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What changed in GENESIS ENERGY LP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GENESIS ENERGY LP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+484 added−645 removedSource: 10-K (2026-02-18) vs 10-K (2025-03-03)

Top changes in GENESIS ENERGY LP's 2025 10-K

484 paragraphs added · 645 removed · 379 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

130 edited+19 added−72 removed168 unchanged
Biggest changeWe believe the following are critical to meet our objectives: • New and increased volumes on our existing offshore assets in the Gulf of America through long-term contracted commercial opportunities that require minimal to no additional investment from us, including continued in-field and sub-sea tieback opportunities as a result of the continued investment by the offshore producing community. • New incremental volumes from long-term contracted offshore commercial opportunities in the Gulf of America, including the Shenandoah development, which will tie into our SYNC Pipeline (defined and discussed further below under “Recent Developments”) and further downstream to our Cameron Highway oil pipeline system (“CHOPS Pipeline”), and the Salamanca Floating Production System (“FPS”), which will tie into our existing Southeast Keathly Canyon pipeline system (“SEKCO Pipeline”) for further transportation downstream to our Poseidon oil pipeline system (“Poseidon Pipeline”).
Biggest changeWe believe the following have been and are critical to meet our objectives: • The completion of our major growth capital spending program during 2025, which included the construction and connection of our SYNC Pipeline (as defined and discussed further below under “Recent Developments”) and the expansion of our existing Cameron Highway oil pipeline system (“CHOPS Pipeline”) (as discussed further below under “Recent Developments”). • An increase in volumes from long-term contracted offshore commercial opportunities in the Gulf of America, including volumes from the Shenandoah development, which saw first production in the third quarter of 2025 and ties into our SYNC Pipeline and further downstream to our CHOPS Pipeline, and volumes from the Salamanca Floating Production System (“FPS”), which also saw first production in the third quarter of 2025 and ties into our existing Southeast Keathley Canyon pipeline system (“SEKCO Pipeline”) for further transportation downstream to our Poseidon oil pipeline system (“Poseidon Pipeline”). • New and incremental volumes from continued in-field and sub-sea tieback opportunities as a result of the continued investment by the offshore producing community.
Our Objectives and Strategies Our primary objectives are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations.
Our Objectives and Strategies Our primary objectives and strategies are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations.
Our historically consistent financial performance, combined with our goal of a conservative capital structure over the long term, has allowed us to generate relatively stable cash flows from operations. • We have limited direct commodity price risk exposure in our crude oil marketing business and cost exposure in our NaHS business.
Our historically consistent financial performance, combined with our goal of a conservative capital structure over the long term, has allowed us to generate relatively stable cash flows from operations. • We have limited direct commodity price risk exposure in our crude oil marketing business and limited cost exposure in our NaHS business.
For example, we own a 64% interest in the Poseidon Pipeline, and a 64% interest in the CHOPS Pipeline, which are two of the largest crude oil pipelines (in terms of both length and design capacity) located in the Gulf of America.
For example, we own a 64% interest in the CHOPS Pipeline and a 64% interest in the Poseidon Pipeline, which are two of the largest crude oil pipelines (in terms of both length and design capacity) located in the Gulf of America.
An affiliate of Shell owns the remaining 36% interest in Poseidon Oil Pipeline Company, LLC (“Poseidon”). • Odyssey Pipeline. The Odyssey pipeline is comprised of 12- to 20-inch diameter pipelines to deliver crude oil from developments in the eastern Gulf of America to other pipelines and terminals onshore Louisiana.
An affiliate of Shell owns the remaining 36% interest in Poseidon Oil Pipeline Company, LLC (“Poseidon”). • Odyssey Pipeline. The Odyssey pipeline is comprised of 12- to 20-inch diameter pipelines to deliver crude oil from developments in the eastern Gulf of America to other pipelines and terminals onshore in Louisiana.
Sulfur removal in a refinery is a key factor in optimizing production of refined products such as gasoline, diesel and aviation fuel. Our sulfur removal technology returns a clean (sulfur-free) hydrocarbon stream to the refinery for further processing into refined products, and simultaneously produces NaHS. The resultant, NaHS, constitutes the sole consideration we receive for our sulfur removal services.
Sulfur removal in a refinery is a key factor in optimizing the production of refined products such as gasoline, diesel and aviation fuel. Our sulfur removal technology returns a clean (sulfur-free) hydrocarbon stream to the refinery for further processing into refined products, and simultaneously produces NaHS. The resultant, NaHS, constitutes the sole consideration we receive for our sulfur removal services.
These competitors supply caustic soda to our soda and sulfur services operations and support us in our third-party caustic soda sales. By utilizing our storage capabilities and having access to transportation assets, we sell caustic soda to third parties who gain efficiencies from acquiring both NaHS and caustic soda from one source.
These competitors supply caustic soda to our sulfur services operations and support us in our third-party caustic soda sales. By utilizing our storage capabilities and having access to transportation assets, we sell caustic soda to third parties who gain efficiencies from acquiring both NaHS and caustic soda from one source.
By utilizing our network of pipelines, trucks, rail unloading facilities, barges, tanks and terminals, we are able to provide transportation related services to, and in many cases back-to-back gathering and marketing arrangements with, crude oil refiners and producers.
By utilizing our network of pipelines, trucks, rail unloading facilities, barges, and tanks and terminals, we are able to provide transportation related services to, and in many cases back-to-back gathering and marketing arrangements with, crude oil refiners and producers.
Customers Due to the intensive capital requirements of exploring for and developing crude oil properties in the deepwater regions of the Gulf of America, most of our offshore pipeline customers are integrated energy companies and other large independent producers, who desire to have longer-term arrangements ensuring that their production can access the markets.
Customers Due to the intensive capital requirements of exploring for and developing crude oil properties in the deepwater regions of the Gulf of America, most of our offshore pipeline transportation customers are integrated energy companies and other large independent producers, who desire to have longer-term arrangements ensuring that their production can access the markets.
On June 30, 2021, President Biden signed into law a joint resolution of Congress disapproving the 2020 amendments (with the exception of some technical changes) thereby reinstating the 2012 and 2016 New Source Performance standards. The EPA expects owners and operators of regulated sources to take “immediate steps” to comply with these standards.
On June 30, 2021, former President Biden signed into law a joint resolution of Congress disapproving the 2020 amendments (with the exception of some technical changes) thereby reinstating the 2012 and 2016 New Source Performance standards. The EPA expects owners and operators of regulated sources to take “immediate steps” to comply with these standards.
Other Onshore Facilities and Transportation Operations We own four operational crude oil rail unloading facilities located in Baton Rouge, Louisiana; Raceland, Louisiana; Walnut Hill, Florida; and Natchez, Mississippi which provide synergies to our existing asset footprint. We generally earn a fee for unloading railcars at these facilities.
Other Onshore Transportation and Services Operations We own four operational crude oil rail unloading facilities located in Baton Rouge, Louisiana; Raceland, Louisiana; Walnut Hill, Florida; and Natchez, Mississippi which provide synergies to our existing asset footprint. We generally earn a fee for unloading railcars at these facilities.
The pipeline tariff rates on our Mississippi, Jay and Louisiana systems are either rates that are subject to change under the index methodology or Settlement Rates. None of our tariffs have been subjected to a protest or complaint by any shipper or other interested party.
The pipeline tariff rates on our Mississippi, Jay, Texas and Louisiana systems are either rates that are subject to change under the index methodology or Settlement Rates. None of our tariffs have been subjected to a protest or complaint by any shipper or other interested party.
A financial party owns the remaining 36% interest in CHOPS. • Poseidon Pipeline. The Poseidon Pipeline is comprised of 16- to 24-inch diameter pipelines to deliver crude oil from developments in the central and western offshore Gulf of America to other pipelines and terminals onshore and offshore Louisiana.
A financial party owns the remaining 36% interest in CHOPS. • Poseidon Pipeline. The Poseidon Pipeline is comprised of 16- to 24-inch diameter pipelines to deliver crude oil from developments in the central and western offshore Gulf of America to other pipelines and terminals located in onshore and offshore Louisiana.
Three of these facilities, our Baton Rouge, Louisiana, Raceland, Louisiana, and Walnut Hill, Florida facilities are directly connected to our existing integrated crude oil pipeline and terminal infrastructure. Within our onshore facilities and transportation business segment, we employ many types of logistically flexible assets.
Three of these facilities, our Baton Rouge, Louisiana, Raceland, Louisiana, and Walnut Hill, Florida facilities are directly connected to our existing integrated crude oil pipeline and terminal infrastructure. Within our onshore transportation and services business segment, we employ many types of logistically flexible assets.
We intend to execute this strategy by: • Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated footprint; • Economically expanding our pipeline and terminal operations by utilizing capacity currently available on our existing assets that requires minimal to no additional investment; 7 Table of Contents • Optimizing our existing assets and creating synergies through additional commercial and operating advancement; • Leveraging customer relationships across business segments; • Attracting new customers and expanding our scope of services offered to existing customers; • Expanding the geographic reach of our businesses; • Evaluating internal and third party growth opportunities (including asset and business acquisitions) that leverage our core competencies and strengths and further integrate our businesses; and • Focusing on health, safety and environmental stewardship, and advancement of our sustainability program.
We intend to execute this strategy by: • Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated footprint; • Economically expanding our pipeline and terminal operations by utilizing capacity currently available on our existing assets that requires minimal to no additional investment; • Optimizing our existing assets and creating synergies through additional commercial and operating advancement; • Leveraging customer relationships across business segments; • Attracting new customers and expanding our scope of services offered to existing customers; • Expanding the geographic reach of our businesses; • Evaluating internal and third party growth opportunities (including asset and business acquisitions) that leverage our core competencies and strengths and further integrate our businesses; and • Focusing on health, safety and environmental stewardship, and advancement of our sustainability program.
(2) Represents 100% owned lateral crude oil pipelines which ultimately flow into our other offshore crude oil pipelines (including CHOPS Pipeline and Poseidon Pipeline) and thus are excluded from main lines above.
(2) Represents 100% owned lateral crude oil pipelines which ultimately flow into our other offshore crude oil pipelines (including the CHOPS Pipeline and Poseidon Pipeline) and thus are excluded from main lines above. • CHOPS Pipeline.
See “Compliance with and changes in cybersecurity requirements has a cost impact on our business, and failure to comply with such laws and regulations could have an impact on our assets, costs, revenue generation and growth opportunities.” 28 Table of Contents Available Information We make available free of charge on our internet website ( www.genesisenergy.com ) our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC.
See “Compliance with and changes in cybersecurity requirements has a cost impact on our business, and failure to comply with such laws and regulations could have an impact on our assets, costs, revenue generation and growth opportunities.” Available Information We make available free of charge on our internet website ( www.genesisenergy.com ) our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC.
Its members have worked in leadership roles at a number of large, successful public companies, including other publicly-traded partnerships. Through their equity interest in us and compensation package (including long term incentive awards based on available cash before reserves, leverage, sustainability and safety metrics), our executive management team is incentivized to create value.
Certain of our executive management team members have worked in leadership roles at a number of large, successful public companies, including other publicly-traded partnerships. Through their equity interest in us and compensation package (including long term incentive awards based on available cash before reserves, leverage, sustainability and safety metrics), our executive management team is incentivized to create value.
Time charters, which insulate us from revenue fluctuations caused by weather and navigational delays and temporary market declines, represented over 95% of our marine transportation revenues under contracts during 2024. A term contract is an agreement with a customer to move cargo for a specific period of time, and may involve multiple trips to various destinations.
Time charters, which insulate us from revenue fluctuations caused by weather and navigational delays and temporary market declines, represented over 95% of our marine transportation revenues under contracts during 2025. A term contract is an agreement with a customer to move cargo for a specific period of time, and may involve multiple trips to various destinations.
Prior to February 28, 2025, our business also included our trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business based in Wyoming (our “Alkali Business”).
Prior to February 28, 2025, our business also included the trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business based in Wyoming (the “Alkali Business”).
This amendment provides for: (i) a reduction from $900 million to $800 million of total borrowing capacity under our senior secured credit facility; (ii) unlimited cash netting against our outstanding debt for purposes of our Consolidated Leverage calculation if our credit facility is undrawn at the end of a reporting period, otherwise a maximum netting of $25 million is allowed; and (iii) an increased permitted investment basket under certain circumstances that will allow us to opportunistically purchase existing private or public securities across our capital structure.
This amendment primarily provides for: (i) a reduction from $900 million to $800 million of total borrowing capacity under our senior secured credit facility; (ii) unlimited cash netting against our outstanding debt for purposes of our leverage ratio calculation if our credit facility is undrawn at the end of a reporting period, otherwise a maximum netting of $25 million is allowed; and (iii) an increased permitted investment basket under certain circumstances that will allow us to opportunistically purchase existing private or public securities across our capital structure.
Most recently, at the 28th Conference of the Parties (COP-28) in the United Arab Emirates, world leaders agreed to transition away from fossil fuels in a just, orderly and equitable manner and to triple renewables and double energy efficiency globally by 2030.
At the 28th Conference of the Parties (COP-28) in the United Arab Emirates, world leaders agreed to transition away from fossil fuels in a just, orderly and equitable manner and to triple renewables and double energy efficiency globally by 2030.
Customers - Sulfur Services Business We sell our NaHS to customers in a variety of industries, with the largest customers involved in mining of base metals, primarily copper and molybdenum, and the production of pulp and paper. We sell to customers in the copper mining industry in the western U.S., Canada and Mexico.
As part of our sulfur services business, we sell NaHS to customers in a variety of industries, with the largest customers involved in mining of base metals, primarily copper and molybdenum, and the production of pulp and paper. We sell to customers in the copper mining industry in the western U.S., Canada and Mexico.
In addition, our service contracts with refiners allow us to adjust the rates we charge for processing to maintain a balance between NaHS supply and demand. 8 Table of Contents • Our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations are located in a significant producing region with large-reservoir, long-lived crude oil and natural gas properties.
In addition, our service contracts with refiners allow us to adjust the rates we charge for processing to maintain a balance between NaHS supply and demand. • Our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations are located in a significant producing region with large-reservoir, long-lived crude oil and natural gas properties.
We operate four business segments composed of a diversified suite of assets that enable us to provide a number of services primarily to crude oil and natural gas producers, refiners, and provide NaHS and caustic soda to industrial and commercial enterprises.
We operate three business segments composed of a diversified suite of assets that enable us to provide a number of services primarily to crude oil and natural gas producers and refiners, and provide NaHS and caustic soda to industrial and commercial enterprises.
We may be unable to include some or all of such increased costs in the rates charged by our pipelines or other facilities, and any such recovery may depend on events beyond our control, including the outcome of future rate proceedings before the FERC or 26 Table of Contents state regulatory agencies and the provisions of any final legislation or implementing regulations.
We may be unable to include some or all of such increased costs in the rates charged by our pipelines or other facilities, and any such recovery may depend on events beyond our control, including the outcome of future rate proceedings before the FERC or state regulatory agencies and the provisions of any final legislation or implementing regulations.
The Clean Water Act and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. 24 Table of Contents The scope of waters regulated under the Clean Water Act has fluctuated in recent years. On June 29, 2015, the EPA and the U.S.
The Clean Water Act and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. The scope of waters regulated under the Clean Water Act has fluctuated in recent years. On June 29, 2015, the EPA and the U.S.
In addition, a majority of our terminals are located in areas that can be accessed by pipeline, truck, rail or barge. • Some of our onshore facilities and transportation assets are operationally flexible.
In addition, a majority of our terminals are located in areas that can be accessed by pipeline, truck, rail or barge. • Some of our onshore transportation and services assets are operationally flexible.
The PHMSA has issued a number of rulemakings in response to the Pipeline Safety Act, the 2016 PIPES Act, and the 2020 PIPES Act, as well as prior statutes, concerning pipeline safety that impact our pipeline facilities. Over the past several 27 Table of Contents years, the PHMSA adopted additional regulations for natural gas and hazardous liquid pipeline safety.
The PHMSA has issued a number of rulemakings in response to the Pipeline Safety Act, the 2016 PIPES Act, and the 2020 PIPES Act, as well as prior statutes, concerning pipeline safety that impact our pipeline facilities. Over the past several years, the PHMSA adopted additional regulations for natural gas and hazardous liquid pipeline safety.
Recent Developments The following is a brief listing of developments since December 31, 2023. Additional information regarding most of these items may be found elsewhere in this report.
Recent Developments The following is a brief listing of developments since December 31, 2024. Additional information regarding most of these items may be found elsewhere in this report.
Because the related pipelines and other infrastructure needed to develop the large-reservoir properties are capital intensive, we believe they are generally much less sensitive to short-term commodity price volatility, particularly once a project has been sanctioned. We own interests in various offshore crude oil and natural gas pipeline systems, platforms and related infrastructure.
Because the related pipelines and other infrastructure needed to develop the large-reservoir properties are capital intensive, we believe they are generally much less sensitive to short-term commodity price volatility, particularly once a project has been sanctioned or brought on-line. We own interests in various offshore crude oil and natural gas pipeline systems, platforms and related infrastructure.
The CHOPS expansion includes a complete overhaul of the Garden Banks 72 platform (“GB-72”) topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the High Island A5 (“HI-A5”) and GB-72 platforms to upgrade processing capabilities and increase throughput.
The CHOPS expansion included a complete overhaul of the Garden Banks 72 platform (“GB-72”) topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the High Island A5 (“HI-A5”) and GB-72 platforms to upgrade processing capabilities and increase throughput on the CHOPS Pipeline.
These regulations, among other things, address pipeline integrity management and pipeline operator qualification rules and specify how companies should assess, evaluate, validate and maintain the integrity of pipeline segments that, in the event of a release, could impact High Consequence Areas, or HCAs, which include populated areas, unusually sensitive areas and commercially navigable waterways.
Parts 190 to 199. These regulations, among other things, address pipeline integrity management and pipeline operator qualification rules and specify how companies should assess, evaluate, validate and maintain the integrity of pipeline segments that, in the event of a release, could impact High Consequence Areas, or HCAs, which include populated areas, unusually sensitive areas and commercially navigable waterways.
On April 17, 2023, the 25 Table of Contents EPA agreed in a consent decree to issue a proposed rule by December 10, 2024 that either revises its emission standards for hazardous air pollutants from oil and natural gas production activities or determines that no revision is necessary.
On April 17, 2023, the EPA agreed in a consent decree to issue a proposed rule by December 10, 2024 that either revises its emission standards for hazardous air pollutants from oil and natural gas production activities or determines that no revision is necessary.
Our VSP’s have been approved and we are 22 Table of Contents operating in compliance with the plans for all of its vessels and that are subject to the requirements, whether engaged in domestic or foreign trade. Railcar Regulation We operate a number of railcar unloading facilities and lease a significant number of railcars.
Our VSP’s have been approved and we are operating in compliance with the plans for all of its vessels and that are subject to the requirements, whether engaged in domestic or foreign trade. 21 Table o f Contents Railcar Regulation We operate a number of railcar unloading facilities and lease a significant number of railcars.
A majority of the NaHS we receive is sourced from refineries owned and operated by large companies, including Phillips 66, CITGO, HollyFrontier, Calumet and Ergon. Our 11 sulfur removal services contracts have an average remaining term of approximately three years. The timing upon which these contracts renew vary based upon location and terms specified within each specific contract.
A majority of the NaHS we receive is sourced from refineries owned and operated by large companies, including Phillips 66, CITGO, HF Sinclair, Calumet and Ergon. Our 11 sulfur removal services contracts have an average remaining term of approximately two years. The timing upon which these contracts renew vary based upon location and terms specified within each specific contract.
Customers Our marine customers are primarily refiners as well as large energy companies. In 2024, approximately 95% of the revenue we generated stemmed from contracts with refiners. Our M/T American Phoenix is currently operating under a charter with a refining customer along the Gulf Coast and Eastern Seaboard.
Customers Our marine customers are primarily refiners as well as large energy companies. In 2025, approximately 80% of the revenue we generated stemmed from contracts with refiners. Our M/T American Phoenix is currently operating under a charter with a refining customer along the Gulf Coast and Eastern Seaboard.
On the other hand, in mature developed areas serviced by extensive, multi-directional pipelines, with extensive connections to various markets, pipeline transportation may be preferred by shippers, especially if shippers are willing to make longer-term economic commitments, such as take-or-pay commitments. Lastly, all of our inland marine transportation barges are asphalt capable and heated.
On the other hand, in mature developed areas serviced by extensive, multi-directional pipelines, with extensive connections to various markets, pipeline transportation may be preferred by shippers, especially if shippers are 15 Table o f Contents willing to make longer-term economic commitments, such as take-or-pay commitments. Lastly, all of our inland marine transportation barges are asphalt capable and heated.
We are a provider of transportation services for our customers and, in almost all cases, do not assume ownership of the products we transport. Marine transportation services are conducted under term contracts, some of which have renewal options for customers with whom we have traditionally had long-standing relationships, as well as spot contracts.
We are a provider of transportation services for our customers and do not assume ownership of the products we transport. Marine transportation services are conducted under term contracts, some of which have renewal options for customers with whom we have traditionally had long-standing relationships, as well as spot contracts.
Our outstanding common units (including our Class B Common Units), and our outstanding Class A convertible preferred units (our “Class A Convertible Preferred Units”), representing limited partner interests, constitute all of the economic equity interests in us. 6 Table of Contents The following chart depicts our organizational structure at December 31, 2024.
Our outstanding common units (including our Class B Common Units), and our outstanding Class A convertible preferred units (our “Class A Convertible Preferred Units”), representing limited partner interests, constitute all of the economic equity interests in us. 6 Table o f Contents The following chart depicts our organizational structure at December 31, 2025.
However, on August 13, 2020, in response to an executive order by former President Trump to review and revise unduly burdensome regulations, the EPA amended the 2012 and 2016 New Source Performance standards to ease regulatory burdens, including rescinding standards applicable to transmission or storage segments and eliminating methane requirements altogether.
However, on August 13, 2020, in response to an executive order by President Trump during his first term to review and revise unduly burdensome regulations, the EPA amended the 2012 and 2016 New Source Performance standards to ease regulatory burdens, including rescinding standards applicable to transmission or storage segments and eliminating methane requirements altogether.
We operate one of the largest pipeline networks (based on throughput capacity) in the Deepwater area of the Gulf of America, an area that produced approximately 13% of the oil produced in the U.S. during 2024. We are one of the largest producers and marketers (based on tons produced) of NaHS in North and South America.
We operate one of the largest pipeline networks (based on throughput capacity) in the Deepwater area of the Gulf of America, an area that produced approximately 14% of the oil produced in the U.S. during 2025. We are one of the largest producers and marketers (based on tons produced) of NaHS in North and South America.
A spot contract is an agreement with a customer to move cargo from a specific origin to a designated destination for a rate negotiated at the time the cargo movement takes place. Spot contract rates are at the current 17 Table of Contents “market” rate and are subject to market volatility.
A spot contract is an agreement with a customer to move cargo from a specific origin to a designated destination for a rate negotiated at the time the cargo movement takes place. Spot contract rates are at the current “market” rate and are subject to market volatility.
Although we believe that the current costs of managing our wastes as they are presently classified are reflected in our budget, any legislative or regulatory reclassification of oil and natural gas exploration and production wastes could increase our costs to manage and dispose of such wastes.
Although we believe that the current costs of managing our wastes as they are presently 22 Table o f Contents classified are reflected in our budget, any legislative or regulatory reclassification of oil and natural gas exploration and production wastes could increase our costs to manage and dispose of such wastes.
Our Texas System takes delivery of crude oil volumes at Texas City (which includes the capability of receiving various Gulf of America pipeline volumes) for delivery to our Webster, Texas facility, which ultimately connects to other crude oil pipelines.
Our Texas System takes delivery of crude oil volumes at various receipt points around Texas City (which includes the capability of receiving various Gulf of America pipeline volumes) for delivery to Webster, Texas, which ultimately connects to other crude oil pipelines.
Our interests in offshore crude oil pipeline systems that are currently operating (a number of which pipeline systems are substantial and/or strategically located) include approximately 1,431 miles of pipe with an aggregate design capacity of approximately 1,944 MMbls/day.
Our interests in offshore crude oil pipeline systems that are currently operating (a number of which pipeline systems are substantial and/or strategically located) include approximately 1,536 miles of pipe with an aggregate design capacity of approximately 2,094 MMbls/day.
However, on May 25, 2023, the Supreme Court issued an opinion substantially narrowing the scope of “waters of the United States” protected by the Clean Water Act. On September 8, 2023, the EPA and the Corps published a final conforming rule.
However, on May 25, 2023, the Supreme Court issued an opinion substantially narrowing the scope of “waters of the United States” protected by the Clean Water Act. On September 8, 2023, the EPA and the Corps published a final conforming rule. On November 20, 2025, the U.S.
In particular, on May 12, 2016, the EPA amended its regulations to impose new standards for methane and volatile organic compounds emissions for certain new, modified, and reconstructed equipment, processes, and activities across the oil and natural gas sector.
In particular, on May 12, 2016, the EPA amended its regulations to impose new standards for methane and volatile organic compounds emissions for certain new, 23 Table o f Contents modified, and reconstructed equipment, processes, and activities across the oil and natural gas sector.
Sale of our Alkali Business On February 28, 2025 we completed the sale of our Alkali Business to an indirect affiliate of WE Soda Ltd. for a gross purchase price of $1.425 billion.
Sale of the Alkali Business and Related Transactions On February 28, 2025, we completed the sale of the Alkali Business to an indirect affiliate of WE Soda Ltd for a gross purchase price of $1.425 billion.
Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. The designation of previously unidentified endangered or threatened species in areas where we operate could cause us to incur additional costs or become subject to operating delays, restrictions or bans.
Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. The designation of previously unidentified endangered or threatened species in areas and/or the designation of critical habitats or other protected lands where we operate could cause us to incur additional costs or become subject to operating delays, restrictions or bans.
During 2024, approximately 76% of our marine transportation revenues were from term contracts and 24% were from spot contracts. Competition Our competitors for the marine transportation of crude oil and heavy refined petroleum products are midstream MLPs with marine transportation divisions, refineries and other companies that are in the business of solely marine transportation operations.
During 2025, approximately 77% of our marine transportation revenues were from term contracts and 23% were from spot contracts. Competition Our competitors for the marine transportation of crude oil and heavy refined petroleum products are midstream MLPs with marine transportation divisions, refineries and other companies that are in the business of solely marine transportation operations.
The table below reflects our interests in our operating offshore natural gas pipelines: Offshore natural gas pipelines Operator System Miles Design Capacity (MMcf/day) (1) Interest Owned High Island Offshore System Genesis 238 500 100 % Anaconda Gathering System Genesis 183 300 100 % Green Canyon Laterals Genesis 5 108 100 % Manta Ray Offshore Gathering System Enbridge 237 800 25.7 % Nautilus System Enbridge 101 600 25.7 % Total 764 2,308 (1) Capacity figures presented represent 100% of the design capacity. • High Island.
The table below reflects our interests in our operating offshore natural gas pipelines: Offshore natural gas pipelines Operator System Miles Design Capacity (MMcf/day) (1) Interest Owned High Island Offshore System Genesis 238 500 100 % Anaconda Gathering System Genesis 183 300 100 % Manta Ray Offshore Gathering System Enbridge 237 800 25.7 % Nautilus System Enbridge 101 600 25.7 % Total 759 2,200 (1) Capacity figures presented represent 100% of the design capacity. • High Island.
The Gulf of America is one of the most active drilling and development regions in the U.S. representing approximately 13% of the crude oil production in the U.S. during 2024.
The Gulf of America is one of the most active drilling and development regions in the U.S. representing approximately 14% of the crude oil production in the U.S. during 2025.
When we purchase and store crude oil during periods of contango, we attempt to limit direct commodity price risk by simultaneously entering into a contract to sell the inventory in a future period, either with a counterparty or in the crude oil futures market.
When we purchase and store crude oil during periods of contango, we attempt to limit direct commodity price risk by simultaneously entering into a contract to sell the inventory in a future period, either with a counterparty or in the crude oil futures market. Unsold volumes are hedged with commodity derivatives to offset the remaining price risk.
The Constitution Pipeline delivers crude oil from the Constitution, Constellation, Caesar Tonga and Ticonderoga production fields located in the Green Canyon area of the Gulf of America to either the CHOPS Pipeline or the Poseidon Pipeline. None of our offshore crude oil pipelines are rate regulated with the exception of Eugene Island, which is regulated by the FERC.
The Constitution Pipeline connects the Constitution platform, which supports the Constitution, Constellation and Caesar Tonga production fields located in the Green Canyon area of the Gulf of America, to our CHOPS Pipeline and Poseidon Pipeline. None of our offshore crude oil pipelines are rate regulated with the exception of Eugene Island, which is regulated by the FERC.
The Anaconda Gathering System gathers natural gas from producing fields located in the Green Canyon area in the Gulf of America, as well as the King’s Quay FPS, which supports the Khaleesi, Mormont and Samurai field developments, to the Nautilus System. • Green Canyon.
The Anaconda Gathering System gathers natural gas from producing fields located in the Green Canyon area in the Gulf of America, as well as the King’s Quay FPS, which supports the Khaleesi, Mormont and Samurai production fields, for delivery to the Nautilus System. • Manta Ray.
Credit Exposure Our portfolio of accounts receivable is generally comprised in large part of obligations of refiners, integrated and large independent oil and natural gas producers, industrial companies that purchased soda ash prior to February 28, 2025, and mining and other industrial companies that purchase NaHS, most of which have stable payment histories.
Credit Exposure Our portfolio of accounts receivable is generally comprised in large part of obligations of refiners, integrated and large independent oil and natural gas producers, and mining and other industrial companies that purchase NaHS, most of which have stable payment histories.
The urgency to reduce GHG emissions was further emphasized in the 27th Conference of the Parties (COP-27) in Sharm El-Sheikh, Egypt.
The urgency to reduce GHG emissions was 24 Table o f Contents further emphasized in the 27th Conference of the Parties (COP-27) in Sharm El-Sheikh, Egypt.
It continues the legislative mandates that were established in the 2016 PIPES Act and creates new regulatory mandates, including, among other things: (i) requiring regulations prescribing the applicability of pipeline safety requirements to idled natural gas transmission and hazardous liquids pipelines; (ii) the creation of new leak detection and repair programs that impact certain natural gas gathering, transmission, and distribution lines; and (iii) necessitating updates to gas pipeline and hazardous liquid pipeline facility inspection and maintenance plans.
It continues the legislative mandates that were established in the 2016 PIPES Act and creates new regulatory mandates, including, among other things: (i) requiring regulations prescribing the applicability of pipeline safety requirements to idled natural gas transmission and hazardous liquids pipelines; (ii) the creation of new leak detection and repair programs that impact certain natural gas gathering, transmission, and distribution lines; and (iii) necessitating updates to gas pipeline and hazardous liquid pipeline facility inspection and maintenance plans. 25 Table o f Contents The PHMSA administers pipeline safety requirements for natural gas and hazardous liquid pipelines pursuant to detailed regulations set forth in 49 C.F.R.
In some cases, we also realize a profit equal to the difference between the price at which we sell the crude oil and petroleum products and the price at which we purchase the crude oil and petroleum products, less the associated costs of aggregation and transportation.
In some cases, we also realize a profit equal to the difference between the price at which we sell the crude oil and the price at which we purchase the crude oil, less the associated costs of aggregation and transportation. The most substantial components of the costs we incur while aggregating crude oil and petroleum products are transportation related costs.
This volatility could negatively impact future prices for crude oil, natural gas, petroleum products and industrial products. Management’s estimates are based on numerous assumptions about future operations and market conditions, which we believe to be reasonable, but are inherently uncertain. The uncertainties underlying our assumptions could cause our estimates to differ significantly from actual results.
This volatility could negatively impact future prices for crude oil, natural gas, petroleum products and industrial products. Management’s estimates are based on numerous assumptions about future operations and market conditions, which we believe to be reasonable, but are inherently uncertain.
Competition In our crude oil onshore facilities and transportation operations, we compete with other regional and local midstream service providers and companies who may have significant market share in the respective areas in which they operate. Competition among common carrier pipelines is based primarily on posted tariffs, quality of customer service and proximity to refineries, production and connecting pipelines.
Competition Our competitors for the provision of transportation and facilities services include other regional and local midstream service providers and companies who may have significant market share in the respective areas in which they operate. Competition among common carrier pipelines is based primarily on posted tariffs, quality of customer service and proximity to refineries, production and connecting pipelines.
That system also includes gathering connections, additional crude oil storage capacity of approximately 20,000 barrels in the field, an interconnect with our Walnut Hill rail facility, a delivery connection to a refinery in Alabama and an interconnection to another common carrier pipeline that delivers crude oil into Mississippi. 19 Table of Contents • Mississippi System.
That system also includes gathering connections, additional crude oil storage capacity of approximately 20,000 barrels in the field, an interconnect with our Walnut Hill rail facility and a delivery connection to a refinery in Alabama. • Mississippi System.
Customers Our onshore facilities and transportation business encompasses numerous refiners and producers, for which we provide transportation related services, as well as gather from and market to crude oil and refined products.
Customers We provide transportation and facilities services for, as well as gather from and market crude oil and refined products to, numerous refiners and producers.
Offshore Pipeline Transportation We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of America through our offshore pipeline transportation segment, which focuses on providing a suite of services to integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large-reservoir, long-lived crude oil and natural gas properties located primarily offshore Texas, Louisiana and Mississippi.
Below is a more detailed description of our operating segments and their related assets. 10 Table o f Contents Offshore Pipeline Transportation We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of America through our offshore pipeline transportation segment, which focuses on providing a suite of services to integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large-reservoir, long-lived crude oil and natural gas properties located primarily in offshore Texas, Louisiana and Mississippi.
These recent actions have provided some clarity. However, to the extent the EPA and the Corps broadly interpret their jurisdiction and expand the range of properties subject to the Clean Water Act's jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
However, to the extent the EPA and the Corps broadly interpret their jurisdiction and expand the range of properties subject to the Clean Water Act's jurisdiction, including under future administrations, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
Human Capital We believe our employees are our most important asset and the cornerstone of our organization. We take steps to attract and retain talented people to safely operate our assets, foster customer relationships, and achieve our long-term goals. We are committed to employee retention and we encourage our employees to maintain long-term careers with us.
We take steps to attract and retain talented people to safely operate our assets, foster customer relationships, and achieve our long-term goals. We are committed to employee retention and we encourage our employees to maintain long-term careers with us.
As of December 31, 2024, we had $604.5 million of availability under our $900.0 million senior secured credit facility, subject to compliance with our covenants, including up to $187.8 million available under the $200.0 million petroleum products inventory loan sublimit and $45.5 million available for letters of credit.
As of December 31, 2025, we had $788.6 million of availability under our $800.0 million senior secured credit facility, subject to compliance with our covenants, including up to $171.9 million available under the $200.0 million petroleum products inventory loan sublimit and $45.0 million available for letters of credit.
In conjunction with these agreements, we are expanding the current capacity of our 64% owned CHOPS Pipeline (the “CHOPS expansion”) and constructing a new 100% owned, approximately 105-mile, 20” diameter crude oil pipeline (the “SYNC Pipeline”) to connect one of the developments to our existing asset footprint in the Gulf of America.
In conjunction with these agreements, we committed to two offshore growth capital projects, which included expanding the current capacity of our 64% owned CHOPS Pipeline (the “CHOPS expansion”) and constructing a new 100% owned, approximately 105-mile, 20” diameter crude oil pipeline (the “SYNC Pipeline”) to connect the Shenandoah deepwater development to our existing asset footprint in the Gulf of America.
We are one of the largest marketers of NaHS in North and South America. By minimizing our costs through utilization of our own logistical assets and leased storage sites, we believe we have a competitive advantage over other suppliers of NaHS.
By minimizing our costs through utilization of our own logistical assets and leased storage sites, we believe we have a competitive advantage over other suppliers of NaHS.
The Nautilus System connects the Anaconda Gathering system and Manta Ray Offshore Gathering System to the Neptune natural gas processing plant located in south Louisiana. 13 Table of Contents Offshore Hub Platforms Offshore Hub platforms are typically used to: (i) interconnect the offshore pipeline network; (ii) provide an efficient means to perform pipeline maintenance; (iii) locate compression, separation and production handling equipment and similar assets; and (iv) conduct drilling operations during the initial development phase of a crude oil and natural gas property.
Offshore Hub Platforms Offshore Hub platforms are typically used to: (i) interconnect the offshore pipeline network; (ii) provide an efficient means to perform pipeline maintenance; (iii) locate compression, separation and production handling equipment and similar assets; and (iv) conduct drilling operations during the initial development phase of a crude oil and natural gas property.
As a motor carrier, we are subject to certain safety regulations issued by the DOT. The trucking regulations cover, among other things, driver operations, log book maintenance, truck manifest preparations, safety placard placement on the trucks and trailer vehicles, drug and alcohol testing, operation and equipment safety and many other aspects of truck operations.
The trucking regulations cover, among other things, driver operations, log book maintenance, truck manifest preparations, safety placard placement on the trucks and trailer vehicles, drug and alcohol testing, operation and equipment safety and many other aspects of truck operations.
We are one of the leading providers of crude oil and petroleum product transportation, storage and other handling services for two large, complex refineries in Baton Rouge, Louisiana and Baytown, Texas, both of which have been operational for over 100 years. • We are financially flexible and have significant liquidity.
We are one of the leading providers of crude oil and petroleum product transportation, storage and other handling services for two large, complex refineries in Baton Rouge, Louisiana and Baytown, Texas, both of which have been operational for over 100 years. • Our businesses encompass a balanced, diversified portfolio of customers, operations and assets .
Our Louisiana system also transports crude oil from Port Hudson to our Baton Rouge Scenic Station rail unloading facility and continues downstream to the Anchorage Tank Farm. This pipeline system serves as a key asset in our integrated Baton Rouge area midstream infrastructure. • Jay System .
Our Louisiana system also transports crude oil bidirectionally between Port Hudson, our Baton Rouge Scenic Station rail unloading facility and the Anchorage Tank Farm. This pipeline system serves as a key asset in our integrated Baton Rouge area midstream infrastructure. • Jay System . Our Jay System provides crude oil shippers access to refineries, pipelines and storage near Mobile, Alabama.
The Eugene Island system is comprised of a network of crude oil pipelines, the main pipeline of which is 20 inches in diameter, to deliver crude oil from developments in the central Gulf of America to other pipelines and 12 Table of Contents onshore terminals in Louisiana.
An affiliate of Shell owns the remaining 71% interest in Odyssey Pipeline, LLC (“Odyssey”). • Eugene Island. The Eugene Island system is comprised of a network of crude oil pipelines, the main pipeline of which is 20 inches in diameter, to deliver crude oil from developments in the central Gulf of America to other pipelines and onshore terminals in Louisiana.
Our businesses complement each other by allowing us to offer an integrated suite of services to common customers across our segments.
Our businesses complement each other by allowing us to offer an integrated suite of services to common customers across our segments. • We are financially flexible and have significant liquidity.
FERC reinstated the PPI-FG plus 0.78% and then subsequently initiated a rulemaking in RM25-2, proposing to amend the PPI-FG for the five-year period that began on July 1, 2021, and adopt a revised index level of PPI-FG minus 0.21%. FERC has not yet issued a final order changing the index.
In September 2024, FERC reinstated the PPI-FG plus 0.78% and subsequently initiated a rulemaking in Docket No. RM25-2, proposing to amend the PPI-FG for the five-year period that began on July 1, 2021, and adopt a revised index level of PPI-FG minus 0.21%. On November 20, 2025, the FERC issued an order terminating the rulemaking proceeding in Docket No.
These segments are strategic business units that provide a variety of midstream energy-related services as well as, prior to February 28, 2025, soda ash production, marketing, logistics and sales. Financial information with respect to each of our segments can be found in Note 14 to our Consolidated Financial Statements in Item 8.
These segments are strategic business units that provide a variety of midstream energy-related services. Financial information with respect to each of our operating segments can be found in Note 14 to our Consolidated Financial Statements in Item 8.
Our sulfur services footprint includes NaHS and caustic soda terminals in the Gulf Coast, the Southwest, Montana, Utah, British Columbia and South America. In conjunction with our onshore facilities and transportation segment, we sell and deliver (via railcars, ships, barges and trucks) NaHS and caustic soda to over 105 customers.
Our sulfur services footprint includes NaHS and caustic soda terminals in the Gulf Coast, the Southwest, Montana, Utah and British Columbia. We sell and deliver (via railcars, ships, barges and trucks) NaHS and caustic soda to over 100 customers. We are one of the largest marketers of NaHS in North and South America.
In addition to the index methodology, FERC allows for rate changes under three other methods—cost-of-service, competitive market showings and agreements between shippers and the oil pipeline company that the rate is acceptable, or Settlement Rates.
A motion for stay of the FERC’s order has also been filed with FERC. 20 Table o f Contents In addition to the index methodology, FERC allows for rate changes under three other methods—cost-of-service, competitive market showings and agreements between shippers and the oil pipeline company that the rate is acceptable, or Settlement Rates.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur forecast contemplates significant expenditures for the development, construction or other acquisition of onshore and offshore infrastructure, including some construction and development projects with technological challenges. We (or our joint ventures) may not be able to complete our projects at the costs or within the timeframes currently estimated.
Biggest changeOur actual construction, development and acquisition costs could exceed our forecast, and our cash flow from construction and development projects may not be immediate. Our forecast contemplates expenditures for the development, construction or other acquisition of onshore and offshore infrastructure, including some construction and development projects with technological challenges.
In addition, the actual amount of cash we will have available for distribution to our common unitholders will depend on other factors that include: the level of capital expenditures and costs associated with asset retirement obligations we may incur, including the cost of acquisitions (if any); our debt service requirements; fluctuations in our working capital; restrictions on distributions contained in our debt instruments or organizational documents governing our joint ventures and unrestricted subsidiaries; distributions we pay to our Class A Convertible Preferred unitholders; our ability to borrow under our senior secured credit facility to pay distributions, and the amount of cash reserves required in the conduct of our business.
In addition, the actual amount of cash we will have available for distribution to our common unitholders will depend on other factors that include: our debt service requirements; distributions we pay to our Class A Convertible Preferred unitholders; the level of capital expenditures and costs associated with asset retirement obligations we may incur, including the cost of acquisitions (if any); fluctuations in our working capital; restrictions on distributions contained in our debt instruments or organizational documents governing our joint ventures and unrestricted subsidiaries; our ability to borrow under our senior secured credit facility to pay distributions, and the amount of cash reserves required in the conduct of our business.
However, when such assets are not utilized or are under-utilized, our profitability is negatively affected because the revenues we earn are either non-existent or reduced (in the event of under-utilization), but we remain obligated to continue paying any applicable fixed charges, in addition to incurring any other costs attributable to the non-utilization of such assets.
However, when such assets are not utilized or are under-utilized, our profitability is negatively affected because the revenues we earn are either reduced (in the event of under-utilization) or non-existent, but we remain obligated to continue paying any applicable fixed charges, in addition to incurring any other costs attributable to the non-utilization of such assets.
These costs and expenses may not decrease ratably or at all should we experience a reduction in our volumes transported by truck, marine vessel, rail or our pipelines. As a result, we may experience declines in our margin and profitability if our volumes decrease.
These costs and expenses may not decrease ratably or at all should we experience a reduction in our volumes transported by truck, marine vessel, rail or our pipelines. As a result, we may experience declines in our profitability and margin if our volumes decrease.
The imposition of this fee and other provisions contained within the IRA could accelerate the transition away from oil and gas, which could decrease demand for, and in turn the prices of, the oil and natural gas that we store, transport and sell and adversely impact our business. Fluctuations in interest rates could adversely affect our business.
The imposition of this fee and other provisions contained within the IRA could accelerate the transition away from oil and natural gas, which could decrease demand for, and in turn the prices of, the oil and natural gas that we store, transport and sell and adversely impact our business. Fluctuations in interest rates could adversely affect our business.
Tax Risks to Our Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as us not being subject to a material amount of entity-level taxation by individual states.
Tax Risks to Our Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as us not being subject to a material amount of entity-level taxation by individual states.
Although our general partner may elect to have it, our unitholders and former unitholders take such audit adjustments into account and pay any resulting taxes (including applicable penalties or interest) in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances.
Although our general partner may elect to have our unitholders and former unitholders take such audit adjustments into account and pay any resulting taxes (including applicable penalties or interest) in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances.
Any or all of these methods may not be available when needed, may be prohibited or restricted by our or our joint venture’s debt or other contractual arrangements or may adversely affect our future results of operations. In addition, some construction projects require substantial investments over a long period of time before they begin generating any meaningful cash flow.
Any or all of these methods may not be available when needed, may be prohibited or restricted by our or our joint venture’s debt agreements or other contractual arrangements or may adversely affect our future results of operations. In addition, some construction projects require substantial investments over a long period of time before they begin generating any meaningful cash flow.
The IRA could accelerate the transition to a low carbon economy away from oil and gas. On August 16, 2022, President Biden signed into law the IRA which, among other provisions, imposes a fee on methane emissions from sources required to report their greenhouse gas emissions to the U.S.
The IRA could accelerate the transition to a low carbon economy away from oil and natural gas. On August 16, 2022, President Biden signed into law the IRA which, among other provisions, imposes a fee on methane emissions from sources required to report their greenhouse gas emissions to the U.S.
Collectively, members of the Davison family and their affiliates own approximately 11% of our Class A Common Units and 77% of our Class B Common Units and are able to exert significant influence over us, including the ability to elect at least a majority of the members of our board of directors and the ability to control most matters requiring board approval, such as material business strategies, mergers, business combinations, acquisitions or dispositions of assets, issuances of additional partnership securities, incurrences of debt or other financings and payments of distributions.
Collectively, members of the Davison family and their affiliates own approximately 9% of our Class A Common Units and 77% of our Class B Common Units and are able to exert significant influence over us, including the ability to elect at least a majority of the members of our board of directors and the ability to control most matters requiring board approval, such as material business strategies, mergers, business combinations, acquisitions or dispositions of assets, issuances of additional partnership securities, incurrences of debt or other financings and payments of distributions.
Risks Related to Our Partnership Structure • Individual members of the Davison family can exert significant influence over us and may have conflicts of interest with us and may be permitted to favor their interests to the detriment of our other unitholders. • Our Class B Common Units may be transferred to a third party without unitholder consent, which could affect our strategic direction. • The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders. 29 Table of Contents • We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future.
Risks Related to Our Partnership Structure • Individual members of the Davison family can exert significant influence over us and may have conflicts of interest with us and may be permitted to favor their interests to the detriment of our other unitholders. • Our Class B Common Units may be transferred to a third party without unitholder consent, which could affect our strategic direction. • The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders. • We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future.
Additionally, some of the projects we have planned or recently completed are dependent on reserves that we expect to be produced from newly discovered properties that producers are currently developing. Finding and developing new reserves is very expensive, requiring large capital expenditures by producers for exploration and development drilling, installing production facilities and constructing pipeline extensions to reach new wells.
Additionally, some of the projects we have recently completed are dependent on reserves that we expect to be produced from newly discovered properties that producers are currently developing. Finding and developing new reserves is very expensive, requiring large capital expenditures by producers for exploration and development drilling, installing production facilities and constructing pipeline extensions to reach new wells.
Risk Factors Summary Risks Related to the Operations of Our Business • We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions. • We may not have sufficient cash from operations after the establishment of cash reserves and payment of fees and expenses to pay the current level of quarterly distributions. • Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity (crude oil, natural gas, refined products, soda ash (prior to February 28, 2025), NaHS and caustic soda) volumes, which often depend on actions and commitments by parties beyond our control. • Many of our crude oil and natural gas transportation customers are producers whose drilling activity levels and spending for transportation have historically been, and may continue to be, impacted by volatility in the commodity markets. • Fluctuations in prices for crude oil, natural gas, refined petroleum products, NaHS and caustic soda could adversely affect our business.
Risk Factors Summary Risks Related to the Operations of Our Business • We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions. • We may not have sufficient cash from operations after the establishment of cash reserves and payment of fees and expenses to pay the current level of quarterly distributions. • Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity (crude oil, natural gas, refined products, NaHS and caustic soda) volumes, which often depend on actions and commitments by parties beyond our control. • Many of our crude oil and natural gas transportation customers are producers whose drilling activity levels and spending for transportation have historically been, and may continue to be, impacted by volatility in the commodity markets. • Fluctuations in prices for crude oil, natural gas, refined petroleum products, NaHS and caustic soda could adversely affect our business.
Sustained levels of high inflation have likewise caused the Federal Reserve and other central banks to increase interest rates, which raises the cost of capital, including the cost of borrowings under our senior secured credit facility, and depresses economic growth, which could adversely affect the financial and operating results of our business.
Sustained levels of high inflation have historically caused the Federal Reserve and other central banks to increase interest rates, which raises the cost of capital, including the cost of borrowings under our senior secured credit facility, and depresses economic growth, which could adversely affect the financial and operating results of our business.
Depending on the needs of each customer and the market in which it operates, we can provide a service for a fee (as in the case of our pipeline, terminal, marine vessel transportation and railcar unloading operations), we can acquire the commodity from our customer and resell it to another party, or we can produce the commodity ourselves.
Depending on the needs of each customer and the market in which it operates, we can provide a service for a fee (as in the case of our pipeline, terminal, marine vessel transportation and railcar unloading operations) or we can acquire the commodity from our customer and resell it to another party.
Such data breaches and cyberattacks could compromise our operational or other capabilities and cause significant damage to our business and our reputation. Our information systems have experienced threats to the security of our digital infrastructure, but none of these have had a significant impact on our business, operations or reputation relating to such attacks.
Such data breaches and cyberattacks could compromise our operational or other capabilities and cause significant damage to our business and our reputation. Our information systems have experienced threats to the security of our digital infrastructure, but none of these have had a significant impact on our business, operations or reputation.
We may not be able to renew our marine transportation time charters and contracts when they expire at favorable rates, for extended periods, or at all, which may increase our exposure to the spot market and lead to lower revenues and increased expenses.
We may not be able to renew our marine transportation term charters and contracts when they expire at favorable rates, for extended periods, or at all, which may increase our exposure to the spot market and lead to lower revenues and increased expenses.
However, an exception exists with respect to publicly traded partnerships, 90% or more of the gross income of which for each taxable year consists of “qualifying income.” 40 Table of Contents If less than 90% of our gross income for any taxable year is “qualifying income” from transportation, processing or marketing of natural resources (including minerals, crude oil, natural gas or products thereof), interest or dividends income, we will be taxable as a corporation under Section 7704 of the Internal Revenue Code for federal income tax purposes for that taxable year and all subsequent years.
However, an exception exists with respect to publicly traded partnerships, 90% or more of the gross income of which for each taxable year consists of “qualifying income.” If less than 90% of our gross income for any taxable year is “qualifying income” from transportation, processing or marketing of natural resources (including minerals, crude oil, natural gas or products thereof), interest or dividends income, we 38 Table o f Contents will be taxable as a corporation under Section 7704 of the Internal Revenue Code for federal income tax purposes for that taxable year and all subsequent years.
We and our third-party service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyberattacks, as well as physical attacks, which could result in information security breaches and significant disruption to our business.
We and our third-party service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyberattacks, as well as physical attacks, which could result in cybersecurity breaches and significant disruption to our business.
Even if our credit review and analytical procedures work properly, we have experienced, and we could continue to experience losses in dealings with other parties. 44 Table of Contents Further, many of our customers could be impacted by weakened economic conditions, and volatility in commodity prices, such as crude oil, natural gas, copper, molybdenum, and aluminum in a manner that could influence the need for our products and services and their ability to pay us for those products and services.
Even if our credit review and analytical procedures work properly, we have experienced, and we could continue to experience losses in dealings with other parties. 42 Table o f Contents Further, many of our customers could be impacted by weakened economic conditions, and volatility in commodity prices, such as crude oil, natural gas, copper, molybdenum, and aluminum in a manner that could influence the need for our products and services and their ability to pay us for those products and services.
Risks Related to Liquidity and Financing • Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our unitholders. • We may not be able to access adequate capital (debt and/or equity) on economically viable terms, or any terms. • The IRA could accelerate the transition to a low carbon economy away from oil and gas. • Inflationary pressures and associated changes in monetary policy have increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise. • Non-traditional investment criteria used by many investors may diminish investor interest in us and reduce the value of our common units and our access to capital.
Risks Related to Liquidity and Financing • Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our unitholders. • We may not be able to access adequate capital (debt and/or equity) on economically viable terms, or any terms. • The IRA could accelerate the transition to a low carbon economy away from oil and natural gas. 27 Table o f Contents • Inflationary pressures and associated changes in monetary policy have increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise. • Non-traditional investment criteria used by many investors may diminish investor interest in us and reduce the value of our common units and our access to capital.
However, at this time, we are unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting our operations. 37 Table of Contents Regulation of the rates, terms and conditions of services and a changing regulatory environment could affect our financial position, results of operations or cash flow.
However, at this time, we are unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting our operations. Regulation of the rates, terms and conditions of services and a changing regulatory environment could affect our financial position, results of operations or cash flow.
Our results of operations and our cash flow, as well as our access to future capital and our ability to fund our growth strategy, could be adversely affected by significant increases in interest rates.
Our results of operations and our cash flows, as well as our access to future capital and our ability to fund our growth strategy, could be adversely affected by significant increases in interest rates.
Our bond issuers may demand higher fees or additional collateral, including letters of credit or other terms less favorable to us upon those renewals. 34 Table of Contents Risks Related to Liquidity and Financing Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our unitholders.
Our bond issuers may demand higher fees or additional collateral, including letters of credit or other terms less favorable to us upon those renewals. 32 Table o f Contents Risks Related to Liquidity and Financing Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our unitholders.
If we are unable to attract and retain a sufficient number of elite skilled professionals, our ability to pursue our business objectives may be adversely affected thus reducing our revenue, increasing our cost, or damaging our reputation. 46 Table of Contents Item 1B. Unresolved Staff Comments None.
If we are unable to attract and retain a sufficient number of elite skilled professionals, our ability to pursue our business objectives may be adversely affected thus reducing our revenue, increasing our cost, or damaging our reputation. Item 1B. Unresolved Staff Comments None.
The resulting macroeconomic conditions could adversely affect our cash flows, as well as the market price of our securities. We cannot predict the impact of the ongoing international military conflicts and any related humanitarian crisis on the global economy, energy markets, geopolitical stability and our business.
The resulting macroeconomic conditions could adversely affect our cash flows, as well as the market price of our securities. We cannot predict the impact of the ongoing international military conflicts and any related humanitarian crisis or any other geopolitical tensions on the global economy, energy markets, geopolitical stability and our business.
As cyberattacks continue to evolve, we may be required to expend significant additional resources to respond to cyberattacks, to continue to modify or enhance our protective measures or to investigate and remediate any information systems and related infrastructure security vulnerabilities. We may also be subject to regulatory investigations or litigation relating from cybersecurity issues.
As cyberattacks continue to evolve, we may be required to expend significant additional resources to respond to cyberattacks, to continue to modify or enhance our protective measures or to investigate and remediate any security vulnerabilities in our systems and infrastructure. We may also be subject to regulatory investigations or litigation relating from cybersecurity issues.
Given the high level of complexity of these laws, 38 Table of Contents there is a risk that some provisions may be violated inadvertently or through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise.
Given the high level of complexity of these laws, there is a risk that some provisions may be violated inadvertently or through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise.
We attempt to limit those commodity price risks through back-to-back purchases and sales, hedges and other contractual arrangements; however, we cannot completely eliminate our commodity price risk exposure. 32 Table of Contents Our use of derivative financial instruments could result in financial losses.
We attempt to limit those commodity price risks through back-to-back purchases and sales, hedges and other contractual arrangements; however, we cannot completely eliminate our commodity price risk exposure. Our use of derivative financial instruments could result in financial losses.
We are subject to regulatory and economic risks associated with doing business outside of the United States. Our operations outside of the United States are subject to risks that are inherent in conducting business internationally, including compliance with both United States and foreign laws and regulations that apply to our international operations.
We are subject to regulatory and economic risks associated with doing business outside of the United States. Doing business with entities located outside of the United States has risks that are inherent in conducting business internationally, including compliance with both United States and foreign laws and regulations that apply to our international operations.
We cannot predict the extent of these conflicts’ effect on our business and results of operations, as well as on the global economy and energy industry. 45 Table of Contents Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions.
We cannot predict the extent of these conflicts’ effect on our business and results of operations, as well as on the global economy and energy industry. Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions.
If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. 43 Table of Contents A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units.
If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. 41 Table o f Contents A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units.
See “Regulation-Environmental Regulations.” Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, including the assessment of monetary penalties, the imposition of investigatory and remedial obligations, the suspension or revocation of necessary permits, licenses and authorizations, the requirement that additional pollution controls be installed and the issuance of orders enjoining future operations or imposing additional compliance requirements.
See “Regulation-Environmental Regulations.” Failure to comply with these laws and regulations may result in the 34 Table o f Contents assessment of administrative, civil and criminal penalties, including the assessment of monetary penalties, the imposition of investigatory and remedial obligations, the suspension or revocation of necessary permits, licenses and authorizations, the requirement that additional pollution controls be installed and the issuance of orders enjoining future operations or imposing additional compliance requirements.
Adverse price changes put downward pressure on drilling budgets for crude oil and natural gas producers, which have resulted, and could continue to result, in lower volumes than we otherwise would have seen being transported on our pipeline and transportation systems, which could have a material negative impact on our revenues and prospects.
Adverse price changes put downward pressure on drilling budgets for crude oil and natural gas producers, which have resulted, and could continue to result, in lower 30 Table o f Contents volumes than we otherwise would have seen being transported on our pipeline and transportation systems, which could have a material negative impact on our revenues and prospects.
In addition, we experience competition for the assets we purchase or contemplate purchasing. Increased competition for a limited pool of assets could result in our not being the successful bidder more often or our acquiring assets at a higher relative price than that which we have paid historically. Either occurrence would limit our ability to fully execute our growth strategy.
Increased competition for a limited pool of assets could result in our not being the successful bidder more often or our acquiring assets at a higher relative price than that which we have paid historically. Either occurrence would limit our ability to fully execute our growth strategy.
Breaches in our information technology infrastructure or physical facilities, or other disruptions, could result in damage to our assets, loss of intellectual property, impairment of our ability to conduct our operations, disruption of our customers’ operations, loss or damage to our customer data delivery systems, safety incidents, damage to the environment and could have a material adverse effect on our operations, financial position and results of operations.
Breaches in our infrastructure, networks or physical facilities, or other disruptions, could result in damage to our assets, loss of intellectual property, impairment of our ability to conduct our operations, disruption of our customers’ operations, loss or damage to our customer data delivery systems, safety incidents, damage to the environment, compromise of personal data, and could have a material adverse effect on our operations, financial position and results of operations.
We currently own assets and do business in more than 20 states including Texas, Louisiana, Wyoming, Mississippi, Alabama, Florida, Arkansas and Oklahoma. Many of the states we currently do business in impose a personal income tax. It is our unitholders’ responsibility to file all applicable U.S. federal, foreign, state and local tax returns.
We currently own assets and do business in several states including Texas, Louisiana, Mississippi, Alabama, Florida, Arkansas and Oklahoma. Many of the states we currently do business in impose a personal income tax. It is our unitholders’ responsibility to file all applicable U.S. federal, foreign, state and local tax returns.
With respect to taxable years beginning after December 31, 2017, subject to the aggregation rules for certain similarly situated businesses or activities, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours) is required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each trade or business (including for purposes of determining any net operating loss deduction).
Subject to the aggregation rules for certain similarly situated businesses or activities, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours) is required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each trade or business (including for purposes of determining any net operating loss deduction).
General Risks • We are exposed to the credit risk of our customers in the ordinary course of our business activities. • A natural disaster, pandemic, epidemic, accident, terrorist attack or other interruption event could result in an economic slowdown, severe personal injury, property damage and/or environmental damage, which could curtail our operations or otherwise adversely affect our assets and cash flow. • We cannot predict the impact of international military conflicts and the related humanitarian crisis on the global economy, energy markets, geopolitical stability and our business. • Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions. • Our significant unitholders may sell units or other limited partner interests in the trading market, which could reduce the market price of our common units. • We may issue additional common units without unitholders’ approval, which would dilute their ownership interests.
General Risks • We are exposed to the credit risk of our customers in the ordinary course of our business activities. • A natural disaster, pandemic, epidemic, accident, terrorist attack or other interruption event could result in an economic slowdown, severe personal injury, property damage and/or environmental damage, which could curtail our operations or otherwise adversely affect our assets and cash flow. • We cannot predict the impact of international military conflicts and the related humanitarian crisis or other geopolitical tensions on the global economy, energy markets, geopolitical stability and our business. • Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions. • Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data. • Our significant unitholders may sell units or other limited partner interests in the trading market, which could reduce the market price of our common units. • We may issue additional common units without unitholders’ approval, which would dilute their ownership interests.
Tax-exempt entities should consult a tax advisor before investing in our units. 42 Table of Contents Non-U.S. unitholders are generally taxed and subject to income tax filing requirements by the United States on income effectively connected with a U.S. trade or business (“effectively connected income”).
Tax-exempt entities should consult a tax advisor before investing in our units. 40 Table o f Contents Non-U.S. unitholders are generally taxed and subject to income tax filing requirements by the United States on income effectively connected with a U.S. trade or business (“effectively connected income”).
The amount of cash we distribute to our common unitholders principally depends upon margins we generate from our businesses, which fluctuate from quarter to quarter based on, among other things: the volumes and prices at which we purchase and sell crude oil, natural gas, refined products and caustic soda; the volumes of sodium hydrosulfide, or NaHS, and soda ash (prior to February 28, 2025) that we produce and the prices at which we sell NaHS and soda ash; the demand for our services; the level of competition; the level of our operating costs; the effect of worldwide energy conservation measures; governmental regulations and taxes; the level of our general and administrative costs; and prevailing economic conditions.
The amount of cash we distribute to our common unitholders principally depends upon margins we generate from our businesses, which fluctuate from quarter to quarter based on, among other things: the volumes and prices at which we purchase and sell crude oil, natural gas, refined products and caustic soda; the volumes of NaHS, that we produce and the prices at which we sell NaHS; the demand for our services; the level of competition; the level of our operating costs; the effect of worldwide energy conservation measures; governmental regulations and taxes; the level of our general and administrative costs; and prevailing economic conditions.
During the year ended December 31, 2024, our marine transportation segmen t receiv ed approximately 76% of its revenue from time charters and other fixed contracts, which help to insulate us from revenue fluctuations caused by weather, navigational delays and short-term market declines.
During the year ended December 31, 2025, our marine transportation segmen t receiv ed approximately 77% of its revenue from term charters and other fixed contracts, which help to insulate us from revenue fluctuations caused by weather, navigational delays and short-term market declines.
We earned approximately 24% of our marine transp ortation revenues from spot contracts, where competition is high and rates are typically volatile and subject to short-term market fluctuations, and 33 Table of Contents where we could bear the risk of vessel downtime due to weather and navigational delays.
We earned approximately 23% of our marine transp ortation revenues from spot contracts, where competition is high and rates are typically volatile and subject to short-term market fluctuations, and where we could bear the risk of vessel downtime due to weather and navigational delays.
The success of our business and ability to meet our strategic objectives depends upon our ability to attract, develop, retain and replace key qualified technical and management professionals. The market for these professionals is competitive in the sectors in which we operate, and we rely heavily upon the expertise and leadership of our professionals.
The success of our business and ability to meet our strategic objectives depends upon our ability to attract, develop, retain and replace key qualified technical and management professionals. The market for these professionals is competitive in 44 Table o f Contents the sectors in which we operate, and we rely heavily upon the expertise and leadership of our professionals.
While we believe that we maintain appropriate information security policies and protocols, we face cybersecurity and other security threats to our information technology infrastructure, which could include threats to our operational and safety systems that operate our pipelines, facilities and other assets.
While we believe that we maintain appropriate security policies and protocols, we face cybersecurity and other security threats to our IT and OT infrastructure, which could include threats to our operational and safety systems that operate our pipelines, facilities and other assets.
Risks Related to Legal and Regulatory Compliance • Our operations are subject to federal, state and local environmental protection and safety laws and regulations. • Climate change legislation and regulatory initiatives may decrease demand for the products we store, transport and sell and increase our operating costs. • Changes in environmental laws could increase costs and harm our business, financial condition and results of operations. • Compliance with and changes in cybersecurity requirements have a cost impact on our business. • We are subject to regulatory and economic risks associated with doing business outside of the United States.
Risks Related to Legal and Regulatory Compliance • Our operations are subject to federal and state rate regulation and federal, state, and local environmental protection and safety laws and regulations. • Climate change legislation and regulatory initiatives may decrease demand for the products we store, transport and sell and increase our operating costs. • Changes in environmental laws could increase costs and harm our business, financial condition and results of operations. • Compliance with and changes in cybersecurity requirements have a cost impact on our business.
The ultimate consequences of the war in Ukraine, the Israel and Hamas war and broader geopolitical tensions in the Middle East and Eastern Europe may lead to further sanctions, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions, increase volatility in the price of and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.
The ultimate consequences of the war in Ukraine, the Israel and Hamas war and broader geopolitical tensions in South America, the Caribbean, the Middle East and Europe may lead to further sanctions or tariffs, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions or our South American export sales, increase volatility in the price of and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.
In addition to the foregoing, engaging in international business involves a number of other risks, including cost and availability of international shipping channels, longer payment cycles in certain countries, and the potential of political or economic instability.
In addition to the foregoing, engaging in international business involves a number of other risks, including cost and availability of international shipping channels, longer payment cycles in certain countries, and the potential of political or 36 Table o f Contents economic instability.
If we (or our joint ventures) experience material cost overruns, we will have to finance these overruns using one or more of the following methods: using cash from operations; delaying other planned projects; incurring additional indebtedness; or issuing additional debt or equity.
If we (or our joint ventures) experience material cost overruns, we will have to finance these overruns using one or more of the following methods: using cash from operations; delaying other planned projects; incurring additional borrowings from our senior secured credit facility; or issuing additional debt or equity.
As a result, for years beginning after December 31, 2017, it may not be possible for tax exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business and vice versa.
As a result, it may not be possible for tax exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business and vice versa.
Inflationary pressures and associated changes in monetary policy have historically increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise. Inflationary pressures have significantly increased over the last three years and could continue in the future.
Inflationary pressures and associated changes in monetary policy have historically increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise. Inflationary pressures have increased in recent years and could occur in the future.
We have exposure to movements in interest rates. The interest rates on our senior secured credit facility ($291.0 million outstanding at December 31, 2024) and the debt at certain of our unrestricted subsidiaries is variable.
We have exposure to movements in interest rates. The interest rates on our senior secured credit facility ($6.4 million outstanding at December 31, 2025) and the debt at certain of our unrestricted subsidiaries is variable.
Many economic and business factors out of our control can adversely affect the decision by any producer to explore for and develop new reserves.
Many economic and business factors out of our control can adversely affect the decision by any producer to explore for and 29 Table o f Contents develop new reserves.
Over the last three years, prices for crude oil ranged from a high of over $120 per barrel to a low of less than $50 per barrel, and such extreme volatility may continue going forward.
Over the last three years, prices for crude oil ranged from a high of over $90 per barrel to a low of less than $60 per barrel, and such volatility, or even more extreme volatility, may continue going forward.
We rely on our information technology infrastructure to process, transmit and store electronic information, including information we use to safely operate our assets.
We rely on our information technology (“IT”) and operational technology (“OT”) infrastructure to process, transmit and store electronic information, including information we use to conduct our operations, and to safely operate our assets.
We have outstanding debt and the potential to incur additional indebtedness. As of December 31, 2024, we had approximately $291.0 million outstanding under our senior secured credit facility, approximately $3.5 billion aggregate principal amount of senior unsecured notes outstanding and $413.4 million aggregate principal amount of Alkali senior secured notes outstanding.
We have outstanding debt and the potential to incur additional indebtedness. As of December 31, 2025, we had approximately $6.4 million outstanding under our senior secured credit facility and approximately $3.1 billion aggregate principal amount of senior unsecured notes outstanding.
In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because these costs will reduce our cash available for distribution. 41 Table of Contents Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us.
In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because these costs will reduce our cash available for distribution. 39 Table o f Contents If the IRS makes adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us.
Consequently, our ability to fund our commitments (including payments on our indebtedness) and to make cash distributions depends upon the earnings and cash flow of our subsidiaries and joint ventures and the distribution of that cash to us.
As such, our primary assets are the equity interests in our subsidiaries and joint ventures. Consequently, our ability to fund our commitments (including payments on our indebtedness) and to make cash distributions depends upon the earnings and cash flow of our subsidiaries and joint ventures and the distribution of that cash to us.
For example, certain members of the Davison family (including their affiliates) and management owned approximately 17.2 million, or approximately 14%, of our common units. From time to time, we also may have other unitholders that have large positions in our common units.
As of December 31, 2025, we have a number of significant unitholders. For example, certain members of the Davison family (including their affiliates) and management owned approximately 14.0 million, or approximately 11%, of our common units. From time to time, we also may have other unitholders that have large positions in our common units.
We access commodity volumes through various sources, such as our producers, service providers (including gatherers, shippers, marketers and other aggregators) refiners, and our mine which we owned until February 28, 2025.
We access commodity volumes through various sources, such as our producers, service providers (including gatherers, shippers, marketers and other aggregators) and refiners.
These corporate subsidiaries will be subject to corporate-level tax, which, effective for taxable years beginning after December 31, 2017, is 21%, and will likely pay state (and possibly local) income tax at varying rates, on their taxable income. Any such entity level taxes will reduce the cash available for distribution to us and, in turn, to our unitholders.
These corporate subsidiaries will be subject to corporate-level tax, currently at a maximum 21% federal rate, and will likely pay state (and possibly local) income tax at varying rates, on their taxable income. Any such entity level taxes will reduce the cash available for distribution to us and, in turn, to our unitholders.
It is also possible that breaches to our systems could go unnoticed for some period of time.
It is also possible that, despite our use of security monitoring and alerting tools, breaches to our systems could go unnoticed for some period of time.
Moreover, acquisitions and business expansions involve numerous risks, including: difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments; inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including unfamiliarity with their markets; and diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities. 30 Table of Contents We may not have sufficient cash from operations after the establishment of cash reserves and payment of fees and expenses to pay the current level of quarterly distributions.
Moreover, acquisitions and business expansions involve numerous risks, including: difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments; inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including unfamiliarity with their markets; and diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities.
A number of factors could adversely affect our ability to execute our growth strategy, including an inability to raise adequate capital on acceptable terms, competition from competitors and/or an inability to successfully integrate one or more acquired businesses into our operations. We will need new capital to finance the future development and acquisition of assets and businesses.
A number of factors could adversely affect our ability to execute our growth strategy, 28 Table o f Contents including an inability to raise adequate capital on acceptable terms, competition from competitors and/or an inability to successfully integrate one or more acquired businesses into our operations.
Our operations are subject to stringent federal, state and local environmental protection and safety laws and regulations.
Risks Related to Legal and Regulatory Compliance Our operations are subject to federal and state rate regulation and federal, state and local environmental protection and safety laws and regulations. Our operations are subject to stringent federal, state and local environmental protection and safety laws and regulations.
Such an inability to access capital, including renewing and extending the terms at the relevant time on our existing debt, including the debt at our unrestricted subsidiaries, could limit or prohibit our ability to execute significant portions of our business plan, such as executing our growth strategy and/or optimizing our capital structure. 35 Table of Contents Our actual construction, development and acquisition costs could exceed our forecast, and our cash flow from construction and development projects may not be immediate.
Such an inability to access capital, including renewing and extending the terms at the relevant time on our existing debt, including the debt at our unrestricted subsidiaries, could limit or prohibit our ability to execute significant portions of our business plan, such as executing our growth strategy and/or optimizing our capital structure.
Demand for our sulfur services could be adversely affected by many factors, including lower refinery utilization rates, U.S. refineries accessing more “sweet” (instead of “sour”) crude and the development of alternative sulfur removal processes.
Demand for our sulfur services could be adversely affected by many factors, including lower refinery utilization rates, U.S. refineries accessing more “sweet” (instead of “sour”) crude and the development of alternative sulfur removal processes. We are dependent on third parties for caustic soda for use in our sulfur removal process as well as volumes to market to third parties.
In connection with this trend, investor demand for and valuation of our common units may decline, and our access to the debt and equity capital necessary to finance our growth projects and to refinance our existing debt obligations when due may be reduced, either of which could adversely impact our businesses. 36 Table of Contents Risks Related to Legal and Regulatory Compliance Our operations are subject to federal, state and local environmental protection and safety laws and regulations.
In connection with this trend, investor demand for and valuation of our common units may decline, and our access to the debt and equity capital necessary to finance our growth projects and to refinance our existing debt obligations when due may be reduced, either of which could adversely impact our businesses.
This regulation extends to such matters as: rate structures; rates of return on equity; recovery of costs; the services that our regulated assets are permitted to perform; the acquisition, construction and disposition of assets; and to an extent, the level of competition in that regulated industry.
This regulation extends to such matters as: rate structures; rates of return on equity; recovery of costs; the services that our regulated assets are permitted to perform; the acquisition, construction and disposition of assets; and to an extent, the level of competition in that regulated industry. 35 Table o f Contents In addition, some of our pipelines and other infrastructure are subject to laws providing for open and/or non-discriminatory access.
As a result, the success and timing of development activities of our joint ventures operated by others and the economic results derived therefrom depends upon a number of factors outside our control, including the operator’s timing and amount of capital expenditures, expertise and financial resources, and the inclusion of other participants .
As a result, the success and timing of development activities of our joint ventures operated by others and the economic results derived therefrom depends upon a number of factors outside our control, including the operator’s timing and amount of capital expenditures, expertise and financial resources, and the inclusion of other participants . 31 Table o f Contents In addition, joint venture participants may have obligations that are important to the success of the joint venture, such as the obligation to pay their share of capital and other costs of the joint venture.
For example, when the Mississippi river floods significantly or if water levels are significantly reduced by severe drought conditions (as they were in 2023), barges may be unable to traverse the river system and we may be prevented from timely completing our voyages.
For example, when the Mississippi river floods significantly or if water levels are significantly reduced by severe drought conditions, barges may be unable to traverse the river system and we may be prevented from timely completing our voyages. Failure to obtain or renew surety bonds on acceptable terms could affect our ability to satisfy long-term obligations.
As a result, common 39 Table of Contents unitholders may be required to sell their common units at an undesirable time or price. Such unitholders may also incur a tax liability upon such sale of their units.
As a result, common unitholders may be required to sell their common units at an undesirable time or price.
Because we purchase (or otherwise acquire or, in the case of soda ash, produced prior to February 28, 2025) and sell crude oil, natural gas, refined petroleum products, NaHS, soda ash (prior to February 28, 2025) and caustic soda we are exposed to some direct commodity price risks.
Fluctuations in prices for crude oil, natural gas, refined petroleum products, NaHS and caustic soda could adversely affect our business. Because we purchase (or otherwise acquire) and sell crude oil, natural gas, refined petroleum products, NaHS, and caustic soda we are exposed to some direct commodity price risks.
Limitations on our access to capital will impair our ability to execute this strategy. Expensive capital will limit our ability to develop or acquire accretive assets. Although we intend to continue to expand our business, this strategy may require substantial capital, and we may not be able to raise the necessary funds on satisfactory terms, if at all.
Although we intend to continue to expand our business, this strategy may require substantial capital, and we may not be able to raise the necessary funds on satisfactory terms, if at all. In addition, we experience competition for the assets we purchase or contemplate purchasing.
If these third parties do not satisfy their obligations under these arrangements, our business may be adversely affected.
The performance and ability of third parties to satisfy their obligations under joint venture arrangements is outside our control. If these third parties do not satisfy their obligations under these arrangements, our business may be adversely affected.
The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders. We are a holding company. As such, our primary assets are the equity interests in our subsidiaries and joint ventures.
Such unitholders may also incur a tax liability upon such sale of their units. 37 Table o f Contents The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders. We are a holding company.
The amount of security required to be obtained can change as the result of new laws, as well as changes to the factors used to calculate the bonding or security amounts. We may have difficulty procuring or maintaining our surety bonds.
We are required to obtain surety bonds or post other financial security to secure performance or payment of certain long-term obligations. The amount of security required to be obtained can change as the result of new laws, as well as changes to the factors used to calculate the bonding or security amounts.
Caustic soda is a major component of the proprietary sulfur removal process we provide to our refinery customers. Because we are a large consumer of caustic soda, we can leverage our economies of scale and logistics capabilities to effectively market caustic soda to third parties.
Because we are a large consumer of caustic soda, we can leverage our economies of scale and logistics capabilities to effectively market caustic soda to third parties. NaHS, the resulting by-product from our sulfur removal operations, is a vital ingredient in a number of industrial and consumer products and processes.
We could face unlawful attempts to gain access to our information technology infrastructure, including coordinated attacks from hackers, whether state-sponsored groups, “hacktivists” or private individuals. The age, operating systems or condition of our current information technology infrastructure and software assets and our ability to maintain and upgrade such assets could affect our ability to resist cybersecurity threats.
We could face unlawful attempts to gain access to our IT and OT systems, including coordinated attacks from hackers, whether state-sponsored groups, “hacktivists” or private individuals.
We are 31 Table of Contents dependent on third parties for caustic soda for use in our sulfur removal process as well as volumes to market to third parties. Should regulatory requirements or operational difficulties disrupt the manufacture of caustic soda by these producers, we could be affected.
Should regulatory requirements or operational difficulties disrupt the manufacture of caustic soda by these producers, we could be affected. Caustic soda is a major component of the proprietary sulfur removal process we provide to our refinery customers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition to this regular reporting, significant cybersecurity risks and threats may also be escalated to the Audit Committee by the CIO and executive management on an as needed basis. 47 Table of Contents As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity risks, including as a result of previously identified cybersecurity incidents that have, or are reasonably likely to have, materially affected us, including our business strategy, results of operations, or financial condition.
Biggest changeAs of the date of this Annual Report on Form 10-K, we have not identified any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition.
These policies go through an internal review process, are approved by the appropriate members of management, and are a required part of our employee training on an annual basis. Our cybersecurity program leverages the National Institute of Standards and Technology (“NIST”) framework, which consists of five core functions: identify, protect, detect, respond and recover.
These policies go through an internal review process, are approved by the appropriate members of management, and are a required part of our annual employee training. Our cybersecurity program leverages the National Institute of Standards and Technology (“NIST”) framework, which consists of five core functions: identify, protect, detect, respond and recover.
Working directly with executive management, our cybersecurity program is overseen and implemented by our Chief Information Officer (“CIO”), who has over 20 years of experience building and maintaining cybersecurity programs, and a team of skilled individuals, including a Director of Enterprise Security, and a Cyber-Resilience Team, who, together, are responsible for monitoring our networks, providing training to our employees, analyzing the evolution of new threats and strategies for mitigating such threats, and seeking to continually harden our cybersecurity program.
Working directly with executive management, our cybersecurity program is overseen and implemented by our Chief Information Officer (“CIO”), who has over 20 years of experience building and maintaining cybersecurity programs, and a 45 Table o f Contents team of skilled individuals, including a Director of Enterprise Security, and a Cyber-Resilience Team, who, together, are responsible for monitoring our networks, providing training to our employees, analyzing the evolution of new threats and strategies for mitigating such threats and seeking to continually harden our cybersecurity program.
We have a Cybersecurity Incident Response Plan and a Business Continuity and Disaster Recovery Program, in addition to other company policies and procedures that directly or indirectly relate to cybersecurity, such as policies related to encryption standards, antivirus protection, remote access, multifactor authentication, confidential information, and the use of the internet, social media, email, and wireless devices.
We have a Cybersecurity Incident Response Plan and a Business Continuity and Disaster Recovery Program, in addition to other company policies and procedures that directly or indirectly relate to cybersecurity, such as policies related to vulnerability management, encryption standards, endpoint protection, remote access, multifactor authentication, confidential information, and the use of the internet, social media, email and wireless devices.
While we devote resources to our security measures designed to protect our systems and information, no security measure is infallible. See Item 1A. “Risk Factors” for additional information about the risks to our business associated with a breach or other compromise to our information and operational technology systems.
While we devote resources to our security measures designed to protect our systems and information, no security measure is infallible. See Item 1A. “Risk Factors” for additional information about the risks to our business associated with a breach or other compromise to our IT and OT systems.
The internal business owners of our hosted applications are required to document user access reviews at least annually and receive and review a System and Organization Controls (SOC 1 or SOC 2) report from the vendor.
The internal business owners of our hosted applications are required to document user access reviews at least annually and obtain and review System and Organization Controls (SOC 1 or SOC 2) reports from the vendor.
We have periodically encountered threats and security breaches affecting our data and systems, including malware and cyberattacks. We recognize that cybersecurity risks are constantly evolving, and while we implement robust security measures, the potential for future incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cybersecurity attack will not occur.
We recognize that cybersecurity risks are constantly evolving, and while we implement and continue to refine our security measures, the potential for future incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cybersecurity attack will not occur.
We have engaged the assistance of third-party experts to conduct comprehensive cybersecurity assessments centered on appraising our alignment with the NIST. Additionally, as further described in Item 1. Business-Regulation-Safety and Security Regulations, TSA has issued a series of security directives that all pipeline owners and operators must include in their cybersecurity planning, testing and in their reporting of any incidents.
We engage third-party experts to assess our alignment with the NIST framework. Additionally, as further described in Item 1. Business – Regulation – Safety and Security Regulations, the TSA has issued a series of security directives applicable to pipeline owners and operators that require cyber planning, testing and incident reporting.
Our assessment of third-party provider risks is an integral part of our overall cybersecurity program, ensuring that appropriate safeguards are in place to protect our data and operations. The Audit Committee of the Board of Directors oversees our entity wide risks, including cybersecurity strategy, the assessment of cybersecurity risks, and the actions we take to monitor and mitigate cybersecurity risks.
Our assessment of third-party provider risks is an integral part of our overall cybersecurity program and our efforts to ensure that appropriate safeguards are in place to protect our data and operations.
As an organization, we have devoted significant resources to cybersecurity processes aimed at addressing the known risks, as well as adapting to the changing cybersecurity landscape and responding to emerging threats in a timely and effective manner. We assess the materiality of cybersecurity risks and incidents based on factors such as financial impact, regulatory implications, operational disruption, and reputational harm.
As an organization, we have devoted significant resources to cybersecurity processes aimed at addressing the known risks, as well as adapting to the changing cybersecurity landscape and responding to emerging threats in a timely and effective manner. We utilize threat intelligence relevant to the energy sector to monitor and assess evolving adversary activity.
In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party service providers based on the potential impact of a disruption of the services to our operations and the sensitivity of data shared with the service providers.
In addition to assessing our own cybersecurity preparedness, we evaluate cybersecurity risks associated with third-party vendors and supply-chain dependencies as part of our broader enterprise risk management process. This risk evaluation considers the potential impact of a disruption to critical services and the sensitivity of data shared with such vendors and assesses the cybersecurity preparedness of third-party vendors.
Item 1C. Cybersecurity We maintain a cybersecurity program designed to identify, assess, manage, mitigate, and respond to cybersecurity risks, and we partner with leading cybersecurity experts to continually enhance the security of our operating environments. Some of the key risks identified include unauthorized access to our systems, spoofing valid credentials, and monetary motivated attacks, amongst others.
Item 1C. Cybersecurity We maintain a cybersecurity program designed to identify, assess, manage, mitigate and respond to cybersecurity risks, and we partner with leading cybersecurity experts to continually enhance the security of our operating environments. Our program spans both IT and OT assets, including systems supporting TSA pipeline operations and operations regulated under the Marine Transport Security Act (“MTSA”).
We report the test results to the TSA as required. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our stakeholders, including investors, customers, employees, and vendors.
In support of these efforts, we conduct regular cybersecurity performance assessments, technical simulations, and tabletop exercises. We periodically test and update our Cybersecurity Incident Response Plan to incorporate lessons learned and evolving threat scenarios. These tests and assessments are useful tools for maintaining a mature cybersecurity program to protect our stakeholders, including investors, customers, employees and vendors.
Material cybersecurity incidents, if any, are evaluated in accordance with SEC guidelines, and appropriate disclosures are made when required. Our comprehensive cybersecurity program is implemented and maintained using information security tools, policies, training, and a team of information technology professionals.
We assess the materiality of cybersecurity risks and incidents based on factors such as financial impact, regulatory implications, operational disruption and reputational harm. Our comprehensive cybersecurity program is implemented and maintained using information security tools, policies, training and a team of IT professionals.
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We have continued to expand investments in cybersecurity, including additional end-user training, using layered defenses, identifying and protecting critical assets, and strengthening monitoring and alerting. We regularly test our cybersecurity defenses by performing simulations and drills at both a technical level (including through penetration testing) and by reviewing our operational policies and procedures with third-party experts.
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Some of the key risks identified include unauthorized access to our systems, credential compromise, ransomware and other financial motivated attacks. We maintain formal processes for identifying, assessing and escalating cybersecurity incidents, including a structured materiality determination consistent with SEC rules.
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Our OT environments supporting pipeline operations are designed with network segmentation, access controls and monitoring appropriate for industrial control systems. We continue to comply with mandatory TSA security directives applicable to pipeline owners and operators, including requirements related to assessments, testing, reporting, architecture hardening, and vulnerability management, and successor directives or regulatory updates as they are issued.
Added
We also comply with U.S. Coast Guard cybersecurity requirements under the Maritime Transportation Security Act applicable to MTSA-regulated facilities. We have made investments to enhance cybersecurity, including additional end-user training, using layered defenses, identifying and protecting critical assets, and strengthening our security monitoring and alerting capabilities.
Added
The Audit Committee of the Board of Directors oversees our enterprise-wide risk management program, including cybersecurity, the assessment of cybersecurity risks, and the actions we take to monitor and mitigate cybersecurity risks. Cybersecurity risk management involves coordination among IT, Operations, Legal, Compliance, and executive leadership.
Added
In addition to this regular reporting, significant cybersecurity risks and threats may also be escalated to the Audit Committee by the CIO and executive management on an as necessary basis.
Added
We are not aware of any cybersecurity risks that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. We have periodically encountered threats and security breaches affecting our information and systems, including malware and cyberattacks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 5 to our Consolidated Financial Statements in Item 8 for details on our right of use assets and related lease liabilities. Such information is incorporated herein by reference.
Biggest changeItem 2. Properties We have various operating leases for rental of office space, facilities and field equipment and transportation equipment. See Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 5 to our Consolidated Financial Statements in Item 8 for details on our right of use assets and related lease liabilities.
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Item 2. Properties See Item 1. “Business,” in addition to the Summary Overview of Mining Operations disclosure below. We also have various operating leases for rental of office space, facilities and field equipment and transportation equipment.
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Summary Overview of Mining Operations Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year ended December 31, 2021 and was applicable until February 28, 2025, the date we sold our Alkali Business (see “Recent Developments” in Item 1.
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“Business”). These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year for our material mining property.
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As used in this Annual Report on Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
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Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project.
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You are specifically cautioned not to assume that any part or all of the mineral deposits (including any mineral resources) in these categories will ever be converted into mineral reserves, as defined by the SEC. You are further cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value.
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Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.
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Estimates of inferred mineral resources may not be converted to mineral reserves. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category of mineralization and it cannot be assumed that this will occur.
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Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will ever be upgraded to a higher category of mineralization.
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Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. The information that follows is derived, in part, from the technical report summary (“TRS”) prepared by Stantec Consulting Services Inc.
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(“Stantec”), an external qualified person (“QP”) in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein.
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Reference should be made to the full text of the TRS that was filed as Exhibit 96.1 as a part of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and is incorporated herein by reference.
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A new TRS was not filed as a part of this Annual Report on Form 10-K because (i) there was not a material change in the mineral reserves or mineral resources from such previously filed TRS and (ii) all material assumptions and information pertaining to the disclosure of our mineral resources and mineral reserves required by paragraphs (d), (e) and (f) of subpart 1302 of Regulation S-K, including material assumptions relating to all modifying factors, price estimates and scientific and technical information (e.g., sampling data, estimation assumptions and methods), were current as of December 31, 2024, as confirmed by Stantec.
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Overview of Mining Property and Operations Our Alkali Business produced natural soda ash, which is processed from trona, a sodium carbonate mineral composed of soda ash (Na 2 CO 3 ), sodium bicarbonate (NaHCO 3 ) and water with the chemical formula Na 2 CO 3 NaHCO 3 H 2 O. 48 Table of Contents Approximately 50% of the world’s natural soda ash capacity is from trona extracted from underground mines and brine (solution) mining in the Green River Basin of southwestern Wyoming.
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Our trona mining and processing facilities are located in southwestern Wyoming approximately 18 miles west of the city of Green River, Wyoming. The following maps show the location of our mining property, as of December 31, 2024: Figure 2.1. General Location Map 49 Table of Contents Figure 2.2.
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Map of Mining Areas 50 Table of Contents The Green River trona beds are collectively the largest known deposit of trona and the undisputed largest source of raw material feed for the production of natural soda ash in the world. The trona deposits are the result of very unusual, geological circumstances.
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Sodium-rich springs are believed to have fed ancient Lake Gosiute, a large, shallow inland lake that reached a maximum extent of over 15,000 square miles around 50 million years ago. In response to repetitive cycles of lake expansion, contraction and evaporation, and changes in temperature and salinity, trona was precipitated in beds of remarkable purity and extent.
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In addition to trona, the evaporite sodium mineral assemblage includes variable levels of other sodium carbonate minerals as well as halite (NaCl). At least 25 beds of natural trona in the Wilkins Peak Member of the Eocene Green River Formation exceed at least three feet in thickness and are estimated by the U.S.
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Geological Survey (“USGS”) to contain a cumulative resource of over 100 billion tons of trona. Individual trona beds are numbered in ascending order and trona beds of significance lie at depths between approximately 400 to 2,000 feet. Our current dry mining and brine (solution) mining operations exploit three trona beds, and our reserves are contained in four trona beds.
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Genesis has one trona mineral property, located in the Known Sodium Leasing Area in Southwest Wyoming, primarily encompassed by the Westvaco area and the Granger area.
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Due to differences in geology between these two mine areas, the mineral leases and, ultimately, th e trona resources and reserve estimates have been separated into Westvaco contiguous leases, Granger contiguous leases and Granger non-contiguous leases. The table and figures below are summaries of our acreage under each mineral lease type as of December 31, 2024.
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Area by lessor (acres) Contiguous leases Non-contiguous leases Lessor Granger Westvaco Granger Remaining Federal 4,236 19,699 — 1,280 State 1,280 6,403 640 13,280 Sweetwater 8,320 28,019 4,480 — Total Area 13,836 54,121 5,120 14,560 Our trona resources and mining operations are held under leases covering 87,637 acres over portions of 23 townships, primarily in two contiguous units informally known as the “Westvaco” and “Granger” blocks.
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Mineral and mining rights are secured by leases from the Federal government, the State of Wyoming, and Sweetwater. We lease approximately 25,215 acres from the U.S. Government under the Mineral Leasing Act of 1920 (Title 30 §181) which includes trona under its definition of a “solid leasable mineral.” Federal minerals are administered by the U.S. Bureau of Land Management (“BLM”).
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We lease 40,819 acres from Sweetwater who acquired the mineral rights from Anadarko Land Corporation, a subsidiary of Occidental following Occidental’s August 2019 acquisition of Anadarko Petroleum Corporation, which acquired the ownership from the Union Pacific Resources Group (“UPRG”) in 2000.
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The lease includes alternate sections of land for 20 miles on either side of the trans-continental railroad, originally granted to UPRG under the Pacific Railroad Act of 1862 and subsequent railroad land grants. We also lease 21,603 acres from the State of Wyoming. Our mineral leases have varying terms.
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Our private leases are held indefinitely by production, BLM and State Leases expire and are renewed every 10 years. Royalty payments range from 2% to 8% of the sales value of soda ash products. We believe that all of our leases were entered into at market terms.
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As of December 31, 2024, our senior secured credit facility was guaranteed by substantially all of our restricted subsidiaries and is secured by liens on a substantial portion of our assets, including our trona leases. Refer to further discussion of our senior secured credit facility in Item 7.
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“Liquidity and Capital Resources.” As of December 31, 2024, our Alkali senior secured notes were secured by a fifty-year 10% limited term overriding royalty interest in substantially all of the Alkali Business’ trona mineral leases owned by GA ORRI, LLC (“GA ORRI”). 51 Table of Contents Figure 2.3.
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Lease Tenure 52 Table of Contents The table below shows certain key information for leases in the Westvaco contiguous leases, Granger contiguous leases, and Granger non-contiguous leases that are included in the resource and reserve estimates, including lessor, lease term, size, royalty information and expiration date.
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Our Westvaco site is a production stage property that mines trona through both dry mining and brine (solution) mining methods. The location of the Westvaco site and contiguous lease boundary can be found in Figure 2.2. It is located in Sweetwater County, Wyoming, 18 miles west of Green River and is accessible from Interstate 80 (I-80), a four-lane divided highway.
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I-80 exit 72 is approximately seven miles from the processing plant. The Union Pacific Railroad passes just north of the Westvaco facilities with siding to access the mainline. The two main population centers of Green River, Wyoming and Rock Springs, Wyoming are 18 miles and 30 miles to the east, respectively. Evanston, Wyoming is 66 miles to the west.
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The area population provides a more than adequate base for staffing the Westvaco facilities, with a pool of talent for management. The Westvaco site has been in uninterrupted, continuous operation since its start in 1947 by Westvaco Chemical Corporation.
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Westvaco Chemical Corporation notified Union Pacific in 1946 of its intention to sink a mine shaft and to construct a trona processing plant. A shaft was sunk in 1947 to the top of Bed 17 bringing the first skipload of trona to the surface in late 1947.
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In the fall of 1948, Westvaco Chemical Corporation was acquired by the Food Machinery Corporation (later known as “FMC”). In 1952, the Westvaco Division of FMC formed the Intermountain Chemical Company as Wyoming’s first trona mining company. In 1953, Intermountain Chemical Company began producing refined soda ash by a sesquicarbonate process through a plant with a 300,000-ton capacity.
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The Alkali Chemical Division of FMC, including the trona mining and processing operations in the Green River Basin of Wyoming, was acquired by Tronox Alkali in May 2015. In September 2017, we acquired the Westvaco facility from Tronox Alkali and currently operate the facility through Genesis Alkali Wyoming, LP.
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Infrastructure on the Westvaco site is very well developed as the facilities have been in operation for over 75 years. The infrastructure consists of sufficient truck and rail loadout facilities, electrical generation and transmission facilities, tailings facilities, product storage facilities, process facilities, natural gas pipelines and distribution facilities and water pipelines, 53 Table of Contents treatment and distribution facilities.
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The Westvaco site also has ample buildings for offices, labs, change rooms, warehouses and maintenance shops. Our Granger site is a production stage property that mines trona through brine (solution) mining methods. The location of the Granger site and contiguous lease boundary can be found in Figure 2.2.
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The Granger site is located in Sweetwater County, Wyoming and can be accessed by traveling eight miles west of Green River, Wyoming on I-80, then turning north on state highway 372 and traveling about 12 miles to county road 11.
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The Granger site is accessible to the Union Pacific Railroad by a spur line that connects to the mainline near the town of Granger, Wyoming. The two main population centers of Green River, Wyoming and Rock Springs, Wyoming are 18 miles and 30 miles to the east, respectively. Evanston, Wyoming is 66 miles to the west.
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The area population provides a more than adequate base for staffing the Granger facilities, with a pool of talent for management. The Granger mine and processing facility operated as an underground mine from 1976 to 2002.
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FMC acquired the properties in 1999 by acquiring Tg Soda Ash Inc., originally developed as a unit of Texasgulf and then owned by Elf Atochem. FMC converted the mine and mill to brine (solution) mining in 2005.
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The Alkali Chemical Division of FMC, including the trona mining and processing operations in the Green River Basin of Wyoming, was acquired by Tronox Alkali in May 2015. In September 2017, we acquired the Granger facility from Tronox Alkali and currently operate the facility through Genesis Alkali Wyoming, LP.
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Infrastructure on the Granger site is very well developed as the facilities have operated for over 35 years. The infrastructure consists of sufficient rail loadout facilities, electrical transmission facilities, tailings facilities, product storage facilities, process facilities, natural gas pipelines and distribution facilities and water pipelines, treatment and distribution facilities.
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The Granger site also has ample buildings for offices, labs, change rooms, warehouses and maintenance shops. As both the Westvaco site and Granger site have been operating for many years, all permits necessary for the operation of these facilities are in place.
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The Westvaco site includes approximately 36,000 permitted acres, of which the processing, support facilities and tailings and evaporation ponds cover about 2,900 surface acres. The Granger facility includes about 16,000 permitted acres of which the processing, support facilities, and tailings and evaporation ponds cover about 1,600 surface acres.
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The WDEQ is the primary issuer of the environmental permits relevant to our operations, including air quality permits, mining and reclamation permits, as well as class III and class V underground injection control permits.
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With respect to each facility, permits, licenses and approvals are obtained as needed in the normal course of business based on our mine plans and federal, state, provincial and local regulatory provisions regarding mine permitting and licensing. There have been no outstanding violations or orders that would prevent continued operation of the plants and mines.
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This includes air, land, surface and groundwater, drinking water, wildlife, and waste. As of December 31, 2024, approved reclamation plans were in place along with surety in the amounts of approxi mately $55.5 million for the Westvaco site and $34.5 million for the Gra nger site.
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At our Wyoming property, we use both mechanical and brine mining to mine the trona ore: • Dry Mining of Trona Ore. We extract trona ore from our Westvaco underground mine by mechanized, continuous mining methods.
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Our current underground dry mine production is from trona bed 17, a near-horizontal bed approximately 10 feet thick at a depth from the surface of 1,500-1,800 feet. Ore is extracted primarily by our single longwall mining machine from an extensive network of parallel drifts and connecting cross-cuts, known as room-and-pillar mining.
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Longwall miners shear off successive panels of ore which drops onto a conveyor belt for delivery to the vertical hoisting shafts. Longwall mining provides higher recovery rates leading to extended mine life compared to other dry mining techniques.
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Development of the “tunnels” necessary to access and ventilate our longwall is through room-and-pillar mining completed primarily by our fleet of borer miners.
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The ore is conveyed underground to two hoisting operations where it travels about 1,600 feet vertically to the surface and is either taken directly into our processing facilities or stored on two outdoor stockpiles for future consumption. • Secondary Recovery Brine Mining. We brine (solution) mine trona at both our Westvaco and Granger sites using secondary recovery techniques.
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Our secondary recovery mining starts with the recovery of water streams from our operations and non-trona solids (“insolubles”) remaining from the processing of dry mined trona. The water and some insolubles are injected through a number of wells into the old dry mine workings at both our Westvaco and Granger sites.
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The insolubles settle out while the water travels through the old workings, dissolving sodium carbonate and sodium bicarbonate from the trona left behind during previous dry mining. Multiple pumping systems are used to pump the enriched brine to the surface for processing. Our mineral recovery consists of four processing plants producing soda ash at two surface sites, Westvaco and Granger.
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Dry mined and brine mined trona are processed into soda ash at our Westvaco site, located within the boundaries of our Westvaco contiguous lease blocks, involving multiple processing lines, steam generation facilities, evaporation ponds, spare 54 Table of Contents parts warehouses, maintenance shops, and offices for engineering, production, and support staff.
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Mineral recovery at Westvaco site consists of three plants: the Sesqui plant, the Mono plant and the ELDM plant. Our Sesqui and Mono plants process dry-mined trona into soda ash. Crushing, dissolution in water, filtration, and crystallization techniques are used to produce the desired final products. The Mono plant consists of two separate processing lines to produce soda ash.
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Mono I began operation in May 1972, while Mono II was started up in January 1976. In the Mono plant, the ore is calcined with heat, prior to dissolution, to process the trona into soda ash by the removal of water and carbon dioxide. A final calcining step using steam produces a dense soda ash product from the Mono process.
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The Sesqui plant was the first soda ash plant built and operated at the Westvaco site. In our Sesqui plant, the calcination is performed at the end of the process, producing a light density soda ash that is preferred in applications desiring increased absorptivity.
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The Sesqui process also has the ability to produce refined sodium sesquicarbonate (which we sell under the names S-Carb® and Sesqui®™) for use as a buffer in animal feed formulations and in cleaning and personal care applications. Our ELDM plant was constructed in 1995 and started operations in 1996.
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Our brine based ELDM plant uses the tailings return water as a feed source for soda ash production. Solution mined trona brine is processed into dense soda ash in our ELDM operation.
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The steps to produce soda ash are similar to the dry mined processes, except the crushing and dissolving steps are eliminated because the trona is already in a water solution as it leaves the mine. 55 Table of Contents Figure 2.4 Westvaco Surface Production Facilities The Westvaco site also has a facility producing food, feed, and pharmaceutical grade sodium bicarbonate from a Sesqui plant intermediate product.
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Fifty percent caustic is produced on the Westvaco site for commercial sale from a Mono plant intermediate product. The Westvaco site has successfully mined and processed trona ore at a profit for over 75 years. In this time, capital has been expended as appropriate to sustain the operation at the current production and operating cost level.
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We plan for capital expenditures necessary to replace equipment and facilities over time in order to sustain production and operating costs.
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Solution mined trona brine is processed into soda ash at our Granger plant, located within the boundaries of the Granger contiguous lease blocks, and involves multiple processing lines, steam generation facilities, evaporation ponds, spare parts warehouses, maintenance shops, and offices for engineering, production, and support staff.
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The steps to produce soda ash are similar to the dry mined processes, except the crushing and dissolving steps are eliminated because the trona is already in a water solution as it leaves the mine. 56 Table of Contents Figure 2.5.
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Granger Surface Production Facilities The Granger site has successfully mined and processed trona ore at a profit for over 35 years. In this time, capital has been expended as appropriate to sustain the operation at the current production and operating cost level. In 2023, the Granger Optimization Project reached substantial completion and achieved first production.
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Capital expenditures are generally for sustaining production and operating costs except for some remaining capital for our Granger Optimization Project. The total book value of the Westvaco and Granger sites as of December 31, 2024 and December 31, 2023 was approximately $1,657 million and $1,668 million, respectively.
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In many cases, market demand drives annual production so that actual production may be less than plant capacities. The table below shows annual production from our trona property and its four plants for the fiscal years ended December 31, 2024, 2023 and 2022.
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Year ended December 31, 2024 2023 2022 Total (in thousands of tons) 4,405 3,889 3,635 In the fourth quarter of 2023, our Granger Optimization Project reached substantial completion and achieved first production and has since ramped up to its estimated, incremental 750,000 tons of annual production capacity in 2024. 57 Table of Contents Summaries of our mineral resources and reserves for the fiscal years ended December 31, 2024 and 2023 are set forth in the tables below: December 31, 2024 December 31, 2023 Area Resource Category (1) Million short tons (dry weight) Grade (% Trona) (2) Million short tons (dry weight) Grade (% Trona) (2) Granger Contiguous Leases Measured 617 84 617 84 Indicated 145 89 145 89 Measured + Indicated 762 85 762 85 Westvaco Contiguous Leases Measured 1,067 88 1,067 88 Indicated 158 84 158 84 Measured + Indicated 1,225 87 1,225 87 Inferred 4 80 4 80 Granger Non-Contiguous Leases Measured 87 85 87 85 Indicated 60 84 60 84 Measured + Indicated 147 85 147 85 Inferred 3 84 3 84 Total Measured + Indicated 2,134 86 2,134 86 Total Measured + Indicated + Inferred 2,141 86 2,141 86 (1) Mineral resources are exclusive of mineral reserves, which are summarized in the table below.
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Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves upon application of modifying factors.
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(2) Based on the analysis described in Section 11.3 of the TRS, no economic cutoff grade has been applied to the resource given the long history of uninterrupted trona mining on the property, spatial consistency of the trona content and overall low insoluble and halite content.
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No elements or compounds from within the beds were identified as having a material impact on the ability to extract trona from the beds via mechanical or brine (solution) mining methods. 58 Table of Contents December 31, 2024 December 31, 2023 Reserve Area/Type Reserve Category Million short tons (dry weight) (1) Grade (% Trona) (5) Million short tons (dry weight) (1) Grade (% Trona) (5) Westvaco dry extraction Proven (2) 244 88 248 88 Probable (2) 179 88 179 88 Total Reserves (3) 423 88 427 88 Westvaco solution mining Proven (2) — — Probable (2) 367 88 368 88 Total Reserves (4) 367 88 368 88 Granger solution mining Proven (2) — — Probable (2) 68 85 70 85 Total Reserves (4) 68 85 70 85 Total solution mining Total Reserves (4) 435 88 438 88 Total dry extraction and solution mining Total Reserves 858 87 865 87 (1) Our trona ore reserves are calculated from in-place trona-bearing material that can be economically and legally extracted and processed into commercial products at the time of reserve determination.
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Our reserves estimates are developed using industry-standard procedures and have been reviewed internally and externally to ensure compliance with subpart 1300 of Regulation S-K. (2) We use “measured and indicated” resources as the primary basis in determining our proven and probable reserves. We define proven reserves and probable reserves as follows: a.
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Proven dry-mining reserves are measured reserves that fall within a 0.5 mile radius from drillhole data points or previously mined areas with a 7.0 feet minimum ore thickness. b. Probable dry-mining reserves are indicated reserves that fall between 0.5 miles and 1.0 miles from drillhole data points or previously mined areas with a 7.0 feet minimum ore thickness. c.
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All brine (solution) mining reserves are designated as probable based on the degree of confidence in the reserve estimate related to uncertainties involving brine flow paths, trona ore surface area available for dissolution, and the inaccuracy of depletion verification methods.
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They consist of both measured resources falling within a 0.5 mile radius from drillhole data points or previously mined areas and indicated resources that fall between 0.5 miles and 1.0 miles from drillhole data points or previously mined areas.
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Brine (solution) mining reserves are not limited to a minimum ore thickness, but rather are subjected to a 50 foot halo limit into large blocks of trona adjacent to areas impacted by previous dry mining and adjacent to areas planned for future dry mining.
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(3) Estimated dry mining ore reserves include dilution from un-mineralized material within and marginal to the trona ore bed. We exclude support pillars from dry mining reserves, but a portion of the trona contained in the pillars is recovered by brine (solution) mining. We apply a bulk density factor of 133 lb/cu ft for conversion of volumes to mass.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeSee Note 22 to our Consolidated Financial Statements in Item 8. Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a specified threshold.
Biggest changeSee Note 2 1 to our Consolidated Financial Statements in Item 8. Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a specified threshold.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed2 unchanged
Biggest changeAs of December 31, 2024, the closing price of our common units was $10.11 and we had approximately 23,000 record holders of our Class A Common Units, which include holders who own units through their brokers “in street name.” Additionally, we have issued 23,111,918 Class A Convertible Preferred Units for which there is no established public trading market.
Biggest changeAs of December 31, 2025, the closing price of our common units was $15.60 and we had approximately 25,000 record holders of our Class A Common Units, which include holders who own units through their brokers “in street name.” Additionally, as of February 18, 2026, we have 14,954,102 Class A Convertible Preferred Units outstanding for which there is no established public trading market.
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Capital Expenditures and Distributions Paid to our Unitholders” and Note 12 to our Consolidated Financial Statements in Item 8 for further information regarding restrictions on our distributions. 62 Table of Contents Item 6. Selected Financial Data None.
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Capital Expenditures and Distributions Paid to our Unitholders” and Note 12 to our Consolidated Financial Statements in Item 8 for further information regarding restrictions on our distributions. 47 Table o f Contents Item 6. Selected Financial Data None.
Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities Our Class A Common Units are listed on the New York Stock Exchange, or NYSE, under the symbol “GEL.” At March 3, 2025, we had 122,424,321 Class A Common Units outstanding.
Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities Our Class A Common Units are listed on the New York Stock Exchange, or NYSE, under the symbol “GEL.” As of February 18, 2026, we have 122,424,321 Class A Common Units outstanding.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDistribution For Date Paid Per Common Unit Amount Total Amount Per Preferred Unit Amount Total Amount 2022 1 st Quarter May 13, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 2 nd Quarter August 12, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 3 rd Quarter November 14, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 4 th Quarter February 14, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 24,002 2023 1 st Quarter May 15, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 24,002 2 nd Quarter August 14, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 23,314 3 rd Quarter November 14, 2023 $ 0.1500 $ 18,370 $ 0.9473 $ 22,612 4 th Quarter February 14, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 2024 1 st Quarter May 15, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 2 nd Quarter August 14, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 3 rd Quarter November 14, 2024 $ 0.1650 $ 20,207 $ 0.9473 $ 21,894 4 th Quarter (1) February 14, 2025 $ 0.1650 $ 20,207 $ 0.9473 $ 21,894 (1) This distribution was paid on February 14, 2025 to unitholders of record as of January 31, 2025 . 82 Table of Contents Contractual Obligations and Commitments In addition to the principal and interest payment commitments associated with our long-term debt discussed above, we have other contractual obligations and commitments as of December 31, 2024, which are summarized below. • We have estimated operating lease payment obligations, as of December 31, 2024, totaling $413.3 million, of which $46.2 million is expected to be paid in 2025 (see Note 5 to our Consolidated Financial Statements in Item 8 for details on our lease obligations).
Biggest changeDistribution For Date Paid Per Common Unit Amount Total Amount Per Preferred Unit Amount Total Amount 2023 1 st Quarter May 15, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 24,002 2 nd Quarter August 14, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 23,314 3 rd Quarter November 14, 2023 $ 0.1500 $ 18,370 $ 0.9473 $ 22,612 4 th Quarter February 14, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 2024 1 st Quarter May 15, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 2 nd Quarter August 14, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 3 rd Quarter November 14, 2024 $ 0.1650 $ 20,207 $ 0.9473 $ 21,894 4 th Quarter February 14, 2025 $ 0.1650 $ 20,207 $ 0.9473 $ 21,894 2025 1 st Quarter May 15, 2025 $ 0.1650 $ 20,207 $ 0.9473 $ 19,942 2 nd Quarter August 14, 2025 $ 0.1650 $ 20,207 $ 0.9473 $ 14,868 3 rd Quarter November 14, 2025 $ 0.1650 $ 20,207 $ 0.9473 $ 14,868 4 th Quarter (1) February 13, 2026 $ 0.1800 $ 22,044 $ 0.9473 $ 14,868 (1) This distribution was paid on February 13, 2026 to unitholders of record as of January 30, 2026.
We provide an integrated suite of services to crude oil and natural gas producers, refiners, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks and terminals, railcars, rail unloading facilities, barges and other vessels, and trucks.
We provide an integrated suite of services to crude oil and natural gas producers, refiners, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks, terminals, railcars, rail unloading facilities, barges and other vessels, and trucks.
As a result, changes in the price of crude oil would proportionately impact both our revenues and our costs, with a disproportionately smaller impact on Net income (loss), Segment Margin and Available Cash before Reserves. However, we do have some indirect exposure to certain changes in prices for oil, particularly if they are significant and extended.
As a result, changes in the price of crude oil would proportionately impact both our revenues and our costs, with a disproportionately smaller impact on Net income (loss), Segment Margin and Available Cash before Reserves. However, we do have some indirect exposure to certain changes in prices for crude oil, particularly if they are significant and extended.
A summary of the applicable redemption periods is provided in the table below. 2027 Notes 2028 Notes 2029 Notes 2030 Notes 2032 Notes 2033 Notes Redemption right beginning on January 15, 2024 February 1, 2023 January 15, 2026 April 15, 2026 May 15, 2027 May 15, 2028 Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to N/A N/A January 15, 2026 April 15, 2026 May 15, 2027 May 15, 2028 For additional information on our long-term debt and covenants see Note 11 to our Consolidated Financial Statements in Item 8.
A summary of the applicable redemption periods is provided in the table below. 2028 Notes 2029 Notes 2030 Notes 2032 Notes 2033 Notes Redemption right beginning on February 1, 2023 January 15, 2026 April 15, 2026 May 15, 2027 May 15, 2028 Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to N/A N/A April 15, 2026 May 15, 2027 May 15, 2028 For additional information on our long-term debt and covenants see Note 11 to our Consolidated Financial Statements in Item 8.
Impairment expense In the fourth quarter of 2024, we terminated an on-going project related to the integration of certain of our corporate enterprise resource planning systems and we impaired the costs incurred to date. As a result, we recognized an impairment charge of $43.0 million. We did not record an impairment expense for the year ended December 31, 2023.
Impairment expense In the fourth quarter of 2024, we terminated an on-going project related to the integration of certain of our corporate enterprise resource planning systems and we impaired the costs incurred to date. As a result, we recognized an impairment charge of $43.0 million. We did not record any impairment expense for the year ended December 31, 2023.
We define Available Cash before Reserves (“Available Cash before Reserves”) as Net income (loss) attributable to Genesis Energy, L.P. before interest, taxes, depreciation, depletion and amortization (including impairment, write-offs, accretion and similar items) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, “Select Items”), as adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, interest expense, net, cash tax expense and cash distributions paid to our Class A convertible preferred unitholders.
We define Available Cash before Reserves (“Available Cash before Reserves”) as Net income (loss) attributable to Genesis Energy, L.P. before interest, taxes, depreciation, and amortization (including impairment, write-offs, accretion and similar items) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, “Select Items”), as adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, interest expense, net, cash tax expense and cash distributions attributable to our Class A Convertible Preferred unitholders.
We monitor the markets for our products and services, in addition to the overall market, to determine if a triggering event occurs that would indicate that the fair value of a reporting unit is less than its carrying value.
We also monitor the markets for our products and services, in addition to the overall market, to determine if a triggering event occurs that would indicate that the fair value of a reporting unit is less than its carrying value.
Available Cash before Reserves Purposes, Uses and Definition Available Cash before Reserves, often referred to by others as distributable cash flow, is a quantitative standard used throughout the investment community with respect to publicly-traded partnerships and is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things: (1) the financial performance of our assets; (2) our operating performance; (3) the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry; 73 Table of Contents (4) the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and (5) our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.
Available Cash before Reserves Purposes, Uses and Definition Available Cash before Reserves, often referred to by others as distributable cash flow, is a quantitative standard used throughout the investment community with respect to publicly-traded partnerships and is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things: (1) the financial performance of our assets; (2) our operating performance; (3) the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry; (4) the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and (5) our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.
Recent Developments and Initiatives Our primary objectives are to generate and grow stable free cash flows and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations.
Recent Developments and Initiatives Our primary objectives and strategies are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations.
This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including the GOP. This increase was partially offset by an acceleration of depreciation on our asset retirement obligation assets as a result of updates to the estimated timing and costs associated with certain of our non-core offshore gas assets in 2023.
This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service. This increase was partially offset by an acceleration of depreciation on our asset retirement obligation assets as a result of updates to the estimated timing and costs associated with certain of our non-core offshore gas assets in 2023.
At December 31, 2024, we were not aware of any contingencies or environmental liabilities that would have a material effect on our financial position, results of operations or cash flows. Additionally, certain of our assets have contractual and regulatory obligations to perform dismantlement and removal activities, and in some instances remediation, when the assets are abandoned.
At December 31, 2025, we were not aware of any contingencies or environmental liabilities that would have a material effect on our financial position, results of operations or cash flows. Additionally, certain of our assets have contractual and regulatory obligations to perform dismantlement and removal activities, and in some instances remediation, when the assets are abandoned.
Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. The most significant Select Items in the relevant reporting periods are set forth below. Year Ended December 31, 2024 2023 I.
Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. The most significant Select Items in the relevant reporting periods are set forth below. Year Ended December 31, 2025 2024 I.
Our primary cash requirements consist of: • working capital, primarily inventories and trade receivables and payables; • routine operating expenses; • capital growth (as discussed in more detail below) and maintenance expenditures; • interest payments related to outstanding debt; • asset retirement obligations; • quarterly cash distributions to our preferred and common unitholders; and • acquisitions of assets or businesses.
Our primary cash requirements consist of: • working capital, primarily inventories and trade receivables and payables; • routine operating expenses; • growth capital (as discussed in more detail below) and maintenance projects; • interest payments related to outstanding debt; • asset retirement obligations; • quarterly cash distributions to our preferred and common unitholders; and • acquisitions of assets or businesses.
See Note 16 in our Consolidated Financial Statements in Item 8 for information regarding changes in components of operating assets and liabilities during the years ended December 31, 2024, 2023 and 2022.
See Note 16 in our Consolidated Financial Statements in Item 8 for information regarding changes in components of operating assets and liabilities during the years ended December 31, 2025, 2024 and 2023.
We did not identify any relevant events or circumstances indicating that it is more likely than not that the fair value of the reporting unit is less than the respective carrying value. As such, a quantitative goodwill test was not required, and no goodwill impairment was recognized for the years ended December 31, 2023 and 2022.
We did not identify any relevant events or circumstances indicating that it is more likely than not that the fair value of the reporting unit is less than the respective carrying value. As such, a quantitative goodwill test was not required, and no goodwill impairment was recognized for the year ended December 31, 2023.
Our primary sources of liquidity have historically been cash flows from operations, borrowing availability under our senior secured credit facility, proceeds from the sale of non-core assets, the creation of strategic arrangements to share capital costs through joint ventures or strategic alliances and the proceeds from issuances of equity (common and preferred) and senior unsecured or secured notes.
Our primary sources of liquidity have been cash flows from operations, proceeds from the sale of assets, borrowing availability under our senior secured credit facility, the proceeds from issuances of equity (common and preferred) and senior unsecured or secured notes and the creation of strategic arrangements to share capital costs through joint ventures or strategic alliances.
Segment Margin We define Segment Margin as revenues less product costs, operating expenses and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items (defined below in “Non-GAAP Financial Measures”).
Segment Margin We define Segment Margin as revenues less product costs, operating expenses and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items (defined below in “Non-GAAP Financial Measures”) from continuing operations.
Determining the fair value of assets and liabilities acquired, as well as intangible assets such as customer relationships, contracts, trade names and non-compete agreements involves professional judgment and 84 Table of Contents is ultimately based on acquisition models and management’s assessment of the value of the assets and liabilities acquired, and to the extent available, third-party assessments.
Determining the fair value of assets and liabilities acquired, as well as intangible assets such as customer relationships, contracts, trade names and non-compete agreements involves professional judgment and is ultimately based on acquisition models and management’s assessment of the value of the assets and liabilities acquired, and to the extent available, third-party assessments.
A reconciliation of Net income (loss) from operations before income taxes to total Segment Margin is included in our segment disclosure in Note 14 to our Consolidated Financial Statements in Item 8.
A reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin is included in our segment disclosure in Note 14 to our Consolidated Financial Statements in Item 8.
The redemption of these Class A Convertible Preferred Units, which carried an annual coupon rate of 11.24%, has allowed us to lower our overall cost of capital.
The purchase of these Class A Convertible Preferred Units, which carried an annual coupon rate of 11.24%, has allowed us to lower our overall cost of capital.
In our sulfur services business, we continued to face challenges on the production side at our largest host refinery as well as continued pressures on demand in South America, including competitive pressures from Chinese flake, which had a negative impact on pricing during 2024.
In our sulfur services business, we faced challenges on the production side at our largest host refinery as well as continued pressures on demand in South America, including competitive pressures from Chinese flake, which had a negative impact on pricing during 2024.
The increase in day rates more than offset the impact to Segment Margin from the increased number of planned regulatory dry-docking days in our offshore fleet during 2024 as compared to 2023. In addition, we have continued to see strong demand from our barge services to move intermediate and refined products keeping utilization rates high across both periods.
The increase in day rates more than offset the impact to Segment Margin from the increased number of planned regulatory dry-docking days in our offshore fleet during 2024 as compared to 2023. In addition, we saw strong demand from our barge services to move intermediate and refined products keeping utilization rates high across both periods.
Segment Margin We define Segment Margin as revenues less product costs, operating expenses, and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items (defined below).
Segment Margin We define Segment Margin as revenues less product costs, operating expenses, and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items (defined below) from our continuing operations.
We received cash of approximately $1.039 billion, which reflects the net proceeds after the assumption of our outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd, amongst other purchase price adjustments.
We received cash of approximately $1.0 billion, which reflects the net proceeds after the assumption of our then outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd, amongst other purchase price adjustments.
The CHOPS expansion includes a complete overhaul of the GB-72 topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the HI-A5 and GB-72 platforms to upgrade processing capabilities and increase throughput.
The CHOPS expansion included a complete overhaul of the GB-72 platform topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the HI-A5 and GB-72 platforms to upgrade processing capabilities and increase throughput on the CHOPS Pipeline.
See previous discussion under “Available Cash before Reserves” for how such maintenance capital utilization is reflected in our calculation of Available Cash before Reserves. Distributions to Unitholders Our partnership agreement requires us to distribute 100% of our available cash (as defined therein) within 45 days after the end of each quarter to unitholders of record.
See previous discussion under “Available Cash before Reserves” for how such maintenance capital utilization is reflected in our calculation of Available Cash before Reserves. 71 Table o f Contents Distributions to Unitholders Our partnership agreement requires us to distribute 100% of our available cash (as defined therein) within 45 days after the end of each quarter to unitholders of record.
We would expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil, producing minimal direct impact on Net income (loss), Segment Margin and Available Cash before Reserves.
We expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil, resulting in a minimal direct impact on Net income (loss), Segment Margin and Available Cash before Reserves.
Working capital borrowings are generally borrowings that are made under our senior secured credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners. On February 14, 2025, we paid a distribution of $0.165 per common unit related to the fourth quarter of 2024.
Working capital borrowings are generally borrowings that are made under our senior secured credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners. On February 13, 2026, we paid a distribution of $0.18 per common unit related to the fourth quarter of 2025.
We revise these estimates as additional information is obtained or resolution is achieved. We also make estimates related to future payments for environmental costs to remediate existing conditions attributable to past operations. Environmental costs include costs for studies and testing as well as remediation and restoration.
We revise these estimates as additional information is obtained or resolution is achieved. 75 Table o f Contents We also make estimates related to future payments for environmental costs to remediate existing conditions attributable to past operations. Environmental costs include costs for studies and testing as well as remediation and restoration.
For the years ended December 31, 2023 and 2022, we did not recognize an impairment expense associated with our long-lived assets. 85 Table of Contents Recoverability of Goodwill Goodwill represents the excess of the purchase prices we paid for certain businesses over their respective fair values. We do not amortize goodwill.
For the years ended December 31, 2025 and 2023, we did not recognize an impairment expense associated with our long-lived assets. 74 Table o f Contents Recoverability of Goodwill Goodwill represents the excess of the purchase prices we paid for certain businesses over their respective fair values. We do not amortize goodwill.
With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per unit (or $3.7892 on an annualized basis). These distributions were paid on February 14, 2025 to unitholders holders of record at the close of business January 31, 2025.
With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per unit (or $3.7892 on an annualized basis). These distributions were paid on February 13, 2026 to unitholders holders of record at the close of business January 30, 2026.
On July 19, 2024, we entered into the Seventh Amended and Restated Credit Agreement to replace our Sixth Amended and Restated Credit Agreement, which provides for a $900 million senior secured revolving credit facility and matures on September 1, 2028, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions, unless: (i) if more than $150 million of our 2027 Notes remain outstanding as of October 16, 2026, the credit agreement matures on such date; and (ii) if more than $150 million of our 2028 Notes remain outstanding as of November 2, 2027, the credit agreement matures on such date. 76 Table of Contents On December 11, 2024 we entered into the First Amendment to the Seventh Amended and Restated Credit Agreement (as amended, the “credit agreement”), which resulted in several changes to the credit agreement terms including; (i) an increase of the maximum consolidated leverage ratio covenant from 5.50 to 1.00 to 5.75 to 1.00 for the fiscal quarters ending December 31, 2024 through September 30, 2025, returning to 5.50 to 1.00 thereafter; and (ii) changes to the minimum consolidated interest coverage ratio covenant from 2.40 to 1.00 to (A) 2.00 to 1.00 for the fiscal quarters ending December 31, 2024 through December 31, 2025, (B) 2.25 to 1.00 for the fiscal quarters ending March 31, 2026 through December 31, 2026, and (C) 2.50 to 1.00 at any time thereafter.
The credit agreement provided for a $900 million senior secured revolving credit facility that matures on September 1, 2028, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions, provided that if more than $150 million of our 2028 Notes remain outstanding as of November 2, 2027, the credit agreement matures on such date. 66 Table o f Contents On December 11, 2024 we entered into the First Amendment to the Seventh Amended and Restated Credit Agreement, which resulted in several changes to the credit agreement terms including; (i) an increase of the maximum consolidated leverage ratio covenant from 5.50 to 1.00 to 5.75 to 1.00 for the fiscal quarters ending December 31, 2024 through September 30, 2025, returning to 5.50 to 1.00 thereafter; and (ii) changes to the minimum consolidated interest coverage ratio covenant from 2.40 to 1.00 to (A) 2.00 to 1.00 for the fiscal quarters ending December 31, 2024 through December 31, 2025, (B) 2.25 to 1.00 for the fiscal quarters ending March 31, 2026 through December 31, 2026, and (C) 2.50 to 1.00 at any time thereafter.
Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results.
Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation 63 Table o f Contents of our core operating results.
Therefore, we developed a measure, maintenance capital utilized, that we believe is more useful in the determination of Available Cash before Reserves. Maintenance Capital Utilized We believe our maintenance capital utilized measure is the most useful quarterly maintenance capital requirements measure to use to derive our Available Cash before Reserves measure.
Therefore, we developed a measure, maintenance capital utilized, that we believe is more useful in the determination of Available Cash before Reserves. 65 Table o f Contents Maintenance Capital Utilized We believe our maintenance capital utilized measure is the most useful quarterly maintenance capital requirements measure to use to derive our Available Cash before Reserves measure.
With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per unit (or $3.7892 on an annualized basis). These distributions were paid on February 14, 2025 to unitholders holders of record at the close of business January 31, 2024.
With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per unit (or $3.7892 on an annualized basis). These distributions were paid on February 13, 2026 to unitholders holders of record at the close of business January 30, 2026.
We used a portion of the cash proceeds to pay down the outstanding balance on our senior secured credit facility on February 28, 2025, and anticipate using the remaining cash proceeds to redeem a portion of our outstanding senior unsecured notes, repurchase certain of our outstanding Class A convertible preferred units, and for general partnership purposes.
We used a portion of the cash proceeds to pay down the outstanding balance on our senior secured credit facility as of February 28, 2025, repurchase certain of our outstanding Class A Convertible Preferred Units (discussed further below), redeem a portion of our outstanding senior unsecured notes (discussed further below), and for general partnership purposes.
Conversely, cash flow from operating activities increases during the period in which we collect the cash from the sale of the stored crude oil, petroleum products or alkali products.
Conversely, cash flow from operating activities increases during the period in which we collect the cash from the sale of the stored crude oil.
Future payment obligations related to our senior secured credit facility and senior unsecured notes as of December 31, 2024, including both principal and estimated interest payments, are summarized in the table below: Interest Rate Maturity Date Principal Estimated Annual Interest Payable (in thousands) Senior secured credit facility (1) Varies September 1, 2028 $ 291,000 $ 23,504 2027 Notes (2) 8.000% January 15, 2027 406,245 32,500 2028 Notes (2) 7.750% February 1, 2028 679,360 52,650 2029 Notes (2) 8.250% January 15, 2029 600,000 49,500 2030 Notes (2) 8.875% April 15, 2030 500,000 44,375 2032 Notes (2) 7.875% May 15, 2032 700,000 55,125 2033 Notes (2) 8.000% May 15, 2033 600,000 48,000 Total estimated payments $ 3,776,605 $ 305,654 (1) Amounts shown above for estimated interest payments represent the amounts that would be paid on an annual basis if the debt outstanding at December 31, 2024 remained outstanding for the year ended December 31, 2025, and interest rates remained constant.
Future payment obligations related to our senior secured credit facility and senior unsecured notes as of December 31, 2025, including both principal and estimated interest payments, are summarized in the table below: Interest Rate Maturity Date Principal Estimated Annual Interest Payable (in thousands) Senior secured credit facility (1) Varies September 1, 2028 $ 6,400 $ 592 2028 Notes (2) 7.750% February 1, 2028 679,360 52,650 2029 Notes (2) 8.250% January 15, 2029 600,000 49,500 2030 Notes (2) 8.875% April 15, 2030 500,000 44,375 2032 Notes (2) 7.875% May 15, 2032 700,000 55,125 2033 Notes (2) 8.000% May 15, 2033 600,000 48,000 Total estimated payments $ 3,085,760 $ 250,242 (1) Amounts shown above for estimated interest payments represent the amounts that would be paid on an annual basis if the debt outstanding at December 31, 2025 remained outstanding and interest rates remained constant for the annual period.
Our chief operating decision maker (our Chief Executive Officer) evaluates segment performance based on a variety of measures including Segment Margin, segment volumes, and where relevant, capital investment. A reconciliation of Net income (loss) from operations before income taxes to total Segment Margin is included in our segment disclosure in Note 14 to our Consolidated Financial Statements in Item 8.
Our CODM evaluates segment performance based on a variety of measures including Segment Margin, segment volumes, and, where relevant, capital investment. A reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin is included in our segment disclosure in Note 14 to our Consolidated Financial Statements in Item 8.
As it relates to our crude oil marketing business, the average closing prices for West Texas Intermediate crude oil on the New York Mercantile Exchange (“NYMEX”) decreased approximately 1% to $76.63 per barrel in 2024 as compared to $77.58 per barrel in 2023.
As it relates to our crude oil marketing business, the average closing prices for West Texas Intermediate crude oil on the New York Mercantile Exchange (“NYMEX”) decreased approximately 15% to $65.39 per barrel in 2025 as compared to $76.63 per barrel in 2024.
The total amount available for borrowings under our senior secured credit facility at December 31, 2024 was $604.5 million, subject to compliance with covenants in the credit agreement.
The total amount available for borrowings under our senior secured credit facility at December 31, 2025 was $788.6 million, subject to compliance with covenants in the credit agreement.
We do not expect changes in commodity prices to impact our Net income (loss), Available Cash before Reserves or Segment Margin derived from our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations in the same manner in which they impact our revenues and costs derived from the purchase and sale of crude oil and petroleum products.
Given these facts, we do not 51 Table o f Contents expect changes in commodity prices to impact our Net income (loss), Segment Margin or Available Cash before Reserves derived from our offshore crude oil and natural gas pipeline transportation and handling operations in the same manner in which they impact our revenues and costs derived from the purchase and sale of crude oil.
The increase in interest expense associated with our senior unsecured notes was primarily related to: (i) the issuance of our 8.25% senior unsecured notes due January 15, 2029 (the “2029 Notes”) in December 2023, which have a higher principal and interest rate as compared to our 6.50% senior unsecured notes due October 1, 2025 (the “2025 Notes”) that were partially tendered in December 2023 and ultimately redeemed in January 2024; and (ii) the issuance of our 2032 Notes in May 2024, which have a higher principal and interest rate as compared to our 2026 Notes that were redeemed in June 2024.
The increase in interest expense associated with our senior unsecured notes was primarily related to: (i) the issuance of our 8.250% senior unsecured notes due January 15, 2029, issued on December 7, 2023 in aggregate principal amount of $600.0 million (the “2029 Notes”), which have a higher principal and interest rate as compared to our 6.500% senior unsecured notes due October 1, 2025 (the “2025 Notes”) that were partially tendered in December 2023 and ultimately redeemed in January 2024; and (ii) the issuance of $700.0 million in aggregate principal amount of 7.875% senior unsecured notes due May 15, 2032 (the “2032 Notes”) in May 2024, which have a higher principal and interest rate as compared to our 2026 Notes that were redeemed in June 2024.
This strong demand from our customers as well as the lack of new supply of similar type vessels and the continued retirement of older vessels in the market have contributed to the increase in day rates discussed above, which we expect to continue into 2025.
This strong demand from our customers as well as the lack of new supply of similar type vessels and the continued retirement of older vessels in the market have contributed to the increase in day rates.
In the month we pay for the stored crude oil or petroleum products (or pay for extraction and processing activities in the case of alkali products), we borrow under our senior secured credit facility (or use cash on hand) to pay for the crude oil or petroleum products (or extraction/processing of alkali products), utilizing a portion of our operating cash flows.
In the month we pay for the stored crude oil, we borrow under our senior secured credit facility (or use cash on hand) to pay for the crude oil, utilizing a portion of our operating cash flows.
In connection with the sale of our Alkali Business, we also entered into the Second Amendment to the Seventh Amended and Restated Credit Agreement.
In connection with the sale of the Alkali Business, we also entered into the Second Amendment to the credit agreement.
Operating results for our marine transportation segment were as follows: Year Ended December 31, 2024 2023 Revenues (in thousands): Inland freight revenues $ 146,237 $ 129,023 Offshore freight revenues 107,935 113,990 Other rebill revenues (1) 67,444 84,451 Total segment revenues $ 321,616 $ 327,464 Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses (1) (196,613) (217,041) Segment Margin (in thousands) $ 125,003 $ 110,423 Fleet Utilization: (2) Inland Barge Utilization 98.8 % 100.0 % Offshore Barge Utilization 97.7 % 98.1 % (1) Under certain of our marine contracts, we “rebill” our customers for a portion of our operating costs.
The production from these wells impacted our results as they are molecules that we touch multiple times throughout our oil and natural gas pipeline infrastructure. 59 Table o f Contents Marine Transportation Segment Operating results for our marine transportation segment were as follows: Year Ended December 31, 2024 2023 Revenues (in thousands): Inland freight revenues $ 146,237 $ 129,023 Offshore freight revenues 107,935 113,990 Other rebill revenues (1) 67,444 84,451 Total segment revenues $ 321,616 $ 327,464 Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses (1) (196,613) (217,041) Segment Margin (in thousands) $ 125,003 $ 110,423 Fleet Utilization: (2) Inland Barge Utilization 98.8 % 100.0 % Offshore Barge Utilization 97.7 % 98.1 % (1) Under certain of our marine contracts, we “rebill” our customers for a portion of our operating costs.
Other Consolidated Results Net loss for the year ended December 31, 2024 included a net loss of $15.4 million associated with the following: (i) a net loss of $14.0 million associated with the tender fee and write-off of the related unamortized debt issuance costs and premium on our 2027 Notes that were tendered and redeemed; and (ii) a loss of $1.4 million from the write-off of the unamortized issuance costs associated with our 2026 Notes.
Other Consolidated Results Net Loss from Continuing Operations for the year ended December 31, 2024 included a net loss of $15.4 million associated with the following: (i) a net loss of $14.0 million associated with the tender fee and write-off of the related unamortized debt issuance costs and premium on the initial $575.0 million of our 2027 Notes that were tendered and redeemed in the year; and (ii) a loss of $1.4 million from the write-off of the unamortized issuance costs associated with the redemption of our 6.250% senior unsecured notes due May 15, 2026 (the “2026 Notes”).
(2) One of our wholly-owned subsidiaries (GEL Offshore Pipeline, LLC, or “GOPL”) owns our undivided interest in the Eugene Island pipeline system. 67 Table of Contents (3) Volumes are the product of our effective ownership interest throughout the year multiplied by the relevant throughput over the given year.
(2) One of our wholly-owned subsidiaries, GOPL, owns our undivided interest in the Eugene Island pipeline system. (3) Volumes are the product of our effective ownership interest throughout the year multiplied by the relevant throughput over the given year.
On December 19, 2024, we issued $600.0 million in aggregate principal amount of our 2033 Notes. Interest payments are due May 15 and November 15 of each year with the initial interest payment due on May 15, 2025. The issuance of our 2033 Notes generated net proceeds of approximately $589.3 million, net of issuance costs incurred.
On December 19, 2024, we issued $600 million in aggregate principal amount of 8.000% senior unsecured notes due May 15, 2033 (the “2033 Notes”). Interest payments are due May 15 and November 15 of each year. The issuance of our 2033 Notes generated net proceeds of approximately $589.3 million, net of issuance costs incurred.
Through these assets we offer our customers a full suite of services, including the following as of December 31, 2024: • facilitating the transportation of crude oil from producers to refineries and from our terminals, as well as those owned by third parties, to refiners via pipelines; • shipping crude oil and refined products to and from producers and refiners via trucks and pipelines; • storing and blending of crude oil and intermediate and finished refined products; • purchasing/selling and/or transporting crude oil from the wellhead to markets for ultimate use in refining; • purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets; and • unloading railcars at our crude-by-rail terminals.
Through these assets we offer our customers a full suite of services, including the following as of December 31, 2025: • facilitating the transportation of crude oil and refined products from producers and from our terminals, as well as those owned by third parties, to refineries via pipelines and trucks; • purchasing/selling and/or transporting, storing, and blending crude oil from the wellhead to markets for ultimate use in refining; • purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers, storing, and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets; • unloading railcars at our crude-by-rail terminals; • providing sulfur removal services from crude oil processing operations at refining or petrochemical processing facilities; • operating storage and transportation assets in relation to our sulfur removal services; and • selling NaHS and caustic soda to large industrial and commercial companies.
We discuss certain of those costs in further detail below in our segment-by-segment analysis. Included below is additional detailed discussion of the results of our operations focusing on Segment Margin and other costs including general and administrative expenses, depreciation, depletion and amortization, impairment expense, interest expense, net, and income taxes.
Included below is additional detailed discussion of the results of our operations focusing on Segment Margin and other costs including general and administrative expenses, depreciation and amortization, impairment expense, interest expense, net, and income taxes.
These deposits also impact our operating cash flows as we borrow under our senior secured credit facility or use cash on hand to fund the deposits. As discussed above, we sold our Alkali Business on February 28, 2025. Net cash flows provided by our operating activities were $391.9 million and $521.1 million for 2024 and 2023, respectively.
These deposits also impact our operating cash flows as we borrow under our senior secured credit facility or use cash on hand to fund the deposits. Net cash flows provided by our operating activities were $252.8 million and $391.9 million for 2025 and 2024, respectively.
These amounts are included within “Other expense, net” on the Consolidated Statement of Operations. 72 Table of Contents Net income for the year ended December 31, 2023 included a loss of $4.6 million associated with the tender and write-off of the unamortized issuance costs associated with the 2024 Notes and 2025 Notes.
Net Income Continuing Operations for the year ended December 31, 2023 included a loss of $4.6 million associated with the tender and write-off of the unamortized issuance costs associated with the 2024 Notes and 2025 Notes, which is included within “Other expense” on the Consolidated Statement of Operations.
Expenditures for capital assets to grow the partnership distribution will depend on our access to debt and equity capital. We will look for opportunities to acquire assets from other parties that meet our criteria for stable cash flows. We continue to pursue a long term growth strategy that may require significant capital.
We will look for opportunities to acquire assets from other parties that meet our criteria for stable cash flows. We continue to pursue a long term growth strategy that may require significant capital.
Revenues, Costs and Expenses Our revenues for the year ended December 31, 2024 decreased $210.8 million, or 7%, from the year ended December 31, 2023, and our costs and expenses (excluding the impairment expense in 2024) decreased $137.5 million, or 5%, between the two periods, with a net decrease to operating income (excluding the impairment expense in 2024) of $73.3 million.
Revenues, Costs and Expenses Our revenues for the year ended December 31, 2025 decreased $30.4 million, or 2%, from the year ended December 31, 2024, and our costs and expenses (excluding the impairment expense in 2024) decreased $75.7 million, or 5%, between the two periods, with a net increase to operating income (excluding the impairment expense in 2024) of $45.3 million.
Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results.
Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. See “Non-GAAP Financial Measures” for further discussion surrounding total Segment Margin.
No assurance can be made that we will be able to raise necessary funds on satisfactory terms. 77 Table of Contents At December 31, 2024, we had $291.0 million borrowed under our senior secured credit facility, with $12.2 million of the borrowed amount designated as a loan under the inventory sublimit.
No assurance can be made that we will be able to raise necessary funds on satisfactory terms. At December 31, 2025, we had $6.4 million borrowed under our senior secured credit facility, with $28.1 million designated as a loan under the inventory sublimit.
We received cash of approximately $1.039 billion, which reflects the net proceeds after the assumption of our outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd, amongst other purchase price adjustments.
The sale generated proceeds of approximately $1.0 billion, which reflects the net proceeds after the assumption of $413.4 million of our then outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd, and other purchase price adjustments.
Our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations focus on integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large reservoir, long-lived crude oil and natural gas properties.
We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of America through our offshore pipeline transportation segment, which focuses on providing a suite of services to integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large-reservoir, long-lived crude oil and natural gas properties located primarily in offshore Texas, Louisiana and Mississippi.
Included in Management’s Discussion and Analysis are the following sections: • Overview of 2024 Results • Recent Developments and Initiatives • Results of Operations • Other Consolidated Results • Financial Measures • Liquidity and Capital Resources • Guarantor Summarized Financial Information • Critical Accounting Estimates Overview of 2024 Results We reported Net Loss Attributable to Genesis Energy, L.P. of $63.9 million in 2024 compared to Net Income Attributable to Genesis Energy, L.P. of $117.7 million in 2023.
Included in Management’s Discussion and Analysis are the following sections: • Overview of 2025 Results • Recent Developments and Initiatives • Results of Operations • Other Consolidated Results • Financial Measures • Liquidity and Capital Resources • Guarantor Summarized Financial Information • Critical Accounting Estimates Overview of 2025 Results We reported Net Income from Continuing Operations of $30.5 million in 2025 compared to Net Loss from Continuing Operations of $50.8 million in 2024.
See “Non-GAAP Financial Measures” for further discussion surrounding total Segment Margin. 66 Table of Contents The contribution of each of our segments to total Segment Margin in each of the last three years was as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Offshore pipeline transportation $ 332,786 $ 406,672 $ 363,373 Soda and sulfur services 183,486 282,014 306,718 Marine Transportation 125,003 110,423 66,209 Onshore facilities and transportation 31,768 27,953 33,755 Total Segment Margin $ 673,043 $ 827,062 $ 770,055 Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 Offshore Pipeline Transportation Segment Operating results and volumetric data for our offshore pipeline transportation segment are presented below: Year Ended December 31, 2024 2023 (in thousands) Offshore crude oil pipeline revenue, net to our ownership interest and excluding non-cash revenues $ 289,035 $ 329,560 Offshore natural gas pipeline revenue, excluding non-cash revenues 53,342 59,408 Offshore pipeline operating costs, net to our ownership interest and excluding non-cash expenses (89,118) (70,879) Distributions from equity investments (1) 79,527 88,583 Offshore pipeline transportation Segment Margin $ 332,786 $ 406,672 Volumetric Data 100% basis: Crude oil pipelines (average Bbls/day unless otherwise noted): CHOPS 286,160 274,527 Poseidon 278,347 306,182 Odyssey 67,810 59,535 GOPL (2) 1,605 2,622 Total crude oil offshore pipelines 633,922 642,866 Natural gas transportation volumes (MMBtus/day) 385,330 401,976 Volumetric Data net to our ownership interest (3) : Crude oil pipelines (average Bbls/day unless otherwise noted): CHOPS 183,142 175,697 Poseidon 178,142 195,956 Odyssey 19,665 17,265 GOPL (2) 1,605 2,622 Total crude oil offshore pipelines 382,554 391,540 Natural gas transportation volumes (MMBtus/day) 108,194 113,848 (1) Offshore pipeline transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting in 2024 and 2023, respectively.
These amounts are included within “Other expense” on the Consolidated Statement of Operations. 58 Table o f Contents Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 Offshore Pipeline Transportation Segment Operating results and volumetric data for our offshore pipeline transportation segment are presented below: Year Ended December 31, 2024 2023 (in thousands) Offshore crude oil pipeline revenue, net to our ownership interest and excluding non-cash revenues $ 289,035 $ 329,560 Offshore natural gas pipeline revenue, excluding non-cash revenues 53,342 59,408 Offshore pipeline operating costs, net to our ownership interest and excluding non-cash expenses (89,118) (70,879) Distributions from equity investments (1) 79,527 88,583 Offshore pipeline transportation Segment Margin $ 332,786 $ 406,672 Volumetric Data 100% basis: Crude oil pipelines (average Bbls/day unless otherwise noted): CHOPS 286,160 274,527 Poseidon 278,347 306,182 Odyssey 67,810 59,535 GOPL (2) 1,605 2,622 Total crude oil offshore pipelines 633,922 642,866 Natural gas transportation volumes (MMBtus/day) 385,330 401,976 Volumetric Data net to our ownership interest (3) : Crude oil pipelines (average Bbls/day unless otherwise noted): CHOPS 183,142 175,697 Poseidon 178,142 195,956 Odyssey 19,665 17,265 GOPL (2) 1,605 2,622 Total crude oil offshore pipelines 382,554 391,540 Natural gas transportation volumes (MMBtus/day) 108,194 113,848 (1) Offshore pipeline transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting in 2024 and 2023, respectively.
(2) There are no noncontrolling interests held at the Issuer or Guarantor Subsidiaries for the period presented. (3) Excluded from revenues in the table above are $3.1 million of sales from Guarantor Subsidiaries to non-Guarantor Subsidiaries for the year ended December 31, 2024. Critical Accounting Estimates The preparation of our consolidated financial statements in conformity with U.S.
(3) Excluded from revenues in the table above are $3.0 million of sales from Guarantor Subsidiaries to non-Guarantor Subsidiaries for the year ended December 31, 2025. Critical Accounting Estimates The preparation of our consolidated financial statements in conformity with U.S.
A more detailed discussion of our segment results and other costs is included below in “Results of Operations.” 63 Table of Contents Distributions to Unitholders On February 14, 2025, we paid a distribution of $0.165 per common unit related to the fourth quarter of 2024.
A more detailed discussion of our segment results and other costs is included below in “Results of Operations.” Distributions to Unitholders On February 13, 2026, we paid a distribution of $0.18 per common unit related to the fourth quarter of 2025. This represents a 9% increase in the quarterly distribution to common unitholders from the previous quarter.
See “Financial Measures” below for additional information on Available Cash before Reserves. Segment Margin was $673.0 million in 2024, a decrease of $154.0 million as compared to 2023. We currently manage our businesses through four divisions that constitute our reportable segments - offshore pipeline transportation, soda and sulfur services, marine transportation and onshore facilities and transportation.
See “Financial Measures” below for additional information on Available Cash before Reserves. Segment Margin was $577.9 million in 2025, an increase of $48.7 million, or 9%, as compared to 2024. We currently manage our businesses through three divisions that constitute our reportable segments - offshore pipeline transportation, marine transportation and onshore transportation and services.
This increase was partially offset by higher capitalized interest during 2024 as a result of our increased capital expenditures associated with our offshore growth capital construction projects during the year. Income tax expense A portion of our operations are owned by wholly-owned corporate subsidiaries that are taxable as corporations.
This increase was partially offset by higher capitalized interest during 2024 as a result of our increased capital expenditures associated with our offshore growth capital construction projects during the year.
Despite crude oil being considered a somewhat homogeneous commodity, many refiners are very particular about the quality of crude oil feedstock they process. Many U.S. refineries have distinct configurations and product slates that require crude oil with specific characteristics, such as gravity, sulfur content and metals content. The refineries evaluate the costs to obtain, transport and process their preferred feedstocks.
Many U.S. refineries have distinct configurations and product slates that require crude oil with specific characteristics, such as gravity, sulfur content and metals content. The refineries evaluate the costs to obtain, transport and process their preferred feedstocks.
Applicable only to Available Cash before Reserves Certain transaction costs 60 105 Other (5,912) 3,076 Total Select Items, net (4) $ 16,930 $ 102,272 (1) Represents the difference in timing of cash receipts from customers during the period and the revenue we recognize in accordance with GAAP on our related contracts.
Applicable only to Available Cash before Reserves Certain transaction costs 26,957 60 Other 782 (5,911) Total Select Items, net (4) $ 23,837 $ 23,287 64 Table o f Contents (1) Represents the difference in timing of cash receipts from customers during the period and the revenue we recognize in accordance with GAAP on our related contracts.
Our general partner executed an amendment to our partnership agreement in connection therewith, which, among other things, authorized and established the rights and preferences of our Class A Convertible Preferred Units.
Our general partner executed an amendment to our partnership agreement in connection therewith, which, among other things, authorized and established the rights and preferences of our Class A Convertible Preferred Units. Our Class A Convertible Preferred Units are senior to all of our currently outstanding classes or series of limited partner interests with respect to distribution and/or liquidation rights.
(2) 2024 includes a net loss of $14.0 million associated with the tender fee and write-off of the related unamortized debt issuance costs and premium on our 2027 Notes that were tendered and redeemed and a loss of $1.4 million from the write-off of the unamortized issuance costs associated with our 2026 Notes that were redeemed during the year. 2023 includes the write-off of the unamortized issuance costs and tender premium fees associated with the repurchase and extinguishment of our 2024 Notes and 2025 Notes.
(2) 2025 includes a loss of $8.9 million associated with the redemption premium and the write-off of the related unamortized debt issuance costs and premium on the remaining $406.2 million of 2027 Notes that were redeemed in 2025 and a net loss of $0.8 million associated with the write-off of unamortized credit facility issuance costs as a result of the Second Amendment to the credit agreement. 2024 includes a net loss of $14.0 million associated with the tender fee and write-off of the related unamortized debt issuance costs and premium on the initial $575.0 million of our 2027 Notes that were tendered and redeemed in 2024 and a loss of $1.4 million from the write-off of the unamortized issuance costs associated with our 2026 Notes that were redeemed during the year.
On August 8, 2023, we announced the “Repurchase Program.” In an effort to return capital to our investors, the Repurchase Program authorizes the repurchase from time to time of up to 10% of our then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements.
The Repurchase Program authorizes the repurchase from time to time of up to 10% 67 Table o f Contents of our then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements.
The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (GAAP).
Our non-GAAP measures may not be comparable to similarly titled measures of other companies because such measures may include or exclude other specified items. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (GAAP).
Interest expense, net Year Ended December 31, 2024 2023 (in thousands) Interest expense, senior secured credit facility (including commitment fees) $ 28,001 $ 22,389 Interest expense, Alkali senior secured notes 24,712 24,969 Interest expense, senior unsecured notes 269,841 231,006 Amortization of debt issuance costs, premium and discount 11,864 9,543 Capitalized interest (47,183) (43,244) Interest expense, net $ 287,235 $ 244,663 Interest expense, net increased $42.6 million between 2024 and 2023 primarily due to an increase in interest associated with our senior unsecured notes and senior secured credit facility.
Interest expense, net Year Ended December 31, 2024 2023 (in thousands) Interest expense, senior secured credit facility (including commitment fees), net $ 28,150 $ 22,528 Interest expense, senior unsecured notes 269,841 231,006 Amortization of debt issuance costs, premium and discount 11,067 8,775 Capitalized interest (47,183) (43,244) Interest expense, net $ 261,875 $ 219,065 62 Table o f Contents Interest expense, net increased $42.8 million, or 20%, between 2024 and 2023 primarily due to an increase in interest associated with our senior unsecured notes and senior secured credit facility.
We anticipate that our future internally-generated funds and the funds available under our senior secured credit facility will allow us to meet our ordinary course capital needs.
In addition, we have $788.6 million of borrowing capacity available under our senior secured credit facility, subject to compliance with covenants in the credit agreement. We anticipate that our future internally-generated funds and the funds available under our senior secured credit facility will allow us to meet our ordinary course capital needs.
Applicable to all Non-GAAP Measures (in thousands) Differences in timing of cash receipts for certain contractual arrangements (1) $ (601) $ 56,341 Certain non-cash items: Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value (7,837) 36,688 Loss on debt extinguishment (2) 15,367 4,627 Adjustment regarding equity investees (3) 23,461 24,635 Other (7,608) (23,200) Sub-total Select Items, net 22,782 99,091 II.
Applicable to all Non-GAAP Measures (in thousands) Differences in timing of cash receipts for certain contractual arrangements (1) $ (19,897) $ (601) Certain non-cash items: Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value (117) 80 Loss on debt extinguishment (2) 9,779 15,367 Adjustment regarding equity investees (3) 21,909 23,461 Other (15,576) (9,169) Sub-total Select Items, net (3,902) 29,138 II.
(4) Represents Select Items applicable to Adjusted EBITDA and Available Cash before Reserves. 74 Table of Contents Disclosure Format Relating to Maintenance Capital We use a modified format relating to maintenance capital requirements because our maintenance capital expenditures vary materially in nature (discretionary vs. non-discretionary), timing and amount from time to time.
Disclosure Format Relating to Maintenance Capital We use a modified format relating to maintenance capital requirements because our maintenance capital expenditures vary materially in nature (discretionary vs. non-discretionary), timing and amount from time to time.
At December 31, 2024, our long-term debt totaled approximately $4.2 billion, consisting of $291.0 million outstanding under our senior secured credit facility (including $12.2 million borrowed under the inventory sublimit tranche), $3,485.6 million of senior unsecured notes, and $413.4 million of Alkali senior secured notes (of which $13.1 million is current), which are secured by the ORRI Interests.
At December 31, 2025, our long-term debt totaled approximately $3.1 billion, consisting of $6.4 million outstanding under our senior secured credit facility (including $28.1 million borrowed under the inventory sublimit tranche) and $3,079.4 million of senior unsecured notes.
The issuance of our 2032 Notes generated net proceeds of approximately $688 million, net of issuance costs incurred. The net proceeds were used to redeem all of our existing 2026 Notes, $339.3 million in principal amount of which were outstanding, and pay the related accrued interest.
The net proceeds were used to redeem all of our existing 6.25% senior unsecured notes due May 15, 2026 (the “2026 Notes”), $339.3 million in principal amount of which were outstanding, and pay the related accrued interest.
We believe the following are important to meet our objectives: • New and increased volumes on our existing offshore assets in the Gulf of America through long-term contracted commercial opportunities that require minimal to no additional investment from us, including continued in-field and sub-sea tieback opportunities as a result of the continued investment by the offshore producing community. • New incremental volumes from long-term contracted offshore commercial opportunities in the Gulf of America, including the Shenandoah development, which will tie into our SYNC Pipeline and further downstream to our CHOPS Pipeline, and the Salamanca FPS, which will tie into our existing SEKCO Pipeline for further transportation downstream to our Poseidon Pipeline.
We believe the following have been and are important to meet our objectives: • The completion of our major growth capital spending program during 2025, which included the construction and connection of our SYNC Pipeline and the expansion of our existing CHOPS Pipeline. • An increase in volumes from long-term contracted offshore commercial opportunities in the Gulf of America, including volumes from the Shenandoah development, which saw first production in the third quarter of 2025 and ties into our SYNC Pipeline and further downstream to our CHOPS Pipeline, and volumes from the Salamanca FPS, which also saw first production in the third quarter of 2025 and ties into our existing SEKCO Pipeline for further transportation downstream on our Poseidon Pipeline. • New and incremental volumes from continued in-field and sub-sea tieback opportunities as a result of the continued investment by the offshore producing community.
(3) Represents the net effect of adding distributions from equity investees and deducting earnings of equity investees net to us.
(3) Represents the net effect of adding distributions from equity investees and deducting earnings of equity investees net to us. (4) Represents Select Items applicable to Adjusted EBITDA and Available Cash before Reserves.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+2 added−8 removed2 unchanged
Biggest changeObligations under our senior secured credit facility bear interest at the Term SOFR rate or alternate base rate (which approximates the prime rate), at our option, plus the applicable margin. We have not historically hedged our interest rates. On December 31, 2024, we had $291.0 million of debt outstanding under our senior secured credit facility.
Biggest changeInterest Rate Risk We are also exposed to market risks due to the floating interest rates on our senior secured credit facility. Obligations under our senior secured credit facility bear interest at the Term SOFR rate or alternate base rate (which approximates the prime rate), at our option, plus the applicable margin. We have not historically hedged our interest rates.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk We are exposed to various market risks, including (i) commodity price risk, (ii) fuel and freight price risk and (iii) interest rate risk. We use various derivative instruments primarily to manage commodity price risk and fuel and freight price risk.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk We are exposed to various market risks, including commodity price risk and interest rate risk. We use various derivative instruments primarily to manage commodity price risk.
Notional amounts in barrels (“Bbl”), MMBtu, gallons (“Gal”), or metric tons (“MT”), the weighted average contract price, total contract amount and total fair value amount in U.S. dollars of our open positions are presented below. Fair values were determined by using the notional amount in barrels, MMBtu, gallons, or metric tons multiplied by the December 31, 2024 quoted market prices.
Notional amounts in barrels (“Bbl”) and the weighted average contract price, total contract amount and total fair value amount in U.S. dollars of our open positions are presented below. Fair values were determined by using the notional amount in barrels multiplied by the December 31, 2025 quoted market prices.
The following discussion addresses each risk: • Crude Oil and Petroleum Products — We utilize crude oil and petroleum product derivatives to hedge commodity price risk, including crude oil, fuel oil and other petroleum products, inherent in our onshore facilities and transportation segment. Our objectives for these derivatives include hedging fixed price purchase and sales, crude inventories, and basis differentials.
The following discussion addresses each risk: • Crude Oil — We utilize crude oil derivatives to hedge commodity price risk, inherent in our onshore transportation and services segment. Our objectives for these derivatives include hedging fixed price purchase and sales, crude inventories, and basis differentials. We manage these exposures with various instruments including futures, options and swap contracts.
We use exchange-traded or over-the-counter futures, swaps and options to hedge fluctuations in the fuel price. The accounting treatment for our derivatives is discussed further in Note 19 to our Consolidated Financial Statements in Item 8. 88 Table of Contents The table below presents information about our open derivative contracts at December 31, 2024.
The accounting treatment for our derivatives is discussed further in Note 19 to our Consolidated Financial Statements in Item 8. 76 Table o f Contents The table below presents information about our open derivative contracts at December 31, 2025.
We manage these exposures with various instruments including exchange-traded futures, options and swap contracts. Our risk management policies are designed to monitor our physical volumes, grades and delivery schedules to ensure our hedging activities address the market risks inherent in our gathering and marketing activities.
Our risk management policies are designed to monitor our physical volumes, grades and delivery schedules to ensure our hedging activities address the market risks inherent in our gathering and marketing activities. As of December 31, 2025 we had entered into derivative instruments that will settle between February 2026 and December 2026.
A 10% change in the Term SOFR rate would have resulted in an immaterial impact to Net loss for the year ended December 31, 2024. Item 8. Financial Statements and Supplementary Data The information required hereunder is included in this report as set forth in the “Index to Consolidated Financial Statements.” Item 9.
Financial Statements and Supplementary Data The information required hereunder is included in this report as set forth in the “Index to Consolidated Financial Statements.” Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Removed
As of December 31, 2024 we had entered into derivative instruments that will settle between January 2025 and June 2025. The below derivative instruments relate to our Alkali Business, which was sold on February 28, 2025.
Added
Unit of Measure for Volume Contract Volumes (in 000’s) Unit of Measure for Price Weighted Average Market Price Contract Value (in 000’s) Mark-to Market Change (in 000’s) Settlement Value (in 000’s) Futures and Swap Contracts Sell (Short) Contracts: Crude Oil Bbl 178 Bbl $ 58.06 $ 10,334 $ (137) $ 10,197 Crude Oil Spread Swap Bbl 50 Bbl $ 0.49 $ 25 $ (51) $ (26) Option Contracts Written Contracts: Crude Oil Bbl 40 Bbl $ 0.05 $ 22 $ (8) $ 14 We manage our risks of volatility in NaOH prices by indexing prices for the sale of NaHS to the market price for NaOH in most of our contracts.
Removed
In connection with the sale, we terminated the related outstanding hedges. • Natural Gas — We utilize natural gas derivatives to hedge commodity price risk inherent in our Alkali Business. Our objectives for these derivatives include hedging anticipated purchases of natural gas used by our Alkali Business to generate heat and power for operations.
Added
On December 31, 2025, we had $6.4 million of debt outstanding under our senior secured credit facility. A 10% change in the Term SOFR rate would have resulted in an immaterial impact to Net Income from Continuing Operations for the year ended December 31, 2025. Item 8.
Removed
We manage these exposures with a combination of commodity price swap contracts, futures and option contracts. • Forward Freight Hedges — ANSAC is exposed to fluctuations in freight rates for vessels used to transport soda ash to our international customers. We use exchange-traded or over-the-counter futures, swaps and options to hedge future freight rates for forecasted shipments.
Removed
As of December 31, 2024 we did not have any open derivative positions related to vessel freight. • Bunker Fuel Hedges — ANSAC is exposed to fluctuations in the price of bunker fuel consumed by vessels used to transport soda ash to our international customers.
Removed
We use exchange-traded or over-the-counter futures, swaps and options to hedge bunker fuel prices for forecasted shipments. • Rail Fuel Surcharge Hedges — ANSAC enters into rail transport agreements that require us to pay rail fuel surcharges based on changes in the U.S. On-Highway Diesel Fuel Price published by the U.S. Department of Energy (“DOE”).
Removed
Unit of Measure for Volume Contract Volumes (in 000’s) Unit of Measure for Price Weighted Average Market Price Contract Value (in 000’s) Mark-to Market Change (in 000’s) Settlement Value (in 000’s) Futures and Swap Contracts Sell (Short) Contracts: Crude Oil Bbl 262 Bbl $ 69.31 $ 18,158 $ 572 $ 18,730 Crude Oil Basis Differentials Bbl 165 Bbl $ (1.34) $ (221) $ 247 $ 26 Natural Gas MMBtu 1,470 MMBtu $ 3.20 $ 4,705 $ 501 $ 5,206 Buy (Long) Contracts: Crude Oil Bbl 44 Bbl $ 69.75 $ 3,069 $ 86 $ 3,155 Natural Gas MMBtu 9,180 MMBtu $ 3.31 $ 30,406 $ 1,789 $ 32,195 Crude Oil Basis Differentials Bbl 75 Bbl $ (0.99) $ (74) $ 104 $ 30 Natural Gas Swaps MMBtu 11,619 MMBtu $ 0.45 $ 5,196 $ (5,761) $ (565) Bunker Fuel MT 78 MT $ 520.60 $ 40,606 $ (396) $ 40,210 Option Contracts Written Contracts: Natural Gas MMBtu 630 MMBtu $ 0.17 $ 110 $ (56) $ 54 Purchased Contracts: Diesel Gal 1,800 Gal $ 0.17 $ 310 $ (261) $ 49 Natural Gas MMBtu 330 MMBtu $ 0.03 $ 9 $ (6) $ 3 We manage our risks of volatility in NaOH prices by indexing prices for the sale of NaHS to the market price for NaOH in most of our contracts.
Removed
Given the competitive advantages associated with our naturally produced soda ash as previously discussed (relative to that which is synthetically produced), we believe this somewhat mitigates market risk within our Alkali Business. Interest Rate Risk We are also exposed to market risks due to the floating interest rates on our senior secured credit facility.
Removed
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.

Other GEL 10-K year-over-year comparisons