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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-32593

Global Partners LP

(Exact name of registrant as specified in its charter)

Delaware		74-3140887
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
(Address of principal executive offices, including zip code)

(781) 894-8800
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units representing limited partner interests	GLP	New York Stock Exchange

9.50% Series B Fixed Rate Cumulative Redeemable	GLP pr B	New York Stock Exchange
Perpetual Preferred Units representing limited partner interests

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

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

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


Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The issuer had 33,995,563 common units outstanding as of November 5, 2025.

Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)		3

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		3

Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024		4

Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024		5

Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024		6

Consolidated Statements of Partners’ Equity for the three and nine months ended September 30, 2025 and 2024		7

Notes to Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		38

Item 3. Quantitative and Qualitative Disclosures About Market Risk		64

Item 4. Controls and Procedures		66

PART II. OTHER INFORMATION		67

Item 1. Legal Proceedings		67

Item 1A. Risk Factors		67

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		67

Item 5. Other Information		67

Item 6. Exhibits		67

SIGNATURES		69

Table of Contents

Item 1.Financial Statements

GLOBAL PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)


	September 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	17,932	$	8,208
Accounts receivable, net		521,482		472,591
Accounts receivable-affiliates		5,051		6,250
Inventories		478,511		594,072
Brokerage margin deposits		20,599		20,135
Derivative assets		8,183		13,710
Prepaid expenses and other current assets		82,363		92,414
Total current assets		1,134,121		1,207,380
Property and equipment, net		1,653,924		1,706,605
Right of use assets, net		323,033		302,199
Intangible assets, net		14,620		18,683
Goodwill		421,913		421,913
Equity method investments		112,472		92,709
Other assets		40,201		38,709
Total assets	$	3,700,284	$	3,788,198
Liabilities and partners’ equity
Current liabilities:
Accounts payable	$	486,343	$	509,975
Working capital revolving credit facility-current portion		140,600		129,500
Lease liability-current portion		55,020		56,780
Environmental liabilities-current portion		7,704		7,704
Trustee taxes payable		63,487		66,753
Accrued expenses and other current liabilities		167,245		223,304
Derivative liabilities		13,506		6,105
Total current liabilities		933,905		1,000,121
Working capital revolving credit facility-less current portion		100,000		100,000
Revolving credit facility		124,800		167,000
Senior notes		1,231,996		1,186,723
Lease liability-less current portion		274,134		251,745
Environmental liabilities-less current portion		89,034		91,367
Financing obligations		130,972		134,475
Deferred tax liabilities		64,523		63,548
Other long-term liabilities		68,436		76,606
Total liabilities		3,017,800		3,071,585
Partners’ equity
Series B preferred limited partners (3,000,000 units issued and outstanding at September 30, 2025 and December 31, 2024)		72,305		72,305
Common limited partners (33,995,563 units issued and 33,825,839 outstanding at September 30, 2025 and 33,995,563 units issued and 33,668,256 outstanding at December 31, 2024)		606,726		641,218
General partner interest (0.67% interest with 230,303 equivalent units outstanding at September 30, 2025 and December 31, 2024)		3,453		3,090
Total partners’ equity		682,484		716,613
Total liabilities and partners’ equity	$	3,700,284	$	3,788,198

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

GLOBAL PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Sales	$	4,694,416	$	4,422,238	$	13,913,538	$	12,977,328
Cost of sales		4,423,048		4,136,189		13,114,567		12,188,260
Gross profit		271,368		286,049		798,971		789,068
Costs and operating expenses:
Selling, general and administrative expenses		76,289		70,495		224,781		212,646
Operating expenses		132,505		137,126		394,883		387,235
Amortization expense		1,275		2,288		4,063		6,146
Net gain on sale and disposition of assets		(136)		(7,805)		(2,355)		(10,609)
Long-lived asset impairment		20		492		231		492
Total costs and operating expenses		209,953		202,596		621,603		595,910
Operating income		61,415		83,453		177,368		193,158
Other income (loss) and (expense):
Income (loss) from equity method investments		655		(147)		3,071		(1,872)
Interest expense		(33,316)		(35,129)		(103,878)		(100,356)
Loss on early extinguishment of debt		(176)		—		(2,971)		—
Income before income tax benefit (expense)		28,578		48,177		73,590		90,930
Income tax benefit (expense)		447		(2,255)		(671)		(4,461)
Net income		29,025		45,922		72,919		86,469
Less: General partner’s interest in net income, including incentive distribution rights		4,799		4,118		13,826		11,056
Less: Preferred limited partner interest in net income		1,781		1,781		5,343		7,794
Less: Redemption of Series A preferred limited partner units		—		—		—		2,634
Net income attributable to common limited partners	$	22,445	$	40,023	$	53,750	$	64,985
Basic net income per common limited partner unit	$	0.66	$	1.18	$	1.59	$	1.92
Diluted net income per common limited partner unit	$	0.66	$	1.17	$	1.57	$	1.90
Basic weighted average common limited partner units outstanding		33,874		33,781		33,893		33,884
Diluted weighted average common limited partner units outstanding		34,157		34,193		34,239		34,255

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

GLOBAL PARTNERS LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net income	$	29,025	$	45,922	$	72,919	$	86,469
Other comprehensive income:
Change in pension liability		—		990		—		76
Total other comprehensive income		—		990		—		76
Comprehensive income	$	29,025	$	46,912	$	72,919	$	86,545

The accompanying notes are an integral part of these consolidated financial statements.

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GLOBAL PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2025		2024
Cash flows from operating activities
Net income	$	72,919	$	86,469
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		107,265		103,505
Amortization of deferred financing fees		5,593		5,576
Bad debt expense		1,091		16
Unit-based compensation expense		10,139		11,432
Write-off of financing fees		—		1,440
Net gain on sale and disposition of assets		(2,355)		(10,609)
Long-lived asset impairment		231		492
(Income) loss from equity method investments		(3,071)		1,872
Dividends received on equity method investments		477		204
Loss on early extinguishment of debt		2,971		—
Changes in operating assets and liabilities:
Accounts receivable		(49,982)		79,850
Accounts receivable-affiliate		1,199		2,035
Inventories		115,018		(105,314)
Broker margin deposits		(464)		(5,703)
Prepaid expenses, all other current assets and other assets		3,649		6,368
Accounts payable		(23,632)		(194,239)
Trustee taxes payable		(3,266)		2,124
Change in derivatives		12,928		(10,303)
Accrued expenses, all other current liabilities and other long-term liabilities		(66,954)		(10,862)
Net cash provided by (used in) operating activities		183,756		(35,647)
Cash flows from investing activities
Acquisition of terminals		—		(215,000)
Equity method investments		(24,916)		(13,884)
Capital expenditures		(52,657)		(56,497)
Seller note issuances, net		531		(7,938)
Dividends received of equity method investments		7,746		16,879
Proceeds from sale of property and equipment, net		4,493		46,071
Net cash used in investing activities		(64,803)		(230,369)
Cash flows from financing activities
Net borrowings from working capital revolving credit facility		11,100		202,400
Net payments on revolving credit facility		(42,200)		(203,000)
Proceeds from senior notes, net		441,208		441,301
Repayment of senior notes		(400,000)		—
Redemption of Series A preferred units		—		(69,000)
Repurchase of common units		(7,371)		(11,161)
LTIP units withheld for tax obligations		(13,439)		(1,818)
Distribution equivalent rights		(4,017)		(566)
Distributions to limited partners and general partner		(94,510)		(91,215)
Net cash (used in) provided by financing activities		(109,229)		266,941
Cash and cash equivalents
Increase in cash and cash equivalents		9,724		925
Cash and cash equivalents at beginning of period		8,208		19,642
Cash and cash equivalents at end of period	$	17,932	$	20,567
Supplemental information
Cash paid during the period for interest	$	107,256	$	87,650

The accompanying notes are an integral part of these consolidated financial statements.

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GLOBAL PARTNERS LP

CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY

(In thousands)

(Unaudited)


	Series B
	Preferred		Common		General		Total
	Limited		Limited		Partner		Partners’
Three and nine months ended September 30, 2025	Partners		Partners		Interest		Equity
Balance at December 31, 2024	$	72,305	$	641,218	$	3,090	$	716,613
Net income		1,781		12,491		4,412		18,684
Distributions to limited partners and general partner		(1,781)		(25,157)		(4,326)		(31,264)
Unit-based compensation		—		3,455		—		3,455
Repurchase of common units		—		(532)		—		(532)
LTIP units withheld for tax obligations		—		(10,810)		—		(10,810)
Distribution equivalent rights		—		(829)		—		(829)
Dividends on repurchased units		—		179		—		179
Balance at March 31, 2025	$	72,305	$	620,015	$	3,176	$	695,496
Net income		1,781		18,814		4,615		25,210
Distributions to limited partners and general partner		(1,781)		(25,327)		(4,488)		(31,596)
Unit-based compensation		—		3,324		—		3,324
Repurchase of common units		—		(3,025)		—		(3,025)
LTIP units withheld for tax obligations		—		(2,629)		—		(2,629)
Distribution equivalent rights		—		(502)		—		(502)
Dividends on repurchased units		—		27		—		27
Balance at June 30, 2025	$	72,305	$	610,697	$	3,303	$	686,305
Net income		1,781		22,445		4,799		29,025
Distributions to limited partners and general partner		(1,781)		(25,497)		(4,649)		(31,927)
Unit-based compensation		—		3,360		—		3,360
Repurchase of common units		—		(3,814)		—		(3,814)
Distribution equivalent rights		—		(536)		—		(536)
Dividends on repurchased units		—		71		—		71
Balance at September 30, 2025	$	72,305	$	606,726	$	3,453	$	682,484


	Series A		Series B						Accumulated
	Preferred		Preferred		Common		General		Other		Total
	Limited		Limited		Limited		Partner		Comprehensive		Partners’
Three and nine months ended September 30, 2024	Partners		Partners		Partners		Interest		Income (Loss)		Equity
Balance at December 31, 2023	$	67,476	$	72,305	$	658,670	$	1,828	$	381	$	800,660
Net income (loss)		2,135		1,781		(12,654)		3,136		—		(5,602)
Distributions to limited partners and general partner		(2,135)		(1,781)		(23,797)		(3,037)		—		(30,750)
Unit-based compensation		—		—		2,596		—		—		2,596
Other comprehensive loss		—		—		—		—		(584)		(584)
LTIP units withheld for tax obligations		—		—		(1,818)		—		—		(1,818)
Distribution equivalent rights		—		—		(519)		—		—		(519)
Dividends on repurchased units		—		—		21		—		—		21
Balance at March 31, 2024		67,476	$	72,305	$	622,499	$	1,927		(203)	$	764,004
Redemption of preferred units		(66,366)		—		(2,634)		—		—		(69,000)
Net income		316		1,781		40,250		3,802		—		46,149
Distributions to limited partners and general partner		(1,426)		(1,781)		(24,137)		(3,359)		—		(30,703)
Unit-based compensation		—		—		4,115		—		—		4,115
Other comprehensive loss		—		—		—		—		(330)		(330)
Repurchase of common units		—		—		(7,902)		—		—		(7,902)
Distribution equivalent rights		—		—		(777)		—		—		(777)
Dividends on repurchased units		—		—		19		—		—		19
Balance at June 30, 2024	$	—	$	72,305	$	631,433	$	2,370	$	(533)	$	705,575
Net income		—		1,781		40,023		4,118		—		45,922
Distributions to limited partners and general partner		—		(1,781)		(24,477)		(3,682)		—		(29,940)
Unit-based compensation		—		—		4,721		—		—		4,721
Other comprehensive income		—		—		—		—		990		990
Repurchase of common units		—		—		(3,259)		—		—		(3,259)
Distribution equivalent rights		—		—		(825)		—		—		(825)
Dividends on repurchased units		—		—		138		—		—		138
Balance at September 30, 2024	$	—	$	72,305	$	647,754	$	2,806	$	457	$	723,322

The accompanying notes are an integral part of these consolidated financial statements.

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization and Basis of Presentation

Organization

Global Partners LP (the “Partnership”) is a master limited partnership formed in March 2005. The Partnership owns, controls or has access to a large terminal network of refined petroleum products and renewable fuels—with connectivity to strategic rail, pipeline and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. The Partnership is one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia. As of September 30, 2025, the Partnership had a portfolio of 1,540 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 the Partnership’s joint venture, Spring Partners Retail LLC (“SPR”). The Partnership is also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. The Partnership engages in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

Global GP LLC, the Partnership’s general partner (the “General Partner”), manages the Partnership’s operations and activities and employs its officers and substantially all of its personnel, except for most of its gasoline station and convenience store employees who are employed by Global Montello Group Corp. (“GMG”), a wholly owned subsidiary of the Partnership and for substantially all of the employees who primarily or exclusively provide services to SPR, who are employed by SPR Operator LLC (“SPR Operator”), also a wholly owned subsidiary of the Partnership.

The General Partner, which holds a 0.67% general partner interest in the Partnership, is owned by affiliates of the Slifka family. As of September 30, 2025, affiliates of the General Partner, including its directors and executive officers and their affiliates, owned 5,938,539 common units, and the General Partner held 169,724 common units on behalf of the Partnership pursuant to its repurchase program for future Long-Term Incentive Plan (“LTIP”) obligations, representing in the aggregate a 18.0% limited partner interest.

2025 Events

2033 Notes Offering and 2027 Notes Tender Offer and Redemption—On June 23, 2025, the Partnership and GLP Finance Corp. (the “Issuers”) issued $450.0 million aggregate principal amount of 7.125% senior notes due 2033 (the “2033 Notes”) in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Partnership used the net proceeds from the offering to fund the purchase of a portion of its 7.00% senior notes due 2027 (the “2027 Notes”) in a cash tender offer and to repay a portion of the borrowings outstanding under its credit agreement.

On June 23, 2025, the Issuers delivered a Notice of Full Redemption to Regions Bank, as trustee, for all of the outstanding 2027 Notes not purchased in the tender offer. The redemption of the remaining 2027 Notes occurred on August 1, 2025. See Note 6, “Debt and Financing Obligations—Senior Notes” for additional information on the 2033 Notes.

Amendment to the Credit Agreement—On March 20, 2025, the Partnership and certain of its subsidiaries entered into the eleventh amendment to the third amended and restated credit agreement which, among other things, (i) extended the maturity date from May 2, 2026 to March 20, 2028, (ii) increased the working capital revolving credit facility from

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

$950.0 million to $1.0 billion, and (iii) decreased the revolving credit facility from $600.0 million to $500.0 million. See Note 6 for additional information on the credit agreement.

Investment in Real Estate—On January 23, 2025, the Partnership, through its wholly owned subsidiary, Global HQ 2 LLC, invested in BIG GRP 275 Grove JV LLC, a joint venture formed with unrelated third parties to acquire and operate an office building located in Newton, Massachusetts. Also on January 23, 2025, the Partnership signed a 12-year lease arrangement for space in this property that will serve as the Partnership’s principal executive office at the termination of its existing leased space in Waltham, Massachusetts in 2026. See Note 10 for additional information.

Basis of Presentation

The accompanying consolidated financial statements as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition and operating results for the interim periods. The interim financial information, which has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024 and notes thereto contained in the Partnership’s Annual Report on Form 10-K.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2025. The consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

The significant accounting policies described in Note 2, “Summary of Significant Accounting Policies,” of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 are the same used in preparing the accompanying consolidated financial statements, including the following:

Leases

The Partnership, as lessee, has gasoline station and convenience store leases, primarily of land and buildings. The Partnership has terminal and dedicated storage facility lease arrangements with various petroleum terminals and third parties, of which certain arrangements have minimum usage requirements. The Partnership leases barges through various time charter lease arrangements and railcars through various lease arrangements. The Partnership also has leases for office space, computer and convenience store equipment and automobiles. The Partnership’s lease arrangements have various expiration dates with options to extend.

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Supplemental Information Related to Lessee Lease Arrangements

The following table presents supplemental information related to leases for the periods presented (in thousands):


	Nine Months Ended
	September 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities	$	61,183	$	63,788
Right-of-use assets obtained in exchange for new lease liabilities	$	65,386	$	101,468

Concentration of Risk

Due to the nature of the Partnership’s businesses and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter months. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results.

The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Gasoline sales: gasoline and gasoline blendstocks (such as ethanol)	69	%	70	%	66	%	67	%
Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales	28	%	27	%	31	%	30	%
Convenience store and prepared food sales, rental income and sundries	3	%	3	%	3	%	3	%
Total	100	%	100	%	100	%	100	%

The following table presents the Partnership’s product margin by segment as a percentage of the consolidated product margin for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Wholesale segment	26	%	22	%	29	%	24	%
Gasoline Distribution and Station Operations segment	72	%	75	%	69	%	73	%
Commercial segment	2	%	3	%	2	%	3	%
Total	100	%	100	%	100	%	100	%

See Note 13, “Segment Reporting,” for additional information on the Partnership’s operating segments.

None of the Partnership’s customers accounted for greater than 10% of total sales for the three and nine months ended September 30, 2025 and 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2. Revenue from Contracts with Customers

Disaggregation of Revenue

The following table provides the disaggregation of revenue from contracts with customers and other sales by segment for the periods presented (in thousands):


	Three Months Ended September 30, 2025
Revenue from contracts with customers:	Wholesale		GDSO		Commercial		Total
Petroleum and related product sales	$	783,399	$	1,126,839	$	202,785	$	2,113,023
Station operations		—		130,449		—		130,449
Total revenue from contracts with customers		783,399		1,257,288		202,785		2,243,472
Other sales:
Revenue originating as physical forward sale contracts and exchange agreements		2,333,194		—		95,064		2,428,258
Revenue from leases		1,229		21,457		—		22,686
Total other sales		2,334,423		21,457		95,064		2,450,944
Total sales	$	3,117,822	$	1,278,745	$	297,849	$	4,694,416


	Three Months Ended September 30, 2024
Revenue from contracts with customers:	Wholesale		GDSO		Commercial		Total
Petroleum and related product sales	$	544,210	$	1,269,955	$	192,661	$	2,006,826
Station operations		—		129,576		—		129,576
Total revenue from contracts with customers		544,210		1,399,531		192,661		2,136,402
Other sales:
Revenue originating as physical forward sale contracts and exchange agreements		2,179,349		—		84,469		2,263,818
Revenue from leases		651		21,367		—		22,018
Total other sales		2,180,000		21,367		84,469		2,285,836
Total sales	$	2,724,210	$	1,420,898	$	277,130	$	4,422,238


	Nine Months Ended September 30, 2025
Revenue from contracts with customers:	Wholesale		GDSO		Commercial		Total
Petroleum and related product sales	$	2,326,202	$	3,209,397	$	616,092	$	6,151,691
Station operations		—		351,031		—		351,031
Total revenue from contracts with customers		2,326,202		3,560,428		616,092		6,502,722
Other sales:
Revenue originating as physical forward sale contracts and exchange agreements		7,111,324		—		232,660		7,343,984
Revenue from leases		3,232		63,600		—		66,832
Total other sales		7,114,556		63,600		232,660		7,410,816
Total sales	$	9,440,758	$	3,624,028	$	848,752	$	13,913,538

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Nine Months Ended September 30, 2024
Revenue from contracts with customers:	Wholesale		GDSO		Commercial		Total
Petroleum and related product sales	$	2,001,437	$	3,683,780	$	567,886	$	6,253,103
Station operations		—		367,864		—		367,864
Total revenue from contracts with customers		2,001,437		4,051,644		567,886		6,620,967
Other sales:
Revenue originating as physical forward sale contracts and exchange agreements		6,022,577		—		268,780		6,291,357
Revenue from leases		2,232		62,772		—		65,004
Total other sales		6,024,809		62,772		268,780		6,356,361
Total sales	$	8,026,246	$	4,114,416	$	836,666	$	12,977,328

Contract Balances

A receivable, which is included in accounts receivable, net in the accompanying consolidated balance sheets, is recognized in the period the Partnership provides services when its right to consideration is unconditional. In contrast, a contract asset will be recognized when the Partnership has fulfilled a contract obligation but must perform other obligations before being entitled to payment. The Partnership had no significant contract assets at both September 30, 2025 and December 31, 2024.

The nature of the receivables related to revenue from contracts with customers and other revenue, as well as contract assets, are the same, given they are related to the same customers and have the same risk profile and securitization. Payment terms on invoiced amounts are typically 2 to 30 days.

A contract liability is recognized when the Partnership has an obligation to transfer goods or services to a customer for which the Partnership has received consideration (or the amount is due) from the customer. The Partnership had no significant contract liabilities at both September 30, 2025 and December 31, 2024.

Note 3. Inventories

The Partnership hedges substantially all of its petroleum and ethanol inventory using a variety of instruments, primarily exchange-traded futures contracts. These futures contracts are entered into when inventory is purchased and are either designated as fair value hedges against the inventory on a specific barrel basis for inventories qualifying for fair value hedge accounting or not designated and maintained as economic hedges against certain inventory of the Partnership on a specific barrel basis. Changes in fair value of these futures contracts, as well as the offsetting change in fair value on the hedged inventory, are recognized in earnings as an increase or decrease in cost of sales. All hedged inventory designated in a fair value hedge relationship is valued using the lower of cost, as determined by specific identification, or net realizable value, as determined at the product level. All petroleum and ethanol inventory not designated in a fair value hedging relationship is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Renewable Identification Numbers (“RINs”) inventory is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Convenience store inventory is carried at the lower of historical cost, based on a weighted average cost method, or net realizable value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Inventories consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Distillates: home heating oil, diesel and kerosene	$	165,068	$	234,486
Gasoline		202,070		222,092
Gasoline blendstocks		48,380		50,870
Residual oil		31,822		55,908
Renewable identification numbers (RINs)		2,891		3,313
Convenience store inventory		28,280		27,403
Total	$	478,511	$	594,072

In addition to its own inventory, the Partnership has exchange agreements for petroleum products and ethanol with unrelated third-party suppliers, whereby it may draw inventory from these other suppliers and suppliers may draw inventory from the Partnership. Positive exchange balances are accounted for as accounts receivable and amounted to $0.5 million and $1.6 million at September 30, 2025 and December 31, 2024, respectively. Negative exchange balances are accounted for as accounts payable and amounted to $23.2 million and $13.1 million at September 30, 2025 and December 31, 2024, respectively. Exchange transactions are valued using current carrying costs.

Note 4. Goodwill

Goodwill, all of which has been allocated to the Gasoline Distribution and Station Operations (“GDSO”) segment, was $421.9 million at both September 30, 2025 and December 31, 2024. There were no changes to goodwill during the nine months ended September 30, 2025.

Note 5. Property and Equipment

Property and equipment consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Buildings and improvements	$	1,993,554	$	1,948,849
Land		682,649		678,687
Fixtures and equipment		61,789		56,700
Idle plant assets		30,500		30,500
Construction in process		60,250		71,436
Capitalized internal use software		37,465		33,846
Total property and equipment		2,866,207		2,820,018
Less accumulated depreciation		1,212,283		1,113,413
Total	$	1,653,924	$	1,706,605

Property and equipment includes retail gasoline station assets held for sale of $5.3 million and $5.2 million at September 30, 2025 and December 31, 2024, respectively.

At September 30, 2025, the Partnership had a $37.4 million remaining net book value of long-lived assets at its West Coast facility, including $30.5 million related to the Partnership’s ethanol plant acquired in 2013. The Partnership would need to take certain measures to prepare the facility for ethanol production in order to place the plant into service and commence depreciation. Therefore, the $30.5 million related to the ethanol plant was included in property and equipment and classified as idle plant assets at both September 30, 2025 and December 31, 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

If the Partnership is unable to generate cash flows to support the recoverability of the plant and facility assets, this may become an indicator of potential impairment of the West Coast facility. The Partnership believes these assets are recoverable but continues to monitor the market for ethanol, the continued business development of this facility for ethanol or other product transloading, and the related impact this may have on the facility’s operating cash flows and whether this would constitute an impairment indicator.

Evaluation of Long-Lived Asset Impairment

The Partnership recognized an immaterial impairment charge relating to construction in process assets allocated to the GDSO segment for the three months ended September 30, 2025 and $0.2 million for the nine months ended September 30, 2025. The Partnership recognized impairment charges relating to certain right of use assets and construction in process assets allocated to the GDSO segment in the total amount of $0.5 million for each of the three and nine months ended September 30, 2024. These impairment charges are included in long-lived asset impairment in the accompanying consolidated statements of operations.

Note 6. Debt and Financing Obligations

Credit Agreement

Certain subsidiaries of the Partnership, as borrowers, and the Partnership and certain of its subsidiaries, as guarantors, have a $1.50 billion senior secured credit facility (the “Credit Agreement”). The Credit Agreement matures on March 20, 2028.

On March 20, 2025, the Partnership and certain of its subsidiaries entered into the eleventh amendment to the third amended and restated credit agreement (the “Eleventh Amendment”) which, among other things, (i) extended the maturity date from May 2, 2026 to March 20, 2028, (ii) increased the working capital revolving credit facility from $950.0 million to $1.0 billion and (iii) decreased the revolving credit facility from $600.0 million to $500.0 million. All other material terms of the Credit Agreement remain substantially the same as disclosed in Note 9 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

As of September 30, 2025, there were two facilities under the Credit Agreement:

●

a working capital revolving credit facility to be used for working capital purposes and letters of credit in the principal amount equal to the lesser of the Partnership’s borrowing base and $1.0 billion; and

●

a $500.0 million revolving credit facility to be used for general corporate purposes.

The Credit Agreement has an accordion feature whereby the Partnership 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. The Partnership cannot provide assurance, however, that its lending group and/or other lenders outside its lending group will agree to fund any request by the Partnership for additional amounts in excess of the total available commitments of $1.50 billion.

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). Swing line loans will bear interest at the

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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.

Availability under the working capital revolving credit facility is subject to a borrowing base which is redetermined from time to time and based on specific advance rates on eligible current assets. Availability under the borrowing base may be affected by events beyond the Partnership’s control, such as changes in petroleum product prices, collection cycles, counterparty performance, advance rates and limits and general economic conditions.

The average interest rates for the Credit Agreement were 6.6% and 7.6% for the three months ended September 30, 2025 and 2024, respectively, and 6.6% and 7.6% for the nine months ended September 30, 2025 and 2024, respectively.

The Partnership classifies a portion of its working capital revolving credit facility as a current liability and a portion as a long-term liability. The portion classified as a long-term liability represents the amounts expected to be outstanding throughout the next twelve months based on an analysis of historical daily borrowings under the working capital revolving credit facility, the seasonality of borrowings, forecasted future working capital requirements and forward product curves, and because the Partnership has a multi-year, long-term commitment from its bank group. Accordingly, at September 30, 2025, the Partnership estimated working capital revolving credit facility borrowings will equal or exceed $100.0 million over the next twelve months.

The table below presents the total borrowings and availability under the Credit Agreement (in thousands):


	September 30,		December 31,
	2025		2024
Total available commitments	$	1,500,000	$	1,550,000

Working capital revolving credit facility-current portion		140,600		129,500
Working capital revolving credit facility-less current portion		100,000		100,000
Revolving credit facility		124,800		167,000
Total borrowings outstanding		365,400		396,500

Less outstanding letters of credit		64,900		100,200

Total remaining availability for borrowings and letters of credit (1)	$	1,069,700	$	1,053,300

(1)	Subject to borrowing base limitations.

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 common units of the Partnership, provided that, among other things, no Default exists or would occur immediately following such purchase(s).

The Credit Agreement imposes financial covenants that require the Partnership 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. The Partnership was in compliance with the foregoing covenants at September 30, 2025.

Please read Note 9 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on the Credit Agreement.

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Supplemental cash flow information

The following table presents supplemental cash flow information related to the Credit Agreement for the periods presented (in thousands):


	Nine Months Ended
	September 30,
	2025		2024
Borrowings from working capital revolving credit facility	$	2,032,600	$	1,896,200
Payments on working capital revolving credit facility		(2,021,500)		(1,693,800)
Net borrowings from working capital revolving credit facility	$	11,100	$	202,400
Borrowings from revolving credit facility	$	39,700	$	218,800
Payments on revolving credit facility		(81,900)		(421,800)
Net payments on revolving credit facility	$	(42,200)	$	(203,000)

Senior Notes

The Partnership had 6.875% senior notes due 2029, 8.250% senior notes due 2032 and 7.125% senior notes due 2033 (discussed below) outstanding at September 30, 2025. Please read Note 9 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on the 6.875% senior notes due 2029 and the 8.250% senior notes due 2032.

7.125% Senior Notes Due 2033

On June 23, 2025, the Issuers issued $450.0 million aggregate principal amount of 7.125% senior notes due 2033 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The Partnership used the net proceeds from the offering to fund the purchase of a portion of the 2027 Notes in a cash tender offer and to repay a portion of the borrowings outstanding under its Credit Agreement.

On June 23, 2025, the Partnership redeemed $360.3 million of the 2027 Notes, and the Issuers delivered a Notice of Full Redemption to Regions Bank, as trustee, for all of the outstanding 2027 Notes not purchased in the tender offer. On August 1, 2025, the Partnership redeemed the remaining portion of the 2027 Notes in the amount of $39.7 million.

As a result of the redemption of all $400.0 million of the 2027 Notes, the Partnership recorded a loss from early extinguishment of debt of $0.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively. This loss consists of a non-cash write-off of a portion of the remaining unamortized original issue discount of $0.2 million and $1.9 million for the three and nine months ended September 30, 2025, respectively, and a cash call premium of $0 and $1.1 million for the three and nine months ended September 30, 2025, respectively.

2033 Notes Indenture

In connection with the issuance of the 2033 Notes on June 23, 2025, the Issuers and the subsidiary guarantors and Regions Bank, as trustee, entered into an indenture (the “2033 Notes Indenture”).

The 2033 Notes will mature on July 1, 2033 with interest accruing at a rate of 7.125% per annum. Interest is payable beginning January 1, 2026 and thereafter semi-annually in arrears on January 1 and July 1 of each year. The 2033 Notes are guaranteed on a joint and several senior unsecured basis by certain subsidiaries of the Partnership. 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 the Partnership that is a

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significant subsidiary or any group of its restricted subsidiaries that, taken together, would constitute a significant subsidiary of the Partnership, will automatically cause the outstanding 2033 Notes to become due and payable.

At any time prior to July 1, 2028, the Issuers have the option to redeem up to 35% of the 2033 Notes, in an amount not greater than the net cash proceeds of certain equity offerings, at a redemption price (expressed as a percentage of principal amount) of 107.125%, plus accrued and unpaid interest, if any, to the redemption date. The Issuers have the option to redeem all or part of the 2033 Notes at any time on or after July 1, 2028, at the redemption prices (expressed as percentages of principal amount) of 103.563% for the twelve-month period beginning July 1, 2028, 101.781% for the twelve-month period beginning July 1, 2029, and 100% beginning on July 1, 2030 and at any time thereafter, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to July 1, 2028, the Issuers may redeem all or part of the 2033 Notes at a redemption price equal to the sum of the principal amount thereof, plus a make whole premium, plus accrued and unpaid interest, if any, to the redemption date. 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.

The 2033 Notes Indenture contains covenants that limit the Partnership’s 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 its subsidiaries, create liens, sell assets or merge with other entities. 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 the Partnership’s covenants under the 2033 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of the Partnership 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.

Financing Obligations

The Partnership had financing obligations outstanding at September 30, 2025 and December 31, 2024 associated with historical sale-leaseback transactions that did not meet the criteria for sale accounting. Please read Note 9 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on these financial obligations.

Deferred Financing Fees

The Partnership incurs bank fees related to its Credit Agreement and other financing arrangements. These deferred financing fees are capitalized and amortized over the life of the Credit Agreement or other financing arrangements. In 2025, the Partnership capitalized additional financing fees of $17.2 million, consisting of $8.8 million in connection with the issuance of the 2033 Notes and $8.4 million in connection with the Eleventh Amendment. These expenses are included in interest expense in the accompanying consolidated statement of operations for the nine months ended September 30, 2025. The Partnership had unamortized deferred financing fees of $29.6 million and $19.9 million at September 30, 2025 and December 31, 2024, respectively.

Unamortized fees related to the Credit Agreement are included in other current assets and other long-term assets and amounted to $11.2 million and $6.2 million at September 30, 2025 and December 31, 2024, respectively. Unamortized fees related to the senior notes are presented as a direct deduction from the carrying amount of that debt liability and amounted to $18.0 million and $13.3 million at September 30, 2025 and December 31, 2024, respectively. Unamortized fees related to the Partnership’s sale-leaseback transactions are presented as a direct deduction from the carrying amount of the financing obligation and amounted to $0.4 million at both September 30, 2025 and December 31, 2024.

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Amortization expense of $1.9 million for each of the three months ended September 30, 2025 and 2024, and $5.6 million for each of the nine months ended September 30, 2025 and 2024 is included in interest expense in the accompanying consolidated statements of operations.

Note 7. Derivative Financial Instruments

The Partnership principally uses derivative instruments, which include regulated exchange-traded futures and options contracts (collectively, “exchange-traded derivatives”) and physical and financial forwards and over-the-counter (“OTC”) swaps (collectively, “OTC derivatives”), to reduce its exposure to unfavorable changes in commodity market prices. The Partnership uses these exchange-traded and OTC derivatives to hedge commodity price risk associated with its inventory and undelivered forward commodity purchases and sales (“physical forward contracts”). The Partnership accounts for derivative transactions in accordance with ASC Topic 815, “Derivatives and Hedging,” (“ASC 815”) and recognizes derivatives instruments as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented in earnings, unless specific hedge accounting criteria are met.

The following table summarizes the notional values related to the Partnership’s derivative instruments outstanding at September 30, 2025:


	Units (1)		Unit of Measure
Exchange-Traded Derivatives
Long		68,782	Thousands of barrels
Short		(70,403)	Thousands of barrels

OTC Derivatives (Petroleum/Ethanol)
Long		9,832	Thousands of barrels
Short		(7,123)	Thousands of barrels

(1)

Number of open positions and gross notional values do not measure the Partnership’s risk of loss, quantify risk or represent assets or liabilities of the Partnership, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements.

Derivatives Accounted for as Hedges

Fair Value Hedges

The Partnership’s fair value hedges include exchange-traded futures contracts and OTC derivative contracts that are hedges against inventory with specific futures contracts matched to specific barrels. The change in fair value of these futures contracts and the change in fair value of the underlying inventory generally provide an offset to each other in the consolidated statements of operations.

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The following table presents the gains and losses from the Partnership’s derivative instruments involved in fair value hedging relationships recognized in the consolidated statements of operations for the periods presented (in thousands):


	Location of Gain (Loss)	Three Months Ended				Nine Months Ended
	Recognized in Income on	September 30,				September 30,
	Derivatives	2025		2024		2025		2024
Derivatives in fair value hedging relationship
Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products	Cost of sales	$	(398)	$	10,028	$	20,727	$	13,422
Hedged items in fair value hedge relationship
Physical inventory	Cost of sales	$	3,622	$	(11,003)	$	(20,997)	$	(17,608)

Derivatives Not Accounted for as Hedges

The Partnership utilizes petroleum and ethanol commodity contracts to hedge price risk in certain commodity inventories and physical forward contracts.

The following table presents the gains and losses from the Partnership’s derivative instruments not involved in a hedging relationship recognized in the consolidated statements of operations for the periods presented (in thousands):

Location of Gain (Loss)

Three Months Ended

Nine Months Ended

Derivatives not designated as

Recognized in

September 30,

hedging instruments

Income on Derivatives

2025

2024

2025

2024

Commodity contracts

Cost of sales

10,608

2,706

666

2,456

The Partnership’s commodity contracts and other derivative activity include: (i) exchange-traded derivative contracts that are hedges against inventory and either do not qualify for hedge accounting or are not designated in a hedge accounting relationship, (ii) undelivered physical forward contracts, (iii) exchange-traded derivative contracts used to economically hedge physical forward contracts, (iv) financial forward and OTC swap agreements used to economically hedge physical forward contracts and (v) the derivative instruments under the Partnership’s controlled trading program. The Partnership does not take the normal purchase and sale exemption available under ASC 815 for any of its physical forward contracts.

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The following table presents the fair value of each classification of the Partnership’s derivative instruments and its location in the consolidated balance sheets at September 30, 2025 and December 31, 2024 (in thousands):


		September 30, 2025
		Derivatives		Derivatives Not
		Designated as		Designated as
		Hedging		Hedging
	Balance Sheet Location	Instruments		Instruments		Total
Asset Derivatives:
Exchange-traded derivative contracts	Broker margin deposits	$	1,647	$	45,731	$	47,378
Forward derivative contracts (1)	Derivative assets		—		8,183		8,183
Total asset derivatives		$	1,647	$	53,914	$	55,561

Liability Derivatives:
Exchange-traded derivative contracts	Broker margin deposits	$	—	$	(30,133)	$	(30,133)
Forward derivative contracts (1)	Derivative liabilities		—		(13,506)		(13,506)
Total liability derivatives		$	—	$	(43,639)	$	(43,639)


		December 31, 2024
		Derivatives		Derivatives Not
		Designated as		Designated as
		Hedging		Hedging
	Balance Sheet Location	Instruments		Instruments		Total
Asset Derivatives:
Exchange-traded derivative contracts	Broker margin deposits	$	(9,355)	$	38,483	$	29,128
Forward derivative contracts (1)	Derivative assets		—		13,710		13,710
Total asset derivatives		$	(9,355)	$	52,193	$	42,838

Liability Derivatives:
Exchange-traded derivative contracts	Broker margin deposits	$	—	$	(30,936)	$	(30,936)
Forward derivative contracts (1)	Derivative liabilities		—		(6,105)		(6,105)
Total liability derivatives		$	—	$	(37,041)	$	(37,041)

(1)	Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps.

Credit Risk

The Partnership’s derivative financial instruments do not contain credit risk related to other contingent features that could cause accelerated payments when these financial instruments are in net liability positions.

The Partnership is exposed to credit loss in the event of nonperformance by counterparties to the Partnership’s exchange-traded and OTC derivative contracts, but the Partnership has no current reason to expect any material nonperformance by any of these counterparties. Exchange-traded derivative contracts, the primary derivative instrument utilized by the Partnership, are traded on regulated exchanges, greatly reducing potential credit risks. The Partnership utilizes major financial institutions as its clearing brokers for all New York Mercantile Exchange (“NYMEX”), Chicago Mercantile Exchange (“CME”) and Intercontinental Exchange (“ICE”) derivative transactions and the right of offset exists with these financial institutions under master netting agreements. Accordingly, the fair value of the Partnership’s exchange-traded derivative instruments is presented on a net basis in the consolidated balance sheets. Exposure on OTC derivatives is limited to the amount of the recorded fair value as of the balance sheet dates.

Please read Note 2 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on derivative financial instruments.

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Note 8. Fair Value Measurements

The following tables present, by level within the fair value hierarchy, the Partnership’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):


	Fair Value at September 30, 2025
					Cash Collateral
	Level 1		Level 2		Netting		Total
Assets:
Forward derivative contracts (1)	$	—	$	8,183	$	—	$	8,183
Exchange-traded/cleared derivative instruments (2)		17,245		—		3,354		20,599
Total assets	$	17,245	$	8,183	$	3,354	$	28,782

Liabilities:
Forward derivative contracts (1)	$	—	$	(13,506)	$	—	$	(13,506)


	Fair Value at December 31, 2024
					Cash Collateral
	Level 1		Level 2		Netting		Total
Assets:
Forward derivative contracts (1)	$	—	$	13,710	$	—	$	13,710
Exchange-traded/cleared derivative instruments (2)		(1,808)		—		21,943		20,135
Pension plans		3,936		—		—		3,936
Total assets	$	2,128	$	13,710	$	21,943	$	37,781

Liabilities:
Forward derivative contracts (1)	$	—	$	(6,105)	$	—	$	(6,105)

(1)	Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps.

(2)	Amount includes the effect of cash balances on deposit with clearing brokers.

This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. The carrying amounts of certain of the Partnership’s financial instruments, including cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities. The carrying value of the credit facility approximates fair value due to the variable rate nature of these financial instruments.

The determination of the fair values above incorporates factors including not only the credit standing of the counterparties involved, but also the impact of the Partnership’s nonperformance risks on its liabilities.

The Partnership estimates the fair values of its senior notes using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered

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Level 2 inputs. The fair values of the senior notes, estimated by observing market trading prices of the respective senior notes, were as follows (in thousands):


	September 30, 2025				December 31, 2024
	Face		Fair		Face		Fair
	Value		Value		Value		Value
7.00% senior notes due 2027	$	—	$	—	$	400,000	$	400,500
6.875% senior notes due 2029	$	350,000	$	352,625	$	350,000	$	347,813
8.250% senior notes due 2032	$	450,000	$	474,187	$	450,000	$	464,063
7.125% senior notes due 2033	$	450,000	$	460,125	$	—	$	—

Non-Recurring Fair Value Measurements

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as acquired assets and liabilities, losses related to firm non-cancellable purchase commitments or long-lived assets subject to impairment. For assets and liabilities measured on a non-recurring basis during the period, accounting guidance requires quantitative disclosures about the fair value measurements separately for each major category.

Note 9. Environmental Liabilities

The following table presents a summary roll forward of the Partnership’s environmental liabilities at September 30, 2025 (in thousands):


	Balance at				Other		Balance at
	December 31,		Payments		Adjustments		September 30,
Environmental Liability Related to:	2024		2025		2025		2025
Retail gasoline stations	$	58,344	$	(2,316)	$	1,019	$	57,047
Terminals		40,727		(1,063)		27		39,691
Total environmental liabilities	$	99,071	$	(3,379)	$	1,046	$	96,738
Current portion	$	7,704					$	7,704
Long-term portion		91,367						89,034
Total environmental liabilities	$	99,071					$	96,738

In addition to environmental liabilities related to the Partnership’s retail gasoline stations, the Partnership retains some of the environmental obligations associated with certain gasoline stations that the Partnership has sold.

The Partnership’s estimates used in these environmental liabilities are based on all known facts at the time and its assessment of the ultimate remedial action outcomes. Among the many uncertainties that impact the Partnership’s estimates are the necessary regulatory approvals for, and potential modification of, its remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment, relief of obligations through divestitures of sites and the possibility of existing legal claims giving rise to additional claims. Dispositions generally represent relief of legal obligations through the sale of the related property with no retained obligation. Other adjustments generally represent changes in estimates for existing obligations or obligations associated with new sites. Therefore, although the Partnership believes that these environmental liabilities are adequate, no assurances can be made that any costs incurred in excess of these environmental liabilities or outside of indemnifications or not otherwise covered by insurance would not have a material adverse effect on the Partnership’s financial condition, results of operations or cash flows.

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Note 10. Equity Method Investments

BIG GRP 275 Grove JV LLC

On January 23, 2025, the Partnership, through its wholly owned subsidiary, Global HQ 2 LLC, invested in BIG GRP 275 Grove JV LLC (“BGRP”), a joint venture formed with unrelated third parties to acquire and operate an office building located in Newton, Massachusetts. Also on January 23, 2025, the Partnership signed a 12-year lease arrangement for space in this property that will serve as the Partnership’s principal executive office at the termination of its existing leased space in Waltham, Massachusetts in 2026.

The Partnership accounts for its less than 20% interest in BGRP as an equity method investment. Under this method with regard to BGRP, the investment is carried originally at cost, increased by any allocated share of the investee’s net income and contributions made, and decreased by any allocated share of the investee’s net losses and distributions received. The investee’s allocated share of income and losses is based on the rights and priorities outlined in the joint venture agreement.

The Partnership recognized income of $0.4 million and $1.9 million for the three and nine months ended September 30, 2025, respectively, which is included in income (loss) from equity method investments in the accompanying consolidated statements of operations. The Partnership’s investment balance in the joint venture was $13.8 million at September 30, 2025 which is included in equity method investments in the accompanying consolidated balance sheet.

Everett Landco GP, LLC

On October 23, 2023, the Partnership, through its wholly owned subsidiary, Global Everett Landco, LLC, entered into a Limited Liability Company Agreement (the “Everett LLC Agreement”) of Everett Landco GP, LLC (“Everett”), a Delaware limited liability company formed as a joint venture with Everett Investor LLC (the “Everett Investor”), an entity controlled by an affiliate of The Davis Companies, a company primarily involved in the acquisition, development, management and sale of commercial real estate. In accordance with the Everett LLC Agreement, the Partnership agreed to invest up to $30.0 million for an initial 30% ownership interest in the joint venture.

The joint venture was formed to invest, directly or indirectly, in Everett Landco, LLC, (“Landco”), an entity formed to acquire from ExxonMobil Corporation (“ExxonMobil”) specified real estate (formerly operated as a refined products terminal), consisting of, in part, multiple facilities used to store and transport petroleum products including oil storage tanks and related facilities located in Everett, Massachusetts (the “Project Site”) and thereafter proceed with certain decommissioning, demolition, environmental remediation, entitlement, horizontal development, and other development activities with respect to the Project Site in one or more phases.

Everett is a variable interest entity for which the Partnership is not the primary beneficiary and, therefore, is not consolidated in the Partnership’s consolidated financial statements. The Partnership accounts for its investment in Everett as an equity method investment as the Partnership has significant influence, but not a controlling interest in the investee.

The Partnership recognized $0 for each of the three months ended September 30, 2025 and 2024, and $0 and income of $0.2 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in income (loss) from equity method investments in the accompanying consolidated statements of operations. The Partnership’s investment balance in the joint venture was $22.1 million and $17.2 million at September 30, 2025 and December 31, 2024, respectively, which is included in equity method investments in the accompanying consolidated balance sheets.

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On December 5, 2023, Landco completed the purchase of the Project Site. In addition, the Partnership provided certain financial guarantees of Everett’s performance pursuant to a Terminal Demolition and Remediation Responsibilities Agreement (“TDRRA”) between Landco and ExxonMobil (the “Remediation Guaranty”). The Remediation Guaranty was executed at the closing of the Project Site purchase, concurrently with Landco’s execution of the TDRRA. The Remediation Guaranty was provided to ExxonMobil to provide security for Landco’s obligations to perform and complete the demolition and remediation responsibilities set forth in the TDRRA. The maximum amount of financial assurances liability of the Partnership under the Remediation Guaranty is $75.0 million (the “Guaranty Threshold”). The Guaranty Threshold will be reduced on a dollar-for-dollar basis as Landco undertakes demolition and remediation activities under the TDRRA. Through September 30, 2025, Everett expended $46.2 million on such demolition and remediation activities, which reduced the Guaranty Threshold to $28.8 million.

The Partnership received financial assurances from the Everett Investor and certain of its affiliates that allow the Partnership to recover 70% of any amounts paid under the Remediation Guaranty, up to $52.5 million. The Partnership’s loss exposure for the Everett investment is limited to the Partnership’s investment in the joint venture and any amounts due under the Remediation Guaranty. The Partnership recognized its performance obligation under the Remediation Guaranty at fair value, which was immaterial at both September 30, 2025 and December 31, 2024.

Spring Partners Retail LLC

On March 1, 2023, the Partnership entered into a Limited Liability Company Agreement, as amended (the “SPR LLC Agreement”) of SPR, a Delaware limited liability company formed as a joint venture with ExxonMobil for the purpose of engaging in the business of operating retail locations in the state of Texas and such other states as may be approved by SPR’s board of managers. In accordance with the SPR LLC Agreement, the Partnership invested $69.5 million in cash for a 49.99% ownership interest. ExxonMobil has the remaining 50.01% ownership interest in SPR. SPR is managed by a two-person board of managers, one of whom is designated by the Partnership. The day-to-day activities of SPR are operated by SPR Operator, a wholly owned subsidiary of the Partnership. SPR Operator provides administrative and support functions, such as operations and management support, accounting, legal and human resources and information technology services and systems to SPR for an annual fixed fee.

The Partnership accounts for its investment in SPR as an equity method investment as the Partnership has significant influence, but not a controlling interest in the investee. Under this method with regard to SPR, the investment is carried originally at cost, increased by any allocated share of the investee’s net income and contributions made, and decreased by any allocated share of the investee’s net losses and distributions received. The investee’s allocated share of income and losses is based on the rights and priorities outlined in the joint venture agreement.

On June 1, 2023, SPR acquired a portfolio of 64 Houston-area convenience and fueling facilities from Landmark Industries, LLC and its related entities. The portfolio included 67 sites as of September 30, 2025.

The Partnership recognized income (loss) of $0.2 million and ($0.1 million) for the three months ended September 30, 2025 and 2024, respectively, and $1.1 million and ($2.1 million) for the nine months ended September 30, 2025 and 2024, respectively, which is included in income (loss) from equity method investments in the accompanying consolidated statements of operations. The Partnership’s investment balance in the joint venture was $76.6 million and $75.5 million at September 30, 2025 and December 31, 2024, respectively, which is included in equity method investments in the accompanying consolidated balance sheets.

Note 11. Related Party Transactions

Services Agreement—The Partnership is a party to a services agreement with various entities which own limited partner interests in the Partnership and interests in the General Partner and which are 100% owned by members of the Slifka family (the “Slifka Entities Services Agreement”), pursuant to which the Partnership provides certain tax,

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accounting, treasury, and legal support services and such Slifka entities pay the Partnership an annual services fee of $20,000, and which Slifka Entities Services Agreement has been approved by the Conflicts Committee of the board of directors of the General Partner. The Slifka Entities Services Agreement is for an indefinite term and any party may terminate some or all of the services upon ninety (90) days’ advance written notice. As of September 30, 2025, no such notice of termination had been given by any party to the Slifka Entities Services Agreement.

General Partner—Affiliates of the Slifka family own 100% of the ownership interests in the General Partner. The General Partner employs substantially all of the Partnership’s employees, except for most of its gasoline station and convenience store employees, who are employed by GMG, and for substantially all of the employees who primarily or exclusively provide services to SPR, who are employed by SPR Operator. The Partnership reimburses the General Partner for expenses incurred in connection with these employees. These expenses, including bonus, payroll and payroll taxes, were $56.1 million and $55.1 million for the three months ended September 30, 2025 and 2024, respectively, and $188.9 million and $165.4 million for the nine months ended September 30, 2025 and 2024, respectively. The Partnership also reimburses the General Partner for its contributions under the General Partner’s 401(k) Savings and Profit Sharing Plan.

Spring Partners Retail LLC—The Partnership, through its subsidiary, SPR Operator, is party to an operations and maintenance agreement with the Partnership’s joint venture, SPR (see Note 10). Pursuant to this agreement, certain employees of the Partnership provide SPR with services including administrative and support functions, such as operations and management support, accounting, legal and human resources and information technology services and systems to SPR for which SPR pays SPR Operator, and therefore the Partnership, an annual fixed fee. The Partnership received $0.7 million and $0.8 million from SPR associated with the operations and management agreement for the three months ended September 30, 2025 and 2024, respectively, and $1.9 million and $2.7 million for the nine months ended September 30, 2025 and 2024, respectively, which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. In addition, SPR Operator employs substantially all of the employees who primarily or exclusively provide services to the Partnership’s joint venture. SPR reimburses the Partnership for direct expenses incurred in connection with these employees, which amounted to $3.4 million and $4.6 million for the three months ended September 30, 2025 and 2024, respectively, and $10.3 million and $13.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Accounts receivable–affiliates consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Receivables from the General Partner (1)	$	3,633	$	5,156
Receivables from Spring Partners Retail LLC (2)		1,418		1,094
Total	$	5,051	$	6,250

(1)	Receivables from the General Partner reflect the Partnership’s prepayment of payroll taxes and payroll accruals to the General Partner and are due to the timing of the payroll obligations.

(2)	Receivables from SPR reflect the Partnership’s payment of direct expenditures on behalf of SPR under the operations and maintenance agreement.

BIG GRP 275 Grove JV LLC—On January 23, 2025, the Partnership, through its wholly owned subsidiary, Global HQ 2 LLC, entered into a Limited Liability Company Agreement, as amended, of BGRP, a Delaware limited liability company formed as a joint venture with unrelated third parties to acquire and operate an office building located in Newton, Massachusetts. Also on January 23, 2025, the Partnership signed a 12-year lease arrangement for space in this property that will serve as the Partnership’s principal executive office at the termination of its existing leased space in Waltham, Massachusetts in 2026. See Note 10.

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Everett Landco GP, LLC—On October 23, 2023, the Partnership, through its wholly owned subsidiary, Global Everett Landco, LLC, entered into the Everett LLC Agreement of Everett, a Delaware limited liability company formed as a joint venture with the Everett Investor, an entity controlled by an affiliate of The Davis Companies, a company primarily involved in the acquisition, development, management and sale of commercial real estate. See Note 10.

Sale of the Revere Terminal—On June 28, 2022, the Partnership completed the sale of its terminal located on Boston Harbor in Revere, Massachusetts (the “Revere Terminal”) to Revere MA Owner LLC (the “Revere Buyer”) for a purchase price of $150.0 million in cash. In connection with closing under the purchase agreement between the Partnership and the Revere Buyer, the Partnership entered into a leaseback agreement, which meets the criteria for sale accounting, with the Revere Buyer pursuant to which the Partnership leases back key infrastructure at the Revere Terminal, including certain tanks, dock access rights, and loading rack infrastructure, to allow the Partnership to continue business operations at the Revere Terminal. The Partnership terminated the leaseback agreement on September 30, 2024.

Pursuant to the terms of the purchase agreement the Partnership entered into with affiliates of the Slifka family (the “Initial Sellers”), related parties, in 2015 to acquire the Revere Terminal, the Initial Sellers were entitled to an amount equal to fifty percent of the net proceeds (as defined in the 2015 purchase agreement) (the “Initial Sellers Share”) from the sale of the Revere Terminal. At the time of the 2022 closing, the preliminary calculation of the Initial Sellers Share was $44.3 million, which amount was subject to future revisions.

The final calculation of the Initial Sellers Share, including a sharing of any additional expenses in order to satisfy outstanding obligations under the Partnership’s then current government storage contract at the Revere Terminal and potential operating losses or profits relating to the operation of the Revere Terminal during the initial leaseback term, was expected to occur upon the expiration of such storage contract. The Partnership recorded $0 and $21.5 million of such additional expenses due to the Initial Sellers which are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively.

On January 17, 2025, the Partnership preliminarily settled its obligations under the purchase agreement and the storage contract at the Revere Terminal and paid an additional $22.1 million relating to the final calculation of the Initial Sellers Share, as adjusted for shared expenses and potential operating losses or profits. On May 6, 2025, the final calculation of the Initial Sellers share was determined and resulted in an amount due from the Initial Sellers of $0.7 million which was reimbursed to the Partnership.

Note 12. Partners’ Equity and Cash Distributions

Partners’ Equity

Common Units and General Partner Interest

At September 30, 2025, there were 33,995,563 common units issued, including 5,938,539 common units held by affiliates of the General Partner, including directors and executive officers, and 169,724 common units held by the General Partner on behalf of the Partnership pursuant to its repurchase program for future LTIP obligations, collectively representing a 99.33% limited partner interest in the Partnership, and 230,303 general partner units representing a 0.67% general partner interest in the Partnership. There were no changes to common units or the general partner interest during the three and nine months ended September 30, 2025.

Series A Preferred Units

On April 15, 2024 the Partnership redeemed all 2,760,000 of its 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

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$0.514275 per unit cash distribution for the period from February 15, 2024 through April 14, 2024. Effective April 15, 2024, the Series A Preferred Units are no longer outstanding.

Series B Preferred Units

At September 30, 2025, there were 3,000,000 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units issued representing limited partners interests (the “Series B Preferred Units”) for $25.00 per Series B Preferred Unit outstanding. There were no changes to the Series B Preferred Units during the three and nine months ended September 30, 2025.

Cash Distributions

Common Units

The Partnership intends to make cash distributions to common unitholders on a quarterly basis, although there is no assurance as to the future cash distributions since they are dependent upon future earnings, capital requirements, financial condition and other factors. The Credit Agreement prohibits the Partnership from making cash distributions if any potential default or Event of Default, as defined in the Credit Agreement, occurs or would result from the cash distribution. The indentures governing the Partnership’s outstanding senior notes also limit the Partnership’s ability to make distributions to its common unitholders in certain circumstances.

Within 45 days after the end of each quarter, the Partnership will distribute all of its Available Cash (as defined in its partnership agreement) to common unitholders of record on the applicable record date.

The Partnership will make distributions of Available Cash from distributable cash flow for any quarter in the following manner: 99.33% to the common unitholders, pro rata, and 0.67% to the General Partner, until the Partnership distributes for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; and thereafter, cash in excess of the minimum quarterly distribution is distributed to the common unitholders and the General Partner based on the percentages as provided below.

As holder of the IDRs, the General Partner is entitled to incentive distributions if the amount that the Partnership distributes 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	%

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GLOBAL PARTNERS LP 10-Q