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GLOBAL PARTNERS LP

GLOBAL PARTNERS LPGLPEarnings & Financial Report

NYSE · Energy · Wholesale-Petroleum Bulk Stations & Terminals

Global Partners LP is an American energy supply company ranked 361 in the 2018 Fortune 500. The company is organized as a master limited partnership, and its operations focus on the importing of petroleum products and marketing them in North America. It wholesales products like crude oil, diesel oil, gasoline, heating oil and kerosene.

What changed in GLOBAL PARTNERS LP's 10-K — 2024 vs 2025

Top changes in GLOBAL PARTNERS LP's 2025 10-K

328 paragraphs added · 332 removed · 279 edited across 5 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

120 edited+24 added−23 removed333 unchanged
The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things: ● competition from other companies that sell refined petroleum products, gasoline blendstocks, renewable fuels and crude oil and convenience store items and sundries; ● demand for refined petroleum products, gasoline blendstocks, renewable fuels and crude oil in the markets we serve; ● absolute price levels, as well as the volatility of prices, of refined petroleum products, gasoline blendstocks, renewable fuels, RINs and crude oil in both the spot and futures markets; ● supply, extreme weather and logistics disruptions; 23 Table of Contents ● seasonal variation in temperatures which affects demand for home heating oil and residual oil to the extent that it is used for space heating; ● the level of our operating costs, including payments to our general partner; and ● prevailing economic conditions.
The amount of cash we can distribute on our units principally 23 Table of Contents depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things: ● competition from other companies that sell refined petroleum products, gasoline blendstocks, renewable fuels and crude oil and convenience store items and sundries; ● demand for refined petroleum products, gasoline blendstocks, renewable fuels and crude oil in the markets we serve; ● absolute price levels, as well as the volatility of prices, of refined petroleum products, gasoline blendstocks, renewable fuels, RINs and crude oil in both the spot and futures markets; ● supply, extreme weather and logistics disruptions; ● seasonal variation in temperatures which affects demand for home heating oil and residual oil to the extent that it is used for space heating; ● the level of our operating costs, including payments to our general partner; and ● prevailing economic conditions.
For example, our credit agreement restricts our ability to: ● grant liens; ● make certain loans or investments; ● incur additional indebtedness or guarantee other indebtedness; ● make any material change to the nature of our businesses or undergo a fundamental change; ● make any material dispositions; ● acquire another company; 29 Table of Contents ● enter into a merger, consolidation, sale-leaseback transaction, joint venture transaction or purchase of assets; ● make distributions if any potential default or event of default occurs; or ● modify borrowing base components and advance rates.
For example, our credit agreement restricts our ability to: ● grant liens; ● make certain loans or investments; ● incur additional indebtedness or guarantee other indebtedness; 29 Table of Contents ● make any material change to the nature of our businesses or undergo a fundamental change; ● make any material dispositions; ● acquire another company; ● enter into a merger, consolidation, sale-leaseback transaction, joint venture transaction or purchase of assets; ● make distributions if any potential default or event of default occurs; or ● modify borrowing base components and advance rates.
Factors that could lead to a decrease in market demand for products we sell, including refined petroleum products, gasoline blendstocks, renewable fuels and crude oil, include: ● a recession or other adverse economic conditions or an increase in the market price or of an oversupply of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil or higher taxes or other governmental or regulatory actions, such as the imposition of tariffs, that increase, directly or indirectly, the cost of gasoline or other refined petroleum products, gasoline blendstocks, renewable fuels and crude oil; ● a shift by consumers to more fuel-efficient or alternative fuel vehicles, including hybrids, or an increase in fuel economy of vehicles, whether as a result of technological advances by manufacturers, governmental or regulatory actions or otherwise; and ● conversion from consumption of home heating oil or residual oil to natural gas and/or electric heat pumps and utilization of propane and/or natural gas (instead of heating oil) as primary fuel sources.
Factors that could lead to a decrease in market demand for products we sell, including refined petroleum products, gasoline blendstocks, renewable fuels and crude oil, include: ● adverse economic conditions or an increase in the market price of, or an oversupply of, refined petroleum products, gasoline blendstocks, renewable fuels and crude oil or higher taxes or other governmental or regulatory actions, such as the imposition of tariffs, that increase, directly or indirectly, the cost of gasoline or other refined petroleum products, gasoline blendstocks, renewable fuels and crude oil; ● a shift by consumers to more fuel-efficient or alternative fuel vehicles, including hybrids, or an increase in fuel economy of vehicles, whether as a result of technological advances by manufacturers, governmental or regulatory actions or otherwise; and ● conversion from consumption of home heating oil or residual oil to natural gas and/or electric heat pumps and utilization of propane and/or natural gas (instead of heating oil) as primary fuel sources.
Finally, public statements with respect to certain matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, have been subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential benefits.
Finally, certain public statements with respect to sustainability matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, have been subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential benefits.
Additionally, our partnership agreement provides that we, and the officers and directors of our general partner, do not owe any duties, including fiduciary duties, or have any liabilities to holders of our preferred units. ● Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and reserves, each of which can affect the amount of cash available for distribution to our unitholders. 45 Table of Contents ● Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces distributable cash flow, or a capital expenditure for acquisitions or capital improvements, which does not, and such determination can affect the amount of cash distributed to our unitholders. ● In some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions. ● Our general partner determines which costs incurred by it and its affiliates are reimbursable by us. ● Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf. ● Our general partner intends to limit its liability regarding our contractual and other obligations. ● Our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units. ● Our general partner controls the enforcement of obligations owed to us by it and its affiliates. ● Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
Additionally, our partnership agreement provides that we, and the officers and directors of our general partner, do not owe any duties, including fiduciary duties, or have any liabilities to holders of our preferred units. ● Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and reserves, each of which can affect the amount of cash available for distribution to our unitholders. ● Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces distributable cash flow, or a capital expenditure for acquisitions or capital improvements, which does not, and such determination can affect the amount of cash distributed to our unitholders. ● In some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions. ● Our general partner determines which costs incurred by it and its affiliates are reimbursable by us. ● Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf. ● Our general partner intends to limit its liability regarding our contractual and other obligations. ● Our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units. ● Our general partner controls the enforcement of obligations owed to us by it and its affiliates. ● Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
Such increased costs could result in reduced demand for refined petroleum products and some customers switching to alternative sources of fuel which could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. Climate change continues to attract considerable public and scientific attention.
Such increased costs could result in reduced demand for refined petroleum products and some customers switching to alternative sources of fuel, which could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. Climate change continues to attract public and scientific attention.
Examples include the exercise of its limited call right, its voting rights with respect to the units it owns, its registration rights and its determination whether or not to consent to any merger or consolidation of us; ● provides that our general partner shall not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decision was in our best interests; ● generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and 46 Table of Contents ● provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct.
Examples include the exercise of its limited call right, its voting rights with respect to the units it owns, its registration rights and its determination whether or not to consent to any merger or consolidation of us; ● provides that our general partner shall not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decision was in our best interests; ● generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and ● provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct.
Further, any actual or perceived failure to comply with any new or existing laws, regulations and other obligations could result in fines, penalties or other liability. We have providers that may incorporate generative artificial intelligence and other similar artificial intelligence tools into their offerings, and these providers may not meet regulatory or industry standards.
Further, any actual or perceived failure to comply with any new or existing laws, regulations and other obligations could result in fines, penalties or other liability. We have providers that may incorporate generative artificial intelligence and other similar artificial intelligence tools and systems into their offerings, and these providers may not meet regulatory or industry standards.
At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation. We currently own assets and conduct business in several states that impose a margin or franchise tax. In the future, we may expand our operations.
At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation. We own assets and conduct business in several states that impose a margin or franchise tax. In the future, we may expand our operations.
Any such transactions involves potential risks, including: ● performance from the acquired assets and businesses or completed growth projects that is below the forecasts we used in evaluating the transaction; 24 Table of Contents ● mistaken assumptions about price, demand, market growth, volumes, revenues and costs, including synergies; ● a project that is behind schedule or in excess of budgeted costs; ● a significant increase in our indebtedness and working capital requirements; ● an inability to hire, train or retain qualified personnel to manage and operate the businesses or assets; ● the inability to timely and effectively integrate the operations of recently acquired businesses or assets, particularly those in new geographic areas or in new lines of business; ● mistaken assumptions about the overall costs of equity or debt; ● the assumption of substantial unknown or unforeseen environmental and other liabilities arising out of the acquired businesses or assets, including liabilities arising from the operation of the acquired businesses or assets prior to our acquisition, for which we are not indemnified or for which the indemnity is inadequate; ● limitations on rights to indemnity from the seller of the acquired assets and businesses; ● customer or key employee loss from the acquired businesses; ● unforeseen difficulties operating in new and existing product areas or new and existing geographic areas; and ● diversion of our management’s and employees’ attention from other business concerns.
Any such transactions involves potential risks, including: ● performance from the acquired assets and businesses or completed growth projects that is below the forecasts we used in evaluating the transaction; ● mistaken assumptions about price, demand, market growth, volumes, revenues and costs, including synergies; ● a project that is behind schedule or in excess of budgeted costs; ● a significant increase in our indebtedness and working capital requirements; ● an inability to hire, train or retain qualified personnel to manage and operate the businesses or assets; ● the inability to timely and effectively integrate the operations of recently acquired businesses or assets, particularly those in new geographic areas or in new lines of business; ● mistaken assumptions about the overall costs of equity or debt; ● the assumption of substantial unknown or unforeseen environmental and other liabilities arising out of the acquired businesses or assets, including liabilities arising from the operation of the acquired businesses or assets prior to our acquisition, for which we are not indemnified or for which the indemnity is inadequate; ● limitations on rights to indemnity from the seller of the acquired assets and businesses; ● customer or key employee loss from the acquired businesses; ● unforeseen difficulties operating in new and existing product areas or new and existing geographic areas; and ● diversion of our management’s and employees’ attention from other business concerns.
If the Internal Revenue Service, or IRS, were to treat us as a corporation for U.S. federal income tax purposes, or we become subject to entity level taxation for state tax purposes, our cash available for distribution to our unitholders would be substantially reduced.
If the Internal Revenue Service, or IRS, were to treat us as a corporation for U.S. federal income tax purposes, or we become subject to entity level taxation for state tax purposes, our cash available for distribution to our common unitholders would be substantially reduced.
A decline in demand for the products we sell could result in a decrease in the utilization of our transportation assets. Certain costs associated with our contractual obligations for certain transportation assets, such as barges and railcars, are fixed and do not vary with volumes transported.
We have contractual obligations for certain transportation assets such as barges and railcars. A decline in demand for the products we sell could result in a decrease in the utilization of our transportation assets. Certain costs associated with our contractual obligations for certain transportation assets, such as barges and railcars, are fixed and do not vary with volumes transported.
These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunication services, physical and electronic loss of data, cybersecurity and other security breaches and computer viruses.
These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunication services, physical and electronic loss of data, cybersecurity and other security breaches, computer viruses and computer malware.
A number of new legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive.
A number of legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive.
If any of those effects were to occur in areas where our facilities are located, they could have an adverse effect on our assets and operations. For further information, please read Part I, Items 1. and 2. “Business and Properties—Regulation—Climate Change.” 1 Increasing attention to environmental, social and governance (“ESG”) matters may impact our business.
If any of those effects were to occur in areas where our facilities are located, they could have an adverse effect on our assets and operations. For further information, please read Part I, Items 1. and 2. “Business and Properties—Regulation—Climate Change.” 1 Increased attention to environmental, social and governance (“ESG”) matters may impact our business.
In addition, any noncompliance with our risk management policies could result in significant financial losses. ● We are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of 22 Table of Contents our businesses. ● Higher prices, new technology and alternative fuels, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, energy efficiency and changing consumer preferences or driving habits could reduce demand for our products. ● We depend upon marine, pipeline, rail and truck transportation services for the petroleum products we purchase and sell.
In addition, any noncompliance with our risk management policies could result in significant financial losses. ● We are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of our businesses. ● Higher prices, new technology and alternative fuels, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, energy efficiency and changing consumer preferences or driving habits could reduce demand for our products. ● We depend upon marine, pipeline, rail and truck transportation services for the petroleum products we purchase and sell.
This attention has also resulted in increased political risks, including climate change related pledges made by certain candidates for public office. These have included promises to curtail oil and gas operations on federal land, such as through the cessation of leasing federal land for hydrocarbon development.
This attention has also resulted in increased political risks, including climate change related pledges made by certain candidates for, or holders of, public office. These have included promises to curtail oil and gas operations on federal land, such as through the cessation of leasing federal land for hydrocarbon development.
Increasing attention to, and social expectations on, companies to address climate change and other environmental and social impacts, investor and societal explanations regarding voluntary ESG disclosures, and increased consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our unit price and access to capital markets.
Increased attention to, and social expectations on, companies to address climate change and other environmental and social impacts, investor and societal explanations regarding ESG disclosures, and increased consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our unit price and access to capital markets.
The derailments of trains transporting such products in North America have caused various regulatory agencies and industry organizations, as well as federal, state and municipal governments, to focus attention on transportation by rail of flammable materials. Additional measures have been taken in both the United States and Canada to regulate the transportation of these products.
The derailments of trains transporting such products in North America have caused various regulatory agencies and industry organizations, as well as federal, state and municipal governments, to focus attention on transportation by rail of certain materials. Additional measures have been taken in both the United States and Canada to regulate the transportation of these products.
Despite the fact that we are organized as a limited partnership under Delaware law, we would be treated as a corporation for U.S. federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations and current Treasury Regulations, we believe we satisfy the qualifying income requirement.
Despite the fact that we are organized as a limited partnership under Delaware law, we will be treated as a corporation for U.S. federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations and current Treasury Regulations, we believe we satisfy the qualifying income requirement.
In addition, employees who are not currently represented by labor unions may seek representation in the future, and any renegotiation of collective bargaining agreements may result in terms that are less favorable to us. 44 Table of Contents If we fail to maintain an effective system of internal controls, then we may not be able to accurately report our financial results or prevent fraud.
In addition, employees who are not currently represented by labor unions may seek representation in the future, and any renegotiation of collective bargaining agreements may result in terms that are less favorable to us. If we fail to maintain an effective system of internal controls, then we may not be able to accurately report our financial results or prevent fraud.
The following summarizes certain of these risks: ● We may not have sufficient cash from operations to enable us to pay distributions on our Series B preferred units (“preferred units”) or maintain distributions on our common units at current levels. ● A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. · Tariffs could significantly impact our operations and costs, adversely affecting our business. ● Certain of our financial results are subject to seasonality. · The condition of credit markets may adversely affect our liquidity. ● Covenants and borrowing base limitations included in our debt instruments and our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. ● Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions.
The following summarizes certain of these risks: ● We may not have sufficient cash from operations to enable us to pay distributions on our Series B preferred units (“preferred units”) or maintain distributions on our common units at current levels. ● A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. 22 Table of Contents · Tariffs and other controls on imports and exports could significantly impact our operations and costs, adversely affecting our business. ● Certain of our financial results are subject to seasonality. · The condition of credit markets may adversely affect our liquidity. ● Covenants and borrowing base limitations included in our debt instruments and our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. ● Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions.
If these lease and terminalling agreements are not renewed or we are unable to renew them at rates and on terms and conditions 36 Table of Contents satisfactory us or we are otherwise unable to replace such dedicated storage as may be needed, it could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
If these lease and terminalling agreements are not renewed or we are unable to renew them at rates and on terms and conditions satisfactory to us or we are otherwise unable to replace such dedicated storage as may be needed, it could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
Imposition of a similar tax on us in other jurisdictions that we may expand to could substantially reduce our cash available for distribution to our unitholders. The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations thereof, possibly applied on a retroactive basis.
Imposition of a similar tax on us in other jurisdictions that we may expand to could substantially reduce our cash available for distribution to our unitholders. 51 Table of Contents The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations thereof, possibly applied on a retroactive basis.
The Act and any new regulations could significantly increase the cost of derivative contracts (including from swap recordkeeping and reporting requirements and through requirements to post collateral which could adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce 31 Table of Contents the availability of some derivatives to protect against risks we encounter and reduce our ability to monetize or restructure our existing derivative contracts.
The Act and any new regulations could significantly increase the cost of derivative contracts (including from swap recordkeeping and reporting requirements and through requirements to post collateral which could adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce the availability of some derivatives to protect against risks we encounter and reduce our ability to monetize or restructure our existing derivative contracts.
Any such access, disclosure or other loss of information or loss of access to information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption of our operations, damage to our reputation, and loss of confidence in our ability to supply our products and services or maintain the 43 Table of Contents security of information we collect and store, which could adversely affect our business.
Any such access, disclosure or other loss of information or loss of access to information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption of our operations, damage to our reputation, and loss of confidence in our ability to supply our products and services or maintain the security of information we collect and store, which could adversely affect our business.
If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our unitholders might be substantially reduced and our 52 Table of Contents current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders’ behalf.
If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders’ behalf.
Any subsequent refinancing of our current debt or any new debt could have similar restrictions. For more information regarding our credit agreement and indentures, please read Part II, Item 7, “Management’s Discussion and 30 Table of Contents Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreement” and Note 9 of Notes to Consolidated Financial Statements.
Any subsequent refinancing of our current debt or any new debt could have similar restrictions. For more information regarding our credit agreement and indentures, please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreement” and Note 9 of Notes to Consolidated Financial Statements.
Although the litigation is varied, many such suits allege that oil and gas companies have 39 Table of Contents created public nuisances by producing fuels that contribute to climate change or allege that the companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose those impacts to their investors and customers.
Although the litigation is varied, many such suits allege that oil and gas companies have created public nuisances by producing fuels that contribute to climate change or allege that the companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose those impacts to their investors and customers.
Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management. 49 Table of Contents Cost reimbursements due to our general partner and its affiliates will reduce cash available for distribution to our unitholders.
Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management. Cost reimbursements due to our general partner and its affiliates will reduce cash available for distribution to our unitholders.
With the implementation of the final aggregation rules and upon the effectiveness of the final CFTC position limits rule, our ability to execute our hedging strategies described above could be limited. The full impact of the Act and related regulatory requirements upon our businesses will not be known until all of the related regulations are implemented.
With the implementation of the final aggregation rules and upon the effectiveness of the final CFTC position limits rule, our ability to execute our hedging strategies described above could be limited. 31 Table of Contents The full impact of the Act and related regulatory requirements upon our businesses will not be known until all of the related regulations are implemented.
These factors could materially affect the sale of this product mix which in turn could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. 35 Table of Contents Our financial condition, results of operations, and cash available for distribution to our unitholders may be adversely affected by global and national health concerns.
These factors could materially affect the sale of this product mix which in turn could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. Our financial condition, results of operations, and cash available for distribution to our unitholders may be adversely affected by global and national health concerns.
Our partnership agreement contains provisions that reduce the standards to which our general partner would otherwise be held by state fiduciary duty law. Our partnership agreement provides that we, and the officers and directors of our general partner, do not owe any duties, including fiduciary duties, or have any liabilities to holders of our preferred units.
Our partnership agreement contains provisions that reduce the standards to which our general partner would otherwise be held by state fiduciary duty law. Our partnership agreement provides that we, and the officers and directors 46 Table of Contents of our general partner, do not owe any duties, including fiduciary duties, or have any liabilities to holders of our preferred units.
Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our units may be unrelated business taxable income and may be taxable to them. Tax-exempt entities should consult a tax advisor before investing in our common units. 53 Table of Contents Non-U.S.
Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our units may be unrelated business taxable income and may be taxable to them. Tax-exempt entities should consult a tax advisor before investing in our common units. Non-U.S.
We may not be able to effect any of these remedies on satisfactory terms or at all. 28 Table of Contents A significant increase in interest rates could adversely affect our ability to service our indebtedness. The interest rates on our credit agreement are variable; therefore, we have exposure to movements in interest rates.
We may not be able to effect any of these remedies on satisfactory terms or at all. A significant increase in interest rates could adversely affect our ability to service our indebtedness. The interest rates on our credit agreement are variable; therefore, we have exposure to movements in interest rates.
Please read “—Certain members of the Slifka family and their affiliates may engage in activities that compete directly with us.” ● Neither our partnership agreement nor any other agreement requires owners of our general partner to pursue a business strategy that favors us.
Please read “—Certain members of the Slifka family and their affiliates may engage in activities that compete directly with us.” 45 Table of Contents ● Neither our partnership agreement nor any other agreement requires owners of our general partner to pursue a business strategy that favors us.
As described above, such switching or conversion could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. Erosion of the value of major gasoline brands could adversely affect our gasoline sales and customer traffic.
As described above, such switching or conversion could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. 33 Table of Contents Erosion of the value of major gasoline brands could adversely affect our gasoline sales and customer traffic.
Purchasers of units who become limited partners are liable for the obligations of the transferring limited partner to make contributions to us that are known to the purchaser of units at the time it became a limited partner and for unknown obligations if the liabilities could be determined from the partnership agreement.
Purchasers of units who become limited partners are liable for the obligations of the transferring limited partner to make contributions to us that are known to the purchaser of units at the time it became a limited partner and for unknown obligations if the liabilities 50 Table of Contents could be determined from the partnership agreement.
There can be no assurance that there will not be further changes to U.S. federal 51 Table of Contents income tax laws or the Treasury Department’s interpretation of the qualifying income rules in a manner that could impact our ability to qualify as a partnership in the future.
There can be no assurance that there will not be further changes to U.S. federal income tax laws or the Treasury Department’s interpretation of the qualifying income rules in a manner that could impact our ability to qualify as a partnership in the future.
Furthermore, retaliatory tariffs by other countries could further negatively impact our ability to source products at competitive prices. Certain of our operating costs and expenses are fixed and do not vary with the volumes we store and distribute.
Furthermore, retaliatory tariffs by other countries could further negatively impact our ability to source products at competitive prices. 26 Table of Contents Certain of our operating costs and expenses are fixed and do not vary with the volumes we store and distribute.
If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities, essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations, or cash flows.
If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities, essential to our operations and could have a material adverse effect on our 42 Table of Contents reputation, financial position, results of operations, or cash flows.
Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for our products and additional governmental investigations and private litigation against us.
Increased attention to climate change and environmental conservation, for example, may result in demand shifts for our products and additional governmental investigations and private litigation against us.
Additionally, we may receive pressure from investors, lenders, or other groups to adopt more aggressive climate or other ESG-related goals, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles.
Additionally, we may receive pressure from investors, lenders, or other stakeholders to adopt more aggressive climate or other ESG-related goals or commitments, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles.
In the ordinary course of our business, in our data centers and on our networks, we collect and store sensitive data including, without limitation, our proprietary business information and that of our customers, suppliers and business partners, information with respect to potential ventures and transactions, and personally identifiable information of our employees, customers and business partners.
In the ordinary course of our business, in our data centers and on our networks, we collect and store sensitive data including, without limitation, our proprietary business information and that of our customers, suppliers and business 43 Table of Contents partners, information with respect to potential ventures and transactions, and personally identifiable information of our employees, customers and business partners.
As a result, unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units.
As a 49 Table of Contents result, unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units.
We have the ability to incur additional debt, including the capacity to borrow up to $1.55 billion under our credit agreement, subject to limitations in our credit agreement.
We have the ability to incur additional debt, including the capacity to borrow up to $1.50 billion under our credit agreement, subject to limitations in our credit agreement.
In addition, we could experience a tightening of trade credit from our suppliers. Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. As of December 31, 2024, our total debt, including amounts outstanding under our credit agreement and senior notes, was approximately $1.58 billion.
In addition, we could experience a tightening of trade credit from our suppliers. Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. As of December 31, 2025, our total debt, including amounts outstanding under our credit agreement and senior notes, was approximately $1.56 billion.
For example, our credit agreement and the indentures limits our ability to pay distributions upon the occurrence of the following events, among others: ● failure to pay any principal, interest, fees or other amounts when due; ● failure to perform or otherwise comply with the covenants in the credit agreement, the indentures or in other loan documents to which we are a borrower; and ● a bankruptcy or insolvency event involving us, our general partner or any of our subsidiaries.
For example, our credit agreement and the indentures limit our ability to pay distributions upon the occurrence of the following events, among others: ● failure to pay any principal, interest, fees or other amounts when due; ● failure to perform or otherwise comply with the covenants in the credit agreement, the indentures or in other loan documents to which we are a borrower; and 30 Table of Contents ● a bankruptcy or insolvency event involving us, our general partner or any of our subsidiaries.
Rule 144 under the Securities Act provides that after a 48 Table of Contents holding period of six months, non-affiliates may resell restricted securities of reporting companies, provided that current public information for the reporting company is available.
Rule 144 under the Securities Act provides that after a holding period of six months, non-affiliates may resell restricted securities of reporting companies, provided that current public information for the reporting company is available.
Also, increasing regulations related to and restricting the sale of flavored tobacco products, e-cigarettes and vapor products may offset some of the gains we have experienced from selling these types of products.
Also, increasing regulations related to and restricting the sale of flavored tobacco products, e-cigarettes and vapor products may offset some of the gains we have experienced from selling these types of 35 Table of Contents products.
We are allowed to issue additional preferred units and parity securities without any vote of the holders of our preferred units, except where the cumulative distributions on our preferred units or any parity securities are in arrears.
We are allowed to 47 Table of Contents issue additional preferred units and parity securities without any vote of the holders of our preferred units, except where the cumulative distributions on our preferred units or any parity securities are in arrears.
Private parties, including the owners of properties located near our terminal facilities and those with whom we do business, also may have the right to pursue legal actions against us to enforce compliance with environmental laws, as well as seek damages for personal injury or property damage.
Private parties, including the owners of properties located near our terminal facilities and those with whom we do business, also may have the right to pursue legal actions against us to enforce compliance with environmental laws, as well as seek damages for personal injury or property damage. We may also be held liable for damages to natural resources.
These expenses include all costs incurred by the general partner and its affiliates in managing and operating us, including costs for rendering corporate staff and support services to us. We are managed and operated by directors and executive officers of our general partner. In addition, the majority of our operating personnel are employees of our general partner.
These expenses include all costs incurred by the general partner and its affiliates in managing and operating us, including costs for rendering corporate staff and support services to us. We are managed and operated by directors and executive officers of our general partner.
Unfavorable ESG ratings may lead to increased negative investor sentiment toward us or our customers and to the diversion of investment or other industries which could have a negative impact on our unit price and/ or our access to and costs of capital.
Unfavorable ESG ratings or recommendations may lead to increased negative investor sentiment toward us or our customers and to the diversion of investment or other industries which could have a negative impact on our unit price or our access to and 40 Table of Contents costs of capital.
As of December 31, 2024, we conducted substantially all of our operations of our end-user business through six subsidiaries that are treated as corporations for U.S. federal income tax purposes. These corporations primarily engage in the retail sale of gasoline and/or operate convenience stores and collect rents on personal property leased to dealers and commissioned agents at other stations.
We conduct substantially all of our operations of our end-user business through subsidiaries that are treated as corporations for U.S. federal income tax purposes. These corporations primarily engage in the retail sale of gasoline and/or operate convenience stores and collect rents on personal property leased to dealers and commissioned agents at other stations.
Any failure or interruption in our operational and information technology systems could have a negative impact on our operating results, cause our businesses and competitive position to suffer and damage our reputation. In the normal course of our businesses, we may obtain personal data, including payment-related information.
Any failure or interruption in our operational and information technology systems, or those of our third-party service providers, could have a negative impact on our operating results, cause our businesses and competitive position to suffer and damage our reputation. In the normal course of our businesses, we may obtain personal data, including payment-related information.
We primarily store gasoline and gasoline blendstocks, renewable fuels, crude oil and propane in underground and above ground storage tanks. Our operations are also subject to significant hazards and risks inherent in storing such products.
We primarily store gasoline and gasoline blendstocks, renewable fuels, crude oil and propane in underground and above ground storage tanks. Our operations are also subject to significant hazards and risks inherent in storing such 37 Table of Contents products.
Various governmental authorities, including the EPA, have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including fines, injunctions or both.
Various governmental authorities, including the EPA, have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, 38 Table of Contents including fines, injunctions or both.
Should we experience a reduction in our volumes stored, distributed and sold and in our logistics activities, such costs and expenses may not decrease ratably or at all. As a result, we may experience declines in our margins if volumes decrease. Tariffs could significantly impact our operations and costs, adversely affecting our business.
Should we experience a reduction in our volumes stored, distributed and sold and in our logistics activities, such costs and expenses may not decrease ratably or at all. As a result, we may experience declines in our margins if volumes decrease. Tariffs and other controls on imports and exports could significantly impact our operations and costs, adversely affecting our business.
If we do not pay the required distributions on our preferred units, we will be unable to pay distributions on our common units. Additionally, because 47 Table of Contents distributions to our preferred units are cumulative, we will have to pay all unpaid accumulated preferred distributions before we can pay any distributions to our common unitholders.
If we do not pay the required distributions on our preferred units, we will be unable to pay distributions on our common units. Additionally, because distributions to our preferred units are cumulative, we will have to pay all unpaid accumulated preferred distributions before we can pay any distributions to our common unitholders.
The CFTC’s aggregation rules are now in effect, though CFTC staff have granted relief—until August 12, 2025 or the effective date of any codifying rulemaking—from various conditions and requirements in the final aggregation rules.
The CFTC’s aggregation rules are now in effect, though CFTC staff have granted relief—until the effective date of any codifying rulemaking—from various conditions and requirements in the final aggregation rules.
These lease and terminalling agreements are subject to expiration at various times through 2028.
These lease and terminalling agreements are subject to expiration at various times through 2030.
Additionally, institutional lenders may decide not to provide funding for fossil fuel energy companies or the corresponding infrastructure projects 40 Table of Contents based on climate change related concerns, which could affect our access to capital for potential growth projects.
Additionally, certain institutional lenders may decide not to provide funding or insurance for fossil fuel energy companies or the corresponding infrastructure projects based on climate change related concerns, which could affect our access to capital for potential growth projects.
We are currently involved in two joint ventures accounted for using the equity method. We may not always be in complete alignment with our unaffiliated joint venture counterparties due to, for example, conflicting strategic objectives, change in control, change in market conditions or applicable laws, or other events.
We are involved in three joint ventures accounted for using the equity method. We may not always be in complete alignment with our unaffiliated joint venture counterparties due to, for example, conflicting strategic 25 Table of Contents objectives, change in control, change in market conditions or applicable laws, or other events.
Our level of indebtedness could have important consequences to us, including the following: ● our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms; ● covenants contained in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our businesses, including possible acquisition opportunities; ● we will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, business opportunities and distributions to unitholders; ● our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our businesses; ● our debt level may limit our flexibility in responding to changing businesses and economic conditions; and ● our debt may increase our cost of borrowing.
Our level of indebtedness could have important consequences to us, including the following: ● our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms; ● covenants contained in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our businesses, including possible acquisition opportunities; ● we will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, business opportunities and distributions to unitholders; ● our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our businesses; ● our debt level may limit our flexibility in responding to changing businesses and economic conditions; and ● our debt may increase our cost of borrowing. 28 Table of Contents Our ability to service our indebtedness depends upon, among other things, our financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
Our partnership agreement defines “Available Cash” to generally mean, for each fiscal quarter, all cash and cash equivalents on hand on the date of determination of available cash with respect to such quarter, less the amount of any cash reserves established by our general partner to: ● provide for the proper conduct of our businesses; ● comply with applicable law or the terms of any of our debt instruments or other agreements; or ● provide funds for distributions to holders of our common units and preferred units for any one or more of the next four quarters.
Our partnership agreement defines “Available Cash” to generally mean, for each fiscal quarter, all cash and cash equivalents on hand on the date of determination of available cash with respect to such quarter, less the amount of any cash reserves established by our general partner to: ● provide for the proper conduct of our businesses; ● comply with applicable law or the terms of any of our debt instruments or other agreements; or ● provide funds for distributions to holders of our common units and preferred units for any one or more of the next four quarters. 48 Table of Contents As a result, we do not expect to accumulate significant amounts of cash.
Although we expect that much of the income we earn is generally eligible for the 20% deduction for qualified publicly-traded partnership income for taxable years beginning before December 31, 2025, the Treasury Regulations provide that income attributable to a guaranteed payment for the use of capital is not eligible for the 20% deduction for qualified business income.
Although we expect that much of the income we earn is generally eligible for the 20% deduction for qualified publicly-traded partnership income, the Treasury Regulations provide that income attributable to a guaranteed payment for the use of capital is not eligible for the 20% deduction for qualified business income.
Future international, federal and state initiatives to control GHG emissions could result in increased costs associated with refined petroleum products consumption, such as costs to install additional controls to reduce GHG emissions or costs to purchase emissions reduction credits to comply with future emissions trading programs.
It is possible that future international, federal, and state initiatives to control GHG emissions could result in increased costs associated with refined petroleum products consumption, such as costs to install 39 Table of Contents additional controls to reduce GHG emissions or costs to purchase emissions reduction credits to comply with future emissions trading programs.
Our operational and information technology systems are an essential component of our businesses and growth strategies, and a serious disruption to our operational and information technology systems could significantly limit our ability to manage and operate our businesses effectively.
Our operational and information technology systems are an essential component of our businesses and growth strategies, and a serious disruption to our operational and information technology systems, including those of our third-party service providers, could significantly limit our ability to manage and operate our businesses effectively.
General political conditions, acts of war such as the conflicts in Ukraine and the Middle East, terrorism and instability in oil producing regions, particularly in the United States, Canada, Middle East, Russia, Africa and South America, could significantly impact crude oil supplies and crude oil and refined petroleum product costs.
General political conditions, acts of war or other conflicts such as the conflict in Ukraine and hostilities in the Middle East, terrorism and instability in oil producing 27 Table of Contents regions, particularly in the United States, Canada, Middle East, Russia, Africa and South America, including Venezuela, could significantly impact crude oil supplies and crude oil and refined petroleum product costs.
Relatedly, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions.
In addition, organizations that provide information, ratings or advisory services, to investors on corporate governance and related matters have developed processes for evaluating companies on their approach to ESG matters. Such ratings or recommendations are used by some investors to inform their investment decisions.
Additionally, our access to trade credit support could diminish and/or become more expensive. Our ability to continue to receive sufficient trade credit on commercially acceptable terms could be adversely affected by fluctuations in prices of petroleum products, renewable fuels and other products we sell or disruptions in the credit markets or for any 32 Table of Contents other reason.
Our ability to continue to receive sufficient trade credit on commercially acceptable terms could be adversely affected by fluctuations in prices of petroleum products, renewable fuels and other products we sell or disruptions in the credit markets or for any other reason.
Because a tax would be imposed upon us as a corporation, our cash available for distribution to our unitholders would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.
Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.
If the IRS makes audit 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 which case our cash available for distribution to our unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders’ behalf.
Moreover, the costs of any contest between us and the IRS will result in a reduction in our cash available for distribution to our unitholders and thus will be borne indirectly by our unitholders. 52 Table of Contents If the IRS makes audit 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 which case our cash available for distribution to our unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders’ behalf.
A significant change in any of these factors could materially impact our customers’ needs, motor fuel gallon volumes, gross profit and overall customer traffic, which in turn could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. 27 Table of Contents We have contractual obligations for certain transportation assets such as barges and railcars.
A significant change in any of these factors could materially impact our customers’ needs, motor fuel gallon volumes, gross profit and overall customer traffic, which in turn could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
“Business and Properties—Regulation.” Our assets and operations are subject to a series of risks arising from climate change. The threat of climate change continues to attract considerable attention. In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, while in office, President Biden made action on climate change a priority of his administration.
“Business and Properties—Regulation.” Our assets and operations are subject to a series of risks arising from climate change. The threat of climate change continues to attract attention. In the United States, no comprehensive climate change legislation has been implemented at the federal level.
In addition, it is possible federal legislation could be adopted in the future to restrict GHGs, as Congress has considered various proposals to reduce GHG emissions from time to time. Many states and regions have also adopted GHG initiatives.
Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation in the United States. In addition, it is possible federal legislation could be adopted in the future to restrict GHGs, as Congress has considered various proposals to reduce GHG emissions from time to time. Many states and regions have also adopted GHG initiatives.
Our unitholders will likely be required to file foreign, state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with those requirements.
Our unitholders will likely be required to file foreign, state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions.
Our businesses may be adversely affected by increased costs and liabilities resulting from such stricter laws and regulations. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance.
We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance.
We may also be 38 Table of Contents held liable for damages to natural resources. In recent years environmental interest groups have filed suit against companies in the energy industry related to climate change. Should such suits succeed, we could face additional compliance costs or litigation risks.
In recent years environmental interest groups have filed suit against companies in the energy industry related to climate change. Should such suits succeed, we could face additional compliance costs or litigation risks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The IR plan provides our executive officers and other members of our senior management team with the information needed to assess whether a cybersecurity incident materially affected or is reasonably likely to materially affect our business strategy, results of operations, or financial condition, and the need for public disclosure.
Our IR plan provides our executive officers and other members of our senior management team with the information needed to assess whether a cybersecurity incident materially affected or is reasonably likely to materially affect our business strategy, results of operations, or financial condition, and the need for public disclosure.
We also operate a threat hunting program to help us identify potential cybersecurity threats in our systems. We require all employees and contractors to participate in cybersecurity training designed to enhance their understanding of cybersecurity threats and their ability to identify and escalate potential incidents.
We also operate a threat hunting program to help us identify potential cybersecurity threats in our systems. We require all employees and certain contractors to participate in cybersecurity training designed to enhance their understanding of cybersecurity threats and their ability to identify and escalate potential incidents.
As part of our cybersecurity risk management program, we undertake ongoing cybersecurity risk assessments to help us detect, evaluate and respond to potential cybersecurity threats, including regular testing by our internal cyber operations team. Our vulnerability management program is designed to identify, assess, and remediate cybersecurity threats in our systems, such as through penetration testing.
As part of our cybersecurity risk management program, we undertake ongoing cybersecurity risk assessments to help us detect, evaluate and respond to cybersecurity threats, including regular testing by our internal cybersecurity operations team. Our vulnerability management program is designed to identify, assess, and remediate cybersecurity threats in our systems, such as through penetration testing.
We aim to test the IR plan at least annually to assess its operational effectiveness. We strive to conduct an annual “tabletop” exercise during which we simulate cybersecurity incidents to help us prepare for and respond to a cybersecurity incident and to identify areas for potential improvement.
We aim to test our IR plan at least annually to assess its operational effectiveness. We strive to conduct an annual “tabletop” exercise during which we simulate cybersecurity incidents to help us prepare for and respond to a cybersecurity incident and to identify areas for potential improvement.
Our information technology and operational technology disaster recovery program is designed to help maintain the continuity of critical business operations in the event of a disruptive cybersecurity incident through procedures for data recovery, system restoration, and business resumption. We engage third-party cybersecurity consultants to provide cybersecurity audits, targeted attack testing, cybersecurity threat intelligence and cybersecurity incident response services.
Our information technology and operational technology disaster recovery program is designed to help maintain the continuity of critical business operations in the event of a disruptive cybersecurity incident through procedures for data recovery, system restoration, and business resumption. We engage third-party cybersecurity service providers to conduct cybersecurity audits, targeted attack testing, cybersecurity threat intelligence and cybersecurity incident response services.
Impacts from Cybersecurity Threats As of the date of this report, though we and our service providers have experienced certain cybersecurity incidents, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Impacts from Cybersecurity Threats As of the date of this report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Our CISO reports to the Chief Information Officer (“CIO”) and regularly consults with our Chief Legal Officer (“CLO”) and other members of the legal team, as well as outside cybersecurity counsel, for strategic and operational input on risk management and compliance with applicable cybersecurity laws and regulations.
Our CISO reports to the CIO and regularly consults with our CLO and other members of the legal team, as well as outside cybersecurity counsel, for strategic and operational input on risk management and compliance with applicable cybersecurity laws and regulations.
These exercises are conducted in close coordination with members of our internal cybersecurity risk management team, our retained cybersecurity incident response consultants, outside cybersecurity counsel and internal technical, operations and insurance risk management, internal audit and legal personnel, as well as certain executive officers and members of the senior management team. 57 Table of Contents Governance We have an internal cybersecurity risk management team consisting of our cybersecurity operations team, cybersecurity engineering team and data privacy and data security compliance team that reports to our Chief Information Security Officer (“CISO”).
These exercises are conducted in close coordination with members of our internal cybersecurity risk management team, our retained cybersecurity incident response consultants, outside cybersecurity counsel and internal technical, operations and insurance risk management, internal audit and legal personnel, as well as certain executive officers and members of the senior management team. 57 Table of Contents Governance Our Board of Directors (the “Board”) oversees all cybersecurity risk management activities.
At least annually, the CISO, CIO and other members of the cybersecurity committee report to the Board on the state of our cybersecurity risk management program and current and emerging cybersecurity risks. The Board’s Audit Committee has been delegated strategic oversight of the cybersecurity committee and our cybersecurity risk management program, and is responsible for providing feedback, as needed.
The Board’s Audit Committee has been delegated strategic oversight of the Cybersecurity Committee (described below). At least annually, the Chief Information Security Officer (“CISO”), Chief Information Officer (“CIO”) and other members of our Cybersecurity Committee report to the Board on the state of our cybersecurity risk management program and current and emerging cybersecurity risks.
However, we acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity risk management program and governance structure, we cannot guarantee that a significant cyberattack will not occur. A successful attack on our operational and information technology or other business systems could have significant consequences to the business.
We and our service providers have, however, experienced certain cybersecurity events that were assessed as not material, However, we acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity risk management program and governance structure, we cannot guarantee that a significant cyberattack or other cybersecurity event will not occur.
Our cybersecurity committee also consults with internal and external cybersecurity and threat intelligence consultants and communicates with senior management about cybersecurity threats and resource needs for managing them. Our Board of Directors (the “Board”) oversees all cybersecurity risk management activities.
Our CISO and members of the internal cybersecurity risk management team also consult with internal and external cybersecurity and threat intelligence consultants and communicate with senior management about cybersecurity threats and resource needs for managing them.
We have a management-level cybersecurity committee that has primary responsibility for our overall cybersecurity risk management program and oversees our internal cybersecurity personnel and retained external cybersecurity consultants and applicable third-party service providers. The cybersecurity committee includes our Chief Financial Officer, CIO, CLO and our Director of Internal Audit.
Any cybersecurity incident deemed to have a moderate or higher business risk also is reported to the Board. We have a management-level Cybersecurity Committee that has primary responsibility for our overall cybersecurity risk management program. The Cybersecurity Committee oversees our internal cybersecurity personnel and retained external cybersecurity consultants and applicable third-party service providers.
Item 1C. Cybersecurity. Risk Management and Strategy ​ In the ordinary course of our business, we collect and store data, including sensitive data such as our proprietary business information and that of our customers, suppliers and business partners, information related to potential ventures and transactions, and personal information related to our employees, customers and business partners.
In the ordinary course of our business, we handle our business information as well as information about our customers, suppliers and business partners, including information related to potential new ventures and transactions, and personal information related to our employees, customers and business partners.
Our internal data privacy and data security team evaluates vendors that have access (directly or indirectly) to our data and/or systems to help us document and mitigate potential cybersecurity threats associated with our use of those vendors and the products and services they provide.
Our internal data privacy and data security team has processes to evaluate new third party technology service providers and periodically reassess certain providers that have or will have access (directly or indirectly) to our data and/or systems. These processes help us document and mitigate potential cybersecurity threats associated with our use of third-party technology service providers.
See “Part I, Item 1A, Risk Factors,” for additional information about the risks to our business associated with a breach or compromise to our information technology systems. Item 3. Legal Proceedings . The information required by this item is included in Note 24 of Notes to Consolidated Financial Statements and is incorporated herein by reference. Item 4.
A successful attack on our operational and information technology or other business systems could have significant consequences to the business. See “Part I, Item 1A, Risk Factors,” for additional information about the risks to our business associated with a breach or compromise to our information technology systems. 58 Table of Contents Item 3. Legal Proceedings .
Our business is dependent upon our computer systems, devices, software and networks (operational and information technology) to process the data necessary to conduct our business.
Our business is dependent upon operational and information technology to process the data necessary to conduct our business. This breadth and complexity of the technology necessary for our business continues to expand, increasing our reliance on third-party technology solutions, including cloud and artificial intelligence systems.
Leveraging their cybersecurity experience, knowledge of our company and leadership, our CISO plays an important role in both the strategic development and tactical execution of our cybersecurity risk management program.
With more than two decades of cybersecurity and information security experience, our CISO leads our cybersecurity risk management team and holds several accredited certifications, including CISSP, CISA, CISM, and CRISC Leveraging their cybersecurity experience, knowledge of our company and leadership, our CISO plays an important role in both the strategic development and tactical execution of our cybersecurity risk management program, Our CISO regularly meets with the Cybersecurity Committee to provide updates on cybersecurity threats, risk management activities and other issues related to preventing, detecting and mitigating cybersecurity incidents.
This team is responsible for identifying and managing cybersecurity threats and assessing and managing material risks from cybersecurity threats. With more than two decades of cybersecurity and information security experience, our CISO leads our cybersecurity risk management team and holds certifications including CISSP, CISA, CISM, and CRISC.
This team is responsible for identifying and managing cybersecurity threats and assessing and managing material risks from cybersecurity threats.
Removed
In addition, the breadth and complexity of the technologies we use continue to grow, including as a result of the use of mobile devices, cloud services, artificial intelligence, open-source software, social media and the increased reliance on devices connected to the internet.
Added
Item 1C. Cybersecurity. Risk Management and Strategy ​ Data and the systems through which we manage data are vital to our business.
Removed
We are committed to protecting the confidentiality and integrity of, and access to, our operational and information technology as well as the other systems used to conduct our business.
Added
The Cybersecurity Committee includes our Chief Financial Officer, Chief Legal Officer (“CLO”), CIO, Chief People Officer, Director of Internal Audit, and Vice President of Data Insights. Our internal cybersecurity risk management team consists of our cybersecurity operations team, cybersecurity engineering team and data privacy and data security compliance team that reports to our CISO.
Removed
These evaluations also include how these vendors may incorporate generative artificial intelligence and other similar artificial intelligence tools into their offerings.
Added
At least annually, the Cybersecurity Committee reports to the Board on the state of our cybersecurity risk management program and current and emerging cybersecurity risks.
Removed
Our CISO and members of the internal cybersecurity risk management team regularly meet with the cybersecurity committee to provide updates on cybersecurity threats, risk management activities and other issues related to preventing, detecting and mitigating cybersecurity incidents.
Added
The information required by this item is included in Note 23 of Notes to Consolidated Financial Statements and is incorporated herein by reference. Item 4. Mine Safety Disclosure s Not applicable. ​ 59 Table of Contents PART I I
Removed
Any cybersecurity incident deemed to have a moderate or higher business risk also is reported to the Board.
Removed
Mine Safety Disclosure s Not applicable. ​ 58 Table of Contents PART I I

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Distributions on the Series B Preferred Units are cumulative from March 24, 2021, the original issue date of the Series B Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series B Distribution Payment Date”), commencing on May 15, 2021, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series B Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose.
Distributions on the Series B Preferred Units are cumulative from March 24, 2021, the original issue date of the Series B Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of 60 Table of Contents each year (each, a “Series B Distribution Payment Date”), commencing on May 15, 2021, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series B Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose.
Market Information and Holders Our common units trade on the New York Stock Exchange (“NYSE”) under the symbol “GLP.” At the close of business on February 21, 2025, based upon information received from our transfer agent, we had 31 holders of record of our common units. The number of record holders does not include common units held in street name.
Market Information and Holders Our common units trade on the New York Stock Exchange (“NYSE”) under the symbol “GLP.” At the close of business on February 20, 2026, based upon information received from our transfer agent, we had 27 holders of record of our common units. The number of record holders does not include common units held in street name.
Since the repurchase program was implemented and through December 31, 2024, our general partner repurchased 1,530,566 common units pursuant to this repurchase program.
Since the repurchase program was implemented and through December 31, 2025, our general partner repurchased 1,734,658 common units pursuant to this repurchase program.
As of February 28, 2025, our general partner is authorized to acquire up to 1,070,021 of our common units in the aggregate over an extended period of time, consistent with the general partner’s obligations under the LTIP and employment agreements.
As of February 27, 2026, our general partner is authorized to acquire up to an additional 865,929 our common units in the aggregate over an extended period of time, consistent with the general partner’s obligations under the LTIP and employment agreements.
As holder of the incentive distribution rights, the general partner is entitled to incentive distributions if the amount we distribute with respect to any quarter exceeds specified target levels shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marginal Percentage ​ ​ Total Quarterly Distribution ​ Interest in Distributions ​ ​ Target Amount ​ Unitholders ​ General Partner First Target Distribution up to $0.4625 99.33 % 0.67 % Second Target Distribution above $0.4625 up to $0.5375 86.33 % 13.67 % Third Target Distribution above $0.5375 up to $0.6625 76.33 % 23.67 % Thereafter above $0.6625 51.33 % 48.67 % Series A Preferred Units On April 15, 2024 we redeemed all 2,760,000 of our Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) at a redemption price of $25.00 per unit, plus a $0.514275 per unit cash distribution for the period from February 15, 2024 through April 14, 2024 .
As holder of the incentive distribution rights, the general partner is entitled to incentive distributions if the amount we distribute with respect to any quarter exceeds specified target levels shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marginal Percentage ​ ​ Total Quarterly Distribution ​ Interest in Distributions ​ ​ Target Amount ​ Unitholders ​ General Partner First Target Distribution ​ ​ ​ up to $0.4625 ​ ​ ​ 99.33 % 0.67 % Second Target Distribution above $0.4625 up to $0.5375 86.33 % 13.67 % Third Target Distribution above $0.5375 up to $0.6625 76.33 % 23.67 % Thereafter above $0.6625 51.33 % 48.67 % Series B Preferred Units On March 24, 2021, we issued 3,000,000 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in us (the “Series B Preferred Units”) at a price of $25.00 per Series B Preferred Unit.
Equity Compensation Plan The equity compensation plan information required by Item 201(d) of Regulation S-K in response to this item is incorporated by reference from Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Compensation Plan Table.” Recent Sales of Unregistered Securities None. 60 Table of Contents Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Number (or ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate Dollar ​ ​ ​ ​ ​ ​ Units Purchased as ​ Value) of Units That May ​ ​ Total Number ​ Average ​ Part of Publicly ​ Yet Be Purchased ​ ​ Of Units ​ Price Paid ​ Announced Plans or ​ Under the Plans or Period ​ Purchased ​ Per Unit($) ​ Programs (1) ​ Programs (1) October 1 —October 31, 2024 — — — — ​ November 1—November 30, 2024 30,000 50.82 — 1,099,021 ​ December 1 —December 31, 2024 29,000 50.57 — 1,070,021 ​ ​ (1) In May 2009, the board of directors of our general partner authorized the repurchase of our common units for the purpose of meeting our general partner’s anticipated obligations to deliver common units under the Long-Term Incentive Plan (“LTIP”) and meeting the general partner’s obligations under existing employment agreements and other employment related obligations of the general partner.
Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Number (or ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate Dollar ​ ​ ​ ​ ​ ​ Units Purchased as ​ Value) of Units That May ​ ​ Total Number ​ Average ​ Part of Publicly ​ Yet Be Purchased ​ ​ Of Units ​ Price Paid ​ Announced Plans or ​ Under the Plans or Period ​ Purchased ​ Per Unit($) ​ Programs (1) ​ Programs (1) October 1—October 31, 2025 — — — — ​ November 1—November 30, 2025 26,797 42.86 — 899,681 ​ December 1 —December 31, 2025 33,752 43.63 — 865,929 ​ ​ (1) In May 2009, the board of directors of our general partner authorized the repurchase of our common units for the purpose of meeting our general partner’s anticipated obligations to deliver common units under the Long-Term Incentive Plan (“LTIP”) and meeting the general partner’s obligations under existing employment agreements and other employment related obligations of the general partner.
Removed
Effective April 15, 2024, the Series A Preferred Units are no longer outstanding.
Added
Equity Compensation Plan The equity compensation plan information required by Item 201(d) of Regulation S-K in response to this item is incorporated by reference from Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Compensation Plan Table.” Recent Sales of Unregistered Securities None.
Removed
Prior to the April 15, 2024 redemption of the Series A Preferred Units, distributions on the Series A Preferred 59 Table of Contents Units were cumulative from August 7, 2018, the original issue date of the Series A Preferred Units, and were payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series A Distribution Payment Date”), commencing on November 15, 2018, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series A Distribution Payment Date, in each case, when, as, and if declared by the general partner out of legally available funds for such purpose.
Removed
Distributions on the Series A Preferred Units were paid out of available cash with respect to the quarter immediately preceding the applicable Series A Distribution Payment Date.
Removed
Series B Preferred Units On March 24, 2021, we issued 3,000,000 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in us (the “Series B Preferred Units”) at a price of $25.00 per Series B Preferred Unit.

Item 7. Management's Discussion & Analysis

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

130 edited+20 added−20 removed135 unchanged
Events of default under the 2027 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2027 Notes, (ii) breach of our covenants under the 2027 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of ours or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.
Events of default under the 2029 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2029 Notes, (ii) breach of our covenants under the 2029 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of ours or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.
Events of default under the 2032 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, 81 Table of Contents on, the 2032 Notes, (ii) breach of our covenants under the 2032 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of our or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million. 6.875% Senior Notes Due 2029 On October 7, 2020, the Issuers issued $350.0 million aggregate principal amount of 6.875% senior notes due 2029 (the “2029 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act.
Events of default under the 2032 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2032 Notes, (ii) breach of our covenants under the 2032 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of our or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million. 6.875% Senior Notes Due 2029 On October 7, 2020, the Issuers issued $350.0 million aggregate principal amount of 6.875% senior notes due 2029 (the “2029 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act.
The credit agreement has an accordion feature whereby we may request on the same terms and conditions then applicable to the credit agreement, provided no Default (as defined in the credit agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.85 billion.
The credit agreement has an accordion feature whereby we may request on the same terms and conditions then applicable to the credit agreement, provided no Default (as defined in the credit agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.80 billion.
Any such request for an increase must be in a minimum amount of $25.0 million. We cannot provide assurance, however, that our lending group and/or other lenders outside our lending group will agree to fund any request by us for additional amounts in excess of the total available commitments of $1.55 billion.
Any such request for an increase must be in a minimum amount of $25.0 million. We cannot provide assurance, however, that our lending group and/or other lenders outside our lending group will agree to fund any request by us for additional amounts in excess of the total available commitments of $1.50 billion.
(2) Distributable cash flow and adjusted distributable cash flow are non-GAAP financial measures which are discussed above under “—Evaluating Our Results of Operations.” As defined by our partnership agreement, distributable cash flow is not adjusted for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.
(3) Distributable cash flow and adjusted distributable cash flow are non-GAAP financial measures which are discussed above under “—Evaluating Our Results of Operations.” As defined by our partnership agreement, distributable cash flow is not adjusted for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Goodwill is tested for impairment annually as of October 1 or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. All of our goodwill is allocated to the GDSO segment. During 2024 and 2023, we completed a quantitative assessment for the GDSO reporting unit.
Goodwill is tested for impairment annually as of October 1 or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. All of our goodwill is allocated to the GDSO segment. During 2025 and 2024, we completed a quantitative assessment for the GDSO reporting unit.
The respective income tax expense predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes. 75 Table of Contents Liquidity and Capital Resources Liquidity Our primary liquidity needs are to fund our working capital requirements, capital expenditures and distributions and to service our indebtedness.
The respective income tax expense predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes. 76 Table of Contents Liquidity and Capital Resources Liquidity Our primary liquidity needs are to fund our working capital requirements, capital expenditures and distributions and to service our indebtedness.
In addition, the credit agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $75.0 million and (b) the Aggregate WC Commitments (as defined in the credit agreement).
In addition, the credit agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $100.0 million and (b) the Aggregate WC Commitments (as defined in the credit agreement).
The credit agreement imposes financial covenants that require us to maintain certain minimum working capital amounts, a minimum combined interest coverage ratio, a maximum senior secured leverage ratio and a maximum total leverage ratio. We were in compliance with the foregoing covenants at December 31, 2024.
The credit agreement imposes financial covenants that require us to maintain certain minimum working capital amounts, a minimum combined interest coverage ratio, a maximum senior secured leverage ratio and a maximum total leverage ratio. We were in compliance with the foregoing covenants at December 31, 2025.
Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the 2027 Notes may declare the 2027 Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of ours that is a significant subsidiary or any group of our restricted subsidiaries that, taken together, would constitute a significant subsidiary of ours, will automatically cause the 2027 Notes to become due and payable.
Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the outstanding 2033 Notes may declare the 2033 Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of ours that is a significant subsidiary or any group of our restricted subsidiaries that, taken together, would constitute a significant subsidiary of ours, will automatically cause the outstanding 2033 Notes to become due and payable.
Financing Activities Net cash provided by financing activities was $233.8 million for 2024 and included $441.3 million in proceeds in connection with the issuance of the 2032 Notes and $212.7 million in net borrowings from our working capital revolving credit facility.
Net cash provided by financing activities was $233.8 million for 2024 and included $441.3 million in proceeds in connection with the issuance of our senior notes due 2032 and $212.7 million in net borrowings from our working capital revolving credit facility.
Swing line loans will bear interest at the Base Rate (as defined in the credit agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.55 billion.
Swing line loans will bear interest at the Base Rate (as defined in the credit agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.50 billion.
There were no Level 3 physical forward derivative contracts as of December 31, 2024 and 2023. Accounting for the fair value measurement of physical forward derivative instruments is complex given the judgmental nature of the assumptions used as inputs into the valuation models.
There were no Level 3 physical forward derivative contracts as of December 31, 2025 and 2024. Accounting for the fair value measurement of physical forward derivative instruments is complex given the judgmental nature of the assumptions used as inputs into the valuation models.
The holders of the 2027 Notes may require the Issuers to repurchase the 2027 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2027 Notes Indenture) at the prices and on the terms specified in the 2027 Notes Indenture.
The holders of the 2033 Notes may require the Issuers to repurchase the 2033 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2033 Notes Indenture) at the prices and on the terms specified in the 2033 Notes Indenture.
Product sales primarily include sales of unbranded and branded gasoline, distillates, residual oil, renewable fuels and crude oil, as well as convenience store and prepared food sales, gasoline station rental income and revenue generated from our logistics activities when we engage in the storage, transloading and shipment of products 68 Table of Contents owned by others.
Product sales primarily include sales of unbranded and branded gasoline, distillates, residual oil, renewable fuels and crude oil, as well as convenience store and prepared food sales, gasoline station rental income and revenue generated from our logistics activities when we engage in the storage, transloading and shipment of products owned by others.
We currently expect maintenance capital expenditures of approximately $60.0 million to $70.0 million and expansion capital expenditures, excluding acquisitions, of approximately $75.0 million to $85.0 million in 2025, relating primarily to investments in our gasoline station and terminal businesses.
We currently expect maintenance capital expenditures of approximately $60.0 million to $70.0 million and expansion capital expenditures, excluding acquisitions, of approximately $75.0 million to $85.0 million in 2026, relating primarily to investments in our gasoline station and terminal businesses.
The Issuers have the option to redeem the 2029 Notes, in whole or in part, at any time on or after January 15, 2025, at the redemption prices of 102.292% for the twelve-month period beginning on January 15, 2025, 101.146% for the twelve-month period beginning January 15, 2026, and 100% beginning on January 15, 2027 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption.
The Issuers have the option to redeem the 2029 Notes, in whole or in part, at any time on or after January 15, 2026, at the redemption prices of 101.146% for the twelve-month period beginning on January 15, 2026, and 100% beginning on January 15, 2027 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption.
If the subsequent actual results and updated projections of the 84 Table of Contents underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense.
If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense.
In addition, changes in blending requirements or broadening the definition of what constitutes a renewable fuel could affect the price of RINs which could impact the magnitude of the mark-to-market liability recorded for the deficiency, if any, in our RIN position relative to 67 Table of Contents our RVO at a point in time.
In addition, changes in blending requirements or broadening the definition of what constitutes a renewable fuel could affect the price of RINs which could impact the magnitude of the mark-to-market liability recorded for the deficiency, if any, in our RIN position relative to our RVO at a point in time.
See Note 4 of Notes to Consolidated Financial Statements for additional information. (4) Includes amounts related to our brand fee agreement, amounts related to our access right agreements and our deferred compensation obligation.
See Note 4 of Notes to Consolidated Financial Statements for additional information. (4) Includes amounts related to our brand fee agreement, amounts related to our access right agreements and our deferred compensation obligation and various service agreements.
As a result of such challenges, the anticipated benefits associated with our joint ventures may not be achieved and could negatively impact our results of operations. 65 Table of Contents ● The condition of credit markets may adversely affect our liquidity. In the past, world financial markets experienced a severe reduction in the availability of credit.
As a result of such challenges, the anticipated benefits associated with our joint ventures may not be achieved and could negatively impact our results of operations. ● The condition of credit markets may adversely affect our liquidity. In the past, world financial markets experienced a severe reduction in the availability of credit.
The 2027 Notes Indenture contains covenants that will limit our ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by our subsidiaries, create liens, sell assets or merge with other entities.
The 2033 Notes Indenture contains covenants that limit our ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by our subsidiaries, create liens, sell assets or merge with other entities.
Our inventory management is dependent on the use of hedging instruments which are managed based on the structure of the forward pricing curve. Daily market changes may impact periodic results due to the point-in-time valuation of these positions. Volatility in petroleum markets may impact our results.
Our inventory management 64 Table of Contents is dependent on the use of hedging instruments which are managed based on the structure of the forward pricing curve. Daily market changes may impact periodic results due to the point-in-time valuation of these positions. Volatility in petroleum markets may impact our results.
Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock 77 Table of Contents capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network.
Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network.
The 2027 Notes are guaranteed on a joint and several senior unsecured basis by each of the Issuers and the subsidiary guarantors to the extent set forth in the 2027 Notes Indenture.
The 2029 Notes are guaranteed on a joint and several senior unsecured basis by each of the Issuers and the subsidiary guarantors to the extent set forth in the 2029 Notes Indenture.
We may consummate transactions that we believe will be accretive but that ultimately may not be accretive. ● We may not be able to realize expected returns or other anticipated benefits associated with our joint ventures. We are currently involved in two joint ventures accounted for using the equity method.
We may consummate transactions that we believe will be accretive but that ultimately may not be accretive. ● We may not be able to realize expected returns or other anticipated benefits associated with our joint ventures. We are involved in three joint ventures accounted for using the equity method.
In addition, accidents, labor disputes between providers and their employees and labor renegotiations, including strikes, lockouts or a work stoppage, shortage of railcars, trucks and barges, mechanical difficulties or bottlenecks and disruptions in transportation logistics could also disrupt our business operations.
In addition, accidents, labor disputes between providers and their employees and labor renegotiations, including strikes, lockouts or a work stoppage, shortage of railcars, trucks and barges, mechanical difficulties or bottlenecks and disruptions in transportation logistics could also disrupt our 65 Table of Contents business operations.
Business Combinations Under the purchase method of accounting, we recognize tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We record any excess of the purchase price over the fair value of the net tangible and intangible assets acquired as goodwill.
Business Combinations Under the purchase method of accounting, we recognize tangible and identifiable intangible assets acquired and 85 Table of Contents liabilities assumed based on their estimated fair values. We record any excess of the purchase price over the fair value of the net tangible and intangible assets acquired as goodwill.
The credit agreement also includes certain baskets, including (i) a $25.0 million general secured indebtedness 80 Table of Contents basket, (ii) a $25.0 million general investment basket, (iii) a $75.0 million secured indebtedness basket to permit the borrowers to enter into a Contango Facility (as defined in the credit agreement), (iv) a Sale/Leaseback Transaction (as defined in the credit agreement) basket of $100.0 million, and (v) a basket of $150.0 million in an aggregate amount for the purchase of our common units, provided that, among other things, no Default exists or would occur immediately following such purchase(s).
The credit agreement also includes certain baskets, including (i) a $35.0 million general secured indebtedness basket, (ii) a $30.0 million general investment basket, (iii) a $100.0 million secured indebtedness basket to permit the borrowers to enter into a Contango Facility (as defined in the credit agreement), (iv) a Sale/Leaseback Transaction (as defined in the credit agreement) basket of $150.0 million, and (v) a basket of $150.0 million in an aggregate amount for the purchase of our common units, provided that, among other things, no Default exists or would occur immediately 81 Table of Contents following such purchase(s).
During the terms of these leases, which expire in May 2028 and September 2029, in lieu of recognizing lease expense for the lease rental payments, we incur interest expense associated with the financing obligation. Interest expense of approximately $8.6 million and $8.8 million was recorded for the years ended December 31, 2024 and 2023, respectively.
During the terms of these leases, which expire in May 2028 and September 2029, in lieu of recognizing lease expense for the lease rental payments, we incur interest expense associated with the financing obligation. Interest expense of $8.3 million and $8.6 million was recorded for the years ended December 31, 2025 and 2024, respectively.
During the term of the lease, which expires in June 2031, we incur interest expense associated with the financing obligation. Lease rental payments are recognized as both interest expense and a reduction of the principal balance associated with the financing obligation.
During the term of the lease, which expires in June 2031, we incur interest expense associated with the financing 84 Table of Contents obligation. Lease rental payments are recognized as both interest expense and a reduction of the principal balance associated with the financing obligation.
The average interest rates for the credit agreement were 7.4%, 7.2% and 3.7% for the years ended December 31, 2024, 2023 and 2022, respectively. The credit agreement provides for a letter of credit fee equal to the then applicable working capital rate or then applicable revolver rate per annum for each letter of credit issued.
The average interest rates for the credit agreement were 6.6%, 7.4% and 7.2% for the years ended December 31, 2025, 2024 and 2023, respectively. The credit agreement provides for a letter of credit fee equal to the then applicable working capital rate or then applicable revolver rate per annum for each letter of credit issued.
Also, increasing regulations related to and restricting the sale of flavored tobacco products, e-cigarettes and vapor products may offset some of the gains we have experienced from selling these types of products.
Also, increasing regulations related to and restricting the sale of flavored tobacco products, e-cigarettes and vapor products may offset some of the gains we have experienced from selling these types of 67 Table of Contents products.
Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and our proportionate share of EBITDA related to our joint ventures accounted for using the equity method.
Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and our proportionate share of EBITDA related to our joint venture, SPR, which is accounted for using the equity method .
In addition, we had other revenues of approximately $0.6 billion for the year ended December 31, 2024 from convenience store and prepared food sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.
In addition, we had other revenues of $0.5 billion for the year ended December 31, 2025 from convenience store and prepared food sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.
A reduction in our sales could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. ● Tariffs could significantly impact our operations and costs, adversely affecting our business.
A reduction in our sales could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. ● Tariffs and other controls on imports and exports could significantly impact our operations and costs, adversely affecting our business.
A number of new legal incentives and regulatory requirements, and executive 66 Table of Contents initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive.
A number of legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive.
Tariffs and other import duties on energy products that we trade internationally, the products we sell in our convenience stores or the equipment and materials we utilize in our operations could materially impact us. Our business may be adversely affected by increased costs resulting from such duties.
Tariffs and other duties and 66 Table of Contents controls on energy products that we trade internationally, the products we sell in our convenience stores or the equipment and materials we utilize in our operations could materially impact us. Our business may be adversely affected by increased costs resulting from such duties and controls.
The decrease in inventories is primarily due to the decrease in prices. 78 Table of Contents Investing Activities Net cash used in investing activities was $276.8 million for 2024 and included $215.1 million, mostly related to the acquisition of the Gulf Terminals, $103.3 million in capital expenditures, $19.1 million in expenditures associated with our equity method investments (see Note 17 of Notes to Consolidated Financial Statements) and $7.0 million in seller note issuances, net which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments.
Net cash used in investing activities was $276.8 million for 2024 and included $215.1 million, mostly related to the acquisition of terminals from Gulf Oil, $103.3 million in capital expenditures, $19.1 million in expenditures associated with our equity method investments (see Note 17 of Notes to Consolidated Financial Statements) and $7.0 million in seller note issuances, net which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments.
Adjusted distributable cash flow is distributable cash flow (as defined in our partnership agreement) further adjusted for our proportionate share of distributable cash flow related to our joint ventures accounted for using the equity method.
Adjusted distributable cash flow is distributable cash flow (as defined in our partnership agreement) further adjusted for our proportionate share of distributable cash flow related to our joint venture, SPR, which is accounted for using the equity method.
See Note 9 of Notes to Consolidated Financial Statement for supplemental cash flow information related to our working capital revolving credit facility and revolving credit facility for 2024 and 2023. Credit Agreement Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $1.55 billion senior secured credit facility.
See Note 9 of Notes to Consolidated Financial Statements for supplemental cash flow information related to our working capital revolving credit facility and revolving credit facility for 2025 and 2024. Credit Agreement Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $1.50 billion senior secured credit facility.
See Note 17 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of SPR or Everett. Overview We are a master limited partnership formed in March 2005.
See Note 17 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of our equity method investments. Overview We are a master limited partnership formed in March 2005.
EBITDA and Adjusted EBITDA EBITDA and adjusted EBITDA are non-GAAP financial measures used as supplemental financial measures by management and may be used by external users of our consolidated financial statements, such as investors, commercial banks and research analysts, to assess: ● our compliance with certain financial covenants included in our debt agreements; ● our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis; ● our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; ● our operating performance and return on invested capital as compared to those of other companies in the wholesale, marketing, storing and distribution of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, and in the gasoline stations and convenience stores business, without regard to financing methods and capital structure; and ● the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.
Gross Profit We define gross profit as our product margin minus terminal and gasoline station related depreciation expense allocated to cost of sales. 68 Table of Contents EBITDA and Adjusted EBITDA EBITDA and adjusted EBITDA are non-GAAP financial measures used as supplemental financial measures by management and may be used by external users of our consolidated financial statements, such as investors, commercial banks and research analysts, to assess: ● our compliance with certain financial covenants included in our debt agreements; ● our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis; ● our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; ● our operating performance and return on invested capital as compared to those of other companies in the wholesale, marketing, storing and distribution of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, and in the gasoline stations and convenience stores business, without regard to financing methods and capital structure; and ● the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.
Under this method, our share of income and losses is included in (loss) income from equity method investments in the accompanying consolidated statements of operations of Global Partners LP, and our investment balance in the joint ventures are included in equity method investments in the accompanying consolidated balance sheets of Global Partners LP.
Under this method, our share of income and losses, as applicable, is included in equity method investments in the accompanying consolidated statements of operations of Global Partners LP, and our investment balances in the joint ventures are included in equity method investments in the accompanying consolidated balance sheets of Global Partners LP.
This section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
During 2024, we paid the following cash distributions to holders of the Series B Preferred Units: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Distribution ​ Series B Preferred Units ​ Distribution Paid for the ​ Payment Date ​ Total Paid ​ Rate ​ Quarterly Period Covering ​ February 15, 2024 ​ $ 1.8 million ​ 9.50% 11/15/23 - 2/14/24 ​ May 15, 2024 ​ $ 1.8 million ​ 9.50% 2/15/24 - 5/14/24 ​ August 15, 2024 ​ $ 1.8 million ​ 9.50% 5/15/24 - 8/14/24 ​ November 15, 2024 ​ $ 1.8 million ​ 9.50% 8/15/24 - 11/14/24 ​ 76 Table of Contents In addition, on January 13, 2025, the board of directors of our general partner declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from November 15, 2024 through February 14, 2025 to our Series B preferred unitholders of record as of the opening of business on February 3, 2025.
During 2025, we paid the following cash distributions to holders of the Series B Preferred Units: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Distribution ​ Series B Preferred Units ​ Distribution Paid for the ​ Payment Date ​ Total Paid ​ Rate ​ Quarterly Period Covering ​ February 18, 2025 ​ $ 1.8 million ​ 9.50% 11/15/24 - 2/14/25 ​ May 15, 2025 ​ $ 1.8 million ​ 9.50% 2/15/25 - 5/14/25 ​ August 15, 2025 ​ $ 1.8 million ​ 9.50% 5/15/25 - 8/14/25 ​ November 17, 2025 ​ $ 1.8 million ​ 9.50% 8/15/25 - 11/14/25 ​ In addition, on January 12, 2026, the board of directors of our general partner declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from November 15, 2025 through February 14, 2026 to our Series B preferred unitholders of record as of the opening of business on February 2, 2026.
In addition, we incur a commitment fee on the unused portion of each facility under the credit agreement, ranging from 0.35% to 0.50% per annum. As of December 31, 2024, we had $229.5 million outstanding on the working capital revolving credit facility and $167.0 million outstanding on the revolving credit facility.
In addition, we incur a commitment fee on the unused portion of each facility under the credit agreement, ranging from 0.35% to 0.50% per annum. As of December 31, 2025, we had $226.1 million outstanding on the working capital revolving credit facility and $103.5 million outstanding on the revolving credit facility.
Our credit agreement has a contractual maturity of May 2, 2026 and no principal payments are required prior to that date. However, we repay amounts outstanding and reborrow funds based on our working capital requirements.
Our credit agreement has a contractual maturity of March 20, 2028 and no principal payments are required prior to that date. However, we repay amounts outstanding and reborrow funds based on our working capital requirements.
These contracts are considered Level 2 derivative instruments under the fair value hierarchy as inputs used to determine fair value are not quoted prices in active markets. As of December 31, 2024, derivative assets of $13.7 million and derivative liabilities of $6.1 million were recorded for physical forward derivative contracts based on Level 2 fair value measurements.
These contracts are considered Level 2 derivative instruments under the fair value hierarchy as inputs used to determine fair value are not quoted prices in active markets. As of December 31, 2025, derivative assets of $17.1 million and derivative liabilities of $4.5 million were recorded for physical forward derivative contracts based on Level 2 fair value measurements.
Our product margin from distillates and other oils was $110.4 million and $96.7 million for 2024 and 2023, respectively, an increase of $13.7 million, or 14%, primarily due to more favorable market conditions in distillates, offset by less favorable market conditions in residual oil. Results for Gasoline Distribution and Station Operations Segment Gasoline Distribution .
Our product margin from distillates and other oils was $116.1 million and $110.4 million for 2025 and 2024, respectively, an increase of $5.7 million, or 5%, primarily due to more favorable market conditions in distillates, offset by less favorable market conditions in residual oil. Results for Gasoline Distribution and Station Operations Segment Gasoline Distribution .
Distributable cash flow as used in our partnership agreement also determines our ability to make cash 69 Table of Contents distributions on our incentive distribution rights.
Distributable cash flow as used in our partnership agreement also determines our ability to make cash distributions on our incentive distribution rights.
Cash Distributions Common Units During 2024, we paid the following cash distributions to our common unitholders and our general partner: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution Paid for the ​ Cash Distribution Payment Date ​ Total Paid ​ Quarterly Period Ended ​ February 14, 2024 ​ $ 26.8 million Fourth quarter 2023 ​ May 15, 2024 ​ $ 27.5 million First quarter 2024 ​ August 14, 2024 ​ $ 28.2 million Second quarter 2024 ​ November 14, 2024 ​ $ 28.8 million Third quarter 2024 ​ ​ In addition, on January 29, 2025, the board of directors of our general partner declared a quarterly cash distribution of $0.7400 per unit ($2.96 per unit on an annualized basis) on our common units for the period from October 1, 2024 through December 31, 2024 to our common unitholders of record as of the close of business on February 10, 2025.
Cash Distributions Common Units During 2025, we paid the following cash distributions to our common unitholders and our general partner: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution Paid for the ​ Cash Distribution Payment Date ​ Total Paid ​ Quarterly Period Ended ​ February 14, 2025 ​ $ 29.5 million Fourth quarter 2024 ​ May 15, 2025 ​ $ 29.8 million First quarter 2025 ​ August 14, 2025 ​ $ 30.1 million Second quarter 2025 ​ November 14, 2025 ​ $ 30.5 million Third quarter 2025 ​ ​ In addition, on January 30, 2026, the board of directors of our general partner declared a quarterly cash distribution of $0.7600 per unit ($3.04 per unit on an annualized basis) on our common units for the period from October 1, 2025 through December 31, 2025 to our common unitholders of record as of the close of business on February 9, 2026.
(Loss) Income from Equity Method Investments ​ (Loss) income from equity method investments was ($1.5 million) and $2.5 million for 2024 and 2023, respectively, representing our proportional share of loss (income) from our equity method investments in our joint ventures with SPR and Everett. See Note 17 of Notes to Consolidated Financial Statements for information on our equity method investments.
Income (Loss) from Equity Method Investments Income (loss) from equity method investments was $4.5 million and ($1.5 million) for 2025 and 2024, respectively, representing our proportional share of income (loss) from our equity method investments in our joint ventures. See Note 17 of Notes to Consolidated Financial Statements for information on our equity method investments .
The table below presents reconciliations of distributable cash flow and adjusted distributable cash flow to the most directly comparable GAAP financial measures. (3) Distributable cash flow includes a net gain on sale and disposition of assets and long-lived asset impairment of $9.0 million and $2.6 million for 2024 and 2023, respectively.
The table below presents reconciliations of distributable cash flow and adjusted distributable cash flow to the most directly comparable GAAP financial measures. (4) Distributable cash flow and adjusted distributable cash flow include a net gain on sale and disposition of assets and long-lived asset impairment of $3.1 million and $9.0 million for 2025 and 2024, respectively.
For example, while in office, President Biden signed an executive order calling for new or more stringent emissions standards for new, modified and existing oil and gas facilities, and the EPA finalized rules to that effect, although these rules are subject to legal challenge.
For example, while in office, President Biden signed an executive order calling for new or more stringent emissions standards for new, modified and existing oil and gas facilities, and the EPA has finalized rules to that effect.
Cash Flow The following table summarizes cash flow activity for the years ended December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Net cash provided by operating activities ​ $ 31,600 ​ $ 512,441 ​ Net cash used in investing activities ​ $ (276,871) ​ $ (492,380) ​ Net cash provided by (used in) financing activities ​ $ 233,837 ​ $ (4,459) ​ Operating Activities Cash flow from operating activities generally reflects our net income, balance sheet changes arising from inventory purchasing patterns, the timing of collections on our accounts receivable, the seasonality of parts of our businesses, fluctuations in product prices, working capital requirements and general market conditions.
Cash Flow The following table summarizes cash flow activity for the years ended December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net cash provided by operating activities ​ $ 284,804 ​ $ 31,600 ​ Net cash used in investing activities ​ $ (100,970) ​ $ (276,871) ​ Net cash (used in) provided by financing activities ​ $ (179,799) ​ $ 233,837 ​ Operating Activities Cash flow from operating activities generally reflects our net income, balance sheet changes arising from inventory purchasing patterns, the timing of collections on our accounts receivable, the seasonality of parts of our businesses, fluctuations in product prices, working capital requirements and general market conditions.
We had approximately $46.9 million and $60.8 million in maintenance capital expenditures for the years ended December 31, 2024 and 2023, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $36.7 million and $52.9 million for 2024 and 2023, respectively, are related to our investments in our gasoline station business.
We had $54.0 million and $46.9 million in maintenance capital expenditures for the years ended December 31, 2025 and 2024, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which $38.9 million and $36.7 million for 2025 and 2024, respectively, are related to our investments in our gasoline station business.
Long-Lived Asset Impairment In 2024, we recognized impairment charges of $0.5 million relating to certain right of use assets and construction in process assets allocated to the GDSO segment. No impairment charges were recognized in 2023.
In 2024, we recognized impairment charges of $0.5 million relating to certain right of use assets and construction in process assets allocated to the GDSO segment.
The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement expires on May 2, 2026.
The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement expires on March 20, 2028.
The financing obligation will amortize through expiration of the leases based upon the lease rental payments which were $11.1 million and $10.9 million for the years ended December 31, 2024 and 2023, respectively. The financing obligation balance outstanding at December 31, 2024 was $78.8 million associated with the acquisition.
The financing obligation will amortize through expiration of the leases based upon the lease rental payments which were $11.4 million and $11.1 million for the years ended December 31, 2025 and 2024, respectively. The financing obligation balance outstanding at December 31, 2025 was $75.7 million associated with the acquisition.
In addition, we had outstanding letters of credit of $100.2 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $1.05 billion and $1.13 billion at December 31, 2024 and 2023, respectively.
In addition, we had outstanding letters of credit of $138.9 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was $1.03 billion and $1.05 billion at December 31, 2025 and 2024, respectively.
Our primary sources of liquidity are cash generated from operations, amounts available under our working capital revolving credit facility and equity and debt offerings. Please read “—Credit Agreement” for more information on our working capital revolving credit facility. Working capital was $207.2 million and $115.0 million at December 31, 2024 and 2023, respectively, an increase of $92.2 million.
Our primary sources of liquidity are cash generated from operations, amounts available under our working capital revolving credit facility and equity and debt offerings. Please read “—Credit Agreement” for more information on our working capital revolving credit facility. Working capital was $151.3 million and $207.2 million at December 31, 2025 and 2024, respectively, an decrease of $55.9 million.
Results for Commercial Segment Our commercial sales were $1.1 billion and $1.0 billion for 2024 and 2023, increasing $33.7 million, or 3%, primarily due an increase in volume sold, partially offset by a decrease in prices.
Results for Commercial Segment Our commercial sales were $1.1 billion for both 2025 and 2024, increasing $46.7 million, or 4%, primarily due an increase in volume sold, partially offset by a decrease in prices.
The increase in SG&A expenses was offset by decreases of $9.1 million in expenses associated with the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements) and $3.5 million in acquisition costs.
The increase in SG&A expenses was offset by decreases of $4.0 million in expenses associated with the sale of the Revere Terminal (see Note 18 of Notes to Consolidated Financial Statements), $2.3 million in accrued discretionary incentive compensation and $2.9 million in acquisition costs.
During a period of increasing residual oil prices relative to the prices of natural gas, dual-fuel customers may switch and other end users may convert to natural gas.
Other end users may elect to convert to natural gas, electric heat pumps or other alternative fuels. During a period of increasing residual oil prices relative to the prices of natural gas, dual-fuel customers may switch and other end users may convert to natural gas.
Sales from gasoline distribution were $4.8 billion and $5.3 billion for 2024 and 2023, respectively, a decrease of $0.5 billion, or 9%, primarily due to decreases in prices and in volume sold.
Sales from gasoline distribution were $4.2 billion and $4.8 billion for 2025 and 2024, respectively, a decrease of $0.6 billion, or 12%, primarily due to decreases in prices and in volume sold.
Collectively, we sold approximately $16.6 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the year ended December 31, 2024.
Collectively, we sold $18.0 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the year ended December 31, 2025.
Sales from distillates and other oils (primarily residual oil and crude oil) were $4.2 billion and $3.7 billion for 2024 and 2023, respectively, an increase of $0.5 billion, or 13%, primarily due to an increase in distillate volume sold, partially offset by decreases in residual oil volume sold and in distillates prices.
Sales from distillates and other oils (primarily residual oil and crude oil) were $4.9 billion and $4.2 billion for 2025 and 2024, respectively, an increase of $0.7 billion, or 17%, primarily due to an increase in volume sold, partially offset by a decrease in prices.
Sales from wholesale gasoline and gasoline blendstocks were $6.5 billion and $5.9 billion for 2024 and 2023, respectively, an increase of $0.6 billion, or 10%, primarily due to an increase in volume sold, partially offset by a decrease in prices.
Sales from wholesale gasoline and gasoline blendstocks were $7.8 billion and $6.5 billion for 2025 and 2024, respectively, an increase of $1.3 billion, or 20%, primarily due to an increase in volume sold, partially offset by a decrease in prices.
We had approximately $56.4 million and $28.0 million in expansion capital expenditures, excluding acquired property and equipment, for the years ended December 31, 2024 and 2023, respectively, primarily related to investments in our gasoline station and terminal businesses.
We had $37.5 million and $56.4 million in expansion capital 78 Table of Contents expenditures, excluding acquired property and equipment, for the years ended December 31, 2025 and 2024, respectively, primarily related to investments in our gasoline station and terminal businesses.
Events of default under the 2029 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2029 Notes, (ii) breach of our covenants under the 2029 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of ours or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million. 7.00% Senior Notes Due 2027 On July 31, 2019, the Issuers issued $400.0 million aggregate principal amount of 7.00% senior notes due 2027 (the “2027 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act.
Events of default under the 2033 Notes Indenture include, but are not limited to, (i) a default in payment of principal of, or interest or premium, if any, on, the 2033 Notes, (ii) breach of our covenants under the 2033 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of ours or certain 82 Table of Contents subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million. 8.250% Senior Notes Due 2032 On January 18, 2024, the Issuers issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 (the “2032 Notes”) to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act.
On February 18, 2025, we paid the total cash distribution of approximately $1.8 million. Contractual Obligations We have contractual obligations that are required to be settled in cash.
On February 17, 2026, we paid the total cash distribution of $1.8 million. 77 Table of Contents Contractual Obligations We have contractual obligations that are required to be settled in cash.
Net cash used in financing activities was $4.4 million for 2023 and included $144.7 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $136.6 million in net payments on our working capital revolving credit facility, $3.5 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $0.5 million in LTIP units withheld for tax obligations and $0.1 million paid pursuant to distribution equivalent rights previously granted under our LTIP.
Financing Activities Net cash used in financing activities was $179.8 million for 2025 and included $400.0 million in repayments in connection with the redemption of the 2027 Notes, $126.6 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $63.5 million in net payments on our revolving credit facility, $13.4 million in LTIP units withheld for tax obligations, $10.0 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $4.0 million paid pursuant to distribution equivalent rights previously granted under our LTIP and $3.4 million in net payments on our working capital revolving credit facility.
Our station operations, which include (i) convenience store and prepared food sales at our directly operated stores, (ii) rental income from gasoline stations leased to dealers or from commissioned agents and from cobranding arrangements and (iii) sale of sundries, such as car wash sales and lottery and ATM commissions, collectively generated revenues of $565.8 million and $572.2 million for 2024 and 2023, respectively, a decrease of $6.4 million, or 1%, primarily due to the sales and conversions of certain company-operated sites, offset by increases in sundries and rental income.
Our station operations, which include (i) convenience store and prepared food sales at our directly operated stores, (ii) rental income from gasoline stations leased to dealers or from commissioned agents and from cobranding arrangements and (iii) sale of sundries, such as car wash sales and lottery and ATM commissions, collectively generated revenues of $546.7 million and $565.8 million for 2025 and 2024, respectively, a decrease of $19.1 million, or 3%.
Our businesses may be adversely affected by increased costs and liabilities resulting from such stricter laws and regulations. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance.
We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance.
At our company-operated stores, we operate the gasoline stations and convenience stores with our employees, and we set the retail price of gasoline at the station. At commissioned agent locations, we own the gasoline inventory, and we set the retail price of gasoline at the station and pay the commissioned agent a fee related to the gallons sold.
At commissioned agent locations, we own the gasoline inventory, and we set the retail price of gasoline at the station and pay the commissioned agent a fee related to the gallons sold.
As of December 31, 2024, we had a portfolio of 1,584 owned, leased and/or supplied gasoline stations, including 300 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our joint venture, SPR.
As of December 31, 2025, we had a portfolio of 1,524 owned, leased and/or supplied gasoline stations, including 290 directly operated convenience stores, primarily in the Northeast, as well as 67 gasoline stations located in Texas that are operated or supplied by our joint venture, Spring Partners Retail LLC (“SPR”).
Except for net income, the primary drivers of the changes in operating activities include the following for the years ended December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Decrease (increase) in accounts receivable ​ $ 79,193 ​ $ (73,782) ​ (Increase) decrease in inventories ​ $ (200,412) ​ $ 172,112 ​ (Decrease) increase in accounts payable ​ $ (138,742) ​ $ 117,777 ​ In 2024, the decreases in accounts receivable and accounts payable are due in part to timing of sales and payments and to a decrease in prices.
Except for net income, the primary drivers of the changes in operating activities include the following for the years ended December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 (Increase) decrease in accounts receivable ​ $ (58,779) ​ $ 79,193 ​ Decrease (increase) in inventories ​ $ 44,412 ​ $ (200,412) ​ Increase (decrease) in accounts payable ​ $ 63,227 ​ $ (138,742) ​ In 2025, the increases in accounts receivable and accounts payable are due in part to timing of sales and payments, partially offset by a decrease in prices.
Net cash provided by operating activities was $31.6 million and $512.4 million for 2024 and 2023, respectively, for a period-over-period decrease in cash flow from operating activities of $480.8 million.
Net cash provided by operating activities was $284.8 million and $31.6 million for 2025 and 2024, respectively, for a period-over-period increase in cash flow from operating activities of $253.2 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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The fair value of the swaps and option contracts are estimated based on quoted prices from various sources such as independent reporting services, industry publications and brokers. These quotes are compared to the contract price of the swap, which approximates the gain or loss that would have been realized if the contracts had been closed out at December 31, 2024.
The fair value of the swaps and option contracts are estimated based on quoted prices from various sources such as independent reporting services, industry publications and brokers. These quotes are compared to the contract price of the swap, which approximates the gain or loss that would have been realized if the contracts had been closed out at December 31, 2025.
The impact of a 1% increase in the interest rate on this amount of debt would have resulted in an increase in interest expense, and a corresponding decrease in our results of operations, of approximately $4.0 million annually, assuming, however, that our indebtedness remained constant throughout the year.
The impact of a 1% increase in the interest rate on this amount of debt would have resulted in an increase in interest expense, and a corresponding decrease in our results of operations, of $3.3 million annually, assuming, however, that our indebtedness remained constant throughout the year.
We have a daily margin requirement to maintain a cash deposit with our brokers based on the prior day’s market results on open futures contracts. The balance of this deposit will fluctuate based on our open market positions and the commodity exchange’s requirements. The brokerage margin balance was $20.1 million at December 31, 2024.
We have a daily margin requirement to maintain a cash deposit with our brokers based on the prior day’s market results on open futures contracts. The balance of this deposit will fluctuate based on our open market positions and the commodity exchange’s requirements. The brokerage margin balance was $17.8 million at December 31, 2025.
As of December 31, 2024, we had total borrowings outstanding under our credit agreement of $396.5 million. Please read Part II, Item 7, “Management’s Discussion and Analysis—Liquidity and Capital Resources—Credit Agreement,” for information on interest rates related to our borrowings.
As of December 31, 2025, we had total borrowings outstanding under our credit agreement of $329.6 million. Please read Part II, Item 7, “Management’s Discussion and Analysis—Liquidity and Capital Resources—Credit Agreement,” for information on interest rates related to our borrowings.
Generally, our practice is to close all exchange positions rather than to make or receive physical deliveries. 86 Table of Contents At December 31, 2024, the fair value of all of our commodity risk derivative instruments and the change in fair value that would be expected from a 10% price increase or decrease are shown in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at Gain (Loss) ​ ​ December 31, ​ Effect of 10% Effect of 10% ​ ​ 2024 ​ Price Increase ​ Price Decrease Exchange traded derivative contracts ​ $ (1,808) ​ $ (35,940) ​ $ 35,940 ​ Forward derivative contracts ​ 7,605 ​ (11,233) ​ 11,233 ​ Total ​ $ 5,797 ​ $ (47,173) ​ $ 47,173 ​ The fair values of the futures contracts are based on quoted market prices obtained from the NYMEX, CME and ICE.
Generally, our practice is to close all exchange positions rather than to make or receive physical deliveries. 87 Table of Contents At December 31, 2025, the fair value of all of our commodity risk derivative instruments and the change in fair value that would be expected from a 10% price increase or decrease are shown in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at ​ ​ ​ Gain (Loss) ​ ​ December 31, ​ Effect of 10% ​ ​ ​ Effect of 10% ​ ​ 2025 ​ Price Increase ​ Price Decrease Exchange traded derivative contracts ​ $ 3,226 ​ $ (24,409) ​ $ 24,409 ​ Forward derivative contracts ​ 12,527 ​ (19,343) ​ 19,343 ​ Total ​ $ 15,753 ​ $ (43,752) ​ $ 43,752 ​ The fair values of the futures contracts are based on quoted market prices obtained from the NYMEX, CME and ICE.

Other GLP 10-K year-over-year comparisons