UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~February~~March 1831, 2026

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware

000-50056

05-0527861

(State of incorporation

or organization)

(Commission file number)

(I.R.S. employer identification number)

4200 Stone Road

Kilgore, Texas 75662

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (903) 983-6200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 partnership interests	MMLP	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. o

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~February 18~~March 31, 2026, Martin ~~Midstream~~Operating ~~Partners~~Partnership L.P. (the "“Operating Partnership"”), ~~issued~~ a ~~press~~wholly ~~release~~owned ~~reporting~~subsidiary ~~its~~of ~~financial~~Martin ~~results~~Midstream ~~for~~Partners L.P. (the ~~quarter~~“Partnership”), ~~and~~the ~~year~~Partnership ~~ended~~and ~~December 31,~~certain ~~2025. A copy~~ of the ~~press~~Partnership’s ~~release~~other issubsidiaries ~~furnished~~entered asinto ~~Exhibit 99.1~~a toThird ~~this~~Amendment ~~Current~~to ~~Report~~Fourth onAmended ~~Form 8-K~~ and ~~will~~Restated beCredit ~~published~~Agreement on (the ~~Partnership's~~“Third ~~website~~Amendment”) ~~at www.MMLP.com. In accordance~~ with ~~General~~Royal ~~Instruction~~Bank ~~B.2~~ of ~~Form 8-K~~Canada, ~~the~~as ~~information~~administrative ~~set~~agent ~~forth~~and ~~herein~~collateral agent, and in the ~~press~~lenders ~~release~~party isthereto, ~~deemed~~which toamends bethe ~~“furnished”~~Fourth Amended and ~~shall~~Restated ~~not~~Credit beAgreement, ~~deemed~~dated toeffective beas ~~“filed” for purposes~~ of ~~Section~~February 188, of2023 ~~the~~(as ~~Securities~~previously ~~Exchange Act of 1934~~amended, ~~as amended (~~the “~~Exchange~~Credit ~~Act~~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

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 and Exhibit 99.2 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.


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).

ExhibitNumber						Description
99.1						Press release dated February 18, 2026
99.2						Supplemental information - Martin Midstream Partners L.P. Fourth Quarter and Full Year Earnings Summary
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARTIN MIDSTREAM PARTNERS L.P. By: Martin Midstream GP LLC,Its General Partner

Date: February 18, 2026

By: /s/ Sharon L. Taylor

Date: March 31, 2026

By: /s/ Sharon L. Taylor

Sharon L. Taylor

Executive Vice President and Chief Financial Officer

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