MMLP Martin Midstream Partners L.P. - 8-K

Item 1.01

Entry into a Material Definitive Agreement.

On March 31, 2026, Martin Operating Partnership L.P. (the “Operating Partnership”), a wholly owned subsidiary of Martin Midstream Partners L.P. (the “Partnership”), the Partnership and certain of the Partnership’s other subsidiaries entered into a Third Amendment to Fourth Amended and Restated Credit Agreement (the “Third Amendment”) with Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto, which amends the Fourth Amended and Restated Credit Agreement, dated effective as of February 8, 2023 (as previously amended, the “Credit Agreement”).

The Third Amendment amended the Credit Agreement to, among other things:

• decrease the amount available for the Operating Partnership to borrow under the Credit Agreement on a revolving credit basis from $130.0 million to $115.0 million; and

• adjust the financial covenants as described in more detail below:

◦ require the Operating Partnership to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of at least 1.65 to 1.00 for the fiscal quarters ending March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026 and stepping up to 1.75 to 1.00 for the fiscal quarter ending March 31, 2027 and each fiscal quarter thereafter; and

◦ require the Operating Partnership to maintain a maximum Total Leverage Ratio (as defined in the Credit Agreement) of not more than 5.50 to 1.00 for the fiscal quarters ending March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026, stepping down to 5.30 to 1.00 for the fiscal quarter ending March 31, 2027, stepping down to 5.25 to 1.00 for the fiscal quarter ending June 30, 2027, and further stepping down to 5.00 to 1.00 for the fiscal quarter ending September 30, 2027 and each fiscal quarter thereafter.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 regarding the Second Amendment is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d)       Exhibits

Exhibit

Number

Description

10.1

Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 31, 2026, by and among Martin Operating Partnership L.P., as borrower, Martin Midstream Partners L.P., as guarantor, the other guarantors party thereto, the financial institutions party thereto as lenders and Royal Bank of Canada, as administrative agent and collateral agent.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).