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, 2024
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, ~~2024~~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.

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TABLE OF CONTENTS


Item		Page No.
	Part I
1 and 2.	Business and Properties	4
1A.	Risk Factors	21
1B.	Unresolved Staff Comments	3233
1C.	Cybersecurity	3233
3.	Legal Proceedings	3334
4.	Mine Safety Disclosures	3334
	Part II
5.	Market for the Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities	3334
6.	Reserved	3435
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3435
7A.	Quantitative and Qualitative Disclosures About Market Risks	4850
8.	Financial Statements and Supplementary Data	4851
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	7781
9A.	Controls and Procedures	7781
9B.	Other Information	7882
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	7882
	Part III
10.	Directors, Executive Officers and Corporate Governance	7882
11.	Executive Compensation	8084
12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	8185
13.	Certain Relationships and Related Transactions, and Director Independence	8185
14.	Principal Accounting Fees and Services	8286
	Part IV
15.	Exhibit and Financial Statement Schedules	8387
16.	Form 10-K Summary	8589

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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, ~~global health epidemics,~~ 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;

●

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

●

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

●

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 ~~the~~ 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

~~Terminal~~Fisher ~~Facilities~~Island ~~Sale~~terminal ~~Agreements~~facility land sale-leaseback. On ~~January~~October 228, 2025, the Company ~~announced~~completed ~~that it had entered into separate agreements for~~ the sale-leaseback of our terminal ~~facilities~~facility land on Fisher Island, Miami, Florida ~~and~~to inHRP ~~Fairfax~~Fisher Island, ~~Virginia~~LLC, for a purchase price of $180 million. Proceeds from the sale of the Fisher Island terminal ~~sales~~facility ~~will~~land bewere used for ~~repayment~~a of$175 ~~certain~~million prepayment on our senior secured term ~~debt~~loans. ~~obligations~~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).

The Fisher Island terminal has active capacity of approximately 700,000 barrels for the storage of marine fuels. The purchase price is approximately $180 million. The closing of the sale is expected to occur on or about June 20, 2025, subject to customary closing conditions. Following the closing, we will lease the terminal from the buyer to allow us to continue servicing our current customer agreements through approximately May 2027.

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~~The~~Credit ~~Fairfax~~Agreement ~~terminal~~amendment. ~~has~~On ~~active~~February ~~capacity~~6, of2026, ~~approximately~~the ~~500~~Company,~~000~~ ~~barrels~~as ~~for~~parent ~~the~~guarantor, ~~storage~~and ofTransMontaigne ~~gasoline,~~Operating ~~diesel~~Company L.P., ~~ethanol~~our wholly owned subsidiary, ~~and~~entered ~~fuel~~into ~~additives~~Amendment No. ~~The~~6 ~~purchase~~to ~~price~~the isCredit ~~approximately~~Agreement, ~~$30.8~~which ~~million.~~provides ~~The~~for, ~~closing~~among other things, the reduction of the ~~sale~~applicable ismargin ~~expected~~of tothe ~~occur~~senior onsecured orterm ~~about~~loans ~~June~~under ~~30,~~the ~~2026,~~Credit ~~subject~~Agreement toand ~~certain~~the ~~rights~~extension ~~for~~of the ~~Company~~maturity of the senior secured term loans (the “Repricing and Extension”). After giving effect to ~~extend~~the Repricing and Extension, senior secured term loans under the ~~closing~~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 ~~closing~~other isterms ~~subject~~and toconditions ~~customary~~of ~~closing~~the ~~conditions~~Credit Agreement, as amended by Amendment No. 6, remain unchanged.

~~Credit~~Charlotte ~~Agreement~~terminal ~~Amendment~~facility sale agreement. On ~~February~~March 518, ~~2025~~2026, the Company, ~~as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary,~~ entered into ~~Amendment~~an ~~No.~~agreement 4for to the ~~Credit~~sale ~~Agreement~~of ~~which~~our ~~provides~~terminal ~~for,~~facility ~~among~~in ~~other things~~Charlotte, ~~(i)~~North ~~the~~Carolina ~~extension~~for ofa ~~the~~purchase ~~maturity~~price ~~date~~of ~~with~~approximately ~~respect~~$3.4 tomillion. ~~the~~Proceeds ~~revolving~~from ~~credit facility (~~the ~~“Extension”)~~terminal ~~and~~sale ~~(ii)~~will ~~the~~be ~~reduction~~used offor ~~the~~repayment ~~applicable margin~~ of ~~the~~certain ~~loans~~term ~~under~~debt ~~the revolving credit facility (the “RCF Repricing”)~~obligations. ~~After~~The ~~giving~~Charlotte ~~effect~~terminal tofacility ~~the~~has ~~Extension~~storage ~~and~~capacity ~~RCF Repricing, (i) the maturity date~~ of ~~the~~approximately ~~revolving~~120,000 ~~credit~~barrels ~~facility~~for ~~shall be~~ the ~~earlier~~storage of ~~August~~gasoline, 31diesel, ~~2029 or~~ethanol, toand ~~the~~fuel ~~extent~~additives. ~~that~~The ~~any~~closing ~~senior~~of ~~secured term loans under~~ the ~~Credit~~sale ~~Agreement remain outstanding, the date that~~ is ~~ninety-one~~expected ~~(91) days prior~~ to ~~the~~occur ~~maturity~~on ~~date of such senior secured term loans under the Credit Agreement (taking into account any extensions~~ or ~~refinancings~~about ~~thereof)~~April ~~and (ii) loans under the revolving credit facility accrue interest at a per annum rate equal to~~17, ~~at our election~~2026, ~~either a Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 3.00%~~ or anon ~~alternate~~such ~~base~~other ~~rate~~date ~~plus~~as anmay ~~applicable~~be ~~margin~~mutually ofagreed ~~2.00%.~~by ~~The~~the ~~other terms~~ parties and ~~conditions~~is ofsubject ~~the~~to ~~Credit~~customary ~~Agreement,~~closing ~~as amended by Amendment No~~conditions. ~~4, remain unchanged.~~

Senior Notes. 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. We used the net proceeds from the senior unsecured notes offering to redeem all of our 6.125% senior notes due in 2026, repay indebtedness under our revolving credit facility, make a distribution to TLP Finance Holdings, LLC to repay TLP Finance Holdings, LLC’s term loan due in 2025 and to pay fees and expenses in connection with the transactions, with the remainder to be used for general corporate purposes.

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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, ~~2024~~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		~~271~~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,~~864~~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		~~201,000~~—
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,~~211~~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,~~471~~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 aan ~~major~~energy ~~oil~~ 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. AAn ~~major~~energy ~~oil~~ 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 ~~major~~energy ~~oil~~ 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.

River Operations. Our River terminals are composed of 10 active product terminals located along the Mississippi and Ohio Rivers with approximately 2.2 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

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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 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.

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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, ~~SeaPort~~Olympic ~~Midstream~~Pipeline Company’s business. Our 30% ownership interest does not allow us to control ~~SeaPort~~Olympic ~~Midstream~~Pipeline Company but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in ~~SeaPort~~Olympic ~~Midstream~~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.

● Management fees. We manage and operate certain tank capacity at our Port Everglades South terminal for aan ~~major~~energy ~~oil~~ 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 a major oil 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.

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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.

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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 7073% of the total revenue for the year ended December 31, ~~2024~~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. WeThis ~~can~~control ~~also~~room ~~monitor~~serves ~~activity~~as atthe ~~our~~primary ~~terminals~~operations ~~from~~center ~~this~~for ~~control~~pipeline ~~room~~monitoring orand ~~other~~control ~~areas within the Roswell, Georgia office~~activities.

The control center ~~operates~~uses ~~with~~ 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 onalong the pipeline are linked by high-speed communication systems for remote monitoring and control. InOur ~~addition, 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 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 work force 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.

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~~internal~~petroleum ~~pipeline~~and ~~inspection,~~petroleum ~~pressure~~products ~~testing,~~pipelines orand ~~other~~requires ~~equally~~any ~~effective~~entity ~~means~~that toowns ~~assess~~or ~~the~~operates ~~integrity~~such of pipeline ~~segments~~facilities into ~~HCAs.~~comply ~~The~~with ~~program~~certain ~~requires~~regulations, ~~periodic~~to ~~review~~permit ofaccess ~~pipeline segments in HCAs~~ to ~~ensure adequate preventative~~ and ~~mitigating~~copying ~~measures~~of ~~exist. Through this program~~records, weand ~~evaluate a range of threats~~ to ~~each~~submit ~~pipeline~~certain ~~segment’s~~reports ~~integrity~~and byprovide ~~analyzing available~~ information ~~about~~as ~~the~~required ~~pipeline segment and consequences of a failure in an HCA. The regulations require prompt action to address integrity issues raised~~ by the ~~assessment~~Secretary ~~and~~of ~~analysis~~Transportation. We ~~have completed baseline assessments for all segments and~~ believe that we are in material compliance with ~~these~~PIPES ~~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~~regulations ofpromulgated ~~PHMSA to issue an emergency order that addresses unsafe conditions or hazards that pose an imminent threat to pipeline safety~~thereunder. ~~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 have completed baseline assessments for all of the segments and believe that we are in material compliance with these aboveground storage tank regulations.

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.

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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 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.

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~~losses~~platforms, and onshore facilities, including terminals, pipelines and transfer facilities. ~~The~~In ~~sources~~order ofto ~~these~~handle, ~~emissions~~store or transport oil, facilities are ~~strictly~~required ~~regulated~~to ~~through~~file oil spill response plans with the ~~permitting~~United ~~process~~States Coast Guard, the Office of Pipeline Safety and/or the EPA. ~~Such~~Numerous ~~regulation~~states ~~includes~~have ~~stringent~~enacted ~~control~~laws ~~technology~~similar to OPA and ~~extensive~~require ~~permit~~similar ~~review~~or ~~with~~additional ~~periodic~~prevention ~~renewal~~and response plans. ~~The~~Under ~~cost~~OPA ~~involved~~and insimilar ~~obtaining~~state ~~and~~laws, ~~renewing~~responsible ~~these~~parties ~~permits~~for a regulated facility from which oil is ~~not~~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.

~~Moreover,~~Contamination ~~any~~resulting offrom ~~our~~spills ~~facilities~~or ~~that~~releases ~~emit~~of ~~volatile~~products ~~organic~~is ~~compounds~~an orinherent ~~nitrogen~~risk ~~oxides~~in ~~and~~the ~~are~~petroleum ~~located~~terminal inand ~~ozone~~pipeline ~~non-attainment~~industry. ~~areas~~To ~~face~~the ~~increasingly~~extent ~~stringent~~that ~~regulations,~~groundwater ~~including~~contamination ~~requirements~~requiring toremediation ~~install~~exists ~~various~~around ~~levels~~the offacilities ~~control~~we ~~technology~~own onas ~~sources~~a result of ~~pollutants.~~past Weoperations, we believe ~~that~~any wesuch ~~are~~contamination inis ~~material~~being ~~compliance~~controlled ~~with~~or ~~existing~~remedied ~~standards~~without ~~and~~having ~~regulations~~a ~~pursuant~~material toadverse ~~the~~effect ~~CAA~~on ~~and~~our ~~similar~~financial ~~state~~condition. ~~and~~However, ~~local~~such ~~laws,~~costs ~~and~~can webe dounpredictable ~~not~~and ~~anticipate~~are ~~that~~site ~~implementation~~specific ofand, ~~additional~~therefore, ~~regulations~~the ~~will~~effect ~~have~~may abe material ~~adverse~~in ~~effect~~the ~~on us~~aggregate.

~~Congress~~Air ~~and~~Emissions. Our ~~numerous~~operations ~~states~~ are ~~currently~~subject ~~considering~~to ~~additional~~the ~~proposed~~federal ~~legislation~~Clean ~~directed~~Air atAct, ~~reducing~~or ~~“greenhouse~~CAA, ~~gas~~and ~~emissions~~comparable state and local statutes.” ItThe isCAA ~~not~~requires ~~possible~~most atindustrial ~~this~~operations ~~time~~in the United States to ~~predict~~incur ~~how~~ongoing ~~future~~expenditures ~~legislation~~to ~~that~~meet ~~may~~the beair ~~enacted~~emission tocontrol ~~address~~standards ~~greenhouse~~that ~~gas~~are ~~emissions~~developed ~~would~~and ~~impact~~implemented ~~our~~by ~~operations~~the EPA and state environmental agencies. WeThese ~~believe~~laws weand ~~are~~regulations inregulate ~~material~~emissions ~~compliance~~of ~~with~~air ~~existing~~pollutants ~~federal~~from various industrial sources, including our operations, and ~~state~~also ~~greenhouse~~impose ~~gas~~various monitoring and reporting ~~regulations~~requirements. ~~Although~~Such ~~future~~ laws and regulations ~~could~~may ~~result~~require ina ~~increased~~facility ~~compliance~~to ~~costs~~obtain pre-approval for the construction or ~~additional~~modification ~~operating~~of ~~restrictions,~~certain ~~they~~projects ~~are~~or ~~not~~assets expected to ~~have~~produce aair ~~material~~emissions ~~adverse~~or ~~effect~~result onin ~~our~~the ~~business,~~increase ~~financial~~of ~~position~~existing air emissions. Accordingly, ~~results~~such offacilities ~~operations~~must obtain and ~~cash~~strictly ~~flows~~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 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.

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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.

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.

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 in 2017 during the first Trump administration. Although the United States rejoined the Paris Agreement in 2021, in January 2025, President Trump issued an executive order, upon taking office for his second term, initiating the process for withdrawing the United States from the Paris Agreement. President Trump also issued a series of executive orders signaling a potential 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 November 2021, the United States enacted a nearly $1 trillion bipartisan infrastructure law, which provided significant funding for electric vehicles and clean energy technologies in an effort to accelerate the transition away from fossil fuels. 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. Certain of these initiatives are subject to ongoing litigation, and the impacts of each of these laws and orders, and the terms of any legislation or regulation to implement the United States commitment under the Paris Agreement, remain unclear at this time. 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. It is possible the second Trump administration may shift the United States’ energy policy and priorities, including the appropriation and disbursement of

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Domestically, federal ~~funds~~and ~~under~~state ~~the~~legislative ~~bipartisan~~and ~~infrastructure~~regulatory ~~law~~initiatives ~~and~~have ~~the~~attempted ~~Inflation~~to ~~Reduction~~and ~~Act~~will oflikely ~~2022. However,~~continue ~~changes~~ to ~~United~~address ~~States~~ climate change ~~strategy~~and ~~under~~control ~~the~~or ~~second~~limit ~~Trump~~greenhouse ~~administration~~gas ~~remain~~emissions. ~~subject~~A tonumber ~~the~~of ~~ultimate~~states, ~~passage~~including ofstates ~~legislation~~in ~~and~~which ~~action~~we ofoperate ~~federal~~such as California and ~~state~~Washington, ~~regulatory~~have ~~agencies;~~enacted ~~therefore,~~or ~~the~~passed ~~impact~~measures to ~~our~~track ~~industry~~ and ~~our~~reduce ~~current~~emissions ~~and~~of ~~future~~greenhouse ~~operations~~gases, ~~due~~primarily tothrough ~~climate~~the ~~change~~planned development of greenhouse gas emission inventories and regional greenhouse gas ~~regulation~~cap-and-trade isprograms ~~unknown~~and atestablish ~~this~~vehicle ~~time~~efficiency standards and electric vehicle mandates.

OnIn ~~October~~December 72015, ~~2023,~~over ~~California~~190 ~~signed~~countries, ~~into~~including ~~law~~the ~~two~~United ~~climate~~States, ~~disclosure~~reached ~~bills~~an ~~that~~agreement ~~will~~to ~~impose~~reduce ~~reporting~~global ~~obligations~~greenhouse ongas ~~companies~~emissions ~~doing business in California—SB 253,~~ (the ~~Climate~~“Paris ~~Corporate~~Agreement”). ~~Data~~The ~~Accountability~~United ~~Act~~States ~~and~~withdrew SBfrom ~~261,~~the ~~Greenhouse~~Paris ~~Gases:~~Agreement ~~Climate-Related~~effective ~~Financial~~January ~~Risk. On March 6~~2026, ~~2024, the Securities~~ and ~~Exchange~~during ~~Commission~~his ~~issued~~second aterm, ~~final~~President ~~rule~~Trump ~~that~~mandated ~~will enhance and standardize climate-related disclosures for investors. The rule is currently stayed pending resolution of various legal challenges. We are still evaluating~~ the ~~impact~~end of the ~~final~~United ~~rule~~States’ onfinancial ~~the~~commitments ~~Company;~~under ~~however, such rules at~~ the ~~federal~~UN ~~and~~Framework ~~state~~Convention ~~level~~on ~~could~~Climate ~~increase~~Change ~~our costs to operate~~ and ~~maintain~~revoked ~~our~~the ~~facilities~~U.S. ~~by,~~International ~~for~~Climate ~~example,~~Finance ~~requiring~~Plan. ~~that~~President weTrump ~~measure~~also ~~and~~issued ~~report~~a ~~our~~series ~~emissions,~~of ~~install~~executive ~~new~~orders ~~emission~~upon ~~controls~~taking atoffice ~~our~~for ~~facilities,~~his ~~acquire~~second ~~allowances~~term; tosignaling ~~authorize~~a ~~our~~shift ~~emissions,~~in ~~pay~~environmental ~~taxes related to our emissions~~ and ~~administer~~energy ~~and~~policy ~~manage~~in anthe ~~emissions~~United ~~program~~States, ~~among~~including ~~other~~an ~~possible~~executive ~~measures.~~order Werevoking ~~may~~nearly be80 ~~unable~~executive toorders ~~include~~issued ~~some~~by orPresident ~~all~~Biden, ofincluding ~~these~~those ~~increased~~addressing ~~costs~~public inhealth ~~the fees we charge to our customers~~ and ~~any~~the ~~such recovery may depend on events beyond our control~~environment, ~~including~~ the ~~provisions~~climate ofcrisis, ~~any~~and ~~final~~climate-related ~~legislation~~financial ~~or implementing regulations~~risks.

~~Climatic~~In ~~events~~August in2022, the ~~areas~~United inStates ~~which~~enacted wethe ~~operate~~Inflation Reduction Act of 2022, ~~whether~~which ~~from~~allocated $369 billion to climate change orand ~~otherwise~~environmental initiatives, ~~can~~including ~~cause~~transportation ~~disruptions~~electrification, fees on and ingreater ~~some~~regulation ~~cases,~~of ~~delays~~methane inemissions, orand ~~suspension~~support ~~of,~~for ~~our~~green ~~services~~energy manufacturing programs. ~~These~~In ~~events~~November 2024, ~~including~~the ~~but~~EPA ~~not~~issued ~~limited~~a final rule to ~~storms~~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, ~~drought~~President Trump issued an executive order pausing the disbursement of funds appropriated through the Inflation Reduction Act of 2022 and, ~~wildfire~~in July 2025, ~~extreme~~Congress ~~temperatures~~passed orthe ~~flooding~~One Big Beautiful Bill Act, ~~may~~which ~~become~~eliminated ~~more~~most ~~intense~~of orthe ~~more~~Inflation ~~frequent~~Reduction asAct of 2022’s incentives and delayed the commencement of the “waste emissions charge” by a ~~result~~decade to 2034. Notably, Congress eliminated EPA’s regulations in support of ~~climate~~the ~~change~~“waste emissions charge” using the Congressional Review Act effective on March 14, 2025, and ~~could~~as ~~impact~~of ~~our~~September ~~operations~~12, ~~including~~2025, ~~damages~~EPA has proposed both to ~~our~~suspend ~~facilities~~the Greenhouse Gas Reporting Program for oil and gas sources until 2034 and to eliminate such reporting for all other sources. AsMost recently, on February 12, 2026, the EPA issued a ~~result~~final ofrule ~~losses~~eliminating ~~sustained~~both atthe ~~our~~2009 ~~facilities~~greenhouse gas endangerment finding, inwhich underpins U.S. federal regulation of greenhouses gas emissions under the ~~energy~~Clean ~~industry~~Air Act, orand inall ~~the~~subsequent ~~geographies~~federal ~~where~~greenhouse ~~our~~gas ~~facilities~~emissions ~~are~~standards ~~located,~~for weall ~~may~~vehicles ~~experience~~and ~~increased~~engines ~~insurance~~of ~~costs,~~model oryears ~~difficulty~~2012 ~~obtaining~~through ~~adequate~~2027 ~~insurance~~and ~~coverage~~beyond. ~~Extreme~~The ~~weather~~final ~~events~~rule ~~could~~is ~~cause~~expected ~~damage~~to be subject to ~~our~~extensive ~~facilities~~litigation, ~~that~~and ~~may~~the ~~exceed~~impact ~~our~~of ~~insurance~~such ~~coverage~~scaling back is difficult to predict at this time. The impact to our industry and our ~~financial~~current ~~condition~~and future operations, more broadly due to climate change and ~~results~~greenhouse ofgas ~~operations~~regulation, ~~could~~is bealso ~~adversely~~unknown ~~affected~~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.

~~Tariff~~Climatic ~~Regulation.~~events ~~The~~in ~~Razorback pipeline, which runs between Mount Vernon, Missouri and Rogers, Arkansas and~~ the ~~Diamondback~~areas ~~pipeline,~~in which ~~runs~~we ~~between Brownsville~~operate, ~~Texas~~whether ~~and~~from ~~the~~climate ~~United~~change ~~States/Mexico~~or ~~border~~otherwise, ~~transport~~can ~~petroleum~~cause ~~products~~disruptions, ~~subject to regulation by the FERC under the Interstate Commerce Act~~ and ~~the~~in ~~Energy~~some ~~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~~cases, ~~providing~~delays ~~gasoline service thereon~~in, ~~and~~or ~~the~~suspension ~~previously idle 6” pipeline~~of, ~~providing diesel service thereon, when~~ our ~~customer~~services. ~~obtains~~These ~~all the necessary approvals from the Mexican government~~events, ~~and~~including ~~have~~but ~~previously~~not ~~filed~~limited ~~revised tariffs with the FERC~~ to ~~support~~storms, ~~such activities. FERC regulation requires that the rates of pipelines providing interstate service~~drought, ~~such as the Razorback and Diamondback pipelines~~wildfire, beextreme ~~filed~~temperatures ator ~~FERC and posted publicly~~flooding, ~~and~~may ~~that~~become ~~these~~more ~~rates~~intense beor ~~“just~~more ~~and~~frequent ~~reasonable”~~as ~~and nondiscriminatory. Rates are currently regulated by the FERC primarily through an index methodology, whereby~~ a ~~pipeline~~result isof ~~allowed~~climate 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 acould ~~rehearing~~impact ~~proceeding,~~our ~~the FERC set the new index at PPI-FG minus 0.21% for the five-year period extending through June 2026~~operations, ~~and~~including ~~ordered~~damages ~~pipelines~~ to ~~recalculate~~our ~~their rate ceiling levels effective March 1, 2022 (the “Rehearing Order”)~~facilities. 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~~of ~~D.C.~~losses ~~Circuit~~sustained ~~vacated~~at ~~the~~our ~~Rehearing Order and~~facilities, in ~~September 2024, FERC reinstated~~ the ~~index~~energy ~~that existed prior to the Rehearing Order (which FERC set at PPI-FG plus 0.78% in December 2020). In September 2024~~industry, ~~FERC~~or 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~~geographies ~~effective~~where ~~index~~our byfacilities ~~1%,~~are 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. The outcome of the rulemaking is uncertain at this time. In the alternativelocated, ~~interstate~~we ~~pipeline companies~~ may ~~elect~~experience toincreased ~~support~~insurance ~~rate filings by using a cost-of-service methodology~~costs, ~~competitive market showings,~~ or ~~actual~~difficulty ~~agreements~~obtaining ~~(that~~adequate ~~is,~~insurance ~~negotiated~~coverage. ~~rates~~Extreme ~~agreements)~~weather ~~between~~events ~~shippers~~could ~~and~~cause ~~the~~damage ~~oil~~to ~~pipeline~~our ~~company.~~

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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 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 impressed current cathodic protection 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 the monitoring of 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 meet or exceed all PHMSA inspection requirements for pipelines located in the United States.

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 or are required to be 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 prevent the development of potentially flammable vapor from accumulating within the vapor space between fluid levels and the roof of the tank. Our terminal facilities operate with all required facility response plans, spill prevention and control plans, and other plans and programs to respond to emergencies.

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~~Many~~products across the international boundary line between the United States and Mexico. The Department of State’s regulations do not affect our ~~terminal~~rates ~~loading~~but ~~racks~~do ~~are~~require ~~protected~~the ~~with~~agency’s ~~fire~~approval ~~protection~~for ~~systems~~the ~~activated~~international bycrossing. ~~either~~We ~~heat~~do ~~sensors~~not orbelieve anthat ~~emergency~~these ~~switch.~~regulations ~~Many~~would ofhave ~~our~~any ~~storage~~negative ~~tanks~~material ~~are~~monetary ~~also~~impact ~~protected~~on byus ~~aqueous~~unless ~~fire-fighting~~the ~~foam~~regulations ~~systems~~were ~~that~~substantially ~~are~~modified, ~~activated~~which inwe ~~case~~believe ofto ~~fire~~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, ~~2025~~2026, we had approximately ~~547~~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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~~standards. We provide terminal personnel with ongoing facility operations training~~offerings, ~~including~~custom-built ~~terminal~~learning ~~specific requirements and ongoing safety compliance training~~paths, and ~~we recognize our terminal employees with annual safety awards. All accident, incident, injury/lost~~performance-~~time and near-miss events are investigated and reviewed by our dedicated safety and health department and reported to executive~~ management ~~and~~tools, asour ~~applicable,~~platforms todeliver ~~terminal~~a ~~managers~~contemporary, ~~vendors~~convenient, and ~~employees.~~inclusive Weapproach ~~use this investigation, review and reporting~~ to ~~translate~~professional ~~events into safety/operational enhancements, policy changes, training, or discipline, in each case as appropriate, to mitigate the potential for recurrence~~development. ~~We have been recognized by the International Liquids Terminals Association (ILTA) multiple times for safety excellence.~~

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.

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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. ~~A significant customer in our Southeast Terminals provided notice of intent to terminate their terminaling services agreement when it expires in the second quarter of 2026.~~ 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 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.

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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, ~~2024~~2025, our outstanding borrowings under the revolving credit facility were $~~17 million~~nil. At December 31, ~~2024~~2025, the capital expenditures to complete the approved additional investments and expansion capital projects are estimated to be approximately $2015 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.

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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, ~~2024~~2025, we had total long-term debt of $1.4421 billion and we had an unused borrowing base availability of $~~133~~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.

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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, ~~2024~~2025, we had additional borrowing capacity of $~~133~~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.

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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.

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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 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.

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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.

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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. ~~The~~Despite the United States Supreme Court’s February 2026 decision invalidating the tariffs imposed by President Trump ~~administration~~under ~~recently~~the ~~began~~International toEmergency ~~implement~~Economic Powers Act (IEEPA), the Trump administration recently implemented new tariffs and tosignaled an increase in existing tariffs on international goods, including steel and other construction materials. The ~~ultimate~~legality ~~outcome~~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.

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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 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.

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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;

● 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, ~~pending~~ 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

● 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.

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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.

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 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.28

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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.

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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. ~~Continued~~Global ~~war in Ukraine, the Israel-Hamas war or other 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 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 ineffective ~~2017~~January ~~during~~2026, ~~the~~and ~~first~~during ~~Trump~~his ~~administration. Although~~second ~~the~~term, ~~United~~President ~~States~~Trump ~~rejoined~~mandated the ~~Paris~~end ~~Agreement~~of inthe ~~2021,~~United inStates’ ~~January~~financial ~~2025,~~commitments ~~President~~under ~~Trump~~the ~~issued~~UN anFramework ~~executive~~Convention ~~order,~~on ~~upon~~Climate ~~taking~~Change ~~office~~and ~~for~~revoked ~~his second term, initiating~~ the ~~process~~U.S. ~~for~~International ~~withdrawing~~Climate ~~the~~Finance ~~United States from the Paris Agreement~~Plan. President Trump also issued a series of executive orders upon taking office for his second term; signaling a ~~potential~~ 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 ~~November 2021, the United States enacted a nearly $1 trillion bipartisan infrastructure law, which provided significant funding for electric vehicles and clean energy technologies, and 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.

29On 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

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~~rule~~deadline. toOn ~~implement~~March 6, 2024, the ~~methane~~Securities ~~emissions~~and ~~reduction~~Exchange ~~program~~Commission ~~outlined~~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 ~~Inflation~~Securities ~~Reduction~~and ~~Act~~Exchange Commission voted to end its defense of ~~2022~~the byrule. ~~imposing~~We aare ~~“waste~~still ~~emissions~~evaluating ~~charge”~~the impact of the final rule on ~~certain~~the ~~petroleum~~Company; however, such rules at the federal and ~~natural~~state ~~gas~~level ~~sources~~could increase our costs to operate and maintain our facilities by, for example, requiring that ~~are~~we ~~already~~measure ~~required~~and report our emissions, install new emission controls at our facilities, acquire allowances to ~~report~~authorize ~~their~~our emissions, ~~under~~pay ~~the~~taxes ~~EPA’s~~related ~~Greenhouse~~to ~~Gas~~our ~~Reporting~~emissions ~~Program. It~~and isadminister ~~possible~~and ~~the~~manage ~~second~~an ~~Trump~~emissions ~~administration~~program, among other possible measures. We may ~~shift~~be unable to include some or all of these increased costs in the ~~United~~fees ~~States'~~we ~~energy~~charge ~~policy~~to our customers and ~~priorities~~any such recovery may depend on events beyond our control, including the ~~appropriation~~provisions ~~and~~of ~~disbursement~~any final legislation or implementing regulations. Certain of ~~federal~~these ~~funds~~initiatives ~~under~~are ~~the~~subject ~~bipartisan~~to ~~infrastructure~~ongoing ~~law~~litigation, and the ~~Inflation~~impacts ~~Reduction~~of ~~Act~~these oflaws ~~2022~~and orders remain unclear 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. 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. 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.

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

●

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

●

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;

●

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;

●

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;

● 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~~Company;

●

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;

● ArcLight determines the amount and timing of any capital expenditures by our ~~company~~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;

●

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

●

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.

31Our 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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Our operations expose us to risks associated with public health crises and outbreaks of epidemics, pandemics, or contagious diseases. COVID-19 and its variants or 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.

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:

●

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

●

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

●

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

●

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

●

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

●

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;

●

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

●

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

●

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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~~such~~As ~~firms~~part ~~conduct~~of ~~cybersecurity~~our risk ~~assessments~~management process, ~~cybersecurity~~we ~~incident~~conduct ~~response,~~application ~~provide~~security ~~internal~~assessments, ~~and~~vulnerability ~~external~~management, penetration testing, security audits, and ongoing ~~training~~risk toassessments. ~~our~~Our ~~Cybersecurity~~risk ~~Group.~~assessment ~~The~~process ~~Company~~includes ~~maintains~~evaluation aof AI-related cybersecurity ~~insurance~~risks, ~~policy.~~and ~~Additionally,~~our wevendor ~~use~~risk ~~processes~~management toprogram ~~oversee~~includes comprehensive security and ~~identify~~compliance ~~material~~assessments ~~risks~~of ~~from~~any ~~cybersecurity~~AI ~~threats~~tools ~~associated~~being ~~with~~considered ~~our~~for business use. ofWe ~~third-party~~assess ~~technology~~AI ~~and~~tools ~~systems~~for data protection capabilities, contractual safeguards, audit rights, and ~~third-party~~suitability ~~service~~for ~~providers~~handling confidential information.

~~As part of our risk management process, we conduct application security assessments, vulnerability management, penetration testing, security audits, and ongoing risk assessments.~~ 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 ~~Infrastructure~~, 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 ~~Infrastructure~~ 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 ~~Infrastructure~~, 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

~~Terminal~~Fisher ~~Facilities~~Island ~~sale~~terminal ~~agreements~~facility land sale-leaseback. On ~~January~~October 228, 2025, the Company ~~announced~~completed ~~that it had entered into separate agreements for~~ the sale-leaseback of our terminal ~~facilities~~facility land on Fisher Island, Miami, Florida ~~and~~to inHRP ~~Fairfax~~Fisher Island, ~~Virginia~~LLC, for a purchase price of $180 million. Proceeds from the sale of the Fisher Island terminal ~~sales~~facility ~~will~~land bewere used for ~~repayment~~a of$175 ~~certain~~million prepayment on our senior secured term ~~debt~~loans. ~~obligations~~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).

~~The~~Credit ~~Fisher~~Agreement ~~Island~~amendment. ~~terminal~~On ~~has~~February ~~active~~6, ~~capacity~~2026, ofthe ~~approximately~~Company, ~~700~~as parent guarantor,~~000~~ ~~barrels~~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 ~~storage~~reduction of ~~marine~~the ~~fuels.~~applicable ~~The~~margin ~~purchase~~of ~~price~~the issenior ~~approximately~~secured ~~$180~~term ~~million.~~loans ~~The~~under ~~closing~~the Credit Agreement and the extension of the ~~sale~~maturity isof ~~expected~~the senior secured term loans (the “Repricing and Extension”). After giving effect to ~~occur~~the onRepricing orand ~~about~~Extension, ~~June~~senior 20secured term loans under the Credit Agreement (i) accrue interest at a per annum rate equal to, ~~2025~~at our election, ~~subject~~either toa ~~customary~~Term ~~closing~~SOFR ~~conditions~~plus an applicable margin of 2.25% ~~Following~~or ~~the~~an ~~closing,~~alternate webase ~~will~~rate ~~lease~~plus ~~the~~an ~~terminal~~applicable ~~from~~margin ~~the~~of ~~buyer~~1.50% toand ~~allow~~(ii) ushave toa ~~continue~~maturity ~~servicing~~date ~~our~~of ~~current~~March ~~customer~~16, ~~agreements~~2030. ~~through~~The ~~approximately~~other ~~May~~terms ~~2027~~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 ~~Fairfax~~Charlotte terminal facility has ~~active~~storage capacity of approximately ~~500~~120,000 barrels for the storage of gasoline, diesel, ethanol, and fuel additives. The ~~purchase price is approximately $30.8 million. The~~ closing of the sale is expected to occur on or about ~~June~~April 3017, 2026, ~~subject~~or toon ~~certain~~such ~~rights~~other ~~for~~date ~~the~~as ~~Company~~may tobe ~~extend~~mutually ~~the~~agreed ~~closing~~by ~~date.~~the ~~The~~parties and ~~closing~~ is subject to customary closing conditions.

Credit Agreement amendment. 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.

Senior notes. 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. We used the net proceeds from the senior unsecured notes offering to redeem all of our 6.125% senior notes due in 2026, repay indebtedness under our revolving credit facility, make a distribution to TLP Finance Holdings, LLC to repay TLP Finance Holdings, LLC’s term loan due in 2025 and to pay fees and expenses in connection with the transactions, with the remainder to be used for general corporate purposes.

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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. AAn ~~major~~energy ~~oil~~ 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 ~~major~~energy ~~oil~~ 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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pipeline systems owned by a third parties for delivery via our truck rack for redistribution to locations throughout the Oklahoma City region.

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River Operations. Our River terminals are composed of 109 active product terminals located along the Mississippi and Ohio Rivers with approximately 2.20 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.

~~Investment~~West inCoast ~~BOSTCO~~Operations. OnOur ~~December~~West ~~20,~~Coast ~~2012,~~terminals weconsist ~~acquired~~of athree 42active product terminals with approximately 7.5%2 ~~Class~~million Abarrels ~~ownership~~of ~~interest~~aggregate inactive ~~Battleground~~storage ~~Oil~~capacity. ~~Specialty~~Our ~~Terminal~~two ~~Company~~California ~~LLC~~terminals ~~(“BOSTCO”)~~are well positioned with pipeline connections to two of the three local refineries, ~~from~~one ~~Kinder~~of ~~Morgan~~the ~~Battleground~~two ~~Oil~~local renewable fuels plants, ~~LLC~~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, aWashington ~~wholly~~terminal ~~owned~~is ~~subsidiary~~connected ofvia ~~Kinder~~pipeline ~~Morgan~~to the four largest refineries in Washington and by marine to all five Washington refineries. ~~BOSTCO~~The Tacoma terminal is athe only independent terminal in the Puget Sound area with a unit train facility. onThe ~~the~~Tacoma ~~Houston~~terminal ~~Ship~~sells ~~Channel~~refined ~~designed~~and renewable products to major fuel producers and marketers in the Pacific Northwest. At our West Coast terminals, we handle ~~residual~~crude oil, gasoline, diesel, jet fuel, ~~feedstocks~~gasoline blend stocks, ~~distillates~~fuel oil, Avgas, ethanol and other ~~black~~renewable ~~oils.~~products ~~BOSTCO~~and ~~currently~~feedstocks ~~has~~on ~~fully~~behalf ~~subscribed~~of, ~~capacity~~and ofprovide ~~approximately~~integrated ~~7.1~~terminaling ~~million~~services ~~barrels~~to, customers engaged in the distribution and marketing of products. Our ~~investment~~West inCoast ~~BOSTCO~~terminals ~~entitles~~primarily usreceive toproducts ~~appoint~~from avessels, ~~member~~pipeline toand ~~the~~rail ~~Board~~facilities on behalf of our customers and distribute products primarily via vessel, pipeline, truck and rail facilities.

36Investment 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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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, 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 7073% of the total revenue for the year ended December 31, ~~2024~~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 aan ~~major~~energy ~~oil~~ 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 aan ~~major~~energy ~~oil~~ 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, ~~2024~~2025 AND ~~2023~~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. Results of operations for our fiscal year ended December 31, 2022 is included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K, filed on March 15, 2024 with the Securities and Exchange Commission (File No. 001-32505).

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,
	~~2024~~2025		~~2023~~2024
Terminaling services fees	$	~~309~~308,~~668~~870	$	~~297~~309,~~434~~668
Management fees		1310,~~913~~983		1413,~~825~~913
Terminal revenue	$	~~323~~319,~~581~~853	$	~~312~~323,~~259~~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,
	~~2024~~2025		~~2023~~2024
Gulf Coast terminals	$	8992,~~132~~030	$	8889,~~453~~132
Midwest terminals		11,~~250~~064		11,~~003~~250
Brownsville terminals		2417,~~154~~291		2524,~~046~~154
River terminals		1517,~~452~~058		1415,~~425~~452
Southeast terminals		74,~~828~~012		6874,~~896~~828
West Coast terminals		~~101~~103,~~815~~831		96101,~~857~~815
Central services		64,~~950~~567		76,~~579~~950
Terminal revenue	$	~~323~~319,~~581~~853	$	~~312~~323,~~259~~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,
	~~2024~~2025		~~2023~~2024
Gulf Coast terminals	$	8991,~~051~~955	$	8889,~~380~~051
Midwest terminals		11,~~250~~064		11,~~003~~250
Brownsville terminals		1812,~~244~~093		18,~~982~~244
River terminals		1517,~~452~~058		1415,~~425~~452
Southeast terminals		7372,~~862~~869		6773,~~831~~862
West Coast terminals		~~101~~103,~~809~~831		96101,~~813~~809
Central services		—		—
Terminaling services fees	$	~~309~~308,~~668~~870	$	~~297~~309,~~434~~668

The increase in terminaling services fees at our ~~River~~Gulf Coast terminals ~~for the year ended December 31, 2024~~ is primarily a result of increased ancillary fees and contract escalations.

The ~~increase~~decrease in terminaling services fees at our ~~Southeast~~Brownsville terminals ~~for the year ended December 31, 2024~~ is primarily a result of ~~placing~~a ~~growth~~one-time ~~projects~~customer ~~into~~settlement ~~service~~payment ~~during~~of approximately $4.4 million in the ~~fourth~~second quarter of ~~2023,~~2025 ~~contracting~~and available capacity ~~and contract escalations~~.

40The 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 ~~increase~~decrease in terminaling services fees at our ~~West~~Southeast ~~Coast~~ terminals ~~for the year ended December 31, 2024~~ is primarily a result of ~~placing~~available ~~growth~~capacity ~~projects~~and ~~into~~timing ~~service during the third quarter~~ of ~~2024,~~scheduled ~~increased ancillary fees and contract escalations~~maintenance.

~~Included~~The increase in terminaling services fees ~~for~~at ~~the~~our ~~years~~West ~~ended~~Coast ~~December~~terminals ~~31,~~is ~~2024~~primarily ~~and~~a ~~2023,~~result ~~are~~of ~~fees~~placing ~~charged~~growth toprojects ~~affiliates~~into ofservice ~~approximately~~in ~~$1.6~~the ~~million~~second and ~~$10.8 million,~~third ~~respectively~~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
	~~and~~ Ancillary Terminaling Services Fees
	Year ended		Year ended
	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Firm commitments	$	~~241~~240,~~603~~703	$	~~229~~241,~~252~~603
Ancillary		68,~~065~~167		68,~~182~~065
Terminaling services fees	$	~~309~~308,~~668~~870	$	~~297~~309,~~434~~668

The remaining terms on the terminaling services agreements that generated “firm commitments” for the year ended December 31, ~~2024~~2025 were as follows (in thousands):


Less than 1 year remaining	$	5178,~~008~~530	2133%
1 year or more, but less than 3 years remaining		~~162~~137,~~311~~621	6757%
3 years or more, but less than 5 years remaining		1915,~~951~~471	86%
5 years or more remaining		89,~~333~~081	4%
Total firm commitments for the year ended December 31, 2024	$	241,603
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 aan ~~major~~energy ~~oil~~ 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 aan ~~major~~energy ~~oil~~ 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,
	~~2024~~2025		~~2023~~2024
Gulf Coast terminals	$	8175	$	7381
Midwest terminals		—		—
Brownsville terminals		5,~~910~~198		65,~~064~~910
River terminals		—		—
Southeast terminals		~~966~~1,143		~~1,065~~966
West Coast terminals		6—		446
Central services		64,~~950~~567		76,~~579~~950
Management fees	$	1310,~~913~~983	$	1413,~~825~~913

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~~Included~~The decrease in Central services management fees ~~for~~is ~~the~~primarily ~~years~~due ~~ended~~to ~~December~~our ~~31,~~administration ~~2024~~of ~~and~~payroll ~~2023,~~for ~~are~~the ~~fees~~senior ~~charged~~management toof ~~affiliates~~ArcLight ofaffiliate ~~approximately~~owned ~~$12.9 million~~Lucknow-Highspire ~~and~~Terminals, ~~$13.7 million~~LLC ending on December 31, ~~respectively~~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,
	~~2024~~2025		~~2023~~2024
Product sales	$	~~379~~326,~~146~~119	$	~~340~~379,~~861~~146
Cost of product sales		(~~356~~303,~~187~~776)		(~~320~~356,~~516~~187)
Product sales, gross margin	$	22,~~959~~343	$	2022,~~345~~959

The ~~increase~~decrease in product sales and cost of product sales for the year ended December 31, ~~2024~~2025 is primarily a result of ~~increased~~decreased product ~~sales volumes in 2024~~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,
	~~2024~~2025		~~2023~~2024
Wages and employee benefits	$	6064,~~806~~122	$	5760,~~320~~806
Utilities and communication charges		13,~~449~~835		1413,~~388~~449
Repairs and maintenance		1312,~~585~~775		1113,~~238~~585
Property taxes and rentals		2023,~~248~~846		20,~~034~~248
Vehicles and fuel costs		1,~~538~~540		1,~~482~~538
Environmental compliance costs		57,~~256~~098		45,~~410~~256
Additive detergent costs		4,~~052~~065		4,~~433~~052
Contract services		3,~~068~~260		3,~~463~~068
Legal fees		47,~~674~~036		14,~~683~~674
Other		6,~~666~~216		6,~~246~~666
Operating costs and expenses	$	~~133~~143,~~342~~793	$	~~124~~133,~~697~~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,
	~~2024~~2025		~~2023~~2024
Gulf Coast terminals	$	2630,~~279~~226	$	2426,~~426~~279
Midwest terminals		1,~~846~~993		1,~~917~~846
Brownsville terminals		1113,~~980~~893		911,~~898~~980
River terminals		68,~~896~~066		6,~~777~~896
Southeast terminals		29,~~180~~554		2629,~~475~~180
West Coast terminals		39,~~197~~928		3639,~~721~~197
Central services		1720,~~964~~133		1817,~~483~~964
Operating costs and expenses	$	~~133~~143,~~342~~793	$	~~124~~133,~~697~~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, ~~2024~~2025 and ~~2023~~2024 were approximately $3028.23 million and $2830.92 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 ~~both of~~ the years ended December 31, ~~2024~~2025 and ~~2023~~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 $32.87 million and $4.3 .8 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Depreciation and amortization expenses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was approximately $7174.80 million and $7071.98 million, respectively.

Interest expense for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was approximately $93126.85 million and $~~100~~93.8 million, respectively. Interest expense for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, is impacted by an unrealized gain (loss) on interest rate swap agreements of approximately ($618.1) million and ($26.9)1 million, respectively.

ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At December 31, ~~2024~~2025 and ~~2023~~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,
	~~2024~~2025		~~2023~~2024		~~2024~~2025		~~2023~~2024
BOSTCO	42.5	%	42.5	%	$	~~180~~173,~~920~~862	$	~~186~~180,~~486~~920
Olympic Pipeline Company	30	%	30	%		8483,~~975~~595		8084,~~000~~975
SeaPort Midstream	51	%	51	%		33,~~495~~787		3233,~~357~~495
Frontera	50	%	50	%		1816,~~002~~398		2118,~~267~~002
Total investments in unconsolidated affiliates					$	~~317~~307,~~392~~642	$	~~320~~317,~~110~~392

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


	Year ended		Year ended
	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
BOSTCO	$	4,~~552~~396	$	24,~~624~~552
Olympic Pipeline Company		4,~~975~~636		4,~~130~~975
SeaPort Midstream		31,~~033~~500		3,~~210~~033
Frontera		(~~2,555~~627)		~~176~~(2,555)
Total earnings from investments in unconsolidated affiliates	$	109,~~005~~905	$	10,~~140~~005

The ~~increase~~decrease in earnings from our investment in ~~BOSTCO~~SeaPort Midstream for the year ended December 31, ~~2024~~2025 is primarily attributable to ~~increased~~a ~~ancillary~~non-cash ~~revenue~~increase to long-term environmental obligations at SeaPort Midstream, of which, our share was approximately $1.3 million.

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

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


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

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


	Year ended		Year ended
	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
BOSTCO	$	1011,~~118~~454	$	1110,~~976~~118
Olympic Pipeline Company		—6,016		~~2,064~~—
SeaPort Midstream		1,~~895~~208		1,~~641~~895
Frontera		~~710~~977		~~749~~710
Cash distributions received from unconsolidated affiliates	$	1219,~~723~~655	$	1612,~~430~~723

44The 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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The decrease in cash distributions received from our investment in BOSTCO for the year ended December 31, 2024, is primarily attributable to more spend on repairs and maintenance in 2024.

The decrease in cash distributions received from our investment in Olympic Pipeline Company for the year ended December 31, 2024, is primarily attributable to cash held at Olympic Pipeline Company to fund a remediation project in 2024. We expect to recoup distributions held from our investment in Olympic Pipeline Company when Olympic Pipeline Company receives reimbursement from their insurance company for the remediation project.

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. Liquidity and Capital Resources for our fiscal year ended December 31, 2022 is included 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, filed on March 15, 2024 with the Securities and Exchange Commission (File No. 001-32505).

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,
	~~2024~~2025		~~2023~~2024
Net cash provided by operating activities	$	9254,~~231~~835	$	8892,~~422~~231
Net cash used in investing activities	$	(67,592)	$	(58,010)
Net cash provided by (used in) investing activities	$	130,300	$	(67,592)
Net cash used in financing activities	$	(24180,~~017~~846)	$	(3524,~~876~~017)

The approximately $337.84 million ~~increase~~decrease in net cash provided by operating activities for the year ended December 31, ~~2024~~2025 is primarily related to ~~increased~~timing ~~terminaling~~of ~~services~~working ~~fees~~capital atand ~~our~~increased ~~Southeast~~operating ~~terminals~~costs and ~~increased~~expenses ~~product~~related ~~sales,~~to ~~gross~~wages ~~margin~~and employee benefits, atincremental lease expense associated with the sale-leaseback of our Fisher Island terminal infacility ~~Tacoma,~~land ~~Washington~~and one-time legal fees.

~~The~~Net ~~approximately~~cash ~~$9.6~~provided ~~million~~by ~~increase~~investing inactivities ~~net~~increased ~~cash~~approximately ~~used~~$197.9 inmillion ~~investing activities~~ for the year ended December 31, ~~2024~~2025. isOn ~~primarily~~October ~~related~~8, to2025, anthe ~~approximately~~Company ~~$9.0~~completed ~~million~~the ~~member~~sale-leaseback ~~loan~~of toour ~~Olympic~~terminal ~~Pipeline~~facility ~~Company~~land on Fisher Island, Miami, Florida to ~~fund~~HRP anFisher ~~Olympic~~Island, ~~Pipeline~~LLC, ~~Company~~for ~~remediation~~a ~~project~~purchase price of $180 million. We ~~expect~~received proceeds of approximately $176.8 million, net of transaction costs. In the ~~loan~~first tohalf beof ~~repaid~~2025 ~~when~~we received loan repayments from Olympic Pipeline Company ~~receives~~totaling ~~reimbursement~~approximately ~~from~~$9 ~~their~~million. ~~insurance~~The ~~company~~approximately ~~for~~$9 million member loan was made to Olympic Pipeline Company in the ~~remediation~~second ~~project~~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, 2024, the remaining expenditures to complete the approved projects are estimated to be approximately $20 million. These expenditures primarily relate to the construction costs associated with the expansion of our West Coast operations.

The approximately $11.9 million decrease in net cash used in financing activities for the year ended December 31, 2024 is primarily related to an approximately $25.5 million decrease in distributions to TLP Finance Holdings, LLC for debt service, offset by an approximately $10.2 million decrease in borrowings under the Credit Agreement and an approximately $3.5 million increase in debt issuance costs related to the April 15, 2024 amendment to the Credit Agreement, discussed below.

~~Credit~~Additional ~~agreement.~~investments Onand ~~November~~expansion ~~17,~~capital ~~2021,~~projects ~~the~~at ~~Company,~~our asterminals ~~parent~~have ~~guarantor,~~been approved and ~~TransMontaigne~~currently ~~Operating Company L.P.~~are, ~~our~~or ~~wholly~~will ~~owned subsidiary~~be, ~~entered~~under ~~into~~construction ~~the~~with ~~Credit~~estimated ~~Agreement~~completion ~~(“Credit~~dates ~~Agreement”)~~throughout ~~for~~2027. aAt $1December ~~billion~~31, ~~senior~~2025, ~~secured~~the ~~term~~remaining ~~loans~~expenditures ~~and~~to acomplete ~~$150~~the ~~million~~approved ~~revolving~~projects ~~credit~~are ~~facility,~~estimated ~~with~~to abe ~~letter~~approximately ~~of credit subfacility of~~ $3515 million. OnThese ~~April 15,~~expenditures ~~2024,~~primarily werelate ~~entered into Amendment No. 2~~ to the ~~Credit~~construction ~~Agreement~~costs ~~for~~associated awith ~~new~~the ~~tranche~~expansion of ~~senior~~our ~~secured~~West ~~term~~Coast ~~loans in an aggregate principal amount of $150 million~~operations. ~~The other terms and conditions of the Credit Agreement were unchanged.~~

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.

45As 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		36,677
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 ~~November~~March 1716, ~~2028~~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.

~~The~~On ~~Credit~~August ~~Agreement contains various covenants~~1, ~~including~~2025, ~~but~~the ~~not limited to~~Company, ~~limitations~~as onparent ~~the incurrence of indebtedness~~guarantor, ~~permitted~~and ~~investments,~~TransMontaigne ~~liens~~Operating onCompany ~~assets~~L.P., ~~making~~our ~~distributions,~~wholly ~~transactions~~owned ~~with affiliates~~subsidiary, ~~mergers,~~entered ~~consolidations,~~into ~~dispositions~~Amendment ofNo. ~~assets~~5 ~~and~~to ~~other~~the ~~provisions customary in similar types of agreements. The~~ Credit Agreement, ~~requires~~which ~~compliance~~provides ~~with~~for, ~~(a)~~among aother ~~debt~~things, ~~service~~the ~~coverage~~reduction ~~ratio~~ of nothe ~~less~~applicable ~~than~~margin ~~1.1~~of ~~to 1.0 and (b) if~~ the ~~aggregate~~senior ~~outstanding~~secured ~~amount~~term ~~of all revolving~~ loans ~~and~~under ~~drawn~~the ~~letters~~Credit ofAgreement ~~credit~~(the ~~exceeds~~“TL anRepricing”). ~~amount~~After ~~equal~~giving effect to ~~35% of~~ the ~~aggregate~~TL ~~revolving commitments~~Repricing, a senior secured ~~net~~term ~~leverage~~loans ~~ratio~~under ofthe noCredit ~~greater~~Agreement ~~than~~accrue ~~6.75~~interest toat ~~1.00.~~a Weper ~~were~~annum inrate ~~compliance~~equal ~~with~~to, ~~all~~at ~~financial~~our ~~covenants~~election, aseither ofTerm ~~and~~SOFR ~~during~~plus ~~the~~an ~~years~~applicable ~~ended~~margin ~~December~~of ~~31,~~2.50% ~~2024~~or ~~and~~an ~~2023.~~

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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.

4648

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									Twelve
	Three months ended								months ended
	March 31,		June 30,		September 30,		December 31,		December 31,
	~~2024~~2025		~~2024~~2025		~~2024~~2025		~~2024~~2025		~~2024~~2025
Financial performance covenant tests:
Net earnings (loss)	$	14(7,~~583~~609)	$	3(12,~~449~~625)	$	(198,~~417~~259)	$	11156,~~467~~628	$	10128,~~082~~135
Interest expense		1335,~~040~~891		2435,~~045~~876		4929,~~865~~728		625,~~819~~053		93126,~~769~~548
Deferred debt issuance costs		12,~~041~~538		1,~~158~~271		13,~~244~~970		32,~~216~~797		610,~~659~~576
State franchise taxes (income taxes)		~~484~~495		~~544~~506		~~625~~480		~~512~~413		21,~~165~~894
Depreciation and amortization		1718,~~662~~026		1718,~~852~~149		1718,~~872~~066		1819,~~460~~767		7174,~~846~~008
Deferred compensation		~~1,875~~976		~~647~~480		~~643~~536		~~675~~679		32,~~840~~671
One-time expenses (terminal sales, severance payments and legal expenses)		788		1,050		1,945		592		4,375
Gain on sale of assets		—		—		—		(169,622)		(169,622)
Proportionate share of unconsolidated affiliates' depreciation and amortization		4,808		4,675		4,253		9,138		22,874
One-time expenses (terminal sales, severance payments and legal expenses)		835		2,118		3,802		4,053		10,808
Consolidated EBITDA	$	54,281	$	53,420	$	57,030	$	50,879	$	215,610
Proportionate share of unconsolidated affiliates' depreciation and amortization		4,313		4,691		4,529		6,352		19,885
Proforma completed growth project credit (1)										4,741
Consolidated EBITDA	$	55,465	$	50,466	$	52,852	$	46,120	$	204,903
Consolidated EBITDA for the leverage ratio (2)	$	54,281	$	53,420	$	57,030	$	50,879	$	220,351
Proforma completed growth project credit (1)										5,572
Maintenance capital		(5,855)		(7,823)		(10,563)		(9,705)		(33,946)
Proforma specified disposition (Fisher Island terminal facility) (2)										(9,598)
Total for the debt service coverage ratio	$	48,426	$	45,597	$	46,467	$	41,174	$	186,405
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	$	1335,~~040~~891	$	2435,~~045~~876	$	4929,~~865~~728	$	625,~~819~~053	$	93126,~~769~~548
Unrealized gain (loss) on interest rate swap agreements		11,247		1,178		(24,086)		17,715		6,054
Unrealized loss on interest rate swap agreements		(9,916)		(6,555)		(1,516)		(159)		(18,146)
Scheduled principal payments		2,~~500~~884		2,~~884~~883		~~2,883~~—		~~2,884~~—		115,~~151~~767
Total	$	2628,~~787~~859	$	2832,~~107~~204	$	28,~~662~~212	$	2724,~~418~~894	$	~~110~~114,~~974~~169

Credit Agreement debt service coverage ratio (>1.1x)										1.68
Credit Agreement consolidated debt service coverage ratio (>1.1x)										1.46

Consolidated senior secured net leverage ratio test:
Senior secured term loans outstanding									$	1938,~~118,849~~082
Revolving credit facility outstanding										~~17,000~~—
Less cash and cash equivalents										(812,~~174~~463)
Senior secured debt									$	1925,~~127,675~~619

Consolidated senior secured net leverage ratio (<6.75x)										54.1261

(1)

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

(2) ~~Reflects~~Represents ~~the~~incremental ~~calculation~~annualized ~~of Consolidated~~ EBITDA infor ~~accordance~~Specified ~~with~~Disposition ~~the definition~~ in the ~~Credit~~last ~~Agreement~~four quarters.

~~Senior~~(3) ~~notes.~~Reflects ~~On February 12, 2018,~~ the ~~Company~~calculation ~~and TLP Finance Corp., our wholly owned subsidiary, issued at par $300 million~~ of ~~6.125%~~Consolidated ~~senior~~EBITDA ~~notes, due~~ in ~~2026.~~accordance Onwith ~~February 21, 2025,~~ the ~~Company~~definition ~~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~~Credit ~~requirements of the Securities Act of 1933, as amended~~Agreement. The senior unsecured notes are guaranteed on a senior unsecured basis by all of the Company’s subsidiaries that guarantee our credit facility. We used the net proceeds from the senior unsecured notes offering to redeem all of our 6.125% senior notes due in 2026, repay indebtedness under our revolving credit facility, make a distribution to TLP Finance Holdings, LLC to repay TLP Finance Holdings, LLC’s term loan due in 2025 and to pay fees and expenses in connection with the transactions, with the remainder to be used for general corporate purposes.

~~The~~Senior ~~Company~~notes. isOn ~~voluntarily~~February ~~filing~~12, ~~with~~2018, the ~~Securities~~Company and ~~Exchange~~TLP ~~Commission~~Finance ~~pursuant~~Corp., toour ~~the~~wholly ~~covenants~~owned ~~contained~~subsidiary, inissued ~~the~~at par $300 million of 6.125% senior notes, ~~and~~due ~~beginning~~in 2026. On February 21, 2025, the ~~8.500%~~Company ~~senior~~closed ~~unsecured~~on ~~notes. These notes contain customary covenants (including those relating to~~ our ~~voluntary~~offering ~~filing~~ of ~~this~~$500 ~~Annual~~million ~~Report~~aggregate onprincipal ~~Form~~amount ~~10-K and certain restrictions and obligations with respect to types~~ of ~~payments~~8.500% wesenior ~~may~~unsecured ~~make,~~notes ~~indebtedness~~due ~~we may incur, transactions we may pursue, or changes~~ in ~~our~~2030 ~~control)~~at ~~and~~an ~~customary~~issue ~~events~~price of ~~default~~100% ~~(including~~in ~~those~~a ~~relating~~private tooffering ~~monetary~~that ~~defaults,~~is ~~covenant~~exempt ~~defaults, cross defaults and bankruptcy events). We may, at any time and~~ from ~~time~~the toregistration ~~time,~~requirements ~~seek~~of tothe ~~retire~~Securities orAct ~~purchase~~of ~~our outstanding debt through cash purchases~~1933, ~~open-market~~as ~~purchases,~~amended. ~~privately~~The ~~negotiated~~senior ~~transactions~~unsecured ornotes ~~otherwise.~~are ~~Such~~guaranteed ~~repurchases,~~on ifa ~~any,~~senior ~~will~~unsecured bebasis ~~upon~~by ~~such~~all ~~terms~~of ~~and~~the atCompany’s ~~such~~subsidiaries ~~prices~~that asguarantee weour ~~may~~credit ~~determine,~~facility. ~~and~~

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~~will~~Proceeds ~~depend~~from onthe ~~prevailing~~$500 ~~market~~million ~~conditions,~~senior ~~our~~unsecured ~~liquidity~~notes ~~requirements,~~were ~~contractual~~used ~~restrictions~~as ~~and~~follows ~~other~~(in ~~factors. The amounts involved may be material.~~thousands):

Contractual obligations and contingencies. See Notes 11 and 13 of Notes to consolidated financial statements for information regarding our debt obligations and our leases and other commitments, respectively.


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. ~~Borrowings~~At ~~under~~December 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 through October 2731, ~~2024. On October 28~~2025, ~~2024, the Company entered into an amendment to the Credit Agreement, which provides for, among other things, (i) the reduction of the applicable margin of the~~ senior secured term ~~loans~~loan ~~under~~borrowings ~~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 32.2550% or an alternate base rate plus an applicable margin of 21.2550%. ~~The other terms~~ and ~~conditions~~borrowings ofunder the revolving credit facility, asaccrue ~~amended~~interest byat ~~the amendment, remain unchanged. We manage~~ a ~~portion~~per ofannum ~~our interest~~ rate ~~risk~~equal ~~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~~, ~~2024~~at ~~and 2023,~~ our ~~derivative instruments were limited to interest rate swap agreements with an aggregate notional amount of $780 million~~election, ~~the~~either ~~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 orplus ~~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~~applicable tomargin ~~interest~~of ~~expense~~3.00% ~~For~~or ~~the years ended December 31, 2024 and 2023, we recognized~~ an ~~unrealized~~alternate ~~gain~~base ~~(loss) on interest~~ rate ~~swap~~plus ~~agreements~~an ~~of approximately $6.1 million and ($2.9) million, respectively. The fair value of our interest rate swap agreements was determined using a pricing model based on~~ applicable ~~swap~~margin ~~rates and other observable market data. At December 31, 2024, we had outstanding borrowings~~ of ~~$1,118~~2.~~8 million under our senior secured term loans and $17 million under our revolving credit facility~~00%. Based on the outstanding balance of our variable-interest-rate debt at December 31, 2024, assuming market interest rates increase or decrease by 100 basis points, the potential annual increase or decrease in interest expense is approximately $3.6 million.

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)		4952
Consolidated balance sheets as of December 31, 2024 and 2023		50
Consolidated balance sheets as of December 31, 2025 and 2024		53
Consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022		51
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, 2024, 2023 and 2022		52
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, 2024, 2023 and 2022		53
Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023		56
Notes to consolidated financial statements		5457

4851

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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, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of ~~income~~operations⁠, partners'⁠ equity, and cash flows, for each of the three years in the period ended December 31, ~~2024~~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, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~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 2720, ~~2025~~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,
	~~2024~~2025		~~2023~~2024
ASSETS
Current assets:
Cash and cash equivalents	$	812,~~174~~463	$	78,~~552~~174
Trade accounts receivable		24,~~363~~878		2924,~~691~~363
Due from affiliates		23,~~251~~505		32,~~262~~251
Inventory		98,~~902~~044		79,~~259~~902
Other current assets		1612,~~394~~933		1316,~~472~~394
Assets held for sale		7,~~137~~024		—7,137
Total current assets		68,~~221~~847		6168,~~236~~221
Property, plant and equipment, net		~~808~~791,~~274~~126		~~831~~808,~~671~~274
Goodwill		18,586		18,586
Investments in unconsolidated affiliates		~~317~~307,~~392~~642		~~320~~317,~~110~~392
Right-of-use assets, operating leases		4866,~~015~~538		48,~~151~~015
Other assets, net		6538,~~362~~800		5865,~~378~~362
	$	1,~~325~~291,~~850~~539	$	1,~~338~~325,~~132~~850
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	1118,~~089~~395	$	1911,~~367~~089
Operating lease liabilities		25,~~370~~502		32,~~793~~370
Accrued liabilities		4433,~~223~~889		4144,~~710~~223
Current debt		~~11,535~~—		1011,~~000~~535
Total current liabilities		6957,~~217~~786		7469,~~870~~217
Deferred revenue		~~410~~221		~~602~~410
Long-term operating lease liabilities		47,616		46,296
Other liabilities		2,251		—
Long-term debt		1,407,908		1,339,280
Long-term operating lease liabilities		53,639		47,616
Total liabilities		1,525,151		1,461,048
Long-term debt, net of deferred debt issuance costs		1,421,487		1,407,908
Commitments and contingencies (Note 13)
Total liabilities		1,535,384		1,525,151
Commitments and contingencies (Note 14)
Equity:
Member interest		(~~199~~243,~~301~~845)		(~~122~~199,~~916~~301)
Total equity		(~~199~~243,~~301~~845)		(~~122~~199,~~916~~301)
	$	1,~~325~~291,~~850~~539	$	1,~~338~~325,~~132~~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,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue:
Terminal revenue	$	~~323~~319,~~581~~853	$	~~312~~323,~~259~~581	$	~~305~~312,~~370~~259
Product sales		~~379~~326,~~146~~119		~~340~~379,~~861~~146		~~361~~340,~~025~~861
Total revenue		~~702~~645,~~727~~972		~~653~~702,~~120~~727		~~666~~653,~~395~~120
Costs and expenses:
Cost of product sales		(~~356~~303,~~187~~776)		(~~320~~356,~~516~~187)		(~~347~~320,~~302~~516)
Operating		(~~133~~143,~~342~~793)		(~~124~~133,~~697~~342)		(~~118~~124,~~636~~697)
General and administrative		(3028,~~160~~335)		(2830,~~932~~160)		(2928,~~462~~932)
Insurance		(67,~~847~~657)		(6,~~822~~847)		(6,~~289~~822)
Deferred compensation		(32,~~840~~671)		(43,~~272~~840)		(34,~~778~~272)
Depreciation and amortization		(7174,~~846~~008)		(7071,~~876~~846)		(7170,~~106~~876)
Total costs and expenses		(~~602~~560,~~222~~240)		(~~556~~602,~~115~~222)		(~~576~~556,~~573~~115)
Earnings from unconsolidated affiliates		109,~~005~~905		10,~~140~~005		1110,~~130~~140
Operating income		110,510		107,145		100,952
Gain on sale of assets		169,622		—		—
Operating income		265,259		110,510		107,145
Other expenses:
Interest expense		(93126,~~769~~548)		(~~100~~93,~~035~~769)		(52100,~~250~~035)
Deferred debt issuance costs		(610,~~659~~576)		(46,~~164~~659)		(64,~~753~~164)
Total other expenses		(~~100~~137,~~428~~124)		(~~104~~100,~~199~~428)		(59104,~~003~~199)
Net earnings	$	10128,~~082~~135	$	210,~~946~~082	$	412,~~949~~946

See accompanying notes to consolidated financial statements.

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Consolidated statements of equity

(in thousands)


	Member
	interest		Total
Balance December 31, 2021	$	(22,949)	$	(22,949)
Balance December 31, 2022	$	(13,862)	$	(13,862)
Contributions from parent entities		1,935		1,935
Distributions to TLP Finance Holdings, LLC for debt service		(34,797)		(34,797)
Net earnings for year ended December 31, 2022		41,949		41,949
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		(113,876)		(113,876)
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		(88,397)		(88,397)
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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Consolidated statements of cash flows

(in thousands)


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Cash flows from operating activities:
Net earnings	$	10128,~~082~~135	$	210,~~946~~082	$	412,~~949~~946
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		7174,~~846~~008		7071,~~876~~846		7170,~~106~~876
Earnings from unconsolidated affiliates		(109,~~005~~905)		(10,~~140~~005)		(1110,~~130~~140)
Distributions from unconsolidated affiliates		1219,~~723~~655		1612,~~430~~723		1716,~~990~~430
Equity-based compensation		~~1,930~~872		1,~~876~~930		1,~~676~~876
Amortization of deferred debt issuance costs		59,~~794~~339		45,~~061~~794		4,~~090~~061
Amortization of deferred revenue		(~~192~~189)		(~~618~~192)		(~~2,114~~618)
Unrealized (gain) loss on interest rate swap agreements		(618,~~054)~~146		2(6,~~924~~054)		~~(15~~2,~~951)~~924
Other income (sale of land)		—		—		(488)
Gain on sale of assets		(169,622)		—		—
Changes in operating assets and liabilities:
Trade accounts receivable		~~5,328~~(515)		155,~~251~~328		~~(24~~15,~~914)~~251
Due from affiliates		(1,~~011~~254)		~~588~~1,011		~~(1,453)~~588
Inventory		(21,~~643)~~858		(~~614~~2,643)		(~~1,312~~614)
Other current assets		~~1,526~~(181)		(31,~~386)~~526		(3,~~667~~386)
Right-of-use assets, operating leases		35,~~031~~420		3,~~549~~031		3,~~191~~549
Other assets, net		~~427~~(137)		~~(433)~~427		~~579~~(433)
Trade accounts payable		(24,~~088)~~327		(92,~~608~~088)		12(9,~~307~~608)
Accrued liabilities		2(10,~~513~~334)		(12,~~710)~~513		5(1,~~669~~710)
Operating lease liabilities		(214,~~998~~788)		(32,~~570~~998)		(3,~~018~~570)
Net cash provided by operating activities		9254,~~231~~835		8892,~~422~~231		9488,~~510~~422
Cash flows from investing activities:
Investments in unconsolidated affiliates		—		~~(568)~~—		—(568)
Olympic Pipeline Company member loan		(9,000)		—(9,000)		—
Affiliate loan		—		~~1,259~~—		—1,259
Capital expenditures		(5855,~~592~~459)		(5958,~~819~~592)		(5459,~~492~~819)
Proceeds from sale of land		—		1,118		—
Proceeds from sale of assets, net of transaction costs		176,759		—		1,118
Net cash used in investing activities		(67,592)		(58,010)		(54,492)
Net cash provided by (used in) investing activities		130,300		(67,592)		(58,010)
Cash flows from financing activities:
Repayments of senior secured term loans		(11,151)		(10,000)		(10,000)
Proceeds from 8.500% senior unsecured notes		500,000		—		—
Proceeds from senior secured term loans		150,000		—		—
Repayments of 6.125% senior notes		(299,900)		—		—
Borrowings under revolving credit facility		112,300		254,000		110,700
Repayments of senior secured term loans		(180,767)		(11,151)		(10,000)
Repayments under revolving credit facility		(183,300)		(166,000)		(110,700)
Proceeds from senior secured term loans		—		150,000		—
Debt issuance costs		(3,469)		—		(737)
Borrowings under revolving credit facility		8,000		112,300		254,000
Contributions from parent entities		—		—		259
Repayments under revolving credit facility		(25,000)		(183,300)		(166,000)
Distributions to TLP Finance Holdings, LLC for debt service		(88,397)		(113,876)		(34,797)
Debt issuance costs		(9,628)		(3,469)		—
Net cash used in financing activities		(24,017)		(35,876)		(45,275)
Distributions to TLP Finance Holdings, LLC for debt service and other		(173,551)		(88,397)		(113,876)
Increase (decrease) in cash and cash equivalents		622		(5,464)		(5,257)
Net cash used in financing activities		(180,846)		(24,017)		(35,876)
Cash and cash equivalents at beginning of period		7,552		13,016		18,273
Increase (decrease) in cash and cash equivalents		4,289		622		(5,464)
Cash and cash equivalents at end of period	$	8,174	$	7,552	$	13,016
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	$	~~101~~114,~~103~~684	$	98101,~~489~~103	$	7198,~~748~~489
Property, plant and equipment acquired with accounts payable	$	2,875	$	9,065	$	5,439
Additions to right-of-use assets obtained from new operating lease liabilities	$	23,943	$	2,895	$	982
Additions to right-of-use assets obtained from new operating lease liabilities	$	2,895	$	982	$	5,387
Non-cash property, plant and equipment	$	8,068	$	2,875	$	9,065
Non-cash contributions from parent entities	$	~~1,930~~872	$	1,~~876~~930	$	1,~~935~~876

See accompanying notes to consolidated financial statements.

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~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.

~~Terminal~~Fisher ~~Facilities~~Island ~~sale~~terminal ~~agreements~~facility land sale-leaseback. On ~~January~~October 228, 2025, the Company ~~announced~~completed ~~that it had entered into separate agreements for~~ the sale-leaseback of our terminal ~~facilities~~facility land on Fisher Island, Miami, Florida ~~and~~to inHRP ~~Fairfax~~Fisher Island, ~~Virginia~~LLC, for a purchase price of $180 million. Proceeds from the sale of the Fisher Island terminal ~~sales~~facility ~~will~~land bewere used for ~~repayment~~a of$175 ~~certain~~million prepayment on our senior secured term ~~debt~~loans. ~~obligations~~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).

~~The~~ Fairfax terminal ~~has~~facilities ~~active~~sale ~~capacity~~agreement. ofOn ~~approximately~~January ~~500~~22,~~000~~ ~~barrels~~2025, the Company announced that it had entered into an agreement for the ~~storage~~sale of ~~gasoline,~~our ~~diesel,~~terminal ~~ethanol,~~facility ~~and~~in ~~fuel~~Fairfax, ~~additives.~~Virginia ~~The~~for a purchase price isof 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. ~~The~~and ~~closing~~ 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).

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.

(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, ~~2024~~2025 and ~~2023~~2024 and our results of operations for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~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 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.

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Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~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 1516 of Notes to consolidated financial statements).

Management fees. We manage and operate certain tank capacity at our Port Everglades South terminal for aan ~~major~~energy ~~oil~~ 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 a major oil 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

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Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~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, ~~2024~~2025 and ~~2023~~2024, our inventory was approximately $98.90 million and $79.39 million, respectively. At December 31, ~~2024~~2025 and ~~2023~~2024, our refined products inventory was approximately $3.61 million and $23.56 million, respectively. At December 31, ~~2024~~2025 and ~~2023~~2024, our renewable products inventory was approximately $64.39 million and $46.83 million, respectively. We did not recognize any adjustments to the lower of cost or net realizable value during the years ended December 31, ~~2024~~2025 and ~~2023~~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 ~~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, 2024, 2023 and 2022.~~

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Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~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, ~~2024~~2025, ~~2023~~2024 and ~~2022~~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. ~~Once~~The anliability ~~asset~~is ~~retirement~~initially ~~obligation~~recognized isat ~~identified~~fair ~~and~~value abased ~~liability~~on isestimates ~~recorded,~~and aassumptions ~~corresponding~~related ~~asset~~to isretirement ~~recorded~~costs, ~~which~~future isinflation ~~depreciated~~rates ~~over~~and ~~the~~interest ~~remaining useful life of the asset~~rates. After the initial measurement, ~~the~~accretion ~~liability~~expense is ~~adjusted~~recorded periodically to reflect ~~changes in~~ the ~~asset~~time ~~retirement~~value ~~obligation.~~of ~~If and when it is determined that a legal obligation has been incurred~~money, increasing the ~~fair value of any~~ liability isfrom ~~determined~~its ~~based~~initial onmeasurement ~~estimates and assumptions related~~ to ~~retirement~~its ~~costs,~~expected future ~~inflation~~settlement ~~rates~~value ~~and~~with ~~interest~~the ~~rates.~~passage ~~Our long-lived assets consist~~ of ~~above-ground storage facilities and underground pipelines~~time. WeAccretion ~~are~~expense ~~unable~~is torecognized ~~predict~~in operating ifcosts and ~~when~~expenses in ~~these~~the ~~long-lived~~consolidated ~~assets~~statements ~~will~~of ~~become completely obsolete and require dismantlement~~operations. WeOnce ~~have not recorded~~ an asset retirement obligation, oris ~~corresponding~~identified ~~asset,~~and ~~because~~a ~~the~~liability ~~future~~is ~~dismantlement~~recorded, ~~and~~a ~~removal~~corresponding ~~dates~~asset ofis ~~our~~recorded, ~~long-lived~~which ~~assets~~ is ~~indeterminable~~depreciated ~~and~~over the ~~amount~~remaining ofuseful ~~any~~life ~~associated costs are believed to be insignificant. Changes in our assumptions and estimates may occur as a result~~ of the ~~passage~~asset of(See ~~time~~Note 11 ~~and~~of ~~the~~Notes ~~occurrence~~to ofconsolidated ~~future~~financial ~~events~~statements).

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~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, ~~2024~~2025 and ~~2023~~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, ~~2024~~2025 and ~~2023~~2024, the fair value of our interest rate swap agreements was approximately $190.19 million and $1319.01 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, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we recognized an unrealized gain (loss) on interest rate swap agreements of approximately ($618.1) million, ($26.9)1 million and ($162.09) 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 ~~2020~~2024, the ~~FASB~~Securities ~~issued~~and ~~ASU~~Exchange ~~2020-04,~~Commission ~~Reference~~(SEC) ~~Rate~~issued ~~Reform—Facilitation~~final ofclimate-related ~~the~~disclosure ~~Effects~~rules ofunder ~~Reference~~SEC ~~Rate~~Release ~~Reform~~No. ~~on Financial Reporting~~33-11275, ~~which~~The ~~provides~~Enhancement ~~optional~~and ~~expedients~~Standardization ~~and~~of ~~exceptions~~Climate-Related Disclosures for ~~applying~~Investors. ~~GAAP~~Subject to ~~contracts~~certain exemptions, ~~hedging~~the ~~relationships~~rules ~~and~~will ~~other~~require ~~transactions~~annual ~~that~~disclosure ~~reference~~of ~~LIBOR~~material orgreenhouse ~~another~~gas ~~reference~~emissions ~~rate~~as ~~expected~~well toas bedisclosure ~~discontinued~~of ~~because~~governance, ofrisk ~~reference~~management ~~rate~~and ~~reform.~~strategy ~~This~~related ~~guidance~~to ~~was~~material ~~effective~~climate-related ~~prospectively~~risks. ~~upon~~In ~~issuance~~addition, ~~through~~the ~~December~~rules ~~31,~~require ~~2022.~~(i) Infinancial ~~December~~statement ~~2022,~~impacts ~~the~~of ~~FASB~~severe ~~issued~~weather ~~ASU~~events ~~2022-06,~~and ~~Reference~~other ~~Rate~~natural ~~Reform~~conditions; (~~Topic 848~~ii), ~~Deferral~~a roll forward of ~~the~~carbon ~~Sunset~~offset ~~Date~~and ofrenewable ~~Topic~~energy ~~848,~~credit ~~which~~balances ~~defers~~if material to the ~~sunset~~Company’s ~~date~~plan ofto ~~Topic~~achieve ~~848~~climate-related ~~from~~targets ~~December~~or ~~31,~~goals; ~~2022~~and to(iii) ~~December~~material ~~31,~~impacts ~~2024~~on estimates and assumptions in the financial statements. We ~~adopted~~The ~~ASU~~disclosure ~~2020-04~~requirements will begin phasing in ~~this~~for annual ~~report~~periods ~~for~~beginning with the calendar year ~~ended~~2027. ~~December~~The ~~31,~~rule ~~2024~~is ~~and~~currently itstayed ~~did~~pending ~~not~~resolution ~~have~~of avarious ~~material~~legal ~~impact~~challenges onand ~~our~~in ~~financial~~March ~~position~~2025, ~~results~~the ofSecurities ~~operations~~and orExchange ~~cash~~Commission ~~flows.~~voted to end its

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Indefense ~~November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures, which requires disaggregated disclosure~~ of ~~significant segment expenses and other amounts included within~~ the ~~reported measure of segment profit or loss for each reportable segment on an annual and interim basis~~rule. ~~The guidance is effective retrospectively for annual periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted.~~ We ~~adopted~~are ~~ASU~~currently ~~2023-07~~evaluating ~~in this annual report for~~ the ~~year~~final ~~ended~~rules ~~December~~to ~~31,~~determine ~~2024~~its ~~and it did not have a material~~ impact on our consolidated financial ~~position,~~statements ~~results~~once ofthe ~~operations~~final orimplementation ~~cash~~timeline ~~flows~~is concluded.

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. 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, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we recognized approximately $5.92 million, $65.19 million and $56.91 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 ~~March~~August ~~and~~2025, April ~~2025~~2026 and May 2026. In exchange for its minimum throughput commitments, we agreed to provide Frontera with approximately ~~181~~162,000 to 227,000 barrels of storage capacity under these agreements. For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we recognized revenue related to these agreements of approximately $12.62 million, $1.96 million and $1.89 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, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we recognized affiliate revenue related to this agreement with Associated Asphalt Marketing, LLC of approximately $nil, $~~8.9~~nil ~~million~~ and $108.09 million, respectively.

59Operating 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.

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

~~Operating and administrative agreement—SeaPort Midstream—Central services.~~ We ~~have~~used athis ~~51%~~capacity ~~ownership~~to ~~interest~~store ~~in SeaPort Midstream. We operate SeaPort Midstream in accordance with an operating~~ and ~~administrative~~sell ~~agreement~~refined ~~executed between us~~ and ~~SeaPort~~renewable ~~Midstream, for a management fee that is based on our costs incurred~~products. 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, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we recognized ~~revenue~~expense related to this ~~operations and administrative~~ agreement of approximately $~~4.2 million~~nil, $~~4.3~~nil ~~million~~ and $30.91 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. We used this capacity to store and sell refined and renewable products. For the years ended December 31, 2024, 2023 and 2022, we recognized expense related to this agreement of approximately $nil, $0.1 million and $0.4 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, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we recognized revenue related to reimbursements from these affiliates of approximately $20.85 million, $32.38 million and $3.43 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, 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, 2024, 2023 and 2022, aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately $2.6 million, $2.5 million and $2.5 million, respectively.

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,
	~~2024~~2025		~~2023~~2024
Trade accounts receivable	$	24,~~363~~878	$	2924,~~691~~363

60We did not recognize an allowance for credit losses for the years ended December 31, 2025, 2024 and 2023.

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

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2024, 2023 and 2022

We did not recognize an allowance for credit losses for the years ended December 31, 2024, 2023 and 2022.

The following customers 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		Year ended
	~~December 31,~~		December 31,		December 31,		December 31,
	2024		2023		2022
Customer	Business Segment		2025		2024		2023
Customer A	25	%	14	%	—	%
Customer A (1)	West Coast terminals		20	%	25	%	14	%
Customer B	1	%	4	%	13	%

(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,
	~~2024~~2025		~~2023~~2024
Unrealized gain on interest rate swap agreements	$	~~4,448~~806	$	—4,448
Amounts due from insurance companies		3,~~770~~792		3,~~099~~770
Prepaid insurance		2,~~869~~688		2,~~093~~869
Additive detergent		2,~~187~~097		2,~~023~~187
Prepaid inventory		~~678~~1,327		~~3,831~~678
Deposits and other assets		2,~~442~~223		2,~~426~~442
	$	1612,~~394~~933	$	1316,~~472~~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, ~~2024~~2025 and ~~2023~~2024, we recognized amounts due from insurance companies of approximately $3.8 million ~~and $3.1 million, respectively,~~ representing our best estimate of our probable insurance recoveries. During the year ended December 31, ~~2024~~2025, we received insurance recoveries of approximately $1.3 million and increased our estimate of our probable insurance recoveries by approximately $01.73 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 facilities on Fisher Island Miami, Florida in our Gulf Coast terminals business segment. The Fisher Island terminal has active capacity of approximately 700,000 barrels for the storage of marine fuels. The purchase price is approximately $180 million. The closing of the sale is expected to occur on or about June 20, 2025, subject to customary closing conditions. Upon closing we will retain all assets and liabilities associated with the maintenance and operations of the Fisher Island terminal, excluding land.

~~Following~~On ~~the~~January ~~closing~~22, we2025, ~~will~~the ~~lease~~Company ~~the~~announced ~~terminal~~that ~~from~~it ~~the~~had ~~buyer~~entered tointo ~~allow~~an usagreement tofor ~~continue~~the ~~servicing~~sale of our ~~current~~terminal ~~customer~~facility ~~agreements~~in ~~through~~Fairfax, Virginia for a purchase price of approximately ~~May~~$30.8 ~~2027~~million. AtProceeds from the ~~end~~terminal ofsale ~~the~~will ~~lease,~~be weused ~~plan~~for torepayment ~~abandon~~of ~~the~~certain ~~terminal~~term ~~property,~~debt ~~plant,~~obligations. ~~and~~The ~~equipment,~~Fairfax ~~net.~~terminal ~~Accordingly,~~facility weis ~~will~~in ~~apply~~our ~~abandonment~~Southeast ~~accounting~~terminals business segment and ~~accelerate~~has ~~the~~active ~~depreciation~~storage capacity of approximately 500,000 barrels for the ~~terminal~~storage ~~property~~of gasoline, ~~plant~~diesel, ethanol, and ~~equipment,~~fuel ~~net~~additives. The closing of ~~approximately~~the ~~$5.8~~sale ~~million~~is expected to occur on or about June 30, ~~over~~2026, subject to certain rights for the ~~course~~Company ofto extend the ~~lease~~closing ~~term,~~date ~~which~~and is ~~expected~~subject to ~~conclude~~customary inclosing ~~May 2027~~conditions.

As a result, we have determined that the ~~Fisher~~Fairfax ~~Island~~ terminal ~~land~~facility of approximately $7.10 million should be classified as held for sale at December 31, ~~2024~~2025. The committed and planned sale ~~and abandonment~~ 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 ~~and~~has ~~abandonment have~~ not been reported as discontinued operations within the consolidated financial statements.

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2024, 2023 and 2022

(6) PROPERTY, PLANT AND EQUIPMENT, NET

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


	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Land	$	9694,~~880~~930	$	~~104~~96,~~017~~880
Terminals, pipelines and equipment		1,~~446~~486,~~804~~800		1,~~385~~446,~~923~~804
Furniture, fixtures and equipment		2022,~~840~~431		1920,~~619~~840
Construction in progress		1618,~~080~~201		2616,~~639~~080
		1,~~580~~622,~~604~~362		1,~~536~~580,~~198~~604
Less accumulated depreciation		(~~772~~831,~~330~~236)		(~~704~~772,~~527~~330)
	$	~~808~~791,~~274~~126	$	~~831~~808,~~671~~274

At December 31, 2024 and 2023, property, plant and equipment, net utilized by our customers in revenue operating lease arrangements consisted of approximately $560.9 million and $571.3 million, respectively, of terminals, pipelines and equipment. The terminals, pipelines and equipment primarily relates to our storage tanks and associated internal piping.64

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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,
	~~2024~~2025		~~2023~~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 1617 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, ~~2024~~2025 and ~~2023~~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, ~~2024~~2025 and ~~2023~~2024 substantially exceeded the carrying amount. Accordingly, we did not recognize any goodwill impairment charges for each of the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~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, ~~2024~~2025 and ~~2023~~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, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Olympic Pipeline Company, LLC (“Olympic Pipeline Company”), a 51% ownership interest in SeaPort Midstream Partners, LLC (“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.

The following table summarizes our investments in unconsolidated affiliates:


	Percentage of				Carrying value
	ownership				(in thousands)
	December 31,		December 31,		December 31,		December 31,
	~~2024~~2025		~~2023~~2024		~~2024~~2025		~~2023~~2024
BOSTCO	42.5	%	42.5	%	$	~~180~~173,~~920~~862	$	~~186~~180,~~486~~920
Olympic Pipeline Company	30	%	30	%		8483,~~975~~595		8084,~~000~~975
SeaPort Midstream	51	%	51	%		33,~~495~~787		3233,~~357~~495
Frontera	50	%	50	%		1816,~~002~~398		2118,~~267~~002
Total investments in unconsolidated affiliates					$	~~317~~307,~~392~~642	$	~~320~~317,~~110~~392

At December 31, ~~2024~~2025 and ~~2023~~2024, our investment in BOSTCO includes approximately $5.75 million and $5.97 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, ~~2024~~2025 and ~~2023~~2024, our investment in Olympic Pipeline Company includes approximately $54.18 million and $5.41 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,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
BOSTCO	$	4,~~552~~396	$	24,~~624~~552	$	52,~~442~~624
Olympic Pipeline Company		4,~~975~~636		4,~~130~~975		34,~~096~~130
SeaPort Midstream		31,~~033~~500		3,~~210~~033		13,~~652~~210
Frontera		(~~2,555~~627)		~~176~~(2,555)		~~940~~176
Total earnings from investments in unconsolidated affiliates	$	109,~~005~~905	$	10,~~140~~005	$	1110,~~130~~140

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2024, 2023 and 2022

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
BOSTCO	$	—	$	68—	$	—68
Olympic Pipeline Company		—		—		—
SeaPort Midstream		—		—		—
Frontera		—		~~500~~—		—500
Additional capital investments in unconsolidated affiliates	$	—	$	~~568~~—	$	—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,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
BOSTCO	$	1011,~~118~~454	$	1110,~~976~~118	$	911,~~973~~976
Olympic Pipeline Company		—6,016		~~2,064~~—		62,~~103~~064
SeaPort Midstream		1,~~895~~208		1,~~641~~895		—1,641
Frontera		~~710~~977		~~749~~710		~~1,914~~749
Cash distributions received from unconsolidated affiliates	$	1219,~~723~~655	$	1612,~~430~~723	$	1716,~~990~~430

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

Balance sheets:



	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Current assets	$	~~100~~78,~~534~~995	$	72100,~~569~~534
Long-term assets		~~754~~743,~~457~~723		~~768~~754,~~413~~457
Current liabilities		(6960,~~826~~806)		(5469,~~977~~826)
Long-term liabilities		(7271,~~380~~547)		(7372,~~647~~380)
Net assets	$	~~712~~690,~~785~~365	$	712,~~358~~785

Statements of income:


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue	$	220,~~348~~004	$	~~207~~220,~~805~~348	$	~~195~~207,~~172~~805
Expenses		(190,~~035~~117)		(~~179~~190,~~480~~035)		(~~163~~179,~~751~~480)
Net income	$	3029,~~313~~887	$	2830,~~325~~313	$	3128,~~421~~325

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2024, 2023 and 2022

(9) OTHER ASSETS, NET

Other assets, net are as follows (in thousands):


	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Customer relationships, net of accumulated amortization of $24,498 and $21,303, respectively	$	41,032	$	44,227
Customer relationships, net of accumulated amortization of $27,693 and $24,498, respectively	$	37,837	$	41,032
Unrealized gain on interest rate swap agreements		~~14,633~~129		1314,~~027~~633
Olympic Pipeline Company member loan		~~9,000~~—		—9,000
Deposits and other assets		~~697~~834		~~1,124~~697
	$	6538,~~362~~800	$	5865,~~378~~362

Customer relationships. Other assets, net include certain customer relationships at our West Coast terminals. These customer relationships are being amortized on a straight-line basis over approximately ten to twenty years. Amortizable intangible assets are only evaluated for impairment upon a significant change in the operating environment. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. We have not taken an impairment on customer relationships in the years presented. ~~Expected future amortization expense for the customer relationships as of December 31, 2024 is as follows (in thousands):~~


	Years ending December 31,
	2025		2026		2027		2028		2029		Thereafter
Amortization expense	$	3,195	$	3,195	$	3,195	$	3,177	$	3,085	$	25,185

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

Expected future amortization expense for the customer relationships as of December 31, 2025 is as follows (in thousands):

Olympic Pipeline Company member loan. We are party to a member loan with Olympic Pipeline Company with a total borrowing capacity of $35 million due December 31, 2027. We are responsible for our proportionate share of 30% of the loan. At December 31, 2024 and 2023, the total outstanding borrowings under the Olympic Pipeline Company member loan were $30.0 million and $nil, respectively. Accordingly, we have recorded a loan receivable of approximately $9.0 million and $nil, respectively, representing our proportionate share of the outstanding borrowings. Olympic Pipeline Company used the proceeds from the member loan to fund a remediation project in 2024. We expect the loan to be repaid when Olympic Pipeline Company receives reimbursement from their insurance company for the remediation project.


	Years ending December 31,
	2026		2027		2028		2029		2030		Thereafter
Amortization expense	$	3,195	$	3,195	$	3,177	$	3,085	$	3,085	$	22,100

Olympic Pipeline Company member loan. We are party to a member loan with Olympic Pipeline Company with a total borrowing capacity of $35 million due December 31, 2027. We are responsible for our proportionate share of 30% of the loan. At December 31, 2025 and 2024, the total outstanding borrowings under the Olympic Pipeline Company member loan were $nil and $30.0 million, respectively. Accordingly, we have recorded a loan receivable of approximately $nil and $9.0 million, respectively, representing our proportionate share of the outstanding borrowings. The member loan was repaid in the first half of 2025.

(10) ACCRUED LIABILITIES

Accrued liabilities are as follows (in thousands):


	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Accrued compensation expense	$	1412,~~823~~124	$	14,~~375~~823
Customer advances and deposits		1312,~~464~~018		1113,~~315~~464
Interest payable		6,617		7,070
Accrued property taxes		5,637		5,515
Accrued property taxes		5,515		4,619
Interest payable		1,553		6,617
Accrued environmental obligations		~~762~~609		~~909~~762
Accrued Washington State emissions allowances		~~616~~—		~~524~~616
Accrued expenses and other		21,~~426~~948		2,~~898~~426
	$	4433,~~223~~889	$	4144,~~710~~223

Accrued compensation expense. Accrued compensation expense includes our bonus, payroll, and savings and retention plan awards accruals.

Customer advances and deposits. Customer advances and deposits represents payments received for terminaling services in advance of the terminaling services being provided.

Accrued environmental obligations. At December 31, 2025 and 2024, we have accrued environmental obligations of approximately $0.6 million and $0.8 million, respectively, representing our best estimate of our remediation obligations. During the year ended December 31, 2025, we made payments of approximately $0.2 million. Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

The following table presents a roll forward of our accrued environmental obligations (in thousands):


		Balance at						Increase			Balance at
		beginning						(decrease)			end of
		of period			Payments			in estimate			period
2025		$	762		$	(158)		$	5		$	609
2024		$	909		$	(142)		$	(5)		$	762
2023		$	1,363		$	(333)		$	(121)		$	909

Accrued Washington State emissions allowances. The Washington State Climate Commitment Act (“CCA”), implemented January 1, 2023, was designed to reduce greenhouse gas emissions. Rules implementing the CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

tracking of tradable emissions allowances, and establish additional compliance and accountability measures. Accrued Washington State emissions allowances represent our obligation under the CCA to obtain emissions allowances for certain products sold at the truck rack at our Tacoma, Washington terminal. We record the emissions allowances obligations at market value, net of allowances purchased and record the associated expense as cost of product sales when certain products are sold at the truck rack at our Tacoma, Washington terminal. To the extent emissions allowances purchases exceed the obligations we record the emissions allowances purchases at market value, net of obligations in inventory and recognize the expense when certain products are sold at the truck rack at our Tacoma, Washington terminal.

(11) OTHER LIABILITIES

Other liabilities is as follows (in thousands):


		December 31,			December 31,
		2025			2024
Asset retirement obligations		$	2,251		$	—

~~Accrued~~Asset ~~environmental~~retirement obligations. At ~~December~~We ~~31,~~have ~~2024~~identified and ~~2023,~~recorded wea ~~have~~legal ~~accrued~~obligation ~~environmental~~and ~~obligations~~corresponding asset associated with the abandonment of ~~approximately~~the ~~$0.8 million~~Fisher Island terminal facility property, plant, and $0equipment.~~9 million~~ We have not recorded an asset retirement obligation, ~~respectively~~or corresponding asset, ~~representing~~related to our ~~best~~other ~~estimate~~long-lived assets, consisting of ~~our~~above-ground ~~remediation~~storage ~~obligations.~~facilities ~~During~~and ~~the~~underground ~~year~~pipelines, ~~ended~~because ~~December~~we 31are unable to predict if and when these long-lived assets will become completely obsolete and require dismantlement, ~~2024~~and therefore the future dismantlement and removal dates is indeterminable, weand ~~made~~the ~~payments~~amount of ~~approximately~~any ~~$0.1~~associated ~~million.~~costs ~~Changes~~are inbelieved ~~our~~to ~~estimates~~be ofinsignificant. ~~our~~Changes ~~future~~in ~~environmental~~our ~~remediation~~assumptions ~~obligations~~and estimates may occur as a result of the passage of time and the occurrence of future events.

The following table presents a roll forward of our asset retirement obligations (in thousands):


		Balance at									Balance at
		beginning						Accretion			end of
		of period			Additions			expense			period
2025		$	—		$	2,214		$	37		$	2,251
2024		$	—		$	—		$	—		$	—
2023		$	—		$	—		$	—		$	—

The following table presents a roll forward of our accrued environmental obligations (in thousands):


	Balance at				Increase		Balance at
	beginning				(decrease)		end of
	of period		Payments		in estimate		period
2024	$	909	$	(142)	$	(5)	$	762
2023	$	1,363	$	(333)	$	(121)	$	909
2022	$	1,812	$	(1,188)	$	739	$	1,363

~~Accrued Washington State emissions allowances. The Washington State Climate Commitment Act~~ (~~“CCA”~~12), ~~implemented~~LONG-TERM January 1, 2023, was designed to reduce greenhouse gas emissions. Rules implementing the CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. Accrued Washington State emissions allowances represent our obligation under the CCA to obtain emissions allowances for certain products sold at the truck rack at our Tacoma, Washington terminal. We record the emissions allowance obligation at market value, net of allowances purchased and record the associated expense as cost of product sales when certain products are sold at the truck rack at our Tacoma, Washington terminal.DEBT

(11) LONG-TERM DEBT

Long-term debt is as follows (in thousands):



	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Senior secured term loans outstanding	$	1938,~~118,849~~082	$	~~980~~1,~~000~~118,849
Revolving credit facility outstanding		~~17,000~~—		8817,000
6.125% senior notes due in 2026		299,900		299,900
8.500% senior unsecured notes due in 2030		500,000		—
Unamortized deferred debt issuance costs (1)		(16,306)		(18,620)
6.125% senior notes due in 2026		—		299,900
Total debt		1,419,443		1,349,280
Unamortized deferred debt issuance costs (1)		(16,595)		(16,306)
Current portion of senior secured term loans		(11,535)		(10,000)
Total debt, net of deferred debt issuance costs		1,421,487		1,419,443
Long-term debt	$	1,407,908	$	1,339,280
Current portion of senior secured term loans		—		(11,535)
Long-term debt, net of deferred debt issuance costs	$	1,421,487	$	1,407,908

(1) Deferred debt issuance costs are amortized using the effective interest method over the applicable term of the senior secured term loans and senior notes. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, amortization of deferred debt issuance costs was approximately $4.78 million and $4.17 million, respectively. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, expense related to a loss on partial debt extinguishment related to the October 28, 2024 Amendment No. 3 to the Credit Agreement, was approximately $1.1 million and $nil, respectively. For the years ended December 31, 2024 and 2023, one-time debt issuance costs related to the October 28, 2024 Amendment No. 3 to the Credit Agreement, was approximately $0.9 million and $nil, respectively.

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 $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

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

~~loans~~debt inextinguishment anwas ~~aggregate~~approximately ~~principal~~$4.5 ~~amount~~million ofand $~~150~~1.1 million, respectively. ~~The~~For ~~other~~the ~~terms~~years ended December 31, 2025 and ~~conditions~~2024, ofone-time ~~the~~debt ~~Credit~~issuance ~~Agreement~~costs ~~were~~was ~~unchanged~~approximately $1.3 million and $0.9 million, respectively.

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 $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		36,677
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

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

~~For~~On August 1, 2025, the ~~years~~Company, ~~ended~~as ~~December~~parent 31guarantor, ~~2024~~and TransMontaigne Operating Company L.P., ~~2023~~our ~~and~~wholly ~~2022~~owned subsidiary, entered into Amendment No. 5 to the ~~weighted~~Credit ~~average~~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 onequal ~~borrowings~~to, ~~was~~at ~~approximately~~our ~~7.4%~~election, 7either Term SOFR plus an applicable margin of 2.550% ~~and~~or 5an alternate base rate plus an applicable margin of 1.250%~~, respectively~~. AtThe ~~both~~other ~~December~~terms ~~31,~~and ~~2024~~conditions ~~and~~of ~~2023,~~the ~~our~~Credit ~~outstanding~~Agreement, ~~letters~~as ofamended ~~credit~~by ~~were~~Amendment $0No.4 ~~million~~5, remain unchanged.

~~Senior~~In ~~notes.~~the Onfourth ~~February~~quarter ~~12,~~of ~~2018~~2025, the Company, as parent guarantor, and ~~TLP~~TransMontaigne ~~Finance~~Operating ~~Corp~~Company L.P., our wholly owned subsidiary, ~~issued~~made ata ~~par~~ $~~300~~175 million ofprepayment ~~6.125% senior notes. On February 21, 2025, the Company closed~~ on our ~~offering of $500 million aggregate principal amount of 8.500%~~ senior ~~unsecured~~secured ~~notes~~term ~~due~~loans inwith ~~2030~~the atproceeds ~~an issue price of 100% in a private offering that is exempt~~ from the ~~registration~~sale ~~requirements~~ of the ~~Securities~~Fisher ~~Act~~Island ofterminal ~~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. Weland ~~used~~(see ~~the~~Note ~~net~~14 ~~proceeds from the senior unsecured notes offering to redeem all~~ of ~~our~~Notes ~~6.125% senior notes due in 2026, repay indebtedness under our revolving credit facility, make a distribution~~ to ~~TLP~~consolidated ~~Finance~~financial Holdings, LLC to repay TLP Finance Holdings, LLC’s term loan due in 2025 and to pay fees and expenses in connection with the transactions, with the remainder to be used for general corporate purposesstatements).

For the years ended December 31, 2025, 2024 and 2023, the weighted average interest rate on borrowings was approximately 6.7%, 7.4% and 7.5%, respectively. At both December 31, 2025 and 2024, our outstanding letters of credit were $0.4 million.

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. 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.

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

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2025, 2024 and 2023

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.

TransMontaigne Partners LLC has no independent assets or operations unrelated to its investments in its consolidated subsidiaries. TLP Finance Corp. has no assets or operations. Our operations are conducted by subsidiaries of TransMontaigne Partners LLC through our 100% owned operating company subsidiary, TransMontaigne Operating Company L.P. None of the assets of TransMontaigne Partners LLC or a guarantor represent restricted net assets pursuant to the guidelines established by the Securities and Exchange Commission.

(1213) DEFERRED COMPENSATION EXPENSE

We have a savings and retention plan to compensate certain employees who provide services to the Company. The purpose of the savings and retention plan is to provide for the reward and retention of participants by providing them with awards that vest over future service periods. Awards under the plan with respect to individuals providing services to the Company generally become vested as to 50% of a participant’s annual award as of the first day of the month that falls closest to the second anniversary of the grant date, and the remaining 50% as of the first day of the month that falls closest to the third anniversary of the grant date, subject to earlier vesting upon a participant’s attainment of the age and length of service thresholds, retirement, death or disability, involuntary termination without cause, or termination of a participant’s employment following a change in control of the Company as specified in the plan. The awards are increased for the value of any accrued growth based on underlying investments deemed made with respect to the awards. The awards (including any accrued growth relating thereto) are subject to forfeiture until the vesting date. A person will satisfy the age and length of service thresholds of the plan upon the attainment of the earliest of (a) age sixty, (b) age fifty-five and ten years of service as an officer of the Company or any of its affiliates or predecessors, or (c) age fifty and twenty years of service as an employee of the Company or any of its affiliates or predecessors.

We have the intent and ability to settle the savings and retention plan awards in cash, and accordingly, we account for the awards as accrued liabilities. For savings and retention plan awards to employees, approximately $1.8 million, $1.9 million and $2.4 million is included in deferred compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively.

On September 14, 2023, an indirect parent of the Company granted class B units and modified existing class B units in the indirect parent of the Company to the officers of TransMontaigne Management Company. On October 1, 2025, an indirect parent of the Company granted class B units and modified existing class B units in the indirect parent of the Company to the officers of TransMontaigne Management Company. The October 1, 2025 modification of class B units had an insignificant impact on deferred compensation expense. For the years ended December 31, 2025, 2024 and 2023, we recognized approximately $0.9 million, $1.9 million and $1.9 million, respectively, of deferred compensation expense in our consolidated statements of operations, non-cash contribution from parent entities in our consolidated statements of equity and non-cash equity-based compensation in our consolidated statements of cash flows related to the class B units.

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

~~million,~~(14) ~~$2.4~~COMMITMENTS ~~million~~AND ~~and $2.1 million is included in deferred compensation expense for the years ended December 31, 2024, 2023 and 2022, respectively.~~CONTINGENCIES

Lessee operating lease commitments. We lease property including corporate offices, vehicles and land. We determine if an arrangement is a lease at inception and evaluate identified leases for operating or finance lease treatment at lease commencement. Operating or finance lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our leases have remaining lease terms of less than one year to 45 years, some of which have options to extend or terminate the lease. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Operating right-of-use assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. The additions to right-of-use assets obtained from new operating lease liabilities during the years ended December 31, 2025 and 2024, of approximately $23.9 million and $2.9 million, respectively, are treated as non-cash transactions that do not impact the consolidated statements of cash flows. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We determined our incremental borrowing rate using the borrowing rate of our debt agreements. The terms of our corporate offices, vehicles and land leases are in line with the Credit Agreement, our primary finance mechanism. We have certain land and vehicle lease agreements with lease and non-lease components, which are accounted for separately. Non-lease components include payments for taxes and other operating and maintenance expenses incurred by the lessor but payable by us in connection with the leasing arrangement. During the years ended December 31, 2025, 2024 and 2023, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor.

OnFisher ~~September~~Island ~~14,~~terminal ~~2023,~~facility anland ~~indirect~~sale-leaseback. ~~parent~~On ofOctober 8, 2025, the Company ~~granted~~completed ~~class~~the Bsale-leaseback ~~units~~of inour ~~the~~terminal ~~indirect~~facility ~~parent~~land ofon ~~the~~Fisher ~~Company~~Island, Miami, Florida to ~~the~~HRP ~~officers~~Fisher ofIsland, ~~TMC~~LLC, ~~and~~for ~~modified~~a ~~existing~~purchase ~~class~~price Bof ~~units~~$180 inmillion. ~~the~~The ~~indirect~~Fisher ~~parent~~Island ofterminal ~~the~~facility ~~Company~~has toactive ~~the~~storage ~~officers~~capacity of ~~TMC.~~approximately 700,000 barrels ~~For~~for the ~~years~~storage ~~ended~~of ~~December~~marine ~~31,~~fuels. ~~2024,~~We ~~2023~~received ~~and~~proceeds ~~2022,~~of ~~we recognized~~ approximately $1176.98 million, ~~$1.9~~net ~~million~~of ~~and~~transaction ~~$1.7 million~~costs, ~~respectively,~~which ofwas ~~deferred~~used ~~compensation~~for ~~expense~~a in$175 ~~our~~million ~~consolidated~~prepayment ~~statements~~on ofour ~~operations,~~senior ~~non-cash~~secured ~~contribution~~term ~~from~~loans. ~~parent~~As ~~entities~~a inresult ~~our~~of ~~consolidated~~the ~~statements~~sale-leaseback, ofwe ~~equity~~recorded ~~and~~a ~~non-cash~~gain ~~equity-based~~of ~~compensation~~approximately in$169.6 ~~our~~million ~~consolidated~~to ~~statements~~gain ofon ~~cash~~sale ~~flows~~of ~~related~~assets towithin the ~~class~~consolidated Bstatements ~~units~~of operations.

~~(13)~~At ~~COMMITMENTS~~closing ~~AND~~we ~~CONTINGENCIES~~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. The lease may be terminated by either party upon no less than six months’ notice prior to the end of the lease term. Lease payments have been prepaid through September 2026. Right-of-use assets and lease liabilities related to this sale-leaseback transaction were $22.3 million and $10.7 million, respectively. At the end of the lease, we plan to abandon the terminal property, plant, and equipment. Accordingly, we have applied abandonment accounting and accelerated the depreciation of the terminal property, plant and equipment of approximately $5.8 million, over the course of the lease term.

Lessee operating lease commitments. We lease property including corporate offices, vehicles and land. We determine if an arrangement is a lease at inception and evaluate identified leases for operating or finance lease treatment at lease commencement. Operating or finance lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our leases have remaining lease terms of less than one year to 46 years, some of which have options to extend or terminate the lease. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Operating right-of-use assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. The additions to right-of-use assets obtained from new operating lease liabilities during the years ended December 31, 2024 and 2023, of approximately $2.9 million and $1.0 million, respectively, are treated as non-cash transactions that do not impact the consolidated statements of cash flows. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We determined our incremental borrowing rate using the borrowing rate of our debt agreements. The terms of our corporate offices, vehicles and land leases are in line with the Credit Agreement, our primary finance mechanism. We have certain land and vehicle lease agreements with lease and non-lease components, which are accounted for separately. Non-lease components include payments for taxes and other operating and maintenance expenses incurred by the lessor but payable by us in connection with the leasing arrangement. During the years ended December 31, 2024, 2023 and 2022, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor.

Following are components of our lease costs (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Operating leases	$	58,~~284~~285	$	5,~~743~~284	$	5,~~573~~743
Variable lease costs (including insignificant short-term leases)		1,~~669~~666		1,~~548~~669		1,~~627~~548
Sublease income as primary obligor		(~~1,012~~703)		(1,~~102~~012)		(1,~~080~~102)
Total lease costs	$	59,~~941~~248	$	65,~~189~~941	$	6,~~120~~189

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Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Other information related to our operating leases was as follows (in thousands, except lease term and discount rate):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Cash outflows for operating leases	$	517,~~250~~655	$	5,~~763~~250	$	5,~~400~~763
Weighted average remaining lease term (years)		2722.3831		27.9638		27.9596
Weighted average discount rate		4.79%		4.57%		4.5%

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of December 31, ~~2024~~2025 and related imputed interest was as follows (in thousands):


Years ending December 31:
2025	$	4,013
2026	$	7,099
2026		4,093
2027		13,001
2027		4,485
2028		4,154
2028		4,038
2029		3,518
2029		3,441
2030		3,373
Thereafter		6763,~~348~~975
Total lease payments		8795,~~418~~120
Less imputed interest		(3735,~~432~~979)
Present value of operating lease liabilities	$	4959,~~986~~141

Contractual commitments. At December 31, 2025, we have contractual commitments of approximately $25.3 million for the supply of services, labor and materials related to capital projects that currently are under development. We expect that these contractual commitments will primarily be paid within a year.

Contractual commitments. At December 31, 2024, we have contractual commitments of approximately $25.0 million for the supply of services, labor and materials related to capital projects that currently are under development. We expect that these contractual commitments will primarily be paid within a year.

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.

~~(14)~~In ~~DISCLOSURES~~the ~~ABOUT~~second ~~FAIR~~quarter ~~VALUE~~of 2025, we made a one-time customer settlement payment of approximately $4.4 million related to our Brownsville terminals. The settlement was recognized in terminal revenue in the consolidated statements of operations.

(15) DISCLOSURES ABOUT FAIR VALUE

GAAP defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. GAAP also establishes a fair value hierarchy that prioritizes the use of higher-level inputs for valuation techniques used to measure fair value. The three levels of the fair value hierarchy are: (1) Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities; (2) Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and (3) Level 3 inputs, which are unobservable inputs for the asset or liability.

The fair values of the following financial instruments represent our best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Our fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects our judgments about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. There were no transfers into or out of Levels 1, 2, and 3 during the years ended December 31, 2024 and 2023. The following methods and assumptions were used to estimate the fair value of financial instruments at December 31, 2024 and 2023.

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Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

the best information available in the circumstances. There were no transfers into or out of Levels 1, 2, and 3 during the years ended December 31, 2025, 2024 and 2023. The following methods and assumptions were used to estimate the fair value of financial instruments at December 31, 2025 and 2024.

Cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. The fair value is categorized in Level 1 of the fair value hierarchy.

Derivative instruments. The carrying amount of our interest rate swaps is equal to fair value and was determined using a pricing model based on the applicable swap rates and other observable market data. The fair value is categorized in Level 2 of the fair value hierarchy.

Debt. The estimated fair value of our $~~1,118~~938.81 million senior secured term loans at December 31, ~~2024~~2025 was approximately $~~1,130~~940.04 million based on observable market trades. The estimated fair value of our $~~299.9~~500 million publicly traded senior notes at December 31, ~~2024~~2025 was approximately $~~298~~510.86 million based on observable market trades. The carrying amount of our revolving credit facility debt approximates fair value since borrowings under the facility bear interest at current market interest rates. The fair value of our debt is categorized in Level 2 of the fair value hierarchy.

Non-financial assets. The Company’s non-financial assets, which primarily consist of property and equipment, right-of-use assets, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. The fair values of these assets are determined, as required, based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans.

(1516) REVENUE FROM CONTRACTS WITH CUSTOMERS

The majority of our terminaling services agreements contain minimum payment arrangements, resulting in a fixed amount of revenue recognized, which we refer to as “firm commitments” and are accounted for in accordance with ASC 842, Leases (“ASC 842 revenue”). The remainder is recognized in accordance with ASC 606, Revenue From Contracts With Customers (“ASC 606 revenue”).

The following table provides details of our revenue disaggregated by category of revenue (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Terminaling services fees:
Firm commitments (ASC 842 revenue)	$	~~194~~196,~~889~~530	$	~~186~~194,~~862~~889	$	~~183~~186,~~595~~862
Firm commitments (ASC 606 revenue)		4644,~~714~~173		4246,~~390~~714		3942,~~040~~390
Total firm commitments revenue		~~241~~240,~~603~~703		~~229~~241,~~252~~603		~~222~~229,~~635~~252
Ancillary revenue (ASC 606 revenue)		6665,~~060~~756		6566,~~549~~060		6665,~~285~~549
Ancillary revenue (ASC 842 revenue)		2,~~005~~411		2,~~633~~005		2,~~030~~633
Total ancillary revenue		68,~~065~~167		68,~~182~~065		68,~~315~~182
Total terminaling services fees		~~309~~308,~~668~~870		~~297~~309,~~434~~668		~~290~~297,~~950~~434
Management fees (ASC 606 revenue)		129,~~562~~928		1312,~~328~~562		1213,~~932~~328
Management fees (ASC 842 revenue)		1,~~351~~055		1,~~497~~351		1,~~488~~497
Total management fees		1310,~~913~~983		1413,~~825~~913		14,~~420~~825
Product sales (ASC 606 revenue)		~~379~~326,~~146~~119		~~340~~379,~~861~~146		~~361~~340,~~025~~861
Total revenue	$	~~702~~645,~~727~~972	$	~~653~~702,~~120~~727	$	~~666~~653,~~395~~120

The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 606 revenue in the specified period related to our future performance obligations as of the end of the reporting period (in thousands):75

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Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Estimated Future ASC 606 Revenue by Segment


	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Years ending December 31:	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
2025	$	2,572	$	620	$	2,359	$	—	$	10,026	$	20,817	$	—	$	36,394
2026	$	3,560	$	850	$	926	$	—	$	22,917	$	22,816	$	—	$	51,069
2026		2,247		40		393		—		10,026		11,614		—		24,320
2027		1,770		165		—		—		22,626		4,687		—		29,248
2027		1,427		—		—		—		6,128		1,351		—		8,906
2028		—		—		—		—		16,191		763		—		16,954
2028		—		—		—		—		—		—		—		—
2029		—		—		—		—		8,256		—		—		8,256
2029		—		—		—		—		—		—		—		—
2030		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—		—
Total estimated future ASC 606 revenue	$	65,~~246~~330	$	~~660~~1,015	$	~~2,752~~926	$	—	$	2669,~~180~~990	$	3328,~~782~~266	$	—	$	69105,~~620~~527

Our estimated future ASC 606 revenue, for purposes of the tabular presentation above, excludes estimates of future rate changes due to changes in indices or contractually negotiated rate escalations and is generally limited to contracts that have minimum payment arrangements. The balances disclosed include the full amount of our customer commitments accounted for as ASC 606 revenue as of December 31, ~~2024~~2025 through the expiration of the related contracts. The balances disclosed exclude all performance obligations for which the original expected term is one year or less, the term of the contract with the customer is open and cannot be estimated, the contract includes options for future purchases or the consideration is variable.

Estimated future ASC 606 revenue in the table above excludes revenue arrangements accounted for in accordance with ASC 842. The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 842 revenue in the specified period (in thousands):


Years ending December 31:
2025	$	189,533
2026	$	158,083
2026		113,640
2027		79,850
2027		48,890
2028		47,585
2028		19,973
2029		25,769
2029		10,577
2030		23,827
Thereafter		1750,~~103~~810
Total estimated future ASC 842 revenue	$	~~399~~385,~~716~~924

BALANCE SHEET DISCLOSURES

Contract assets. Our contract assets are limited to trade accounts receivable.

The following tables present our contract assets resulting from contracts with customers (in thousands):


	Contracts under
	ASC 606		ASC 842			Total
Trade accounts receivable at December 31, 2023	$	21,008	$	8,683	$	29,691
Trade accounts receivable at December 31, 2025	$	16,926	$	7,952	$	24,878
Trade accounts receivable at December 31, 2024	$	17,144	$	7,219	$	24,363

Contract liabilities. Our contract liabilities include deferred revenue and customer advances and deposits. We have long-term terminaling services agreements with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue on a straight-line basis over the term of the respective agreements. In addition, pursuant to certain terminaling services agreements with our customers, we agreed to undertake certain capital projects. Upon completion of the projects, our customers have paid us amounts that will be recognized as revenue on a straight-line basis over the remaining term of the agreements. Collectively, the differences between amounts billed and revenue recognized under ASC 606 and ASC 842 are recorded as contract liabilities. These liabilities are presented as deferred revenue in our consolidated balance sheets. We record customer advances and

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Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

undertake certain capital projects. Upon completion of the projects, our customers have paid us amounts that will be recognized as revenue on a straight-line basis over the remaining term of the agreements. Collectively, the differences between amounts billed and revenue recognized under ASC 606 and ASC 842 are recorded as contract liabilities. These liabilities are presented as deferred revenue in our consolidated balance sheets. We record customer advances and deposits when payments are received from customers in advance of the terminaling services being provided, resulting in a contract liability accounted for under ASC 606 and ASC 842. This liability is presented as accrued liabilities in our consolidated balance sheets (see Note 10 of Notes to consolidated financial statements).

The following table presents our contract liabilities resulting from contracts with customers (in thousands):


	Contracts under
	ASC 606		ASC 842		Total
Contract liabilities at December 31, 2023	$	1,519	$	10,398	$	11,917
Contract liabilities at December 31, 2025	$	1,416	$	10,823	$	12,239
Contract liabilities at December 31, 2024	$	1,266	$	12,608	$	13,874

Revenue recognized during the year ended December 31, ~~2024~~2025, from amounts included in contract liabilities at December 31, ~~2023~~2024, was approximately $1.42 million for contracts under ASC 606 and approximately $1012.03 million for contracts under ASC 842.

(1617) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of 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. Our chief operating decision maker is the Company’s chief executive officer. The Company’s chief executive officer reviews the financial performance of our business segments using disaggregated financial information about “net margins”. Our chief operating decision maker considers the actual “net margins” as compared to the “net margins” for (i) the relevant prior period actual results, (ii) budget and (iii) guidance on a quarterly basis for purposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue less cost of product sales and operating costs and expenses. The cost of product sales at our terminal in Tacoma, Washington includes product supply and transportation costs. 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. Accordingly, we present “net margins” for each of our 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. Accounting policies for each segment are the same as the accounting policies described in Note 1 of Notes to the consolidated financial statements.

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Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

The financial performance of our business segments is as follows (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Gulf Coast Terminals:
Terminaling services fees	$	8991,~~051~~955	$	8889,~~380~~051	$	8688,~~549~~380
Management fees		8175		7381		6373
Revenue		8992,~~132~~030		8889,~~453~~132		8688,~~612~~453
Operating costs and expenses		(2630,~~279~~226)		(2426,~~426~~279)		(2324,~~550~~426)
Net margins		6261,~~853~~804		6462,~~027~~853		6364,~~062~~027
Midwest Terminals:
Terminaling services fees		11,~~250~~064		11,~~003~~250		1011,~~269~~003
Revenue		11,~~250~~064		11,~~003~~250		1011,~~269~~003
Operating costs and expenses		(1,~~846~~993)		(1,~~917~~846)		(1,~~856~~917)
Net margins		9,~~404~~071		9,~~086~~404		89,~~413~~086
Brownsville Terminals:
Terminaling services fees		1812,~~244~~093		18,~~982~~244		1918,~~723~~982
Management fees		5,~~910~~198		65,~~064~~910		56,~~911~~064
Revenue		2417,~~154~~291		2524,~~046~~154		25,~~634~~046
Operating costs and expenses		(1113,~~980~~893)		(911,~~898~~980)		(109,~~240~~898)
Net margins		123,~~174~~398		1512,~~148~~174		15,~~394~~148
River Terminals:
Terminaling services fees		1517,~~452~~058		1415,~~425~~452		14,~~466~~425
Revenue		1517,~~452~~058		1415,~~425~~452		14,~~466~~425
Operating costs and expenses		(68,~~896~~066)		(6,~~777~~896)		(6,~~681~~777)
Net margins		8,~~556~~992		78,~~648~~556		7,~~785~~648
Southeast Terminals:
Terminaling services fees		7372,~~862~~869		6773,~~831~~862		6867,~~699~~831
Management fees		~~966~~1,143		~~1,065~~966		1,~~150~~065
Revenue		74,~~828~~012		6874,~~896~~828		6968,~~849~~896
Operating costs and expenses		(29,~~180~~554)		(2629,~~475~~180)		(2526,~~754~~475)
Net margins		4544,~~648~~458		4245,~~421~~648		4442,~~095~~421
West Coast Terminals:
Product sales		~~379~~326,~~146~~119		~~340~~379,~~861~~146		~~361~~340,~~025~~861
Terminaling services fees		~~101~~103,~~809~~831		96101,~~813~~809		9196,~~244~~813
Management fees		6—		446		4244
Revenue		~~480~~429,~~961~~950		~~437~~480,~~718~~961		~~452~~437,~~311~~718
Cost of product sales		(~~356~~303,~~187~~776)		(~~320~~356,~~516~~187)		(~~347~~320,~~302~~516)
Operating costs and expenses		(39,~~197~~928)		(3639,~~721~~197)		(3436,~~794~~721)
Costs and expenses		(~~395~~343,~~384~~704)		(~~357~~395,~~237~~384)		(~~382~~357,~~096~~237)
Net margins		8586,~~577~~246		8085,~~481~~577		7080,~~215~~481
Central Services:
Management fees		64,~~950~~567		76,~~579~~950		7,~~254~~579
Revenue		64,~~950~~567		76,~~579~~950		7,~~254~~579
Operating costs and expenses		(1720,~~964~~133)		(1817,~~483~~964)		(1518,~~761~~483)
Net margins		(1115,~~014~~566)		(1011,~~904~~014)		(810,~~507~~904)
Total net margins		~~213,~~198,403		~~207~~213,~~907~~198		~~200~~207,~~457~~907
General and administrative		(3028,~~160~~335)		(2830,~~932~~160)		(2928,~~462~~932)
Insurance		(67,~~847~~657)		(6,~~822~~847)		(6,~~289~~822)
Deferred compensation		(32,~~840~~671)		(43,~~272~~840)		(34,~~778~~272)
Depreciation and amortization		(7174,~~846~~008)		(7071,~~876~~846)		(7170,~~106~~876)
Earnings from unconsolidated affiliates		109,~~005~~905		10,~~140~~005		1110,~~130~~140
Operating income		110,510		107,145		100,952
Gain on sale of assets		169,622		—		—
Other expenses (interest and deferred debt issuance costs)		(100,428)		(104,199)		(59,003)
Operating income		265,259		110,510		107,145
Net earnings	$	10,082	$	2,946	$	41,949
Other expenses (interest and deferred debt issuance costs)		(137,124)		(100,428)		(104,199)
Net earnings	$	128,135	$	10,082	$	2,946

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Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Supplemental information about our business segments is summarized below (in thousands):

Year ended December 31, ~~2024~~2025

Gulf Coast

Midwest

Brownsville

River

Southeast

West Coast

Central

Terminals

Services

Total

Revenue:

Terminal revenue

8992,~~132~~030

11,~~250~~064

2417,~~154~~291

1517,~~452~~058

74,~~828~~012

~~101~~103,~~815~~831

64,~~950~~567

~~323~~319,~~581~~853

Product sales

—

~~379~~326,~~146~~119

—

~~379~~326,~~146~~119

Total revenue

8992,~~132~~030

11,~~250~~064

2417,~~154~~291

1517,~~452~~058

74,~~828~~012

~~480~~429,~~961~~950

64,~~950~~567

~~702~~645,~~727~~972

Capital expenditures

1718,~~451~~123

~~234~~725

31,~~283~~891

27,~~393~~115

117,~~601~~298

2218,~~282~~960

1,~~348~~347

5855,~~592~~459

Identifiable assets

~~148~~173,~~774~~804

1312,~~145~~403

~~103~~98,~~444~~341

4145,~~728~~072

~~217~~203,~~630~~653

~~431~~421,~~829~~587

10,~~565~~669

~~967~~965,~~115~~529

Cash and cash equivalents

812,~~174~~463

Investments in unconsolidated affiliates

~~317~~307,~~392~~642

Unrealized gain on interest rate swap agreements

~~19,081~~935

Other

144,~~088~~970

Total assets

1,~~325~~291,~~850~~539

Year ended December 31, ~~2023~~2024

Gulf Coast

Midwest

Brownsville

River

Southeast

West Coast

Central

Terminals

Services

Total

Revenue:

Terminal revenue

8889,~~453~~132

11,~~003~~250

2524,~~046~~154

1415,~~425~~452

6874,~~896~~828

96101,~~857~~815

76,~~579~~950

~~312~~323,~~259~~581

Product sales

—

~~340~~379,~~861~~146

—

~~340~~379,~~861~~146

Total revenue

8889,~~453~~132

11,~~003~~250

2524,~~046~~154

1415,~~425~~452

6874,~~896~~828

~~437~~480,~~718~~961

76,~~579~~950

~~653~~702,~~120~~727

Capital expenditures

1217,~~570~~451

70234

3,~~146~~283

32,~~848~~393

1711,~~424~~601

2122,~~302~~282

1,~~459~~348

5958,~~819~~592

Identifiable assets

~~141~~148,~~999~~774

1413,~~987~~145

~~108~~103,~~094~~444

4441,~~783~~728

~~230~~217,~~490~~630

~~442~~431,~~868~~829

10,~~509~~565

~~993~~967,~~730~~115

Cash and cash equivalents

78,~~552~~174

Investments in unconsolidated affiliates

~~320~~317,~~110~~392

Unrealized gain on interest rate swap agreements

1319,~~027~~081

Other

314,~~713~~088

Total assets

1,~~338~~325,~~132~~850

Year ended December 31, ~~2022~~2023

Gulf Coast

Midwest

Brownsville

River

Southeast

West Coast

Central

Terminals

Services

Total

Revenue:

Terminal revenue

8688,~~612~~453

1011,~~269~~003

25,~~634~~046

14,~~466~~425

6968,~~849~~896

9196,~~286~~857

7,~~254~~579

~~305~~312,~~370~~259

Product sales

—

~~361~~340,~~025~~861

—

~~361~~340,~~025~~861

Total revenue

8688,~~612~~453

1011,~~269~~003

25,~~634~~046

14,~~466~~425

6968,~~849~~896

~~452~~437,~~311~~718

7,~~254~~579

~~666~~653,~~395~~120

Capital expenditures

1112,~~484~~570

~~816~~70

53,~~114~~146

13,~~963~~848

1017,~~310~~424

2421,~~017~~302

~~788~~1,459

5459,~~492~~819

7579

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TransMontaigne Partners LLC and subsidiaries

Notes to Consolidated Financial Statements (continued)

Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(1718) SUBSEQUENT EVENTS

~~Terminal~~Credit ~~Facilities~~Agreement ~~sale agreements~~amendment. On ~~January~~February 226, ~~2025~~2026, the Company, ~~announced~~as ~~that~~parent itguarantor, ~~had~~and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into ~~separate~~Amendment ~~agreements~~No. 6 to the Credit Agreement, which provides for, among other things, the ~~sale~~reduction of ~~our~~the ~~terminal~~applicable ~~facilities~~margin onof ~~Fisher~~the ~~Island~~senior ~~Miami,~~secured ~~Florida~~term loans under the Credit Agreement and inthe ~~Fairfax,~~extension ~~Virginia.~~of ~~Proceeds~~the ~~from~~maturity of the ~~terminal~~senior ~~sales~~secured ~~will~~term beloans ~~used~~(the ~~for~~“Repricing ~~repayment~~and ofExtension”). ~~certain~~After giving effect to the Repricing and Extension, senior secured term ~~debt~~loans ~~obligations~~under the Credit Agreement (~~See~~i) ~~Note~~accrue 1interest ofat ~~Notes~~a per annum rate equal to, ~~consolidated~~at ~~financial~~our ~~statements~~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.

Charlotte terminal facility sale agreement. On ~~February~~March 2118, ~~2025~~2026, the Company ~~made~~entered into an agreement for the sale of our terminal facility in Charlotte, North Carolina for a purchase price of approximately $~~170~~3.74 million. ~~distribution~~Proceeds tofrom ~~our~~the ~~parent~~terminal sale will be used for repayment of certain term debt obligations. The Charlotte terminal facility has storage capacity of approximately 120,000 ~~TLP~~barrels ~~Finance~~for ~~Holdings~~the storage of gasoline, ~~LLC~~diesel, ethanol, and fuel additives. The closing of the sale is expected to ~~repay~~occur ~~TLP~~on ~~Finance~~or ~~Holdings~~about April 17, ~~LLC’s~~2026, ~~term~~or ~~loan~~on ~~due~~such inother ~~2025~~date as may be mutually agreed by the parties and is subject to customary closing conditions.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to our management, including our executive and principal financial officer (whom we refer to as the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. The management of our sole equity-holder (TLP Finance Holdings, LLC) evaluated, with the participation of the Certifying Officers, the effectiveness of our disclosure controls and procedures as of December 31, ~~2024~~2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of December 31, ~~2024~~2025, our disclosure controls and procedures were effective at the reasonable assurance level. In addition, our Certifying Officers concluded that there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

The management of our sole equity-holder is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

The management of our sole equity-holder has used the framework set forth in the report entitled “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the effectiveness of our internal control over financial reporting. Based on that evaluation, the management of our sole equity-holder has concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

March 2720, ~~2025~~2026

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ITEM 9B. OTHER INFORMATION

No information was required to be disclosed in a report on Form 8-K, but not so reported, for the quarter ended December 31, ~~2024~~2025.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

TLP Finance, an indirect controlled subsidiary of ArcLight, is our sole equity-holder and manages our operations and activities. Our ~~company~~Company’s executive officers are employees of TMC, a wholly owned subsidiary of ArcLight. As a result, our management activities are entirely conducted by a wholly owned subsidiary of ArcLight. As we are managed by TLP Finance, we do not have a board of directors and the decisions of TLP Finance are not governed by any specific policies. TLP Finance may adopt certain policies governing its decision-making processes with respect to our management in the future.

Corporate Governance Guidelines; Code of Business Conduct and Ethics

We have adopted a Code of Ethics for Senior Financial Officers. The Code of Ethics for Senior Financial Officers applies to the senior financial officers of the Company, including the chief executive officer, the chief financial officer, the chief accounting officer, the chief operating officer and the president or persons performing similar functions.

We have adopted a Code of Business Conduct and Ethics, which applies to all employees providing services to the Company and all officers of the Company.

Our Code of Ethics for Senior Financial Officers and Code of Business Conduct and Ethics are available on the “Corporate Governance” section of our website at www.transmontaignepartners.com.

Management of the Company and Officers

TLP Finance, our sole equity-holder, manages and oversees our operations. As part of its oversight function, TLP Finance monitors how management operates the Company. When granting authority to management, approving strategies and receiving management reports, TLP Finance considers, among other things, the risks and vulnerabilities we face. As of the date of this report, the Company does not have its own board of directors.

Executive Officers

~~The~~Chief ~~following~~Executive ~~table~~Officer. ~~sets~~Effective ~~forth~~September ~~the~~2, ~~names~~2025, ~~ages~~Randal ~~and~~T. ~~titles~~Maffett ofretired ~~the~~from ~~executive~~his ~~officers~~position ofas ~~the~~Chief ~~Company,~~Executive ~~each~~Officer of ~~whom~~TransMontaigne isPartners anLLC ~~employee~~and ofits ~~TMC~~wholly owned and controlled operating subsidiaries. Effective upon his retirement as Chief Executive Officer, aMr. ~~wholly~~Maffett ~~owned~~joined ~~subsidiary~~the Board of ~~ArcLight,~~Managers as(the Board) of ~~February~~an ~~28,~~indirect ~~2025:~~parent of the Company.


Name	Age	Position
Randal T. Maffett	64	Chief Executive Officer
Shawn L. Mongold	53	Executive Vice President and Chief Operating Officer
Robert T. Fuller	55	Executive Vice President, Chief Financial Officer and Treasurer
Holly P. Kranzmann	59	Executive Vice President, Business Development
Matthew B. White	52	Executive Vice President, General Counsel and Secretary

78Effective September 2, 2025, an indirect parent of the Company appointed Jesse Arenivas as Chief Executive Officer of the Company and its wholly owned and controlled operating subsidiaries and a member of the Board. Mr. Arenivas received a Bachelor of Business Administration in finance from the University of Texas Permian Basin and is a licensed Certified Public Accountant.

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~~Randal~~The T.following ~~Maffett~~table ~~has~~sets ~~served~~forth asthe ~~Chief~~names, ~~Executive~~ages ~~Officer~~and titles of the ~~Company~~executive ~~since~~officers ~~October~~ of ~~2023.~~the ~~Prior~~Company, toeach ~~October~~ of ~~2023,~~whom ~~Mr.~~is ~~Maffett~~an ~~served~~employee ~~as Chief Commercial Officer~~ of ~~Kinder~~TMC, ~~Morgan~~a ~~Terminals~~wholly ~~from~~owned ~~2014~~subsidiary toof ~~2019~~ArcLight, as ~~Senior Vice President, Corporate Development~~ of ~~CVR~~February ~~Energy~~28, ~~Inc. from 2011 to 2014 and in other roles in the energy industry dating back to 1979. Mr. Maffett holds a B.S. in Petroleum Engineering from Louisiana State University.~~2026:


Name		Age		Position
Jesse Arenivas		52		Chief Executive Officer
Shawn L. Mongold		54		Executive Vice President and Chief Operating Officer
Robert T. Fuller		56		Executive Vice President, Chief Financial Officer and Treasurer
Holly P. Kranzmann		60		Executive Vice President, Business Development
Matthew B. White		53		Executive Vice President, General Counsel and Secretary

Jesse Arenivas has served as Chief Executive Officer of the Company since September of 2025. Prior to September 2025, Mr. Arenivas served as CEO of EnLink Midstream LLC (“EnLink”) from 2022 to 2025. Prior to EnLink, Mr. Arenivas served in several executive roles with Kinder Morgan, Inc. (“KMI”) including President of KMI’s Energy Transition Ventures team and Vice President (President, CO2 segment). Before joining KMI in 2003, Mr. Arenivas spent five years at ConocoPhillips Co. in financial and commercial roles. Mr. Arenivas received a Bachelor of Business Administration in finance from the University of Texas Permian Basin and is a licensed Certified Public Accountant.

Shawn L. Mongold has served as Executive Vice President, Chief Operating Officer of the Company since March of 2023. Prior to March of 2023, Mr. Mongold served as Senior Vice President of Engineering and Technical Services since August 2017. Mr. Mongold joined a former affiliate of the Company in 1996 as a staff engineer and has held several positions, including appointment to Director of Operations Technical Services in 2002, Executive Director of Technical Services in 2005, Vice President of Operations and Technical Services in 2008 and Senior Vice President of Engineering and Technical Services in 2017. Prior to his affiliation with the Company, Mr. Mongold worked for Mid-America Pipeline Company and OXY USA. Mr. Mongold earned a bachelor’s degree in electrical engineering from Oklahoma State University and holds licenses as a Professional Engineer and a Master Electrician.

Robert T. Fuller has served as Executive Vice President, Chief Financial Officer and Treasurer of the Company since November of 2014. Prior to November of 2014, Mr. Fuller served as Vice President and Chief Accounting Officer of the Company since January 2011 and as its Assistant Treasurer since February 2012. Prior to his affiliation with the Company, Mr. Fuller spent 13 years as a certified public accountant with KPMG LLP. Mr. Fuller has a B.A. in Political Science from Fort Lewis College and a M.S. in Accounting from the University of Colorado. Mr. Fuller is licensed as a certified public accountant in Colorado and New York.

Holly P. Kranzmann has served as Executive Vice President, Business Development of the Company since January of 2023. Ms. Kranzmann previously served as Senior Vice President, Business Development from April 30, 2022 to December 31, 2022. Prior to joining the Company, from September 2019 until April 2022, Ms. Kranzmann provided advisory and consulting services to various clients including transportation and logistics companies, renewable energy providers, major oil companies and government agencies. From November 2013 to August 2019, Ms. Kranzmann served as Vice President, Logistics Development for Tesoro Logistics (the master limited partnership owned by Tesoro Corporation, an independent refining and marketing company) which primarily transported, stored, gathered, processed and distributed crude oil, refined products, natural gas and other energy related commodities. Ms. Kranzmann received a B.B.A in Transportation and Logistics from Iowa State University.

~~Matthew~~On B.March ~~White~~18, ~~has served as Executive Vice President~~2026, ~~General~~Ms. ~~Counsel~~Kranzmann ~~and~~notified ~~Secretary of~~ the Company ~~and its subsidiaries since September~~ of ~~2021.~~her ~~Mr. White~~intention ~~served~~to asretire ~~the~~from ~~Senior~~her ~~Vice~~position ~~President,~~with ~~Assistant General Counsel and Assistant Secretary of~~ the Company ~~from~~and ~~March~~its ~~2021 to September 2021; as Vice President~~subsidiaries, ~~Assistant~~effective ~~General Counsel and Assistant Secretary from March 2017 to March 2021; and~~ as ~~Vice~~of ~~President and Assistant Secretary from~~ March ~~2015 to March 2017. Prior to joining the Company~~31, Mr2026. White served as in-house counsel to Oracle America Inc. and practiced at the law firm of Morrison & Foerster LLP. Mr. White received a B.S. in Civil Engineering from the United States Military Academy at West Point and a J.D. and M.B.A. from the University of Denver.

Matthew B. White has served as Executive Vice President, General Counsel and Secretary of the Company and its subsidiaries since September of 2021. Mr. White served as the Senior Vice President, Assistant General Counsel and Assistant Secretary of the Company from March 2021 to September 2021; as Vice President, Assistant General Counsel and Assistant Secretary from March 2017 to March 2021; and as Vice President and Assistant Secretary from March 2015 to March 2017. Prior to joining the Company, Mr. White served as in-house counsel to Oracle America Inc. and

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practiced at the law firm of Morrison & Foerster LLP. Mr. White received a B.S. in Civil Engineering from the United States Military Academy at West Point and a J.D. and M.B.A. from the University of Denver.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires the executive officers and directors of our general partner, and persons who own more than ten percent of a registered class of our equity securities (collectively, “Reporting Persons”) to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of our common units and our other equity securities. TLP Finance is the beneficial owner of 100 percent of our outstanding equity interests and the Company is solely a voluntary filer with the Securities and Exchange Commission as required by the covenants contained in the Company’s outstanding senior notes. Accordingly, no Section 16(a) filings were required during the relevant time period.

Committees of the Board of Directors and Management

We are managed by our sole equity-holder, TLP Finance, and we do not have a board of directors.

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The Company is not required to have, and does not have, a separately designated standing audit committee composed of independent directors, as its securities are not listed on a national securities exchange that requires such independence. The Company has determined that it is not necessary to designate, and has not designated, an “audit committee financial expert” as it is privately held and solely a voluntary filer with the Securities and Exchange Commission as required by the covenants contained in the Company’s outstanding senior notes. As we do not have a board of directors, there are no applicable board nomination procedures to report.

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

We do not directly employ the persons responsible for the executive-level management of our business. Instead, we are managed by ArcLight, and our executive officers are employees of a wholly owned subsidiary of ArcLight, TMC, which also provides services to other ArcLight affiliates. As a result, we do not incur any direct compensation costs for our executive officers. Pursuant to a services agreement, we pay TMC a fee intended to reimburse TMC for the services provided to us by our executive officers (each of whom are employed by TMC). For additional information, refer to the discussion under the heading “Certain Relationships and Related Transactions, and Director Independence Relationship and Agreements With our Affiliates—TMC Services Agreement.”

Employment and Other Agreements

We have not entered into any employment agreements with any of our officers.

Compensation Committee Report

We do not have a compensation committee.

COMPENSATION OF DIRECTORS

We are managed by our sole equity-holder, TLP Finance, and we do not have a board of directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We do not have a compensation committee.

SAVINGS AND RETENTION PLAN

We have a savings and retention plan to compensate certain employees who provide services to the Company. The purpose of the savings and retention plan is to provide for the reward and retention of participants by providing them with awards that vest over future service periods. ~~Our executive officers do not receive awards under the plan.~~ Generally, only senior level management employees of TMS receive awards under the savings and retention plan. Awards under the plan vest as to 50% of a participant’s annual award on the first day of the month containing the second anniversary of the grant date and the remaining 50% on the first day of the month containing the third anniversary of the grant date, subject to earlier vesting upon a participant’s attainment of certain age or length of service thresholds as specified in the plan. Awards are payable as to 50% of a participant’s annual award in the month containing the second anniversary of the grant date, and the remaining 50% in the month containing the third anniversary of the grant date, subject to earlier payment upon the participant’s retirement after achieving the age or service thresholds, death or disability, involuntary termination without cause or termination of a participant’s employment following a change in control, each as specified in the plan. The awards are increased for the value of any accrued growth based on underlying “investments” deemed made with respect to the awards. The awards (including any accrued growth relating thereto) are subject to forfeiture until the vesting date.

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attainment of certain age or length of service thresholds as specified in the plan. ~~upon~~Awards ~~the~~are ~~attainment~~payable ofas ~~the~~to ~~earliest~~50% of (a~~) age~~ ~~sixty,~~participant’s ~~(b) age~~annual ~~fifty-five~~award ~~and~~in ~~ten~~the ~~years~~month ofcontaining ~~service~~the assecond ananniversary ~~officer~~ of ~~TMS~~the orgrant ~~its affiliates~~date, ~~including~~and ~~us,~~the orremaining ~~(c) age~~50% ~~fifty~~in ~~and~~the ~~twenty~~month ~~years~~containing the third anniversary of ~~service~~the asgrant andate, ~~employee~~subject ofto ~~TMS~~earlier orpayment ~~its~~upon ~~affiliates.~~the ~~Although~~participant’s noretirement ~~assets~~after ~~are~~achieving ~~segregated~~the age or ~~otherwise~~service ~~set~~thresholds, ~~aside~~death ~~with~~or ~~respect~~disability, toinvoluntary termination without cause or termination of a participant’s ~~account,~~employment ~~the~~following ~~amount~~a ~~ultimately~~change ~~payable~~in tocontrol, aeach ~~participant~~as ~~shall~~specified bein the ~~amount~~plan. ~~credited~~The toawards ~~such~~are ~~participant’s~~increased ~~account~~for asthe ifvalue ~~such~~of ~~account~~any ~~had~~accrued ~~been~~growth ~~invested~~based inon ~~some~~underlying or“investments” ~~all~~deemed ofmade with respect to the ~~investment~~awards. ~~funds~~The ~~selected~~awards by(including any accrued growth relating thereto) are subject to forfeiture until the ~~plan~~vesting ~~administrator~~date.

Pursuant to the provisions of the plan, once participating employees reach the age and length of service thresholds set forth below, awards are immediately vested and become payable as set forth above, and such vested awards remain subject to forfeiture as specified in the plan. A person will satisfy the age and length of service thresholds of the plan upon the attainment of the earliest of (a) age sixty, (b) age fifty-five and ten years of service as an officer of TMS or its affiliates, including us, or (c) age fifty and twenty years of service as an employee of TMS or its affiliates. Although no assets are segregated or otherwise set aside with respect to a participant’s account, the amount ultimately payable to a participant shall be the amount credited to such participant’s account as if such account had been invested in some or all of the investment funds selected by the plan administrator.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS

TLP Finance is the beneficial owner of 100 percent of our outstanding equity interests.

EQUITY COMPENSATION PLAN INFORMATION

The Company does not have an equity compensation plan.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RELATIONSHIP AND AGREEMENTS WITH OUR AFFILIATES

TLP Finance, an indirect controlled subsidiary of ArcLight, owns 100 percent of the equity interests in the Company. Certain related party agreements and other related party transactions, in each case with ArcLight, are set forth below.

TMC Services Agreement. Our executive officers who provide services to the Company are employed by TMC, a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates. As a result, we do not directly employ the persons responsible for the executive management of our business. Nonetheless, TMS continues to provide certain payroll functions and maintains all employee benefits programs on behalf of TMC pursuant to a services agreement between TMC and TMS. Aggregate fees paid with respect to the services agreement for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, were approximately $23.60 million, $2.56 million and $2.5 million, respectively.

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. Aggregate annual fees received with respect to services provided for SeaPort Midstream for the years ended December 31, 2024, 2023 and 2022, were approximately $4.2 million, $4.3 million and $3.9 million, respectively.

WeCentral ~~also~~Services. ~~manage~~We ~~additional~~have ~~terminal~~a ~~facilities~~51% ~~that~~ownership ~~are~~interest ~~owned~~in bySeaPort ~~affiliates~~Midstream. ofWe ~~ArcLight,~~operate ~~including~~SeaPort ~~Lucknow-Highspire~~Midstream ~~Terminals,~~in ~~LLC,~~accordance ~~which~~with ~~operates~~an ~~terminals~~operating ~~throughout~~and ~~Pennsylvania~~administrative ~~encompassing~~agreement ~~approximately~~executed ~~9.9~~between ~~million~~us ~~barrels of storage capacity~~ and weSeaPort ~~receive~~Midstream, for a management fee that is based on our costs incurred. Aggregate annual fees received with respect to services ~~performed~~provided for ~~Lucknow-Highspire~~SeaPort ~~Terminals,~~Midstream ~~LLC~~ for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, were approximately $24.81 million, $34.32 million and $3.4.3 million, respectively.

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

81We 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. Aggregate annual fees received with respect to services performed for Lucknow-Highspire Terminals, LLC for the years ended December 31,

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~~December 31~~2025, 2024, ~~2023~~ and ~~2022~~2023, wewere ~~recognized~~ approximately $50.95 million, $62.18 million and $53.93 million, respectively,. Our administration of ~~revenue~~payroll ~~related~~for tothe ~~this~~senior ~~operations~~management ~~and~~of ~~reimbursement~~Lucknow-Highspire ~~agreement~~Terminals, LLC ended on December 31, 2024.

Terminaling Services Agreements. We have terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in March and April 2025. In exchange for its minimum throughput commitments, we agreed to provide Frontera with approximately 181,000 barrels of storage capacity. For the years ended December 31, 2024, 2023 and 2022, we recognized revenue related to these agreements of approximately $1.6 million, $1.9 million and $1.8 million, respectively.

~~Affiliate~~Operations ~~Loan~~and Reimbursement Agreement—Frontera. We ~~are~~have ~~party~~a to50% aownership ~~member~~interest ~~loan~~in ~~with~~Frontera. ~~Olympic~~We ~~Pipeline~~operate ~~Company~~Frontera in accordance with aan ~~total~~operations ~~borrowing~~and ~~capacity~~reimbursement ofagreement ~~$35~~executed ~~million~~between ~~due~~us ~~December~~and 31Frontera, ~~2027.~~for Wea ~~are~~management ~~responsible~~fee ~~for~~that is based on our ~~proportionate~~costs ~~share~~incurred. ofOur ~~30%~~agreement ofwith Frontera stipulates that we may resign as the ~~loan.~~operator Atat ~~December~~any ~~31,~~time ~~2024~~with ~~and~~the ~~2023~~prior written consent of Frontera, ~~the~~or ~~total~~that ~~outstanding~~we ~~borrowings~~may ~~under~~be removed as the ~~Olympic~~operator ~~Pipeline~~for ~~Company~~good ~~member~~cause, ~~loan~~which ~~were~~includes ~~$30.0~~material ~~million~~noncompliance with laws and ~~$nil,~~material ~~respectively.~~failure ~~Accordingly,~~to weadhere ~~have~~to ~~recorded~~good aindustry ~~loan~~practice ~~receivable~~regarding ofhealth, ~~approximately~~safety $9or environmental matters.0 ~~million~~For ~~and~~the ~~$nil~~years ended December 31, ~~respectively~~2025, ~~representing~~2024 ~~our~~and ~~proportionate~~2023, ~~share~~we ofrecognized ~~the~~approximately ~~outstanding borrowings~~$5.2 ~~Olympic~~million, ~~Pipeline~~$5.9 ~~Company~~million ~~used~~and ~~the~~$6.1 ~~proceeds~~million, ~~from~~respectively, ~~the~~of ~~member~~revenue ~~loan~~related to ~~fund~~this aoperations ~~remediation~~and ~~project~~reimbursement ~~in 2024~~agreement.

Terminaling Services Agreements. 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.

Affiliate Loan. We are party to a member loan with Olympic Pipeline Company with a total borrowing capacity of $35 million due December 31, 2027. We are responsible for our proportionate share of 30% of the loan. At December 31, 2025 and 2024, the total outstanding borrowings under the Olympic Pipeline Company member loan were $nil and $30.0 million, respectively. Accordingly, we have recorded a loan receivable of approximately $nil and $9.0 million respectively, representing our proportionate share of the outstanding borrowings. The member loan was repaid in the first half of 2025.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Deloitte & Touche LLP is our independent auditor. Deloitte & Touche LLP’s accounting fees and services were as follows:


	~~2024~~2025		~~2023~~2024
Audit fees (1)	$	1,~~298~~337,000	$	1,~~260~~298,000
Comfort letter and consents		—		—
Audit-related fees		—		—
Tax fees		—		—
All other fees		—		—
Total accounting fees and services	$	1,~~298~~337,000	$	1,~~260~~298,000

⁽¹⁾ Represents an estimate of fees for professional services provided in connection with the annual audit of our financial

statements and the reviews of our quarterly financial statements, and other services provided by the auditor in connection with statutory and regulatory filings.

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PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(A)	The following documents are filed as a part of this Annual Report.

Consolidated Financial Statements and Schedules. See the index to the consolidated financial statements of TransMontaigne Partners LLC and its subsidiaries that appears under Item 8. “Financial Statements and Supplementary Data” of this Annual Report.

Financial Statement Schedules. None.

Exhibits.

(A)	3—EXHIBITS:


ExhibitNumber		Description
3.1		Certificate of Formation of TransMontaigne Partners LLC, dated February 26, 2019 (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
3.2		Limited Liability Company Agreement of TransMontaigne Partners LLC, dated February 26, 2019 (incorporated by reference to Exhibit 3.4 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
4.1		Indenture, dated February 21, 2025, among TransMontaigne Partners LLC, the guarantors named therein and UMB Bank, National Association (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 26, 2025).
10.1		Contribution, Conveyance and Assumption Agreement, dated May 27, 2005, by and among TransMontaigne LLC, TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C., TransMontaigne Operating Company L.P., TransMontaigne Product Services LLC and Coastal Fuels Marketing, Inc., Coastal Terminals L.L.C., Razorback L.L.C., TPSI Terminals L.L.C. and TransMontaigne Services LLC (incorporated by reference to Exhibit 10.2 of the Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on September 13, 2005).
10.2		Amended and Restated Limited Liability Company Agreement of Battleground Oil Specialty Terminal Company LLC Company, dated October 18, 2011, by and among TransMontaigne Operating Company L.P., Kinder Morgan Battleground Oil LLC and Tauber Terminals, LP (incorporated by reference to Exhibit 10.16 of the Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on March 12, 2013). Certain portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934.
10.3		First Amendment to the Amended and Restated Limited Liability Company Agreement of Battleground Oil Specialty Terminal Company LLC, dated December 20, 2012, by and among TransMontaigne Operating Company L.P., Kinder Morgan Battleground Oil LLC and Tauber Terminals, LP (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on March 12, 2013). Certain portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934.

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ExhibitNumber		Description
10.4		Contribution Agreement dated as of November 17, 2021 by and among TransMontaigne Partners LLC, Pike Petroleum Fund VI Holdings, LLC, Pike Petroleum Holdings, LLC, PPH Management Holdings, LLC, TLP Acquisition Holdings, LLC, TLP Finance Holdings, LLC, and TransMontaigne Operating Company L.P. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on November 19, 2021).
10.5		Credit Agreement dated as of November 17, 2021 by and among TransMontaigne Partners LLC, TransMontaigne Operating Company L.P., the subsidiary guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on November 19, 2021).
10.6		Amendment No. 2 to Credit Agreement dated as of April 15, 2024 by and among TransMontaigne Partners LLC, TransMontaigne Operating Company L.P., the subsidiary guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on April 17, 2024).
10.7		Amendment No. 3 to Credit Agreement dated as of October 28, 2024 by and among TransMontaigne Partners LLC, TransMontaigne Operating Company L.P., the subsidiary guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on October 28, 2024).
10.8		Amendment No. 4 to Credit Agreement dated as of February 5, 2025 by and among TransMontaigne Partners LLC, TransMontaigne Operating Company L.P., the subsidiary guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 6, 2025).
10.9+		TLP Management Services, L.L.C. Amended and Restated Savings and Retention Plan (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed by TransMontaigne Partners LLC with the SEC on March 15, 2019).
10.9		Amendment No. 5 to the Credit Agreement, dated as of August 1, 2025, by and among TransMontaigne Partners LLC, TransMontaigne Operating Company L.P., the subsidiary guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on August 1, 2025).
10.10		~~Services~~Amendment No. 6 to the Credit Agreement, dated as of ~~August~~February 186, ~~2019~~2026, by and ~~between~~among TransMontaigne ~~Management~~Partners LLC, TransMontaigne Operating Company L.P., ~~LLC~~the subsidiary guarantors party thereto, the lenders party thereto and ~~TLP~~Barclays ~~Management~~Bank ~~Services~~PLC, ~~L.L.C.~~as administrative agent (incorporated by reference to Exhibit 10.91 of the ~~Annual~~Current Report on Form 108-K filed by TransMontaigne Partners ~~LLC~~L.P. with the SEC on ~~March~~February 1310, ~~2020~~2026).
10.11+		TLP Management Services, L.L.C. Amended and Restated Savings and Retention Plan (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed by TransMontaigne Partners LLC with the SEC on March 15, 2019).
10.12		Services Agreement dated as of August 18, 2019, by and between TransMontaigne Management Company, LLC and TLP Management Services, L.L.C. (incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10-K filed by TransMontaigne Partners LLC with the SEC on March 13, 2020).
21.1*		List of Subsidiaries of TransMontaigne Partners LLC.
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		The following financial information from the Annual Report on Form 10-K of TransMontaigne Partners LLC and subsidiaries for the year ended December 31, 2024, formatted in Inline (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of equity, (iv) consolidated statements of cash flows and (v) notes to consolidated financial statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Exhibit Number		Description
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		The following financial information from the Annual Report on Form 10-K of TransMontaigne Partners LLC and subsidiaries for the year ended December 31, 2025, formatted in Inline (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of equity, (iv) consolidated statements of cash flows and (v) notes to consolidated financial statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed with this Annual Report.

+	Identifies each management compensation plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

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

TransMontaigne Partners LLC By: TLP FINANCE HOLDINGS, LLC, its Managing Member By: /s/ ~~Randal~~Jesse T.Arenivas ~~Maffett~~ ~~Randal~~Jesse ~~T. Maffett~~Arenivas

Date: March 2720, ~~2025~~2026

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

Name and Signature	Title	Date

/s/ Randal T. Maffett	Chief Executive Officer	March 27, 2025
/s/ Jesse Arenivas	Chief Executive Officer	March 20, 2026
Randal T. Maffett
Jesse Arenivas

/s/ Robert T. Fuller	Executive Vice President, Chief Financial Officer and Treasurer	March 2720, ~~2025~~2026
Robert T. Fuller

/s/ Lisa M. Kearney	Vice President, Chief Accounting Officer	March 2720, ~~2025~~2026
Lisa M. Kearney

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