes and GHG reporting and tracking programs, vehicle efficiency standards, electric vehicle mandates, and regulations that directly limit GHG emissions from certain sources. These proposals and future legislation could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels, which could in turn reduce demand for our customer’s products, and our services, and adversely affect our business and results of operations.

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Domestically, federal and state legislative and regulatory initiatives have attempted to and will likely continue to address climate change and control or limit greenhouse gas emissions. A number of states, including states in which we operate such as California and Washington, have enacted or passed measures to track and reduce emissions of greenhouse gases, primarily through the planned development of greenhouse gas emission inventories and regional greenhouse gas cap-and-trade programs and establish vehicle efficiency standards and electric vehicle mandates.

In December 2015, over 190 countries, including the United States, reached an agreement to reduce global greenhouse gas emissions (the “Paris Agreement”). The United States withdrew from the Paris Agreement effective January 2026, and during his second term, President Trump mandated the end of the United States’ financial commitments under the UN Framework Convention on Climate Change and revoked the U.S. International Climate Finance Plan. President Trump also issued a series of executive orders upon taking office for his second term; signaling a shift in environmental and energy policy in the United States, including an executive order revoking nearly 80 executive orders issued by President Biden, including those addressing public health and the environment, the climate crisis, and climate-related financial risks.

In August 2022, the United States enacted the Inflation Reduction Act of 2022, which allocated $369 billion to climate change and environmental initiatives, including transportation electrification, fees on and greater regulation of methane emissions, and support for green energy manufacturing programs. In November 2024, the EPA issued a final rule to implement the methane emissions reduction program outlined in the Inflation Reduction Act of 2022 by imposing a “waste emissions charge” on certain petroleum and natural gas sources that are already required to report their emissions under the EPA’s Greenhouse Gas Reporting Program. However, President Trump issued an executive order pausing the disbursement of funds appropriated through the Inflation Reduction Act of 2022 and, in July 2025, Congress passed the One Big Beautiful Bill Act, which eliminated most of the Inflation Reduction Act of 2022’s incentives and delayed the commencement of the “waste emissions charge” by a decade to 2034. Notably, Congress eliminated EPA’s regulations in support of the “waste emissions charge” using the Congressional Review Act effective on March 14, 2025, and as of September 12, 2025, EPA has proposed both to suspend the Greenhouse Gas Reporting Program for oil and gas sources until 2034 and to eliminate such reporting for all other sources. Most recently, on February 12, 2026, the EPA issued a final rule eliminating both the 2009 greenhouse gas endangerment finding, which underpins U.S. federal regulation of greenhouses gas emissions under the Clean Air Act, and all subsequent federal greenhouse gas emissions standards for all vehicles and engines of model years 2012 through 2027 and beyond. The final rule is expected to be subject to extensive litigation, and the impact of such scaling back is difficult to predict at this time. The impact to our industry and our current and future operations, more broadly due to climate change and greenhouse gas regulation, is also unknown at this time.

On October 7, 2023, California signed into law two climate disclosure bills that will impose reporting obligations on companies doing business in California—SB 253, the Climate Corporate Data Accountability Act and SB 261, Greenhouse Gases: Climate-Related Financial Risk. While SB 253 is now in effect, the U.S. Court of Appeals for the Ninth Circuit issued a temporary injunction against SB 261, halting the original January 1, 2026, compliance deadline. On March 6, 2024, the Securities and Exchange Commission issued a final rule that would enhance and standardize climate-related disclosures for investors. The rule is currently stayed pending resolution of various legal challenges, and in March 2025, the Securities and Exchange Commission voted to end its defense of the rule. We are still evaluating the impact of the final rule on the Company; however, such rules at the federal and state level could increase our costs to operate and maintain our facilities by, for example, requiring that we measure and report our emissions, install new emission controls at our facilities, acquire allowances to authorize our emissions, pay taxes related to our emissions and administer and manage an emissions program, among other possible measures. We may be unable to include some or all of these increased costs in the fees we charge to our customers and any such recovery may depend on events beyond our control, including the provisions of any final legislation or implementing regulations.

Climatic events in the areas in which we operate, whether from climate change or otherwise, can cause disruptions, and in some cases, delays in, or suspension of, our services. These events, including but not limited to storms, drought, wildfire, extreme temperatures or flooding, may become more intense or more frequent as a result of climate change and could impact our operations, including damages to our facilities. As a result of losses sustained at our facilities, in the energy industry, or in the geographies where our facilities are located, we may experience increased insurance costs, or difficulty obtaining adequate insurance coverage. Extreme weather events could cause damage to our

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facilities that may exceed our insurance coverage and our financial condition and results of operations could be adversely affected.

Tariff Regulation. The Razorback pipeline, which runs between Mount Vernon, Missouri and Rogers, Arkansas and the Diamondback pipeline, which runs between Brownsville, Texas and the United States/Mexico border, transport petroleum products subject to regulation by the FERC under the Interstate Commerce Act and the Energy Policy Act of 1992 and rules and orders promulgated under those statutes. We expect to recommission the Diamondback Pipeline and resume operations on both the 8” pipeline, providing gasoline service thereon, and the previously idle 6” pipeline, providing diesel service thereon, when our customer obtains all the necessary approvals from the Mexican government, and have previously filed revised tariffs with the FERC to support such activities. FERC regulation requires that the rates of pipelines providing interstate service, such as the Razorback and Diamondback pipelines, be filed at FERC and posted publicly, and that these rates be “just and reasonable” and nondiscriminatory. Rates are currently regulated by the FERC primarily through an index methodology, whereby a pipeline is allowed to change its rates based on the change from year to year in the Producer Price Index for Finished Goods (PPI-FG). In January 2022, in response to rising inflation and a rehearing proceeding, the FERC set the new index at PPI-FG minus 0.21% for the five-year period extending through June 2026, and ordered pipelines to recalculate their rate ceiling levels effective March 1, 2022 (the “Rehearing Order”). FERC’s Rehearing Order was challenged and, in July 2024, vacated by the D.C. Circuit, which ruled that FERC violated federal law by modifying the index without following prescribed notice and comment procedures. As a result, the D.C. Circuit vacated the Rehearing Order and, in September 2024, FERC reinstated the index that existed prior to the Rehearing Order (which FERC set at PPI-FG plus 0.78% in December 2020). In September 2024, FERC also directed oil and liquids pipelines to use revised index multipliers to recompute their index ceiling levels, setting the revised index multiplier for the time period from July 1, 2024 to June 30, 2025, at 1.022547 (effectively allowing oil and liquids pipelines to increase their index ceiling levels by approximately 2.25%). Subsequently, in October 2024, FERC issued a Supplemental Notice of Proposed Rulemaking that proposes to reduce the currently effective index by 1%, effectively opening the way to reimplementation through a notice-and-comment rulemaking of the same rulings that FERC could not make through the Rehearing Order. In November 2025, FERC approved limited relief for pipelines affected by the overturned Rehearing Order, allowing those pipelines to recover applicable rate differences from March 1, 2022, to September 17, 2024. Concurrently with that order, FERC withdrew the October 2024 Supplemental Notice of Proposed Rulemaking proposing to amend the index level for the remainder of the five-year period that began July 1, 2021, and concludes June 30, 2026. Also in November 2025, FERC issued a Notice of Proposed Rulemaking proposing to set the new index at PPI-FG minus 1.42% for the five-year period commencing July 1, 2026. The outcome of the rulemaking is uncertain at this time. In lieu of the index methodology, interstate pipeline companies may elect to support rate filings by using a cost-of-service methodology, competitive market showings, or actual agreements (that is, negotiated rates agreements) between shippers and the oil pipeline company.

Negotiated Rates. The current rates charged by the Razorback pipeline and, upon recommencement of service, the Diamondback pipeline, are negotiated rates that were established via an agreement with non-affiliated shippers and are not index rates or cost-of-service rates. Therefore, while we continue to monitor FERC’s policy changes with respect to index rates and cost-of-service rates, we do not expect such changes to have an adverse impact on the rates charged by the Razorback and Diamondback pipelines and do not discuss such changes here.

The FERC generally has not investigated interstate oil pipeline rates on its own initiative when those rates have not been the subject of a protest or a complaint by a shipper. A shipper or other party having a substantial economic interest in our rates could, however, challenge our rates. In response to such challenges, the FERC could investigate our rates and require us to modify the amounts charged. In the absence of a challenge to our rates, given our ability to utilize either filed rates as annually indexed or to utilize rates tied to cost of service methodology, competitive market showing, or actual agreements between shippers and us, we do not believe that FERC’s regulations governing oil pipeline ratemaking would have any negative material monetary impact on us unless the regulations were substantially modified in such a manner so as to effectively prevent a pipeline company’s ability to earn a fair return for the shipment of petroleum products utilizing its transportation system, which we believe to be an unlikely scenario.

In addition to being regulated by the FERC, we are required to maintain a Presidential Permit from the United States Department of State to operate and maintain the Diamondback pipeline, because the pipeline transports petroleum

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products across the international boundary line between the United States and Mexico. The Department of State’s regulations do not affect our rates but do require the agency’s approval for the international crossing. We do not believe that these regulations would have any negative material monetary impact on us unless the regulations were substantially modified, which we believe to be an unlikely scenario.

Safety and Maintenance. We perform preventive and normal maintenance on the pipeline and terminal systems we operate or own and make repairs and replacements when necessary or appropriate. We also conduct routine and required inspections of the pipeline and terminal tanks we operate or own as required by code or regulation. External coatings and cathodic protection systems, including impressed current or galvanic systems, are used to protect against external corrosion. We conduct all cathodic protection work in accordance with National Association of Corrosion Engineers standards. We continually monitor, test, and record the effectiveness of these corrosion-inhibiting systems.

We monitor, or require our third party operators to monitor, the structural integrity of all of our PHMSA, regulated pipeline systems. These pipeline systems include the 67-mile Razorback pipeline; a 37-mile pipeline, known as the “Pinebelt pipeline,” that connects our Collins and Purvis, Mississippi bulk storage terminal facilities; approximately 5 miles of various diameter petroleum pipeline in and around Martinez, California; approximately 3 miles of pipeline connected to our Tacoma, Washington terminal; and the Diamondback pipeline consisting of two approximately 16-mile pipelines. The maintenance of structural integrity includes a program of integrity management by us or required by us that conforms to Federal and State regulations and follows industry periodic inspection and testing guidelines. PHMSA requires internal inspections or other integrity testing of all PHMSA-regulated crude oil and refined product pipelines that affect or could affect high consequence areas, or HCA’s. We believe that the pipelines we own and manage are in material compliance with applicable PHMSA inspection requirements.

Maintenance facilities containing equipment for pipe repairs, spare parts, and trained response personnel are located along all of these pipelines. Employees participate in simulated spill response and deployment exercises on a regular basis. They also participate in actual spill response boom deployment exercises in planned spill scenarios in accordance with Oil Pollution Act of 1990 requirements. We believe that the pipelines we own and manage have been constructed and are maintained in all material respects in accordance with applicable federal, state, and local laws and the regulations and standards prescribed by the American Petroleum Institute, PHMSA, and accepted industry practice.

At our terminals, tanks designed for gasoline (or other high vapor pressure products) storage are equipped with internal or external floating roofs or alternative vapor control devices designed to minimize emissions and reduce the accumulation of potentially flammable vapor mixtures from accumulating within the tank vapor space. Our terminal facilities operate with all required facility response plans, spill prevention and control plans, and other plans and programs to respond to emergencies.

Many of our terminal loading racks are protected with fire protection systems, which may include foam-based or other suppression systems, activated by either heat sensors or an emergency switch. Many of our storage tanks are also protected by fire protection systems, including foam-based systems where appropriate, that are activated in the event of a fire.

Title to Properties

The Razorback, Pinebelt, Tacoma and Diamondback pipelines are generally constructed on easements and rights-of-way granted by the apparent record owners of the property and in some instances these grants are revocable at the election of the grantor. Several rights-of-way for the Razorback pipeline and other real property assets are shared with other pipelines and other assets owned by third parties. In many instances, lands over which rights-of-way have been obtained are subject to prior liens that have not been subordinated to the right-of-way grants. We have obtained permits from public authorities to cross over or under, or to lay facilities in or along, watercourses, county roads, municipal streets, and state highways and, in some instances, these permits are revocable at the election of the grantor. We have also obtained permits from railroad companies to cross over or under lands or rights-of-way, many of which are also revocable at the grantor’s election. In some cases, property for pipeline purposes was purchased in fee.

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Some of the leases, easements, rights-of-way, permits, licenses and franchise ordinances transferred to us will require the consent of the grantor to transfer these rights, which in some instances is a governmental entity. We have obtained sufficient third-party consents, permits, and authorizations for the transfer of the facilities necessary for us to operate our business in all material respects as described in this Annual Report. With respect to any consents, permits, or authorizations that have not been obtained, we believe that these consents, permits, or authorizations will be obtained, or that the failure to obtain these consents, permits, or authorizations would not have a material adverse effect on the operation of our business.

We believe that we have satisfactory title to all of our assets. Although title to these properties is subject to encumbrances in some cases, such as customary interests generally retained in connection with acquisition of real property, liens that can be imposed in some jurisdictions for government-initiated action to cleanup environmental contamination, liens for current taxes and other burdens, and easements, restrictions and other encumbrances to which the underlying properties were subject at the time of our acquisition, we believe that none of these burdens should materially detract from the value of these properties or from our interest in these properties or should materially interfere with their use in the operation of our business.

Human Capital Management

Employees. Our executive officers are employed by TransMontaigne Management Company, LLC (“TMC”), a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates. All other employees who provide services to the Company are employed by our subsidiary, TLP Management Services L.L.C. (“TMS”). TMS provides certain payroll functions and maintains all employee benefits programs on behalf of TMC pursuant to a services agreement between TMC and TMS. As of February 28, 2026, we had approximately 537 employees.

Attracting, Retaining and Developing Personnel. We face a competitive talent environment, including having an aging workforce. Maintaining appropriate headcount levels is critical to the operation of our terminals and other assets. To attract and retain a successful workforce, we study market trends, benchmarking the attractiveness of our employee value proposition, and analyzing retention data. We also focus on driving employee engagement, which is key to increasing employee productivity, retention, and safety. We take a data-centric approach, including the use of surveys among management and our employee population, to identify new initiatives that will help boost engagement, employee satisfaction and drive business results. We provide a competitive pay and benefits package that is designed to attract and retain a skilled and diverse workforce.

Employee Safety and Training. Employee health and safety and community safety are at the core of our operating principles. We are continuously monitoring and seeking to improve our safety performance. We measure this performance by tracking internal metrics such as incident rates. Our internal safety-audit program incorporates a risk based, terminal specific design that helps to ensure our continuous compliance with safety regulations and industry standards. We provide terminal personnel with ongoing facility operations training, including terminal specific requirements and ongoing safety compliance training, and we recognize our terminal employees with annual safety awards. All accident, incident, injury/lost-time and near-miss events are investigated and reviewed by our dedicated safety and health department and reported to executive management and, as applicable, to terminal managers, vendors, and employees. We use this investigation, review and reporting to translate events into safety/operational enhancements, policy changes, training, or discipline, in each case as appropriate, to mitigate the potential for recurrence. We have been recognized by the International Liquids Terminals Association (ILTA) multiple times for safety excellence.

Employee Development and Retention. We also emphasize developing personnel in connection with employee attraction and retainage efforts, as well as in connection with the efficient operation of our business. We provide a range of developmental programs, opportunities, skills, and resources for our employees to work safely and be successful in their careers. For example, we have a formalized terminal manager training and career advancement process to develop and promote talent from within. We provide hands-on training and simulation training designed to improve training effectiveness and safety outcomes. We also use modern learning and performance technologies to offer robust professional growth opportunities. Through on-demand digital course

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offerings, custom-built learning paths, and performance-management tools, our platforms deliver a contemporary, convenient, and inclusive approach to professional development.

Finally, we are committed to recruiting the most qualified, talented, and diverse people. We strive to create a diverse, equitable, and inclusive workplace where a wide range of perspectives and experiences are represented, valued, and empowered to thrive. Over one-third of our workforce is represented by minority populations, while nearly one-third of our senior management team consists of women. While our current workforce reflects a broad range of backgrounds and experiences, we continue to focus our recruiting on building an even more diverse workforce.

Sustainability Report

We voluntarily publish a Sustainability Report, which describes our sustainability vision, energy-efficiency initiatives, handling of renewable fuels, environmental and safety programs, greenhouse gas emissions programs, community commitment and involvement, safety, cybersecurity, employee development and training, governance, ethics, diversity and inclusion and risk management. Our Sustainability Report can be viewed at the “Sustainability” section of our website at www.transmontaignepartners.com. Our Sustainability Report and the information contained on our website are not part of this Annual Report on Form 10-K, are not deemed filed with the SEC and are not to be incorporated by reference into any of our filings under the Securities Act of 1934.

Available Information

We file annual, quarterly, and current reports with the SEC under the Securities Exchange Act of 1934. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The public can obtain any documents that we file at http://www.sec.gov.

In addition, our annual reports on Form 10-K, as well as our quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to all of the foregoing reports, are made available free of charge on or through the “SEC Filings” section of our website at www.transmontaignepartners.com as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.

ITEM 1A. RISK FACTORS

Our business, operations and financial condition are subject to various risks. You should carefully consider the following risk factors together with all of the other information set forth in this Annual Report, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” in connection with any investment in our securities. If any of the following risks actually occurs, our business, financial condition, results of operations or cash flows could be materially adversely affected, which could result in investors in our securities losing all or part of their investment.

Risks Inherent in Our Business

We depend upon a relatively small number of customers for a substantial majority of our revenue. A substantial reduction of revenue from one or more of these customers would have a material adverse effect on our financial condition and results of operations.

We expect to derive a substantial majority of our revenue from several significant customers for the foreseeable future. If our customers choose not to renew existing contracts or we are unable to timely re-contract our available capacity at favorable rates, then our revenue and cash flow would decline. Events that adversely affect the business operations of any one or more of our significant customers may adversely affect our financial condition or results of operations. Therefore, we are indirectly subject to the business risks of our significant customers, many of which are similar to the business risks we face. For example, a material decline in refined petroleum product supplies available to our customers, a material decline in the demand for the products that our customers market and distribute, or a

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significant decrease in our customers’ ability to negotiate marketing contracts on favorable terms, could result in a material decline in the use of our tank capacity or throughput of product at our terminal facilities, which would likely cause our revenue and results of operations to decline. In addition, if any of our significant customers were unable to meet their contractual commitments to us for any reason, then our revenue and cash flow would decline.

We are exposed to the credit risks of our significant customers which could affect our creditworthiness. Any material nonpayment or nonperformance by such customers could also adversely affect our financial condition and results of operations.

We have various credit terms with virtually all of our customers, and our customers have varying degrees of creditworthiness. Although we evaluate the creditworthiness of each of our customers, we may not always be able to fully anticipate or detect deterioration in their creditworthiness and overall financial condition, which could expose us to risks of loss resulting from nonpayment or nonperformance by our significant customers. Some of our significant customers may be highly leveraged and subject to their own operating and regulatory risks. Any material nonpayment or nonperformance by our significant customers could require us to pursue substitute customers for our affected assets or provide alternative services. There can be no assurance that any such efforts would be successful or would provide similar revenue. These events could adversely affect our financial condition and results of operations.

Our continued expansion programs may require access to additional capital. Tightened capital markets or more expensive capital could impair our ability to maintain or grow our operations.

Our primary liquidity needs are to fund our approved capital projects and future expansion. Our revolving credit facility provides for a maximum borrowing line of credit equal to $150 million. At December 31, 2025, our outstanding borrowings under the revolving credit facility were $nil. At December 31, 2025, the capital expenditures to complete the approved additional investments and expansion capital projects are estimated to be approximately $15 million. We expect to fund our future investments and expansion capital expenditures with cash flows from operations and borrowings under our revolving credit facility. If we cannot obtain adequate financing to complete the approved investments and capital projects while maintaining our current operations, we may not be able to continue to operate our business as it is currently conducted.

Moreover, our long term business strategies include acquiring additional energy-related terminaling and transportation facilities and further expansion of our existing terminal capacity. We will need to raise additional funds to grow our business and implement these strategies. We anticipate that such additional funds may be raised through equity contributions from ArcLight or debt financings depending on the circumstances. Any equity contributions or debt financing, if available at all, may not be on terms that are favorable to us. Limitations on our access to capital could result from events or causes beyond our control, and could include, among other factors, significant increases in interest rates, increases in the risk premium required by investors, generally or for investments in energy-related companies, decreases in the availability of credit or the tightening of terms required by lenders. If we cannot obtain adequate financing, we may not be able to fully implement our business strategies, and our business, results of operations and financial condition would be adversely affected.

Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.

As of December 31, 2025, we had total long-term debt of $1.421 billion and we had an unused borrowing base availability of $150 million under our revolving credit facility. Our level of debt could have important consequences to us. For example our level of debt could:

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impair our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes;

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require us to dedicate a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations and future business opportunities;

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make us more vulnerable to competitive pressures, changes in interest rates or a downturn in our business or the economy generally; or

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limit our flexibility in responding to changing business and economic conditions.

If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, capital expenditures, investments or acquisitions, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We may not be able to affect any of these actions on satisfactory terms, or at all.

Restrictive covenants in our senior secured term loans and revolving credit facility, the indenture governing our senior notes and future debt instruments may limit our ability to respond to changes in market conditions or pursue business opportunities.

Our senior secured term loans and revolving credit facility and the indenture governing our senior notes contain, and the terms of any future indebtedness may contain, restrictive covenants that limit our ability to, among other things:

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incur or guarantee additional debt;

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make distributions under certain circumstances;

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make certain investments and acquisitions;

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incur certain liens or permit them to exist;

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enter into certain types of transactions with affiliates;

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merge or consolidate with another company or undergo a change in control; and

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transfer, sell or otherwise dispose of assets.

Our senior secured term loans and revolving credit facility also contain covenants requiring us to maintain certain financial ratios and tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and there is no assurance that that we will meet any such ratios and tests.

The provisions of our senior secured term loans and revolving credit facility may affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of our debt agreements could result in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and our security-holders could experience a partial or total loss of their investment. Please read “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face.

Subject to the restrictions in the instruments governing our outstanding indebtedness, we may incur substantial additional indebtedness (including secured indebtedness) in the future. Although the instruments governing our outstanding indebtedness do contain restrictions on the incurrence of additional indebtedness, these restrictions will be subject to waiver and a number of significant qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial. As of December 31, 2025, we had additional borrowing capacity of $150 million under our revolving credit facility, all of which would be secured if borrowed.

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Any increase in our level of indebtedness will have several important effects on our future operations, including, without limitation:

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we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;

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increases in our outstanding indebtedness and leverage will increase our vulnerability to adverse changes in general economic and industry conditions, such as interest rates, as well as to competitive pressure; and

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depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for working capital, capital expenditures and general company purposes may be limited.

The obligations of our customers under their terminaling services agreements may be reduced or suspended in some circumstances, which would adversely affect our financial condition and results of operations.

Our agreements with our customers provide that, if any of a number of events occur, which we refer to as events of force majeure, and the event renders performance impossible with respect to a facility, usually for a specified minimum period of days, our customer’s obligations could be temporarily suspended with respect to that facility. Force majeure events include, but are not limited to, wars, acts of enemies, embargoes, import or export restrictions, strikes, lockouts, acts of nature, including fires, storms, floods, hurricanes, explosions and mechanical or physical failures of our equipment or facilities or those of third parties. In the event of a force majeure, a significant customer’s minimum revenue commitment could, depending on the terms of the particular agreement, be reduced or the contract may be subject to termination. As a result, our revenue and results of operations could be materially adversely affected.

A significant portion of our operations are conducted through joint ventures, over which we do not maintain full control and which have unique risks.

A significant portion of our operations are conducted through joint ventures. We are entitled to appoint members to the BOSTCO and Olympic Pipeline Company board of managers and maintain certain rights of approval over significant changes to, or expansion of, BOSTCO’s or Olympic Pipeline Company’s business, however Kinder Morgan serves as the operator of BOSTCO and is responsible for its day-to-day operations and an affiliate of BP serves as the operator of Olympic Pipeline Company and is responsible for its day-to-day operations. Although we serve as the operator of Frontera and SeaPort Midstream, and are responsible for the day-to-day operations of each, there are restrictions and limitations on our authority to take certain material actions absent the consent of our joint venture partner.

With respect to our joint ventures, we share ownership with partners that may not always share our goals and objectives. Differences in views among the partners may result in delayed decisions or failures to agree on major matters, such as large expenditures or contractual commitments, the construction of assets or borrowing money, among others. Delay or failure to agree may prevent action with respect to such matters, even though such action may not serve our best interest or that of the joint venture. Accordingly, delayed decisions and disagreements could adversely affect the business and operations of the joint ventures and, in turn, our business and operations. From time to time, our joint ventures may be involved in disputes or legal proceedings which may negatively affect our investments. Accordingly, any such occurrences could adversely affect our financial condition, operating results and cash flows.

Competition from other terminals and pipelines that are able to supply our customers with storage capacity at a lower price could adversely affect our financial condition and results of operations.

We face competition from other terminals and pipelines that may be able to supply our customers with integrated terminaling services on a more competitive basis. We compete with national, regional and local terminal and pipeline companies, including the major integrated oil companies, of widely varying sizes, financial resources and experience. Our ability to compete could be harmed by factors we cannot control, including:

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price competition from terminal and transportation companies, some of which are substantially larger than us and have greater financial resources and control substantially greater product storage capacity, than we do;

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the perception that another company may provide better service; and

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the availability of alternative supply points or supply points located closer to our customers’ operations.

In addition, our affiliates, including ArcLight, may engage in competition with us. If we are unable to compete with services offered by our competitors, including ArcLight and its affiliates, it could have a material adverse effect on our financial condition, results of operations and cash flows.

Many of our terminal facilities are connected to, and rely on, pipelines owned and operated by third parties for the receipt and distribution of refined petroleum products, and such pipeline operators may compete with us, make changes to their transportation service offerings or their pipeline tariffs, or suffer outages or reduced product transportation, which in each case would adversely affect our financial condition and results of operations.

Our Southeast facilities include 20 active product terminals located along the Plantation and Colonial pipeline systems and primarily receive refined products from Plantation and Colonial on behalf of our customers. In addition, the Collins terminal receives from, delivers to, and transfers refined petroleum products between the Plantation and Colonial pipeline systems. In these instances, we depend on our terminals’ connections to such petroleum pipelines owned and operated by third parties to supply our terminal facilities. Our ability to compete in a particular terminal market could be harmed by factors we cannot control, including changes in pipeline service offerings at one or more of our terminals or changes in pipeline tariffs that make alternative third party terminal locations or different transportation options more attractive to our current or prospective customers.

The FERC regulates the rates the pipeline operators can charge, and the terms and conditions they can offer, for interstate transportation service on refined products pipelines that connect to our terminals. Generally, petroleum products pipelines may change their rates within prescribed levels, which could lead our current or prospective customers to seek alternative delivery methods or destinations. Moreover, we cannot control or predict the amount of refined petroleum products that our customers are able to transport on the third party pipelines connecting into our terminals. The level of throughput on these pipelines can be impacted by a number of factors, including the quality or quantity of refined product produced, pipeline outages or interruptions due to weather-related or other natural causes, competitive forces, testing, line repair, damage, reduced operating pressures or other causes any of which could negatively impact our customers’ shipments to our terminals. As a result our revenue, results of operations and cash flows could be materially adversely affected.

Fluctuations in the price of the products that we purchase and sell could adversely affect our results of operations.

We purchase and sell refined and renewable products, along with associated carbon offsets, at our Tacoma, Washington terminal and maintain limited product inventories to support these activities. We currently do not hedge our exposure to price fluctuations and a significant fluctuation in market prices of refined and renewable products and/or associated carbon offsets could result in losses or lower profits from these sales activities.

Expanding our business by constructing new facilities subjects us to risks that the project may not be completed on schedule and that the costs associated with the project may exceed our estimates or budgeted costs, which could adversely affect our financial condition and results of operations.

The construction of additions or modifications to our existing terminal and transportation facilities, and the construction of new terminals and pipelines, involves numerous regulatory, environmental, political, legal, community and operational uncertainties beyond our control and requires the expenditure of significant amounts of capital. If we undertake these projects, they may not be completed on schedule or at all and may exceed the budgeted cost. If we experience material cost overruns, we would have to finance these overruns using cash from operations, delaying other

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planned projects, incurring additional indebtedness or obtaining additional equity. Any or all of these methods may not be available when needed or may adversely affect our future results of operations and cash flows. Moreover, our revenue may not increase immediately upon the expenditure of funds on a particular project. For instance, if we construct additional storage capacity, the construction may occur over an extended period of time, and we will not receive any material increases in revenue until the project is completed. Moreover, we may construct additional storage capacity to capture anticipated future growth in consumption of products in a market in which such growth does not materialize.

Continued inflationary pressures could negatively impact our financial condition and results of operations.

The operation of our assets and the execution of expansion projects require significant expenditures for materials, property, equipment, labor and services. The continued high inflationary pressures that began during the economic recovery following the COVID-19 pandemic could result in higher operating expenses and project costs for us, as well as higher interest rates, and we may not be able to pass these increased costs on to our customers in the form of higher fees for our services. Changes in price levels that lead to decreases in our revenue or increases in the prices we pay to operate, maintain and expand our assets could adversely affect our business.

Adverse economic conditions periodically result in weakness and volatility, or high interest rates, in the capital markets, that may limit, temporarily or for extended periods, the ability of one or more of our significant customers to secure financing arrangements adequate to purchase their desired volume of product, which could reduce use of our tank capacity and throughput volumes at our terminal facilities and adversely affect our financial condition and results of operations.

Domestic and international economic conditions affect the functioning of capital markets and the availability of credit. Adverse economic conditions periodically result in weakness and volatility in the capital markets, which in turn can limit, temporarily or for extended periods, the credit available, and/or make such credit more costly, to various enterprises, including those involved in the supply and marketing of products. As a result of these conditions, some of our customers may suffer short or long-term reductions in their ability to finance their supply and marketing activities, or may voluntarily elect to reduce their supply and marketing activities in order to preserve working capital. A significant decrease in our customers’ ability to secure financing arrangements adequate to support their historic product throughput volumes could result in a material decline in the use of our tank capacity or the throughput of product at our terminal facilities. We may not be able to generate sufficient additional revenue from third parties to replace any shortfall in revenue from our current customers, which would likely cause our revenue, results of operations and cash flows to decline.

Changes in United States administrative policy, including the imposition of or increases in tariffs on construction materials used in our expansion and maintenance projects, changes to existing trade agreements and any resulting changes in international trade relations, may have an adverse effect on us.

We own and operate terminals and pipelines that may require significant amounts of steel and other construction materials to complete our expansion and maintenance projects and rely on our ability to obtain such materials in a cost effective manner to maintain our net margins. Any imposition of or increase in tariffs on steel and other construction materials could increase our expansion and maintenance project costs, which may adversely impact our return on our expansion projects or cost to operate and maintain our terminals and pipelines. Despite the United States Supreme Court’s February 2026 decision invalidating the tariffs imposed by President Trump under the International Emergency Economic Powers Act (IEEPA), the Trump administration recently implemented new tariffs and signaled an increase in existing tariffs on international goods, including steel and other construction materials. The legality of such tariffs and the ultimate impact of these tariff changes remain unknown at this time. Additionally, changes in United States and foreign government trade policies, including potential modifications to existing trade agreements and further restrictions on free trade, could introduce additional uncertainty and increased inflationary pressures. Any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments or shifts in United States or international trade policies could adversely impact our supply chain and increase costs and could have an adverse effect on our business and results of operations. Moreover, inflationary pressures that follow from these tariffs, trade tensions or changes in trade policies may increase our operating costs and have an adverse impact on our business and results of operations.

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Our business involves many hazards and operational risks, including adverse weather conditions, which could cause us to incur substantial liabilities and increased operating costs.

Our operations are subject to the many hazards inherent in the terminaling and transportation of products, including:

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leaks or accidental releases of products or other materials into the environment, whether as a result of human error or otherwise;

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extreme weather conditions, such as hurricanes, tropical storms and rough seas, which are common along the Gulf Coast, and earthquakes, which are common along the West Coast;

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explosions, fires, accidents, mechanical malfunctions, faulty measurement and other operating errors;

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epidemic or pandemic diseases; or

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acts of terrorism, vandalism, or cyber sabotage.

If any of these events were to occur, we could suffer substantial losses because of personal injury or loss of life, severe damage to and destruction of storage tanks, pipelines and related property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related operations and potentially substantial unanticipated costs for the repair or replacement of property and environmental cleanup. The United States government has issued public warnings indicating that pipelines and other infrastructure assets could be specific targets of terrorist organizations or cyber sabotage events. In addition, if we suffer accidental releases or spills of products at our terminals or pipelines, we could be faced with material third-party costs and liabilities, including those relating to claims for damages to property and persons and governmental claims for natural resource damages or fines or penalties for related violations of environmental laws or regulations. We are not fully insured against all risks to our business and if losses in excess of our insurance coverage were to occur, they could have a material adverse effect on our operations. Furthermore, events like hurricanes can affect large geographical areas which can cause us to suffer additional costs and delays in connection with subsequent repairs and operations because contractors and other resources are not available, or are only available at substantially increased costs following widespread catastrophes.

We are not fully insured against all risks incident to our business and could incur substantial liabilities as a result.

We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased substantially and could escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, our insurance carriers require broad exclusions for losses due to terrorist acts. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial condition. In accordance with typical industry practice, we do not have any property or title insurance on the Razorback and Diamondback pipelines.

Our insurance policies each contain caps on the insurer’s maximum liability under the policy, and claims made by us are applied against the caps. In the event we reach the cap, we would seek to acquire additional insurance in the marketplace; however, we can provide no assurance that such insurance would be available or if available, at a reasonable cost.

A significant decrease in demand for refined products due to alternative fuel sources, new technologies or adverse economic conditions, including rising fuel prices, may cause one or more of our significant customers to reduce their use of our tank capacity and throughput volumes at our terminal facilities, which would adversely affect our financial condition and results of operations.

Market uncertainties, adverse economic conditions or lack of consumer confidence, in each case, may result in lower consumer spending on gasolines, distillates and travel, and higher prices of refined products could cause a

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reduction in demand for refined products, which could result in a material decline in the use of our tank capacity or throughput of product at our terminal facilities. Additionally, the volatility in the price of refined products may render our customers’ hedging activities ineffective, which could cause one or more of our significant customers to decrease their supply and marketing activities in order to reduce their exposure to price fluctuations.

Additional factors that could lead to a decrease in market demand for refined products include:

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an increase in the market price of crude oil that leads to higher refined product prices;

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higher fuel taxes or other governmental or other regulatory actions that increase, directly or indirectly, the cost of gasolines or other refined products;

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a shift by consumers to more fuel-efficient or alternative fuel vehicles or an increase in fuel economy, whether as a result of technological advances by manufacturers, legislation proposing to mandate higher fuel economy, rising fuel prices or otherwise;

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an increase in the use of alternative fuel sources, such as ethanol, biodiesel, fuel cells and solar, electric and battery-powered engines (although, we do handle or would be capable of handling many renewable products at most of our terminal facilities); or

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events that impact global market demand in a way that is not presently possible to predict, including impacts from global or regional conflicts, including the recent conflict involving the U.S. and Israel in Iran and global health epidemics and concerns.

Mergers between our existing customers and our competitors could provide strong economic incentives for the combined entities to utilize their existing systems instead of ours in those markets where the systems compete. As a result, we could lose some or all of the volumes and associated revenues from these customers and we could experience difficulty in replacing those lost volumes and revenues.

Because most of our operating costs are fixed, any decrease in throughput volumes at our terminal facilities, would likely result not only in a decrease in our revenue, but also a decline in cash flow of a similar magnitude, which would adversely affect our results of operations, financial position and cash flows.

Cyber-attacks that circumvent our security measures and other breaches of our information technology systems, or a failure of our critical information technology systems, could disrupt our operations and result in increased costs.

We utilize information technology systems to operate our assets and manage our businesses. A cyber-attack or other security breach of our information technology systems could result in a breach of critical operational or financial controls and lead to a disruption of our operations, commercial activities or financial processes, including as a result of attempts to seek ransom from the Company. Additionally, we rely on third-party systems that could also be subject to cyber-attacks or security breaches, and the failure of which could have a significant adverse effect on the operation of our assets. We and the operators of the third-party systems on which we depend may not have the resources or technical sophistication to anticipate or prevent every emerging type of cyber-attack, and such an attack, or the additional security measures undertaken to prevent such an attack, could adversely affect our results of operations, financial position or cash flows. Advances in artificial intelligence may enable threat actors to conduct more sophisticated cyberattacks, including enhanced phishing or impersonation attempts.

In addition, we collect and store sensitive data, including our proprietary business information and information about our customers, suppliers and other counterparties, and personally identifiable information of our employees and of employees of TMC, on our information technology networks. Despite our security measures, our information technology and infrastructure may be vulnerable to cyber-attacks or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored therein could be accessed, publicly disseminated, lost or stolen. Any such access, dissemination or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties or could disrupt our operations, any of which could adversely affect our results of operations, financial position or cash flows.

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We could also face attempts to obtain unauthorized access to our information technology systems, proprietary business information, and information about our customers by targeting acts of deception against individuals with legitimate access to physical locations or information. We regularly train and remind our officers and the employees providing services to the Company of these risks, and we annually update our executive team as to current and evolving risks relating to a variety of cyber-attacks; however, these efforts are not guaranteed to prevent the effectiveness of these cyber-attacks or any losses that may arise as a result thereof.

In addition to a cyber-attack or other security breach of our information technology systems, a failure of one or more of our critical information technology systems could result in a failure of critical operational or financial controls and lead to a disruption of our operations, commercial activities or financial processes. Such failures could disrupt our operations and/or adversely affect our business.

Because of our lack of asset diversification, adverse developments in our terminals or pipeline operations could adversely affect our revenue and cash flows.

We rely exclusively on the revenue generated from our terminals and pipeline operations. Because of our lack of diversification in asset type, an adverse development in these businesses would have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets.

Our operations are subject to governmental laws and regulations relating to the protection of the environment that may expose us to significant costs and liabilities.

Our business is subject to the jurisdiction of numerous governmental agencies that enforce complex and stringent laws and regulations with respect to a wide range of environmental, safety and other regulatory matters. We could be adversely affected by increased costs resulting from stricter pollution control requirements or liabilities resulting from non-compliance with required operating or other regulatory permits. New environmental laws and regulations might adversely impact our activities, including the transportation, storage and distribution of petroleum products. Federal, state and local agencies also could impose additional safety requirements, any of which could affect our profitability. Furthermore, our failure to comply with environmental or safety related laws and regulations also could result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory and remedial obligations and even the issuance of injunctions that restrict or prohibit the performance of our operations.

Federal, state and local agencies also have the authority to prescribe specific product quality specifications of refined products. Changes in product quality specifications or blending requirements could reduce our throughput volume, require us to incur additional handling costs or require capital expenditures. For example, different product specifications for different markets impact the fungibility of the products in our system and could require the construction of additional storage. If we are unable to recover these costs through increased revenues, our cash flows could be adversely affected.

Terrorist attacks, and the threat of terrorist attacks, have resulted in increased costs to our business. Global hostilities or sustained military campaigns may adversely impact our cash flows.

The long-term impact of terrorist attacks and the threat of future terrorist attacks, on the energy transportation industry in general, and on us in particular, is impossible to predict. Increased security measures that we have taken as a precaution against possible terrorist attacks have resulted in increased costs to our business. Uncertainty surrounding the U.S. and Israel conflict in Iran, the Ukraine and Israel-Hamas wars or other global hostilities or sustained military campaigns may affect our operations in unpredictable ways, including the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terrorism. In addition, supply disruptions or rising fuel prices caused by the conflict in Iran or other global hostilities may cause one or more of our significant customers to reduce their use of our tank capacity and throughput volumes at our terminal facilities, which would likely result in a decrease in our revenue and adversely affect our results of operations, financial position and cash flows.

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Many of our storage tanks and portions of our pipeline system have been in service for several decades and could require increased maintenance or remediation expenditures, which could adversely affect our results of operations and our cash flows.

Our pipeline and storage assets are generally long-lived assets. As a result, some of those assets have been in service for many decades. The age and condition of these assets could result in increased maintenance or remediation expenditures. Any significant increase in these expenditures could adversely affect our results of operations, financial position and cash flows.

Climate change legislation or regulations restricting emissions of “greenhouse gases” or setting fuel economy or air quality standards could result in increased operating costs or reduced demand for the refined petroleum products that we transport, store or otherwise handle in connection with our business.

Federal and state legislative and regulatory initiatives in the United States have attempted to and will likely continue to address climate change and control or limit greenhouse gas (GHG) emissions. Although it is not possible to predict how they will impact our business, any such future laws or regulations could adversely affect demand for the products that we transport, store or otherwise handle or increase our costs to operate and maintain our facilities. A number of states, including states in which we operate such as California and Washington, have enacted or passed measures to track and reduce emissions of greenhouse gases, primarily through the planned development of greenhouse gas emission inventories and regional greenhouse gas cap-and-trade programs, and establish vehicle efficiency standards and electric vehicle mandates.

In August 2022, the United States enacted the Inflation Reduction Act of 2022, which allocated $369 billion to climate change and environmental initiatives, including transportation electrification, fees on and greater regulation of methane emissions, and support for green energy manufacturing programs. In November 2024, the United States Environmental Protection Agency ("EPA") issued a final rule to implement the methane emissions reduction program outlined in the Inflation Reduction Act of 2022 by imposing a “waste emissions charge” on certain petroleum and natural gas sources that are already required to report their emissions under the EPA’s Greenhouse Gas Reporting Program. However, President Trump issued an executive order pausing the disbursement of funds appropriated through the Inflation Reduction Act of 2022, and in July 2025, Congress passed the One Big Beautiful Bill Act, which eliminated most of the Inflation Reduction Act of 2022’s incentives and delayed the commencement of the “waste emissions charge” by a decade to 2034. Notably, Congress eliminated EPA’s regulations in support of the “waste emissions charge” using the Congressional Review Act effective on March 14, 2025, and as of September 12, 2025, EPA has proposed both to suspend the Greenhouse Gas Reporting Program for oil and gas sources until 2034 and to eliminate such reporting for all other sources. Most recently, on February 12, 2026, EPA issued a final rule eliminating both the 2009 greenhouse gas endangerment finding, which underpins U.S. federal regulation of greenhouse gas emissions under the Clean Air Act, and all subsequent federal greenhouse gas emissions standards for all vehicles and engines of model years 2012 through 2027 and beyond. The final rule is expected to be subject to extensive litigation, and the impact of such scaling back is difficult to predict at this time. The impact to our industry and our current and future operations more broadly due to climate change and greenhouse gas regulation is unknown at this time.

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deadline. On March 6, 2024, the Securities and Exchange Commission issued a final rule that will enhance and standardize climate-related disclosures for investors. The rule is currently stayed pending resolution of various legal challenges, and in March 2025, the Securities and Exchange Commission voted to end its defense of the rule. We are still evaluating the impact of the final rule on the Company; however, such rules at the federal and state level could increase our costs to operate and maintain our facilities by, for example, requiring that we measure and report our emissions, install new emission controls at our facilities, acquire allowances to authorize our emissions, pay taxes related to our emissions and administer and manage an emissions program, among other possible measures. We may be unable to include some or all of these increased costs in the fees we charge to our customers and any such recovery may depend on events beyond our control, including the provisions of any final legislation or implementing regulations. Certain of these initiatives are subject to ongoing litigation, and the impacts of these laws and orders remain unclear at this time.

These climate-related regulatory initiatives could drive down demand for the refined petroleum products and other hydrocarbon products we transport, store or otherwise handle in connection with our business by stimulating demand for alternative forms of energy that do not rely on the combustion of fossil fuels. Such decreased demand could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, scientists and the Federal Government have stated that increasing concentrations of greenhouse gases in the earth’s atmosphere produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other climate events. As a result of losses sustained at our facilities, in the energy industry, or in the geographies where are facilities are located, we may experience increased insurance costs, or difficulty obtaining adequate insurance coverage. Extreme weather events could cause damage to our facilities that may exceed our insurance coverage and our financial condition and results of operations could be adversely affected.

We could be adversely affected if we were to lose or have difficulty attracting and retaining qualified personnel.

Our continued success depends on our ability to attract and retain qualified personnel across all areas of our business, including terminal operator personnel. We compete with other businesses in our industry and elsewhere with respect to attracting and retaining qualified personnel. A shortage of qualified personnel may require us to enhance wage and benefits packages in order to compete effectively in the hiring and retention of such personnel. No assurance can be given that our labor costs will not increase, or that such increases can be recovered through increased prices charged to our customers, which could negatively impact our financial condition and results of operations.

Risks Inherent in an Investment in Us

ArcLight indirectly controls the conduct of our business and the management of our operations. ArcLight has conflicts of interest with and limited fiduciary duties to us, which may permit them to favor their own interests to our detriment.

ArcLight is our sole equity-holder. Therefore, conflicts of interest may arise between ArcLight and its affiliates and subsidiaries, on the one hand, and us, on the other hand. In resolving those conflicts of interest, ArcLight may favor its own interests and the interests of its affiliates over the interests of the Company.

These conflicts include, among others, the following potential conflicts of interest:

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ArcLight and its affiliates may engage in competition with us under certain circumstances;

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Neither our operating agreement nor any other agreement requires ArcLight or its affiliates to pursue a business strategy that favors us. This entitles ArcLight to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any other security-holder. ArcLight’s directors and officers have fiduciary duties to make decisions in the best interests of ArcLight, which may be contrary to our interests or the interests of our customers;

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Our operating agreement does not restrict ArcLight from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;

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ArcLight is allowed to take into account the interests of parties other than us, such as ArcLight, or its affiliates, in resolving conflicts of interest. Specifically, in determining whether a transaction or resolution is “fair and reasonable,” ArcLight may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us;

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Our officers are officers of affiliates of Arclight, and we are managed by TLP Finance, our direct parent and a controlled subsidiary of ArcLight, and our officers also devote significant time to the business of these entities and are compensated accordingly;

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ArcLight has limited its liability and reduced its fiduciary duties, and also has restricted the remedies available to any party for actions that, without the limitations, might constitute breaches of fiduciary duty. ArcLight will not have any liability to us for decisions made in its capacity as our sole equity-holder so long as it acted in good faith, meaning it believed that its decision was in the best interests of our Company;

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ArcLight determines the amount and timing of acquisitions and dispositions, capital expenditures, borrowings, issuance of additional securities, and reserves, each of which can affect our cash flows;

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ArcLight determines the amount and timing of any capital expenditures by our Company and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus, which can affect our cash flows;

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ArcLight and its officers and directors will not be liable for monetary damages to us, our debt holders or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that ArcLight or those other persons acted in bad faith or engaged in fraud or willful misconduct; or

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ArcLight decides whether to retain separate counsel, accountants or others to perform services on our behalf.

ArcLight and its affiliates may compete with us and do not have any obligation to present business opportunities to us.

Neither our operating agreement nor any other agreement will prohibit ArcLight or its affiliates from owning assets or engaging in businesses that compete directly or indirectly with us. In addition, ArcLight and its affiliates may acquire, construct or dispose of midstream assets or other assets in the future without any obligation to offer us the opportunity to purchase any of those assets. ArcLight and its affiliates are large, established participants in the energy industry and may have greater resources than we have, which may make it more difficult for us to compete with these entities with respect to commercial activities as well as for acquisition opportunities. As a result, competition from ArcLight and its affiliates could materially adversely impact our results of operations and cash flows.

General Risks

We could be negatively impacted by future public health crises, epidemics and pandemics.

Our operations expose us to risks associated with public health crises and outbreaks of epidemics, pandemics, or contagious diseases, such as the COVID-19 pandemic. A future public health crisis could pose a risk to our employees, our customers, our vendors and the communities in which we operate, which could negatively impact our business. The extent to which a future public health crisis or pandemic may impact our business will depend on future developments, which remain uncertain. We may experience, among other impacts, (a) future customer shutdowns to prevent spread of illness, which could, among other things, have an impact on any excess throughput or ancillary services we might otherwise provide for our customers, and (b) limitations on our ability to execute on our business plan, including as a result of employee impacts from illness or school closures and other community response measures, all of which could adversely affect our business, financial condition and results of operations.

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Any acquisitions we make are subject to substantial risks, which could adversely affect our financial condition and results of operations.

Any acquisition involves potential risks, including risks that we may:

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fail to realize anticipated benefits, such as cost-savings or cash flow enhancements;

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decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions;

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significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;

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encounter difficulties operating in new geographic areas or new lines of business;

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be unable to secure adequate customer commitments to use the acquired systems or facilities;

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incur or assume unanticipated liabilities, losses or costs associated with the business or assets acquired for which we are not indemnified or for which the indemnity is inadequate;

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be unable to hire, train or retain qualified personnel to manage and operate our growing business and assets;

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be unable to successfully integrate the assets or businesses we acquire;

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less effectively manage our historical assets because of the diversion of management’s attention; or

●

incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

If any acquisitions we ultimately consummate result in one or more of these outcomes, our financial condition and results of operations may be adversely affected.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We have developed and implemented a cybersecurity framework intended to identify, assess, monitor and manage risks from cybersecurity threats to the security of our information, systems and network using a risk-based approach. Our framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although our framework takes into account the particulars of our business and our diverse network of terminal operations and therefore does not meet all the technical standards, specifications or requirements under the NIST. Additionally, the Company follows IT General Controls that were implemented to adhere to Sarbanes-Oxley internal controls.

We contract with external firms to assess the Company’s cybersecurity framework. In connection therewith, such firms conduct cybersecurity risk assessments, cybersecurity incident response, provide internal and external penetration testing and ongoing training to our Cybersecurity Group. The Company maintains a cybersecurity insurance policy. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems and third-party service providers. Artificial intelligence (“AI”) technologies present both opportunities and risks in cybersecurity. AI and machine learning capabilities may enhance both the ability of companies to defend against cybersecurity threats and the capacity of threat actors to launch sophisticated attacks, including through AI-enabled phishing attempts, automated vulnerability scanning and generation of malicious code.

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As part of our risk management process, we conduct application security assessments, vulnerability management, penetration testing, security audits, and ongoing risk assessments. Our risk assessment process includes evaluation of AI-related cybersecurity risks, and our vendor risk management program includes comprehensive security and compliance assessments of any AI tools being considered for business use. We assess AI tools for data protection capabilities, contractual safeguards, audit rights, and suitability for handling confidential information.

The Company maintains a variety of incident response plans that would be deployed in the event that a cybersecurity incident were detected. We require all of our employees to undertake data protection and cybersecurity training and compliance programs on an annual basis, which are administered and tracked through online learning modules.

Our critical business systems are fully redundant and backed up at separate locations. Separate business and SCADA networks allow for isolation of potential threats and enhance the security of these systems. We maintain a dedicated SCADA department, staffed around the clock, to evaluate and respond to significant events and incidents that may impact our pipeline operations. Anti-virus solutions are deployed on our SCADA systems and workstations in our data centers and control centers.

Our Cybersecurity Group oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable data protection and security regulations, and related risks. Our Senior Director of IT, who has extensive cybersecurity knowledge, training and skills gained from over 30 years of work experience on cybersecurity and from technology leadership roles in the energy industry, heads the Cybersecurity Group responsible for implementing and maintaining our cybersecurity and data protection practices. The Senior Director of IT reports directly to our Chief Financial Officer.

Significant threats are reviewed by the Cybersecurity Group to determine whether further escalation is appropriate. Any cybersecurity threat or incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment and reported to designated members of our executive management team; namely our Chief Financial Officer, Chief Operating Officer and General Counsel, who, in addition to the Senior Director of IT, are responsible for overseeing and managing material risks from cybersecurity threats. Further, the Company provides an annual cybersecurity assessment to ArcLight.

To date, our business strategy, results of operations and financial condition have not been materially affected, nor are they reasonably likely to be affected by risks from cybersecurity incidents or threats. Despite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurance that we will not be materially affected in the future by such risks or any future material incidents. For more information on our cybersecurity related risks, see Item 1A. Risk Factors of this Annual Report on Form 10-K.

ITEM 3. LEGAL PROCEEDINGS

We are party to various legal, regulatory and other matters arising from the day-to-day operations of our business that may result in claims against us. While the ultimate impact of any proceedings cannot be predicted with certainty, our management believes that the resolution of any of our pending legal proceedings will not have a material adverse effect on our business, financial position, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Part II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Not applicable.

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ITEM 6.

Reserved.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with the accompanying consolidated financial statements included elsewhere in this Annual Report.

RECENT DEVELOPMENTS

Fisher Island terminal facility land sale-leaseback. On October 8, 2025, the Company completed the sale-leaseback of our terminal facility land on Fisher Island, Miami, Florida to HRP Fisher Island, LLC, for a purchase price of $180 million. Proceeds from the sale of the Fisher Island terminal facility land were used for a $175 million prepayment on our senior secured term loans. As a result of the sale-leaseback, we recorded a gain of approximately $169.6 million to gain on sale of assets within the consolidated statements of operations. At closing we retained all assets and liabilities associated with the maintenance and operations of the Fisher Island terminal facility, excluding land, and entered into an approximately two-year land lease agreement with the buyer, to allow us to continue our existing operations servicing our current customer agreements through August 2027 (see Note 14 of Notes to consolidated financial statements).

Credit Agreement amendment. On February 6, 2026, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 6 to the Credit Agreement, which provides for, among other things, the reduction of the applicable margin of the senior secured term loans under the Credit Agreement and the extension of the maturity of the senior secured term loans (the “Repricing and Extension”). After giving effect to the Repricing and Extension, senior secured term loans under the Credit Agreement (i) accrue interest at a per annum rate equal to, at our election, either a Term SOFR plus an applicable margin of 2.25% or an alternate base rate plus an applicable margin of 1.50% and (ii) have a maturity date of March 16, 2030. The other terms and conditions of the Credit Agreement, as amended by Amendment No. 6, remain unchanged.

OVERVIEW

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those products to the tanks located at our terminals; store the products in our tanks for our customers; monitor the volume of the products stored in our tanks; heat residual fuel oils and asphalt stored in our tanks; and distribute the products out of our terminals in vessels, railcars or truckloads using truck racks and other distribution equipment located at our terminals, including pipelines. We also continue to provide ethanol logistics services and other services to the growing renewable products market, as well as to engage in blending activities related to the throughput process.

NATURE OF ASSETS

Gulf Coast Operations. Our Gulf Coast terminals consist of eight active product terminals and comprise the largest terminal network in Florida. These terminals have approximately 6.9 million barrels of aggregate active storage capacity in ports including Port Everglades, Miami, Tampa and Cape Canaveral, which are among the busiest cruise ship ports in the nation. At our Gulf Coast terminals, we handle refined and renewable products on behalf of, and provide integrated terminaling services to, customers engaged in the distribution and marketing of refined products. Our Gulf Coast terminals receive products from vessels on behalf of our customers. In addition, our Gulf Coast terminals, other than Fisher Island, also receive product by truck and our Jacksonville terminal also receives asphalt by rail. We distribute by truck or barge at all of our Gulf Coast terminals. In addition, we distribute products by pipeline at our Port Everglades and Tampa terminals. An energy company retains an ownership interest, ranging from 25% to 50%, in specific tank capacity at our Port Everglades (South) terminal. We manage and operate the Port Everglades (South) terminal, and we are reimbursed by the energy company for its proportionate share of our operating and maintenance costs. On October 8, 2025, we completed the sale-leaseback of our terminal facility land on Fisher Island, Miami, Florida, for a purchase price of $180 million. The Fisher Island terminal facility has active storage capacity of approximately 700,000 barrels for the storage of marine fuels. At closing we retained all assets and liabilities associated with the maintenance and operations of the Fisher Island terminal facility, excluding land, and leased the terminal facility from the buyer to allow us to continue our existing operations servicing our current customer agreements through August 2027.

Midwest Terminals. In Missouri and Arkansas, we own the Razorback pipeline and terminals in Mount Vernon, Missouri, at the origin of the pipeline and in Rogers, Arkansas, at the terminus of the pipeline. We refer to these two terminals collectively as the Razorback terminals. The Razorback pipeline is a 67-mile, 8-inch diameter interstate common carrier pipeline that transports light refined product from our terminal at Mount Vernon, where it is interconnected with a pipeline system owned by a third party, to our terminal at Rogers. The Razorback pipeline has a capacity of approximately 30,000 barrels per day. The Razorback terminals have approximately 0.4 million barrels of aggregate active storage capacity. Effective January 1, 2021, a third party leases the capacity, and assumed operatorship, of the Razorback pipeline and the terminals. Our Rogers facility is the only products terminal located in Northwest Arkansas.

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Investment in BOSTCO. On December 20, 2012, we acquired a 42.5% Class A ownership interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), from Kinder Morgan Battleground Oil, LLC, a wholly owned subsidiary of Kinder Morgan. BOSTCO is a terminal facility on the Houston Ship Channel designed to handle residual fuel, feedstocks, distillates and other black oils. BOSTCO currently has fully subscribed capacity of approximately 7.1 million barrels. Our investment in BOSTCO entitles us to appoint a member to the Board of Managers of BOSTCO, to vote our proportionate ownership share on general governance matters and to certain rights of approval over significant changes in, or expansion of, BOSTCO’s business. Kinder Morgan is responsible for managing BOSTCO’s day-to-day operations. Our 42.5% Class A ownership interest does not allow us to control BOSTCO, but

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does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in BOSTCO under the equity method of accounting.

Investment in Olympic Pipeline Company. On November 17, 2021, we acquired a 30% ownership interest in the Olympic Pipeline Company, LLC joint venture (“Olympic Pipeline Company”), which owns the Olympic Pipeline between Blaine, Washington and Portland, Oregon and a refined and renewable products terminal in Bayview, Washington with approximately 0.5 million barrels of aggregate active storage capacity. The Olympic Pipeline is a 400-mile FERC regulated pipeline that serves as the primary refined product distribution pipeline in the Pacific Northwest. ARCO Midcon LLC, an affiliate of BP, owns the remaining 70% interest and operates both the Olympic Pipeline and the Bayview terminal. BP is responsible for managing Olympic Pipeline Company’s day-to-day operations. Our investment in Olympic Pipeline Company entitles us to appoint one member, out of two, to the Management Committee of Olympic Pipeline Company, to vote our proportionate ownership share on general governance matters and to certain rights of approval over significant changes in, or expansion of, Olympic Pipeline Company’s business. Our 30% ownership interest does not allow us to control Olympic Pipeline Company but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in Olympic Pipeline Company under the equity method of accounting.

Investment in SeaPort Midstream. On November 17, 2021, we acquired a 51% ownership interest in the SeaPort Midstream Partners, LLC joint venture (“SeaPort Midstream”), which owns two terminals in Seattle, Washington and Portland, Oregon with approximately 1.3 million barrels of aggregate active storage capacity. Each terminal is connected to the Olympic Pipeline and has multimodal connectivity, including rail, barge, tanker and truck. BP Mariner Holding Company LLC owns the remaining 49% interest in SeaPort Midstream. We operate SeaPort Midstream under an operating and administrative agreement between us and SeaPort Midstream. Our investment in SeaPort Midstream entitles us to appoint two, out of four, of the members to the Board of Managers, to vote our proportionate ownership share on general governance matters and to certain rights of approval over significant changes in, or expansion of, SeaPort Midstream’s business. Our ownership interest does not allow us to control SeaPort Midstream but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in SeaPort Midstream under the equity method of accounting.

Investment in Frontera. On April 1, 2011, we contributed approximately 1.5 million barrels of light petroleum product storage capacity, as well as related ancillary facilities, to the Frontera Brownsville, LLC joint venture (“Frontera”), in exchange for a cash payment and a 50% ownership interest in the Frontera joint venture. An affiliate of PEMEX, Mexico’s state-owned petroleum company, acquired the remaining 50% ownership interest in Frontera. We operate Frontera under an operations and reimbursement agreement between us and Frontera. Frontera has approximately 1.7 million barrels of aggregate active storage capacity. Our 50% ownership interest does not allow us to control Frontera but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in Frontera under the equity method of accounting.

Central Services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate. In addition, Central services represent the cost of employees at standalone affiliate terminals that we operate or manage. We receive a fee from these affiliates based on our costs incurred.

NATURE OF REVENUE AND EXPENSES

We generate revenue from our terminal operations by charging fees for providing integrated terminaling, transportation and related services. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal in Tacoma, Washington. We have several significant customer relationships. Our top 10 customers made up approximately 73% of the total revenue for the year ended December 31, 2025.

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The fees we charge, our other sources of revenue and our direct costs and expenses are described below.

Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements or storage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments, which are based on a contractually established minimum volume of throughput of the customer’s product at our facilities over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customer throughputs less than the minimum volume of product during that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as “ancillary.” In addition, “ancillary” revenue also includes fees received from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery.

Management fees. We manage and operate certain tank capacity at our Port Everglades South terminal for an energy company and receive a reimbursement of its proportionate share of operating and maintenance costs. We manage and operate Frontera and receive a management fee based on our costs incurred. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We manage and operate rail sites at certain Southeast terminals on behalf of an energy company and receive reimbursement for operating and maintenance costs. We manage and operate SeaPort Midstream and receive a management fee based on our costs incurred. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

Operating costs and expenses. The operating costs and expenses of our operations include wages and employee benefits, utilities, communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs, contract services, legal fees and materials and supplies needed to operate our terminals and pipelines.

General and administrative expenses. General and administrative expenses cover the costs of corporate functions such as legal, accounting, treasury, insurance administration and claims processing, information technology, human resources, credit, payroll, taxes and other corporate services. General and administrative expenses also include third party accounting costs associated with annual and quarterly reports and tax return preparation and distribution, and legal fees.

Insurance expenses. Insurance expenses include charges for insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors’ and officers’ liability, and other insurable risks.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of the significant accounting policies that we have adopted and followed in the preparation of our historical consolidated financial statements is detailed in Note 1 of Notes to consolidated financial statements. Certain of these accounting policies require the use of estimates. In management’s opinion, the estimate of useful lives of our plant and equipment are subjective in nature, require the exercise of judgment and involve complex analyses. These estimates are based on our knowledge and understanding of current conditions and actions we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in

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these estimates may have a significant impact on our financial condition and results of operations (see Note 1 of Notes to consolidated financial statements).

Useful lives of plant and equipment. We calculate depreciation using the straight-line method, based on estimated useful lives of our assets. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Uncertainties that impact these estimates include changes in laws and regulations relating to restoration, economic conditions and supply and demand in the area. When assets are put into service, we make estimates with respect to useful lives that we believe to be reasonable. However, subsequent events could cause us to change our estimates, thus impacting the future calculation of depreciation. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 years for furniture, fixtures and equipment.

RESULTS OF OPERATIONS—YEARS ENDED DECEMBER 31, 2025 AND 2024

We operate our business and report our results of operations in seven principal business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of Frontera, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate. In addition, Central services represent the cost of employees at standalone affiliate terminals that we operate or manage. We receive a fee from these affiliates based on our costs incurred.

A comparative discussion of our 2024 to 2023 results of operations can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 27, 2025 with the Securities and Exchange Commission (File No. 001-32505).

ANALYSIS OF TERMINAL REVENUE

Terminal revenue. We derive terminal revenue from our terminal operations by charging fees for providing integrated terminaling, transportation and related services.

The terminal revenue by category was as follows (in thousands):


	Terminal Revenue by Category
	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Terminaling services fees	$	308,870	$	309,668
Management fees		10,983		13,913
Terminal revenue	$	319,853	$	323,581

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The terminal revenue by business segment is presented and further analyzed below by category of revenue.


	Terminal Revenue by Business Segment
	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Gulf Coast terminals	$	92,030	$	89,132
Midwest terminals		11,064		11,250
Brownsville terminals		17,291		24,154
River terminals		17,058		15,452
Southeast terminals		74,012		74,828
West Coast terminals		103,831		101,815
Central services		4,567		6,950
Terminal revenue	$	319,853	$	323,581

We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as “ancillary.” In addition, “ancillary” revenue also includes fees received from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery.

The terminaling services fees by business segments were as follows (in thousands):


	Terminaling Services Fees
	by Business Segment
	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Gulf Coast terminals	$	91,955	$	89,051
Midwest terminals		11,064		11,250
Brownsville terminals		12,093		18,244
River terminals		17,058		15,452
Southeast terminals		72,869		73,862
West Coast terminals		103,831		101,809
Central services		—		—
Terminaling services fees	$	308,870	$	309,668

The increase in terminaling services fees at our Gulf Coast terminals is primarily a result of increased ancillary fees and contract escalations.

The decrease in terminaling services fees at our Brownsville terminals is primarily a result of a one-time customer settlement payment of approximately $4.4 million in the second quarter of 2025 and available capacity.

The increase in terminaling services fees at our River terminals is primarily a result of contracting available capacity and increased ancillary fees.

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The decrease in terminaling services fees at our Southeast terminals is primarily a result of available capacity and timing of scheduled maintenance.

The increase in terminaling services fees at our West Coast terminals is primarily a result of placing growth projects into service in the second and third quarters of 2024 and increased ancillary fees.

Included in terminaling services fees for the years ended December 31, 2025 and 2024, are fees charged to affiliates of approximately $2.2 million and $1.6 million, respectively.

The “firm commitments” and “ancillary” revenue included in terminaling services fees were as follows (in thousands):


	Firm Commitments and
	Ancillary Terminaling Services Fees
	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Firm commitments	$	240,703	$	241,603
Ancillary		68,167		68,065
Terminaling services fees	$	308,870	$	309,668

The remaining terms on the terminaling services agreements that generated “firm commitments” for the year ended December 31, 2025 were as follows (in thousands):


Less than 1 year remaining	$	78,530	33%
1 year or more, but less than 3 years remaining		137,621	57%
3 years or more, but less than 5 years remaining		15,471	6%
5 years or more remaining		9,081	4%
Total firm commitments for the year ended December 31, 2025	$	240,703

Management fees. We manage and operate certain tank capacity at our Port Everglades South terminal for an energy company and receive a reimbursement of its proportionate share of operating and maintenance costs. We manage and operate the Frontera joint venture and receive a management fee based on our costs incurred. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We manage and operate rail sites at certain Southeast terminals on behalf of an energy company and receive reimbursement for operating and maintenance costs. We manage and operate SeaPort Midstream and receive a management fee based on our costs incurred. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

The management fees by business segments were as follows (in thousands):


	Management Fees
	by Business Segment
	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Gulf Coast terminals	$	75	$	81
Midwest terminals		—		—
Brownsville terminals		5,198		5,910
River terminals		—		—
Southeast terminals		1,143		966
West Coast terminals		—		6
Central services		4,567		6,950
Management fees	$	10,983	$	13,913

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The decrease in Central services management fees is primarily due to our administration of payroll for the senior management of ArcLight affiliate owned Lucknow-Highspire Terminals, LLC ending on December 31, 2024.

Included in management fees for the years ended December 31, 2025 and 2024, are fees charged to affiliates of approximately $9.8 million and $12.9 million, respectively.

ANALYSIS OF PRODUCT SALES, GROSS MARGIN

Product sales, gross margin. Our product sales revenue refers to the sale of refined and renewable products at our terminal in Tacoma, Washington. Product sales revenue pricing is contractually specified and is recognized at a point in time when our customers take control and legal title of the commodities purchased. Product sales revenue is recorded gross of cost of product sales, which includes product supply and transportation costs.

The product sales, gross margin was as follows (in thousands):


	Product Sales, Gross Margin
	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Product sales	$	326,119	$	379,146
Cost of product sales		(303,776)		(356,187)
Product sales, gross margin	$	22,343	$	22,959

The decrease in product sales and cost of product sales for the year ended December 31, 2025 is primarily a result of decreased product prices.

ANALYSIS OF COSTS AND EXPENSES

The operating costs and expenses of our operations include wages and employee benefits, utilities, communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs, contract services, legal fees and materials and supplies needed to operate our terminals and pipelines. Consistent with historical trends across our terminaling and transportation facilities, repairs and maintenance expenses can vary from period to period based on project maintenance schedules and other factors such as weather. The operating costs and expenses of our operations were as follows (in thousands):


	Operating Costs and Expenses
	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Wages and employee benefits	$	64,122	$	60,806
Utilities and communication charges		13,835		13,449
Repairs and maintenance		12,775		13,585
Property taxes and rentals		23,846		20,248
Vehicles and fuel costs		1,540		1,538
Environmental compliance costs		7,098		5,256
Additive detergent costs		4,065		4,052
Contract services		3,260		3,068
Legal fees		7,036		4,674
Other		6,216		6,666
Operating costs and expenses	$	143,793	$	133,342

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The operating costs and expenses of our business segments were as follows (in thousands):


	Operating Costs and Expenses
	by Business Segment
	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Gulf Coast terminals	$	30,226	$	26,279
Midwest terminals		1,993		1,846
Brownsville terminals		13,893		11,980
River terminals		8,066		6,896
Southeast terminals		29,554		29,180
West Coast terminals		39,928		39,197
Central services		20,133		17,964
Operating costs and expenses	$	143,793	$	133,342

General and administrative expenses cover the costs of corporate functions such as legal, accounting, treasury, insurance administration and claims processing, information technology, human resources, credit, payroll, taxes and other corporate services. General and administrative expenses also include third party accounting costs associated with annual and quarterly reports and tax return preparation and distribution, and legal fees. The general and administrative expenses for the years ended December 31, 2025 and 2024 were approximately $28.3 million and $30.2 million, respectively. The decrease in general and administrative expenses is primarily due to our administration of payroll for the senior management of ArcLight affiliate owned Lucknow-Highspire Terminals, LLC ending on December 31, 2024.

Insurance expenses include charges for insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors’ and officers’ liability, and other insurable risks. For the years ended December 31, 2025 and 2024, insurance expense was approximately $7.7 million and $6.8 million, respectively.

Deferred compensation expense includes expense associated with awards granted to certain employees who provide service to us that vest over future service periods. The expense associated with deferred compensation awards was approximately $2.7 million and $3.8 million for the years ended December 31, 2025 and 2024, respectively.

Depreciation and amortization expenses for the years ended December 31, 2025 and 2024 was approximately $74.0 million and $71.8 million, respectively.

Interest expense for the years ended December 31, 2025 and 2024 was approximately $126.5 million and $93.8 million, respectively. Interest expense for the years ended December 31, 2025 and 2024, is impacted by an unrealized gain (loss) on interest rate swap agreements of approximately ($18.1) million and $6.1 million, respectively.

ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At December 31, 2025 and 2024, our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in BOSTCO, a 30% ownership interest in Olympic Pipeline Company, a 51% ownership interest in SeaPort Midstream and a 50% ownership interest in Frontera. BOSTCO is a terminal facility located on the Houston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownership interests in BOSTCO share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have voting rights and are not required to make capital investments. Olympic Pipeline Company is a 400-mile interstate refined petroleum products pipeline system running from Blaine, Washington to Portland, Oregon and a refined and renewable products terminal in Bayview, Washington. SeaPort Midstream is two terminal facilities located in Seattle, Washington and Portland, Oregon that encompasses approximately 1.3 million barrels of refined and renewable product storage. Frontera is a terminal facility located in

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Brownsville, Texas that encompasses approximately 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities.

The following table summarizes our investments in unconsolidated affiliates:


	Percentage of				Carrying value
	ownership				(in thousands)
	December 31,		December 31,		December 31,		December 31,
	2025		2024		2025		2024
BOSTCO	42.5	%	42.5	%	$	173,862	$	180,920
Olympic Pipeline Company	30	%	30	%		83,595		84,975
SeaPort Midstream	51	%	51	%		33,787		33,495
Frontera	50	%	50	%		16,398		18,002
Total investments in unconsolidated affiliates					$	307,642	$	317,392

Earnings (loss) from investments in unconsolidated affiliates were as follows (in thousands):


	Year ended		Year ended
	December 31,		December 31,
	2025		2024
BOSTCO	$	4,396	$	4,552
Olympic Pipeline Company		4,636		4,975
SeaPort Midstream		1,500		3,033
Frontera		(627)		(2,555)
Total earnings from investments in unconsolidated affiliates	$	9,905	$	10,005

The decrease in earnings from our investment in SeaPort Midstream for the year ended December 31, 2025 is primarily attributable to a non-cash increase to long-term environmental obligations at SeaPort Midstream, of which, our share was approximately $1.3 million.

The decrease in loss from our investment in Frontera for the year ended December 31, 2025 is primarily attributable to a non-cash impairment of goodwill at Frontera in 2024, of which, our share was approximately $2.2 million.

Cash distributions received from unconsolidated affiliates were as follows (in thousands):


	Year ended		Year ended
	December 31,		December 31,
	2025		2024
BOSTCO	$	11,454	$	10,118
Olympic Pipeline Company		6,016		—
SeaPort Midstream		1,208		1,895
Frontera		977		710
Cash distributions received from unconsolidated affiliates	$	19,655	$	12,723

The increase in cash distributions received from our investment in BOSTCO for the year ended December 31, 2025, is primarily attributable to more spend on repairs and maintenance in 2024.

The increase in cash distributions received from our investment in Olympic Pipeline Company for the year ended December 31, 2025, is primarily attributable to cash held at Olympic Pipeline Company to fund a remediation project in 2024. Distributions resumed in 2025 after Olympic Pipeline Company received reimbursements from their insurance company.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund our debt service obligations, working capital requirements and capital projects, including additional investments and expansion, development and acquisition opportunities. We expect to fund any additional investments, capital projects and future expansion, development and acquisition opportunities with cash flows from operations and borrowings under our revolving credit facility.

A comparative discussion of our 2024 to 2023 Liquidity and Capital Resources can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources of our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 27, 2025 with the Securities and Exchange Commission (File No. 001-32505).

Net cash provided by (used in) operating activities, investing activities and financing activities were as follows (in thousands):


	Year ended		Year ended
	December 31,		December 31,
	2025		2024
Net cash provided by operating activities	$	54,835	$	92,231
Net cash provided by (used in) investing activities	$	130,300	$	(67,592)
Net cash used in financing activities	$	(180,846)	$	(24,017)

The approximately $37.4 million decrease in net cash provided by operating activities for the year ended December 31, 2025 is primarily related to timing of working capital and increased operating costs and expenses related to wages and employee benefits, incremental lease expense associated with the sale-leaseback of our Fisher Island terminal facility land and one-time legal fees.

Net cash provided by investing activities increased approximately $197.9 million for the year ended December 31, 2025. On October 8, 2025, the Company completed the sale-leaseback of our terminal facility land on Fisher Island, Miami, Florida to HRP Fisher Island, LLC, for a purchase price of $180 million. We received proceeds of approximately $176.8 million, net of transaction costs. In the first half of 2025 we received loan repayments from Olympic Pipeline Company totaling approximately $9 million. The approximately $9 million member loan was made to Olympic Pipeline Company in the second quarter of 2024.

Additional investments and expansion capital projects at our terminals have been approved and currently are, or will be, under construction with estimated completion dates throughout 2027. At December 31, 2025, the remaining expenditures to complete the approved projects are estimated to be approximately $15 million. These expenditures primarily relate to the construction costs associated with the expansion of our West Coast operations.

Net cash used in financing activities increased approximately $156.8 million for the year ended December 31, 2025. In the fourth quarter of 2025, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, made a $175 million prepayment on our senior secured term loans with the proceeds from the sale of the Fisher Island terminal facility land.

As discussed below, on February 21, 2025, the Company closed on our offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due in 2030.

Proceeds from the $500 million senior unsecured notes were used as follows (in thousands):


Repayment of 6.125% senior notes due in 2026 and accrued interest	$	300,359
Distributions to TLP Finance Holdings, LLC for debt service and other		172,803
General corporate purposes		13,548
Debt issuance costs		9,290
Repayment of revolving credit facility		4,000
Proceeds from $500 million senior unsecured notes	$	500,000

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Credit agreement. On November 17, 2021, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into the Credit Agreement (“Credit Agreement”) for a $1 billion senior secured term loans and a $150 million revolving credit facility, with a letter of credit subfacility of $35 million. On April 15, 2024, we entered into Amendment No. 2 to the Credit Agreement for a new tranche of senior secured term loans in an aggregate principal amount of $150 million. The other terms and conditions of the Credit Agreement were unchanged.

Proceeds from the $150 million senior secured term loans were used as follows (in thousands):


Repayment of revolving credit facility	$	110,401
Distributions to TLP Finance Holdings, LLC for debt service and other		36,677
Debt issuance costs		2,922
Proceeds from $150 million senior secured term loans	$	150,000

The senior secured term loans will mature on March 16, 2030. Our obligations under the Credit Agreement are guaranteed by the Company, TransMontaigne Operating Company L.P. and all of its subsidiaries, and secured by a first priority security interest in favor of the lenders in substantially all of the Company’s, TransMontaigne Operating Company L.P.’s and all of its subsidiaries’ assets, including our investments in unconsolidated affiliates.

On October 28, 2024, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 3 to the Credit Agreement, which provides for, among other things, (i) the reduction of the applicable margin of the senior secured term loans under the Credit Agreement (the “Repricing”) and (ii) the removal of the credit spread adjustment from the Term SOFR applicable to the senior secured term loans under the Credit Agreement. After giving effect to the Repricing and the removal of the credit spread adjustment, senior secured term loans under the Credit Agreement accrue interest at a per annum rate equal to, at our election, either a Term SOFR plus an applicable margin of 3.25% or an alternate base rate plus an applicable margin of 2.25%. The other terms and conditions of the Credit Agreement, as amended by Amendment No. 3, remain unchanged.

Prior to October 28, 2024, we could elect to have loans under the Credit Agreement bear interest, at either a Term SOFR plus 0.11448% (subject to a 0.50% floor) plus an applicable margin of 3.50% or an alternate base rate plus an applicable margin of 2.50% per annum. Thereafter, Amendment No. 3 rates apply to the senior secured term loans. We are also required to pay (i) a letter of credit fee of 3.50% per annum on the aggregate face amount of all outstanding letters of credit, (ii) to the issuing lender of each letter of credit, a fronting fee of no less than 0.125% per annum on the outstanding amount of each such letter of credit and (iii) commitment fees of 0.50% per annum on the daily unused amount of the revolving credit facility, in each case quarterly in arrears.

On February 5, 2025, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 4 to the Credit Agreement which provides for, among other things, (i) the extension of the maturity date with respect to the revolving credit facility (the “Extension”) and (ii) the reduction of the applicable margin of the loans under the revolving credit facility (the “RCF Repricing”). After giving effect to the Extension and RCF Repricing, (i) the maturity date of the revolving credit facility shall be the earlier of August 31, 2029 or, to the extent that any senior secured term loans under the Credit Agreement remain outstanding, the date that is ninety-one (91) days prior to the maturity date of such senior secured term loans under the Credit Agreement (taking into account any extensions or refinancings thereof) and (ii) loans under the revolving credit facility accrue interest at a per annum rate equal to, at our election, either a Term SOFR plus an applicable margin of 3.00% or an alternate base rate plus an applicable margin of 2.00%. The other terms and conditions of the Credit Agreement, as amended by Amendment No. 4, remain unchanged.

On August 1, 2025, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 5 to the Credit Agreement, which provides for, among other things, the reduction of the applicable margin of the senior secured term loans under the Credit Agreement (the “TL Repricing”). After giving effect to the TL Repricing, senior secured term loans under the Credit Agreement accrue interest at a per annum rate equal to, at our election, either Term SOFR plus an applicable margin of 2.50% or an

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alternate base rate plus an applicable margin of 1.50%. The other terms and conditions of the Credit Agreement, as amended by Amendment No. 5, remain unchanged.

In the fourth quarter of 2025, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, made a $175 million prepayment on our senior secured term loans with the proceeds from the sale of the Fisher Island terminal facility land (see Note 14 of Notes to consolidated financial statements).

On February 6, 2026, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 6 to the Credit Agreement, which provides for, among other things, the reduction of the applicable margin of the senior secured term loans under the Credit Agreement and the extension of the maturity of the senior secured term loans (the “Repricing and Extension”). After giving effect to the Repricing and Extension, senior secured term loans under the Credit Agreement (i) accrue interest at a per annum rate equal to, at our election, either a Term SOFR plus an applicable margin of 2.25% or an alternate base rate plus an applicable margin of 1.50% and (ii) have a maturity date of March 16, 2030. The other terms and conditions of the Credit Agreement, as amended by Amendment No. 6, remain unchanged.

The Credit Agreement contains various covenants, including, but not limited to, limitations on the incurrence of indebtedness, permitted investments, liens on assets, making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. The Credit Agreement requires compliance with (a) a debt service coverage ratio of no less than 1.1 to 1.0 and (b) if the aggregate outstanding amount of all revolving loans and drawn letters of credit exceeds an amount equal to 35% of the aggregate revolving commitments, a senior secured net leverage ratio of no greater than 6.75 to 1.00. We were in compliance with all financial covenants as of and during the years ended December 31, 2025 and 2024.

If we were to fail a financial performance covenant, or any other covenant contained in the Credit Agreement, we would seek a waiver from our lenders under such facility. If we were unable to obtain a waiver from our lenders and the default remained uncured after any applicable grace period, we would be in breach of the Credit Agreement, and the lenders would be entitled to declare all outstanding borrowings immediately due and payable.

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										Twelve
	Three months ended									months ended
	March 31,		June 30,			September 30,		December 31,		December 31,
	2025		2025			2025		2025		2025
Financial performance covenant tests:
Net earnings (loss)	$	(7,609)	$	(12,625)		$	(8,259)	$	156,628	$	128,135
Interest expense		35,891		35,876			29,728		25,053		126,548
Deferred debt issuance costs		2,538		1,271			3,970		2,797		10,576
State franchise taxes (income taxes)		495		506			480		413		1,894
Depreciation and amortization		18,026		18,149			18,066		19,767		74,008
Deferred compensation		976		480			536		679		2,671
Gain on sale of assets		—		—			—		(169,622)		(169,622)
One-time expenses (terminal sales, severance payments and legal expenses)		835		2,118			3,802		4,053		10,808
Proportionate share of unconsolidated affiliates' depreciation and amortization		4,313		4,691			4,529		6,352		19,885
Consolidated EBITDA	$	55,465	$	50,466		$	52,852	$	46,120	$	204,903
Proforma completed growth project credit ⁽¹⁾											5,572
Proforma specified disposition (Fisher Island terminal facility) ⁽²⁾											(9,598)
Consolidated EBITDA for the leverage ratio ⁽³⁾	$	55,465	$	50,466		$	52,852	$	46,120	$	200,877
Maintenance capital		(8,801)		(9,974)			(8,761)		(7,130)		(34,666)
Total for the consolidated debt service coverage ratio	$	46,664	$	40,492		$	44,091	$	38,990	$	166,211
Debt service:
Interest expense	$	35,891	$	35,876		$	29,728	$	25,053	$	126,548
Unrealized loss on interest rate swap agreements		(9,916)		(6,555)			(1,516)		(159)		(18,146)
Scheduled principal payments		2,884		2,883			—		—		5,767
Total	$	28,859	$	32,204		$	28,212	$	24,894	$	114,169

Credit Agreement consolidated debt service coverage ratio (>1.1x)											1.46

Consolidated senior secured net leverage ratio test:
Senior secured term loans outstanding										$	938,082
Revolving credit facility outstanding											—
Less cash and cash equivalents											(12,463)
Senior secured debt										$	925,619

Consolidated senior secured net leverage ratio (<6.75x)											4.61

(1)

Represents incremental annualized EBITDA for completed growth projects that have come online revenue in the last four quarters.

(2)

Represents incremental annualized EBITDA for Specified Disposition in the last four quarters.

(3)

Reflects the calculation of Consolidated EBITDA in accordance with the definition in the Credit Agreement.

Senior notes. On February 12, 2018, the Company and TLP Finance Corp., our wholly owned subsidiary, issued at par $300 million of 6.125% senior notes, due in 2026. On February 21, 2025, the Company closed on our offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due in 2030 at an issue price of 100% in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The senior unsecured notes are guaranteed on a senior unsecured basis by all of the Company’s subsidiaries that guarantee our credit facility.

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Proceeds from the $500 million senior unsecured notes were used as follows (in thousands):


Repayment of 6.125% senior notes due in 2026 and accrued interest	$	300,359
Distributions to TLP Finance Holdings, LLC for debt service and other		172,803
General corporate purposes		13,548
Debt issuance costs		9,290
Repayment of revolving credit facility		4,000
Proceeds from $500 million senior unsecured notes	$	500,000

The Company is voluntarily filing with the Securities and Exchange Commission pursuant to the covenants contained in the 6.125% senior notes, and beginning February 21, 2025, the 8.500% senior unsecured notes. These notes contain customary covenants (including those relating to our voluntary filing of this Annual Report on Form 10-K and certain restrictions and obligations with respect to types of payments we may make, indebtedness we may incur, transactions we may pursue, or changes in our control) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). We may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases, open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Contractual obligations and contingencies. See Notes 12 and 14 of Notes to consolidated financial statements for information regarding our debt obligations and our leases and other commitments, respectively.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Market risk is the risk of loss arising from adverse changes in market rates and prices. A principal market risk to which we are exposed is interest rate risk associated with borrowings under the Credit Agreement. At December 31, 2025, senior secured term loan borrowings under the Credit Agreement accrue interest at a per annum rate equal to, at our election, either Term SOFR plus an applicable margin of 2.50% or an alternate base rate plus an applicable margin of 1.50% and borrowings under the revolving credit facility accrue interest at a per annum rate equal to, at our election, either a Term SOFR plus an applicable margin of 3.00% or an alternate base rate plus an applicable margin of 2.00%.

We manage a portion of our interest rate risk with interest rate swaps, which reduce our exposure to changes in interest rates by converting variable interest rates to fixed interest rates. At both December 31, 2025 and 2024, our derivative instruments were limited to interest rate swap agreements with an aggregate notional amount of $780 million, the majority of which expire through August 18, 2028. Pursuant to the terms of the interest rate swap agreements, we pay a blended fixed rate and receive interest payments based the one-month Term SOFR or OIS compound SOFR. The net difference to be paid or received under the interest rate swap agreements will be settled monthly and recognized as an adjustment to interest expense. For the years ended December 31, 2025 and 2024, we recognized an unrealized gain (loss) on interest rate swap agreements of approximately ($18.1) million and $6.1 million, respectively. The fair value of our interest rate swap agreements was determined using a pricing model based on applicable swap rates and other observable market data. At December 31, 2025, we had outstanding borrowings of $938.1 million under our senior secured term loans and $nil under our revolving credit facility. Based on the outstanding balance of our

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variable-interest-rate debt at December 31, 2025, assuming market interest rates increase or decrease by 100 basis points, the potential annual increase or decrease in interest expense is approximately $1.6 million.

We sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal in Tacoma, Washington. Our direct exposure to changes in commodity prices is limited to these product sales and the value of product gains and losses arising from terminaling services agreements with certain customers, which accounts for a small portion of our revenue. We do not use derivative commodity instruments to manage the commodity risk associated with the product we may own at any given time.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.

TransMontaigne Partners LLC and Subsidiaries:


Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)		52
Consolidated balance sheets as of December 31, 2025 and 2024		53
Consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023		54
Consolidated statements of equity for the years ended December 31, 2025, 2024 and 2023		55
Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023		56
Notes to consolidated financial statements		57

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Management of TransMontaigne Partners LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TransMontaigne Partners LLC and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations⁠, partners'⁠ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company 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 and in accordance with auditing standards generally accepted in the United States of America. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

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.

Emphasis of a Matter

As discussed in Note 14 to the consolidated financial statements, on October 8, 2025, the Company completed a sale-leaseback of its Fisher Island terminal facility land in Miami, Florida for a purchase price of $180 million, received net proceeds of approximately $176.8 million that were used to prepay $170 million of senior secured term loans, and recognized a gain of approximately $169.6 million in gain on sale of assets. In connection with the transaction, the Company entered into an approximately two-year land lease through August 2027 and recorded right-of-use assets and lease liabilities of $22.3 million and $10.7 million, respectively. Our opinion is not modified with respect to this matter.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Deloitte & Touche LLP

Denver, Colorado

March 20, 2026

We have served as the Company's auditor since 2012

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TransMontaigne Partners LLC and subsidiaries

Consolidated balance sheets

(in thousands)


		December 31,			December 31,
		2025			2024
ASSETS
Current assets:
Cash and cash equivalents		$	12,463		$	8,174
Trade accounts receivable			24,878			24,363
Due from affiliates			3,505			2,251
Inventory			8,044			9,902
Other current assets			12,933			16,394
Assets held for sale			7,024			7,137
Total current assets			68,847			68,221
Property, plant and equipment, net			791,126			808,274
Goodwill			18,586			18,586
Investments in unconsolidated affiliates			307,642			317,392
Right-of-use assets, operating leases			66,538			48,015
Other assets, net			38,800			65,362
		$	1,291,539		$	1,325,850
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable		$	18,395		$	11,089
Operating lease liabilities			5,502			2,370
Accrued liabilities			33,889			44,223
Current debt			—			11,535
Total current liabilities			57,786			69,217
Deferred revenue			221			410
Other liabilities			2,251			—
Long-term operating lease liabilities			53,639			47,616
Long-term debt, net of deferred debt issuance costs			1,421,487			1,407,908
Total liabilities			1,535,384			1,525,151
Commitments and contingencies (Note 14)
Equity:
Member interest			(243,845)			(199,301)
Total equity			(243,845)			(199,301)
		$	1,291,539		$	1,325,850

See accompanying notes to consolidated financial statements.

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TransMontaigne Partners LLC and subsidiaries

Consolidated statements of operations

(in thousands)


		Year ended			Year ended			Year ended
		December 31,			December 31,			December 31,
		2025			2024			2023
Revenue:
Terminal revenue		$	319,853		$	323,581		$	312,259
Product sales			326,119			379,146			340,861
Total revenue			645,972			702,727			653,120
Costs and expenses:
Cost of product sales			(303,776)			(356,187)			(320,516)
Operating			(143,793)			(133,342)			(124,697)
General and administrative			(28,335)			(30,160)			(28,932)
Insurance			(7,657)			(6,847)			(6,822)
Deferred compensation			(2,671)			(3,840)			(4,272)
Depreciation and amortization			(74,008)			(71,846)			(70,876)
Total costs and expenses			(560,240)			(602,222)			(556,115)
Earnings from unconsolidated affiliates			9,905			10,005			10,140
Gain on sale of assets			169,622			—			—
Operating income			265,259			110,510			107,145
Other expenses:
Interest expense			(126,548)			(93,769)			(100,035)
Deferred debt issuance costs			(10,576)			(6,659)			(4,164)
Total other expenses			(137,124)			(100,428)			(104,199)
Net earnings		$	128,135		$	10,082		$	2,946

See accompanying notes to consolidated financial statements.

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TransMontaigne Partners LLC and subsidiaries

Consolidated statements of equity

(in thousands)


		Member
		interest			Total
Balance December 31, 2022		$	(13,862)		$	(13,862)
Contributions from parent entities			1,876			1,876
Distributions to TLP Finance Holdings, LLC for debt service and other			(113,876)			(113,876)
Net earnings for year ended December 31, 2023			2,946			2,946
Balance December 31, 2023			(122,916)			(122,916)
Contributions from parent entities			1,930			1,930
Distributions to TLP Finance Holdings, LLC for debt service and other			(88,397)			(88,397)
Net earnings for year ended December 31, 2024			10,082			10,082
Balance December 31, 2024			(199,301)			(199,301)
Contributions from parent entities			872			872
Distributions to TLP Finance Holdings, LLC for debt service and other			(173,551)			(173,551)
Net earnings for year ended December 31, 2025			128,135			128,135
Balance December 31, 2025		$	(243,845)		$	(243,845)

See accompanying notes to consolidated financial statements.

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TransMontaigne Partners LLC and subsidiaries

Consolidated statements of cash flows

(in thousands)


		Year ended			Year ended			Year ended
		December 31,			December 31,			December 31,
		2025			2024			2023
Cash flows from operating activities:
Net earnings		$	128,135		$	10,082		$	2,946
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			74,008			71,846			70,876
Earnings from unconsolidated affiliates			(9,905)			(10,005)			(10,140)
Distributions from unconsolidated affiliates			19,655			12,723			16,430
Equity-based compensation			872			1,930			1,876
Amortization of deferred debt issuance costs			9,339			5,794			4,061
Amortization of deferred revenue			(189)			(192)			(618)
Unrealized (gain) loss on interest rate swap agreements			18,146			(6,054)			2,924
Gain on sale of assets			(169,622)			—			—
Changes in operating assets and liabilities:
Trade accounts receivable			(515)			5,328			15,251
Due from affiliates			(1,254)			1,011			588
Inventory			1,858			(2,643)			(614)
Other current assets			(181)			1,526			(3,386)
Right-of-use assets, operating leases			5,420			3,031			3,549
Other assets, net			(137)			427			(433)
Trade accounts payable			4,327			(2,088)			(9,608)
Accrued liabilities			(10,334)			2,513			(1,710)
Operating lease liabilities			(14,788)			(2,998)			(3,570)
Net cash provided by operating activities			54,835			92,231			88,422
Cash flows from investing activities:
Investments in unconsolidated affiliates			—			—			(568)
Olympic Pipeline Company member loan			9,000			(9,000)			—
Affiliate loan			—			—			1,259
Capital expenditures			(55,459)			(58,592)			(59,819)
Proceeds from sale of assets, net of transaction costs			176,759			—			1,118
Net cash provided by (used in) investing activities			130,300			(67,592)			(58,010)
Cash flows from financing activities:
Proceeds from 8.500% senior unsecured notes			500,000			—			—
Repayments of 6.125% senior notes			(299,900)			—			—
Repayments of senior secured term loans			(180,767)			(11,151)			(10,000)
Proceeds from senior secured term loans			—			150,000			—
Borrowings under revolving credit facility			8,000			112,300			254,000
Repayments under revolving credit facility			(25,000)			(183,300)			(166,000)
Debt issuance costs			(9,628)			(3,469)			—
Distributions to TLP Finance Holdings, LLC for debt service and other			(173,551)			(88,397)			(113,876)
Net cash used in financing activities			(180,846)			(24,017)			(35,876)
Increase (decrease) in cash and cash equivalents			4,289			622			(5,464)
Cash and cash equivalents at beginning of period			8,174			7,552			13,016
Cash and cash equivalents at end of period		$	12,463		$	8,174		$	7,552
Supplemental disclosures of cash flow information:
Cash paid for interest		$	114,684		$	101,103		$	98,489
Additions to right-of-use assets obtained from new operating lease liabilities		$	23,943		$	2,895		$	982
Non-cash property, plant and equipment		$	8,068		$	2,875		$	9,065
Non-cash contributions from parent entities		$	872		$	1,930		$	1,876

See accompanying notes to consolidated financial statements.

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Nature of business

TransMontaigne Partners LLC (“we,” “us,” “our,” “the Company”) provides integrated terminaling, storage, transportation and related services for companies engaged in the trading, distribution and marketing of light refined petroleum products, heavy refined petroleum products, renewable products, crude oil, chemicals, fertilizers and other liquid products. We conduct our operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast and along the West Coast. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal in Tacoma, Washington.

Fairfax terminal facilities sale agreement. On January 22, 2025, the Company announced that it had entered into an agreement for the sale of our terminal facility in Fairfax, Virginia for a purchase price of approximately $30.8 million. Proceeds from the terminal sale will be used for repayment of certain term debt obligations. The closing of the sale is expected to occur on or about June 30, 2026, subject to certain rights for the Company to extend the closing date and is subject to customary closing conditions. The Fairfax terminal facility has been recorded as assets held for sale (see Note 5 of Notes to consolidated financial statements).

(b) Basis of presentation and use of estimates

Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of TransMontaigne Partners LLC and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have the ability to exercise significant influence, are accounted for using the equity method of accounting. All inter-company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. The accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly our financial position as of December 31, 2025 and 2024 and our results of operations for the years ended December 31, 2025, 2024 and 2023.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. In management’s opinion, the estimate of useful lives of our plant and equipment are subjective in nature, require the

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

exercise of judgment and involve complex analyses. Changes in these estimates and assumptions will occur as a result of the passage of time and the occurrence of future events. Actual results could differ from these estimates.

(c) Accounting for terminal and pipeline operations

We generate revenue from terminaling services fees, management fees and product sales. Under Topic 606, Revenue from Contracts with Customers (“ASC 606”) and Topic 842, Leases and the series of related Accounting Standards Updates that followed (collectively referred to as “ASC 842”), we recognize revenue over time or at a point in time, depending on the nature of the performance obligations contained in the respective contract with our customer. The contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following is an overview of our significant revenue streams, including a description of the respective performance obligations and related method of revenue recognition.

Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements or storage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments, which are based on contractually established minimum volumes of throughput of the customer’s product at our facilities, over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customer throughputs less than the minimum volume of product during that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.”

Our terminaling services agreements include revenue recognized in accordance with ASC 606 and ASC 842. At the time of contract inception, we evaluate each contract to determine whether the contract contains a lease. Significant assumptions used in this process include the determination of whether substantive substitution rights exist based on the terms of the contract and available capacity at the terminal at the time of contract inception. Our terminaling services agreements do not allow our customers to purchase the underlying asset and vary in terms and conditions with respect to extension or termination options. If a contract is accounted for as a lease under ASC 842, we recognize the minimum payments as lease revenue and revenue recognized in excess of firm commitments as a variable payment of the lease. All other components of the contracts accounted for as a lease are treated as non-lease components (ancillary revenue) and are accounted for in accordance with ASC 606. The majority of our firm commitments under our terminaling services agreements are accounted for as lease revenue in accordance with ASC 842. The remaining firm commitments under our terminaling services agreements not accounted for as lease revenue are accounted for in accordance with ASC 606, where the minimum payment arrangement in each contract is considered a single performance obligation that is primarily satisfied over time through the contract term.

Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue generated by these services is required to be estimated under ASC 606 for any uncertainty that is not resolved in the period of the service. We account for the majority of ancillary revenue at individual points in time when the services are delivered to the customer. The majority of our ancillary revenue is recognized in accordance with ASC 606 (See Note 16 of Notes to consolidated financial statements).

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

behalf of an energy company and receive reimbursement for operating and maintenance costs. We manage and operate SeaPort Midstream Partners, LLC (“SeaPort Midstream”) and receive a management fee based on our costs incurred. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842.

Product sales. Our product sales revenue refers to the sale of refined and renewable products at our terminal in Tacoma, Washington. Product sales revenue pricing is contractually specified, and we have determined that each transaction represents a separate performance obligation. Product sales revenue is recognized at a point in time when our customers take control and legal title of the commodities purchased. Product sales revenue is recorded gross of cost of product sales, which includes product supply and transportation costs, as we are responsible for fulfilling the promise in the sales contract and maintain inventory risk. Product sales revenue is accounted for in accordance with ASC 606.

(d) Cash and cash equivalents

We consider all short-term investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents.

(e) Inventory

Inventory represents refined and renewable products held for resale and are recorded at the lower of cost or net realizable value. Cost is determined by using the average cost method. At December 31, 2025 and 2024, our inventory was approximately $8.0 million and $9.9 million, respectively. At December 31, 2025 and 2024, our refined products inventory was approximately $3.1 million and $3.6 million, respectively. At December 31, 2025 and 2024, our renewable products inventory was approximately $4.9 million and $6.3 million, respectively. We did not recognize any adjustments to the lower of cost or net realizable value during the years ended December 31, 2025 and 2024.

In 2021, the Washington legislature passed a low carbon fuel standard (the “Clean Fuel Standard” or “CFS”) that limits carbon in transportation fuels. The Clean Fuel Standard became effective January 1, 2023. As of January 1, 2023, we are required to purchase compliance credits or allowances to reduce emissions or reduce the amount of carbon in the transportation fuels we sell at our terminal in Tacoma, Washington. Fuels with a carbon intensity below the CFS generate compliance credits while fuels with a carbon intensity above the CFS generate deficits. We record our compliance credits net of deficits in inventory and recognize expense as cost of product sales when we transfer the compliance credit to our customers. To the extent we have not purchased enough compliance credits to satisfy our obligations as of the balance sheet date, we record a liability for our obligation to purchase the compliance credits in accrued liabilities and recognize the expense in cost of product sales when we satisfy the compliance obligation.

(f) Property, plant and equipment

Depreciation is computed using the straight-line method. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed as incurred.

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable based on expected undiscounted future cash flows attributable to that asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

amount of the asset group over its estimated fair value. We did not recognize any impairment charges for each of the years ended December 31, 2025, 2024 and 2023.

(g) Investments in unconsolidated affiliates

We account for our investments in unconsolidated affiliates, which we do not control but do have the ability to exercise significant influence over, using the equity method of accounting. Under this method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions received and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the book value of the net assets of the investment entity. We evaluate our investments in unconsolidated affiliates for impairment whenever events or circumstances indicate there is a loss in value of the investment that is other than temporary. In the event of impairment, we would record a charge to earnings to adjust the carrying amount to estimated fair value. We did not recognize any impairment charges for each of the years ended December 31, 2025, 2024 and 2023.

(h) Environmental obligations

We accrue for environmental costs that relate to existing conditions caused by past operations when probable and reasonably estimable (see Note 10 of Notes to consolidated financial statements). Environmental costs include initial site surveys and environmental studies of potentially contaminated sites, costs for remediation and restoration of sites determined to be contaminated and ongoing monitoring costs, as well as fines, damages and other costs, including direct legal costs. Liabilities for environmental costs at a specific site are initially recorded, on an undiscounted basis, when it is probable that we will be liable for such costs, and a reasonable estimate of the associated costs can be made based on available information. Such an estimate includes our share of the liability for each specific site and the sharing of the amounts related to each site that will not be paid by other potentially responsible parties, based on enacted laws and adopted regulations and policies. Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. Estimates of our ultimate liabilities associated with environmental costs are difficult to make with certainty due to the number of variables involved, including the early stage of investigation at certain sites, the lengthy time frames required to complete remediation, technology changes, alternatives available and the evolving nature of environmental laws and regulations. We periodically file claims for insurance recoveries of certain environmental remediation costs with our insurance carriers under our comprehensive liability policies (see Note 4 of Notes to consolidated financial statements).

In connection with our acquisition of the Florida, Midwest, Brownsville, Texas, River and Southeast terminals and facilities, a third party agreed to indemnify us against certain potential environmental claims, losses and expenses. Based on our current knowledge, we expect that the active remediation projects subject to the benefit of this indemnification obligation are winding down and will not involve material additional claims, losses, and expenses.

(i) Asset retirement obligations

Asset retirement obligations are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. GAAP requires that the fair value of a liability related to the retirement of long-lived assets be recorded at the time a legal obligation is incurred. The liability is initially recognized at fair value based on estimates and assumptions related to retirement costs, future inflation rates and interest rates. After the initial measurement, accretion expense is recorded periodically to reflect the time value of money, increasing the liability from its initial measurement to its expected future settlement value with the passage of time. Accretion expense is recognized in operating costs and expenses in the consolidated statements of operations. Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaining useful life of the asset (See Note 11 of Notes to consolidated financial statements).

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

(j) Accounting for derivative instruments

Generally accepted accounting principles require us to recognize all derivative instruments at fair value in the consolidated balance sheets as assets or liabilities. Changes in the fair value of our derivative instruments are recognized in the consolidated statements of operations. At December 31, 2025 and 2024, our derivative instruments were limited to interest rate swap agreements. The fair value of our interest rate swap agreements are determined using a pricing model based on applicable swap rates and other observable market data. At December 31, 2025 and 2024, the fair value of our interest rate swap agreements was approximately $0.9 million and $19.1 million, respectively (See Notes 4 and 9 of Notes to consolidated financial statements).

Pursuant to the terms of the interest rate swap agreements, we pay a blended fixed rate and receive interest payments based on the one-month London Interbank Offered Rate (“LIBOR”) through July 17, 2023, and on the one-month Term Secured Overnight Financing Rate (“SOFR”) or Overnight Indexed Swap (“OIS”) compound SOFR for periods after July 17, 2023. The net difference to be paid or received under the interest rate swap agreements will be settled monthly and recognized as an adjustment to interest expense. For the years ended December 31, 2025, 2024 and 2023, we recognized an unrealized gain (loss) on interest rate swap agreements of approximately ($18.1) million, $6.1 million and ($2.9) million, respectively.

Our interest rate swap agreements were as follows (in thousands, except blended fixed rate):


		Aggregate	Blended
Interest rate swap agreement term		notional amount	fixed rate
July 18, 2023 - August 18, 2025	$	500,000	2.87	%
August 18, 2023 - August 18, 2026	$	280,000	3.52	%
August 18, 2025 - August 18, 2026	$	500,000	3.31	%
August 18, 2026 - August 18, 2028	$	700,000	3.24	%

(k) Income taxes

No provision for United States federal income taxes has been reflected in the accompanying consolidated financial statements because we are treated as a partnership for federal income tax purposes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by us flow up to our owners.

(l) Comprehensive income

Entities that report items of other comprehensive income have the option to present the components of net earnings and comprehensive income in either one continuous financial statement, or two consecutive financial statements. As we have no components of comprehensive income other than net earnings, no statement of comprehensive income has been presented.

(m) Recent accounting pronouncements

In March 2024, the Securities and Exchange Commission (SEC) issued final climate-related disclosure rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Subject to certain exemptions, the rules will require annual disclosure of material greenhouse gas emissions as well as disclosure of governance, risk management and strategy related to material climate-related risks. In addition, the rules require (i) financial statement impacts of severe weather events and other natural conditions; (ii) a roll forward of carbon offset and renewable energy credit balances if material to the Company’s plan to achieve climate-related targets or goals; and (iii) material impacts on estimates and assumptions in the financial statements. The disclosure requirements will begin phasing in for annual periods beginning with the calendar year 2027. The rule is currently stayed pending resolution of various legal challenges and in March 2025, the Securities and Exchange Commission voted to end its

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

defense of the rule. We are currently evaluating the final rules to determine its impact on our consolidated financial statements once the final implementation timeline is concluded.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement, which is intended to improve the disclosure about certain operating expenses primarily through enhanced disclosure of cost of sales and selling, general and administrative expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The guidance can be applied on either a prospective or a retrospective basis at our election. We are currently evaluating the impact the guidance will have on our consolidated financial statements and our plan for adoption.

(2) TRANSACTIONS WITH AFFILIATES

Operations and reimbursement agreement—Frontera. We have a 50% ownership interest in the Frontera Brownsville LLC joint venture (“Frontera”). We operate Frontera, in accordance with an operations and reimbursement agreement executed between us and Frontera, for a management fee that is based on our costs incurred. Our agreement with Frontera stipulates that we may resign as the operator at any time with the prior written consent of Frontera, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. For the years ended December 31, 2025, 2024 and 2023, we recognized approximately $5.2 million, $5.9 million and $6.1 million, respectively, of revenue related to this operations and reimbursement agreement.

Terminaling services agreements—Brownsville terminals. We have terminaling services agreements with Frontera relating to our Brownsville, Texas facility that expired or will expire in August 2025, April 2026 and May 2026. In exchange for its minimum throughput commitments, we agreed to provide Frontera with approximately 162,000 to 227,000 barrels of storage capacity under these agreements. For the years ended December 31, 2025, 2024 and 2023, we recognized revenue related to these agreements of approximately $2.2 million, $1.6 million and $1.9 million, respectively.

Terminaling services agreement—Gulf Coast terminals. We have a terminaling services agreement with Associated Asphalt Marketing, LLC relating to our Gulf Coast terminals. Prior to December 15, 2023, Associated Asphalt Marketing, LLC was a wholly owned indirect subsidiary of ArcLight. The agreement will expire in April 2031, subject to two-year automatic renewals unless terminated by either party upon 180 days’ prior notice. In exchange for its minimum throughput commitment, we have agreed to provide Associated Asphalt Marketing, LLC with approximately 750,000 barrels of storage capacity. For the years ended December 31, 2025, 2024 and 2023, we recognized affiliate revenue related to this agreement with Associated Asphalt Marketing, LLC of approximately $nil, $nil and $8.9 million, respectively.

Operating and administrative agreement—SeaPort Midstream—Central services. We have a 51% ownership interest in SeaPort Midstream. We operate SeaPort Midstream in accordance with an operating and administrative agreement executed between us and SeaPort Midstream, for a management fee that is based on our costs incurred. The operating and administrative agreement will expire in November 2027, subject to two-year automatic renewals unless terminated by either party upon no less than twelve months’ notice prior to the end of the initial term or any successive term. Our agreement with SeaPort Midstream stipulates that we may resign as the operator at any time with the prior written consent of SeaPort Midstream, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. For the years ended December 31, 2025, 2024 and 2023, we recognized revenue related to this operations and administrative agreement of approximately $4.1 million, $4.2 million and $4.3 million, respectively.

Terminaling services agreement— SeaPort Midstream. We had a terminaling services agreement with SeaPort Midstream relating to our West Coast terminals. The agreement expired in January 2023. In exchange for our minimum throughput commitment, SeaPort Midstream agreed to provide us with approximately 14,000 barrels of storage capacity.

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

We used this capacity to store and sell refined and renewable products. For the years ended December 31, 2025, 2024 and 2023, we recognized expense related to this agreement of approximately $nil, $nil and $0.1 million, respectively.

Other affiliates—Central services. We manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC. For the years ended December 31, 2025, 2024 and 2023, we recognized revenue related to reimbursements from these affiliates of approximately $0.5 million, $2.8 million and $3.3 million, respectively. Our administration of payroll for the senior management of Lucknow-Highspire Terminals, LLC ended on December 31, 2024.

Services agreement—TransMontaigne Management Company. Our executive officers who provide services to the Company are employed by TransMontaigne Management Company, LLC, a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates. Pursuant to a services agreement between our subsidiary, TLP Management Services L.L.C. (“TMS”) and TransMontaigne Management Company, TMS continues to provide certain payroll functions and maintains all employee benefits programs on behalf of TransMontaigne Management Company. TransMontaigne Management Company is reimbursed for the payroll and benefits expenses related to our executive officers, plus a 1% administration fee. For the years ended December 31, 2025, 2024 and 2023, aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately $3.0 million, $2.6 million and $2.5 million, respectively.

(3) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

We conduct our operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast and along the West Coast. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products, renewable products and crude oil. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. We maintain allowances for potentially uncollectible accounts receivable.

Trade accounts receivable, net consists of the following (in thousands):


		December 31,			December 31,
		2025			2024
Trade accounts receivable		$	24,878		$	24,363

We did not recognize an allowance for credit losses for the years ended December 31, 2025, 2024 and 2023.

The following customer accounted for at least 10% of our consolidated revenue in at least one of the periods presented in the accompanying consolidated statements of operations:


		Year ended		Year ended		Year ended
		December 31,		December 31,		December 31,
Customer	Business Segment	2025		2024		2023
Customer A ⁽¹⁾	West Coast terminals	20	%	25	%	14	%

(1)

For each of the years ended December 31, 2025, 2024 and 2023, approximately 99% of Customer A's consolidated revenue was related to product sales and approximately 1% was related to terminal revenue.

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

(4) OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):


		December 31,			December 31,
		2025			2024
Unrealized gain on interest rate swap agreements		$	806		$	4,448
Amounts due from insurance companies			3,792			3,770
Prepaid insurance			2,688			2,869
Additive detergent			2,097			2,187
Prepaid inventory			1,327			678
Deposits and other assets			2,223			2,442
		$	12,933		$	16,394

Amounts due from insurance companies. We periodically file claims for recovery of environmental remediation costs with our insurance carriers under our comprehensive liability policies. We recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable (i.e., likely to occur). At both December 31, 2025 and 2024, we recognized amounts due from insurance companies of approximately $3.8 million representing our best estimate of our probable insurance recoveries. During the year ended December 31, 2025, we received insurance recoveries of approximately $1.3 million and increased our estimate of our probable insurance recoveries by approximately $1.3 million.

(5) ASSETS HELD FOR SALE

On January 22, 2025, the Company announced that it had entered into an agreement for the sale of our terminal facility in Fairfax, Virginia for a purchase price of approximately $30.8 million. Proceeds from the terminal sale will be used for repayment of certain term debt obligations. The Fairfax terminal facility is in our Southeast terminals business segment and has active storage capacity of approximately 500,000 barrels for the storage of gasoline, diesel, ethanol, and fuel additives. The closing of the sale is expected to occur on or about June 30, 2026, subject to certain rights for the Company to extend the closing date and is subject to customary closing conditions.

As a result, we have determined that the Fairfax terminal facility of approximately $7.0 million should be classified as held for sale at December 31, 2025. The committed and planned sale does not, however, represent a strategic shift that will have a major effect on our operations and financial results. Therefore, the effects of the planned sale has not been reported as discontinued operations within the consolidated financial statements.

(6) PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net is as follows (in thousands):


		December 31,			December 31,
		2025			2024
Land		$	94,930		$	96,880
Terminals, pipelines and equipment			1,486,800			1,446,804
Furniture, fixtures and equipment			22,431			20,840
Construction in progress			18,201			16,080
			1,622,362			1,580,604
Less accumulated depreciation			(831,236)			(772,330)
		$	791,126		$	808,274

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

At December 31, 2025 and 2024, property, plant and equipment, net utilized by our customers in revenue operating lease arrangements consisted of approximately $551.1 million and $560.9 million, respectively, of terminals, pipelines and equipment. The terminals, pipelines and equipment primarily relates to our storage tanks and associated internal piping.

(7) GOODWILL

Goodwill is as follows (in thousands):


		December 31,			December 31,
		2025			2024
Brownsville terminals		$	8,485		$	8,485
West Coast terminals			10,101			10,101
		$	18,586		$	18,586

Goodwill is required to be tested for impairment annually unless events or changes in circumstances indicate it is more likely than not that an impairment loss has been incurred at an interim date. Our annual test for the impairment of goodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Our reporting units are our operating segments (see Note 17 of Notes to consolidated financial statements). The fair value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents an estimate of the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired.

At December 31, 2025 and 2024, our Brownsville and West Coast terminals contained goodwill. Our estimate of the fair value of our Brownsville and West Coast terminals at December 31, 2025 and 2024 substantially exceeded the carrying amount. Accordingly, we did not recognize any goodwill impairment charges for each of the years ended December 31, 2025, 2024 and 2023. However, an increase in the assumed market participants’ weighted average cost of capital, the loss of a significant customer, the disposition of significant assets, or an unforeseen increase in the costs to operate and maintain the Brownsville and West Coast terminals, could result in the recognition of an impairment charge in the future.

(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At December 31, 2025 and 2024, our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), a 30% ownership interest in Olympic Pipeline Company, LLC (“Olympic Pipeline Company”), a 51% ownership interest in SeaPort Midstream, and a 50% ownership interest in Frontera. BOSTCO is a terminal facility located on the Houston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownership interests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have voting rights and are not required to make capital investments. Olympic Pipeline Company is a 400-mile interstate refined petroleum products pipeline system running from Blaine, Washington to Portland, Oregon and a refined and renewable products terminal in Bayview, Washington. SeaPort Midstream is two terminal facilities located in Seattle, Washington and Portland, Oregon that encompasses approximately 1.3 million barrels of refined and renewable product storage. Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities.

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

The following table summarizes our investments in unconsolidated affiliates:


	Percentage of				Carrying value
	ownership				(in thousands)
	December 31,		December 31,		December 31,		December 31,
	2025		2024		2025		2024
BOSTCO	42.5	%	42.5	%	$	173,862	$	180,920
Olympic Pipeline Company	30	%	30	%		83,595		84,975
SeaPort Midstream	51	%	51	%		33,787		33,495
Frontera	50	%	50	%		16,398		18,002
Total investments in unconsolidated affiliates					$	307,642	$	317,392

At December 31, 2025 and 2024, our investment in BOSTCO includes approximately $5.5 million and $5.7 million, respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of interest on our investment during the construction of BOSTCO amortized over the useful life of the assets. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the BOSTCO entity.

At December 31, 2025 and 2024, our investment in Olympic Pipeline Company includes approximately $4.8 million and $5.1 million, respectively, of excess investment related to property, plant and equipment being amortized over the useful life of the assets and approximately $20.2 million of excess investment related to goodwill. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the Olympic Pipeline Company entity.

Earnings (loss) from investments in unconsolidated affiliates were as follows (in thousands):


		Year ended			Year ended		Year ended
		December 31,			December 31,		December 31,
		2025			2024		2023
BOSTCO		$	4,396		$	4,552	$	2,624
Olympic Pipeline Company			4,636			4,975		4,130
SeaPort Midstream			1,500			3,033		3,210
Frontera			(627)			(2,555)		176
Total earnings from investments in unconsolidated affiliates		$	9,905		$	10,005	$	10,140

Additional capital investments in unconsolidated affiliates were as follows (in thousands):


		Year ended			Year ended		Year ended
		December 31,			December 31,		December 31,
		2025			2024		2023
BOSTCO		$	—		$	—	$	68
Olympic Pipeline Company			—			—		—
SeaPort Midstream			—			—		—
Frontera			—			—		500
Additional capital investments in unconsolidated affiliates		$	—		$	—	$	568

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

Cash distributions received from unconsolidated affiliates were as follows (in thousands):


		Year ended			Year ended		Year ended
		December 31,			December 31,		December 31,
		2025			2024		2023
BOSTCO		$	11,454		$	10,118	$	11,976
Olympic Pipeline Company			6,016			—		2,064
SeaPort Midstream			1,208			1,895		1,641
Frontera			977			710		749
Cash distributions received from unconsolidated affiliates		$	19,655		$	12,723	$	16,430

The summarized combined financial information of our unconsolidated affiliates was as follows (in thousands):

Balance sheets:



		December 31,

TransMontaigne Partners LLC 10-K