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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 December 31, 2025


☐			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: 001-35172

NGL Energy Partners LP

(Exact Name of Registrant as Specified in Its Charter)


Delaware		27-3427920
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

6120 South Yale Avenue, Suite 1300
Tulsa,	Oklahoma	74136
(Address of Principal Executive Offices)		(Zip Code)

(918) 481-1119

(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

NGL

New York Stock Exchange

Fixed-to-floating rate cumulative redeemable perpetual preferred units

NGL-PB

New York Stock Exchange

Fixed-to-floating rate cumulative redeemable perpetual preferred units

NGL-PC

New York Stock Exchange

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 (§232.405 of this chapter) 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 ☒

At January 30, 2026, there were 123,814,289 common units issued and outstanding.

Table of Contents

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets at December 31, 2025 and March 31, 2025	3
	Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended December 31, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended December 31, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Changes in Equity for the three months and nine months ended December 31, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2025 and 2024	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	64
Item 4.	Controls and Procedures	66
PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	68
SIGNATURES		69

Table of Contents

Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains various forward-looking statements and information that are based on NGL Energy Partners LP’s (“we,” “us,” “our,” or the “Partnership”) beliefs and those of our general partner (“GP”), as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Certain words in this Quarterly Report such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions and statements regarding our plans and objectives for future operations, identify forward-looking statements. Although we and our GP believe such forward-looking statements are reasonable, neither we nor our GP can assure they will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected. Among the key risk factors that may affect our consolidated financial position and results of operations are:

•the prices of crude oil, natural gas liquids, gasoline and energy prices generally;

•the general level of demand, and the availability of supply for crude oil, natural gas liquids and gasoline;

•the level of crude oil and natural gas drilling and production in areas where we have operations and facilities;

•the ability to obtain adequate supplies of products if an interruption in supply or transportation occurs and the availability of capacity to transport products to market areas;

•the effect of weather conditions on supply and demand for crude oil, natural gas liquids and gasoline;

•the effect of natural disasters, earthquakes, hurricanes, tornados, lightning strikes, or other significant weather events;

•the availability of local, intrastate, and interstate transportation infrastructure with respect to our transportation services;

•the availability, price, and marketing of competing fuels;

•the effect of energy conservation efforts on product demand;

•energy efficiencies and technological trends;

•the issuance of executive orders, changes in applicable laws, regulations and policies, including tax, environmental, transportation, and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the effect of such laws, regulations and policies (now existing or in the future) on our business operations;

•the effect of executive orders and legislative and regulatory actions on hydraulic fracturing, water disposal and transportation, the treatment of flowback and produced water, seismic activity, and drilling and right-of-way access on federal and state lands;

•delays or restrictions in obtaining, utilizing or maintaining permits and/or rights-of-way by us or our customers;

•hazards or operating risks related to transporting and distributing petroleum products that may not be fully covered by insurance;

•the maturity of the crude oil and natural gas liquids industries and competition from other markets;

•loss of key personnel;

•the impact of competition on our operations, including our ability to renew contracts with key customers;

•the ability to maintain or increase the margins we realize for our services;

•the ability to renew leases for our leased equipment and storage facilities;

•inflation, interest rates, tariffs and general economic conditions (including recessions and other future disruptions and volatility in the global credit markets, as well as the impact of these events on customers and suppliers);

•the nonpayment, nonperformance or bankruptcy by our counterparties;

•the availability and cost of capital and our ability to access certain capital sources;

•a deterioration of the credit and capital markets;

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•the ability to successfully identify and complete accretive organic growth projects;

•the costs and effects of legal and administrative proceedings;

•changes in general economic conditions, including market and macroeconomic disruptions resulting from global pandemics and related governmental responses, and international military conflicts (such as the war in Ukraine and conflicts in the Middle East);

•political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and sale of crude oil, natural gas and natural gas liquids; and

•information technology risks including the risk from cyberattacks, cybersecurity breaches, and other disruptions to our information systems.

You should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this Quarterly Report. Except as may be required by state and federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise. When considering forward-looking statements, please review the risks discussed under Part I, Item 1A–“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(in Thousands, except unit amounts)


	December 31, 2025		March 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,476	$	5,649
Accounts receivable, net of allowance for expected credit losses of $1,255 and $3,689, respectively	597,578		579,468
Accounts receivable-affiliates	419		730
Inventories	78,809		69,916
Prepaid expenses and other current assets	37,963		63,651
Assets held for sale	—		175,207
Assets of discontinued operations	150		67,432
Total current assets	721,395		962,053
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $1,229,618 and $1,104,582, respectively	2,102,797		2,066,847
GOODWILL	599,348		599,348
INTANGIBLE ASSETS, net of accumulated amortization of $383,152 and $340,334, respectively	819,996		851,347

OPERATING LEASE RIGHT-OF-USE ASSETS	119,462		109,870
OTHER NONCURRENT ASSETS	19,587		19,975
Total assets	$	4,382,585	$	4,609,440
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	451,663	$	461,980
Accounts payable-affiliates	1		102
Accrued expenses and other payables	139,168		135,233
Advance payments received from customers	13,685		10,347
Current maturities of long-term debt	8,918		8,805
Operating lease obligations	33,337		27,911
Liabilities held for sale	—		42,103
Liabilities of discontinued operations	4		52,749
Total current liabilities	646,776		739,230
LONG-TERM DEBT, net of debt issuance costs of $37,691 and $43,144, respectively, and current maturities	2,924,455		2,961,703
OPERATING LEASE OBLIGATIONS	88,604		85,240
OTHER NONCURRENT LIABILITIES	132,904		125,897
COMMITMENTS AND CONTINGENCIES (NOTE 7)

CLASS D 9.00% PREFERRED UNITS, 511,494 and 600,000 preferred units issued and outstanding, respectively	469,845		551,097
REDEEMABLE NONCONTROLLING INTERESTS	506		424

EQUITY:
General partner, representing a 0.1% interest, 124,236 and 132,145 notional units, respectively	(52,893)		(52,913)
Limited partners, representing a 99.9% interest, 124,111,415 and 132,012,766 common units issued and outstanding, respectively	(194,660)		(170,275)
Class B preferred limited partners, 12,585,642 and 12,585,642 preferred units issued and outstanding, respectively	305,468		305,468
Class C preferred limited partners, 1,800,000 and 1,800,000 preferred units issued and outstanding, respectively	42,891		42,891
Accumulated other comprehensive income	—		9
Noncontrolling interests	18,689		20,669
Total equity	119,495		145,849
Total liabilities and equity	$	4,382,585	$	4,609,440

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

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(in Thousands, except unit and per unit amounts)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
REVENUES:
Product	$	716,473	$	799,464	$	1,637,146	$	1,964,352
Service and other	193,343		182,950		569,503		533,768
Total Revenues	909,816		982,414		2,206,649		2,498,120
COST OF SALES:
Product	640,510		718,150		1,433,528		1,742,160
Service and other	5,564		17,271		16,378		55,481
Total Cost of Sales	646,074		735,421		1,449,906		1,797,641
OPERATING COSTS AND EXPENSES:
Operating	70,058		74,082		214,915		222,035
General and administrative	15,608		15,029		44,077		42,110
Depreciation and amortization	62,279		66,239		192,858		190,278
Loss on disposal or impairment of assets, net	6,147		9,941		3,542		784
Revaluation of liabilities	—		(2,960)		—		(2,960)
Operating Income	109,650		84,662		301,351		248,232
OTHER INCOME (EXPENSE):
Equity in earnings of unconsolidated entities	—		1,376		201		3,198
Interest expense	(63,834)		(63,058)		(194,087)		(209,977)
(Loss) gain on early extinguishment of liabilities, net	(1,000)		—		492		—
Other income (expense), net	3,259		486		(48)		2,484
Income From Continuing Operations Before Income Taxes	48,075		23,466		107,909		43,937
INCOME TAX BENEFIT	119		274		362		4,899
Income From Continuing Operations	48,194		23,740		108,271		48,836
(Loss) Income From Discontinued Operations, net of Tax	(5)		(9,165)		39,383		(20,395)
Net Income	48,189		14,575		147,654		28,441
LESS: NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONREDEEMABLE NONCONTROLLING INTERESTS	(992)		(1,053)		(2,187)		(2,777)
LESS: NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS	(18)		(15)		(82)		(20)
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP	$	47,179	$	13,507	$	145,385	$	25,644

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)	$	11,972	$	(6,256)	$	(18,915)	$	(42,419)
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)	(5)		(9,156)		39,344		(20,375)
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)	$	11,967	$	(15,412)	$	20,429	$	(62,794)

BASIC AND DILUTED INCOME (LOSS) PER COMMON UNIT
Income (Loss) From Continuing Operations	$	0.10	$	(0.05)	$	(0.15)	$	(0.32)
(Loss) Income From Discontinued Operations, net of Tax	$	—	$	(0.07)	$	0.31	$	(0.15)
Net Income (Loss)	$	0.10	$	(0.12)	$	0.16	$	(0.47)
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING	125,158,912		132,012,766		128,058,564		132,265,839

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

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Income

(in Thousands)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
Net income	$	48,189	$	14,575	$	147,654	$	28,441
Other comprehensive income (loss)	—		109		(9)		509
Comprehensive income	$	48,189	$	14,684	$	147,645	$	28,950

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

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statement of Changes in Equity

Nine Months Ended December 31, 2025

(in Thousands, except unit amounts)


			Limited Partners
			Preferred			Common
	General Partner		Units	Amount		Units	Amount		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Equity
BALANCE AT MARCH 31, 2025	$	(52,913)	14,385,642	$	348,359	132,012,766	$	(170,275)	$	9	$	20,669	$	145,849
Contributions from noncontrolling interest owners	—		—	—		—	—		—		621		621
Distributions to preferred unitholders (Note 8)	—		—	—		—	(27,844)		—		—		(27,844)
Distributions to noncontrolling interest owners	—		—	—		—	—		—		(1,977)		(1,977)
Disposition of noncontrolling interest	—		—	—		—	—		—		11		11
Common unit repurchases and cancellations (Note 8)	—		—	—		(1,873,838)	(8,068)		—		—		(8,068)
Class D preferred units redemption - amount paid in excess of carrying value (Note 8)	—		—	—		—	(35,756)		—		—		(35,756)
Net income	6		—	—		—	68,916		—		705		69,627
Other comprehensive loss	—		—	—		—	—		(9)		—		(9)
BALANCE AT JUNE 30, 2025	(52,907)		14,385,642	348,359		130,138,928	(173,027)		—		20,029		142,454
Contributions from noncontrolling interest owners	—		—	—		—	—		—		118		118
Distributions to preferred unitholders (Note 8)	—		—	—		—	(26,136)		—		—		(26,136)
Distributions to noncontrolling interest owners	—		—	—		—	—		—		(1,385)		(1,385)
Common unit repurchases and cancellations (Note 8)	—		—	—		(4,416,425)	(21,000)		—		—		(21,000)
Net income	2		—	—		—	29,282		—		490		29,774
BALANCE AT SEPTEMBER 30, 2025	(52,905)		14,385,642	348,359		125,722,503	(190,881)		—		19,252		123,825
Contributions from noncontrolling interest owners	—		—	—		—	—		—		26		26
Distributions to preferred unitholders (Note 8)	—		—	—		—	(25,011)		—		—		(25,011)
Distributions to noncontrolling interest owners	—		—	—		—	—		—		(1,581)		(1,581)
Common unit repurchases and cancellations (Note 8)	—		—	—		(1,611,088)	(15,746)		—		—		(15,746)
Class D preferred units redemption - amount paid in excess of carrying value (Note 8)	—		—	—		—	(10,189)		—		—		(10,189)
Net income	12		—	—		—	47,167		—		992		48,171
BALANCE AT DECEMBER 31, 2025	$	(52,893)	14,385,642	$	348,359	124,111,415	$	(194,660)	$	—	$	18,689	$	119,495

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statement of Changes in Equity

Nine Months Ended December 31, 2024

(in Thousands, except unit amounts)


			Limited Partners
			Preferred			Common
	General Partner		Units	Amount		Units	Amount		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Equity
BALANCE AT MARCH 31, 2024	$	(52,834)	14,385,642	$	348,359	132,512,766	$	134,807	$	(499)	$	18,237	$	448,070
Contributions from noncontrolling interest owners	—		—	—		—	—		—		1,619		1,619
Distributions to preferred unitholders	—		—	—		—	(245,604)		—		—		(245,604)
Distributions to noncontrolling interest owners	—		—	—		—	—		—		(543)		(543)
Net (loss) income	(19)		—	—		—	9,702		—		792		10,475
Other comprehensive loss	—		—	—		—	—		(24)		—		(24)
BALANCE AT JUNE 30, 2024	(52,853)		14,385,642	348,359		132,512,766	(101,095)		(523)		20,105		213,993
Distributions to preferred unitholders	—		—	—		—	(30,752)		—		—		(30,752)
Distributions to noncontrolling interest owners	—		—	—		—	—		—		(930)		(930)
Sale of interest in saltwater disposal assets	—		—	—		—	(221)		—		1,561		1,340
Common unit repurchases and cancellations	—		—	—		(500,000)	(2,126)		—		—		(2,126)
Net (loss) income	(28)		—	—		—	2,482		—		932		3,386
Other comprehensive income	—		—	—		—	—		424		—		424
BALANCE AT SEPTEMBER 30, 2024	(52,881)		14,385,642	348,359		132,012,766	(131,712)		(99)		21,668		185,335
Distributions to preferred unitholders	—		—	—		—	(28,935)		—		—		(28,935)
Distributions to noncontrolling interest owners	—		—	—		—	—		—		(1,455)		(1,455)
Sale of interest in saltwater disposal assets	—		—	—		—	(93)		—		—		(93)
Warrant repurchases	—		—	—		—	(6,929)		—		—		(6,929)
Net (loss) income	(16)		—	—		—	13,523		—		1,053		14,560
Other comprehensive income	—		—	—		—	—		109		—		109
BALANCE AT DECEMBER 31, 2024	$	(52,897)	14,385,642	$	348,359	132,012,766	$	(154,146)	$	10	$	21,266	$	162,592

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

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(in Thousands)


	Nine Months Ended December 31,
	2025		2024
OPERATING ACTIVITIES:
Net income	$	147,654	$	28,441
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from discontinued operations, net of tax	(39,383)		20,395
Depreciation and amortization, including amortization of debt issuance costs	202,455		199,441
Gain on early extinguishment or revaluation of liabilities, net	(492)		(2,960)
Loss on disposal or impairment of assets, net	3,542		784
Change in provision for expected credit losses	34		1,867
Net adjustments to fair value of derivatives	(16,762)		6,167
Equity in earnings of unconsolidated entities	(201)		(3,198)
Distributions of earnings from unconsolidated entities	108		3,427
Lower of cost or net realizable value adjustments	—		12
Other	1,407		(902)
Changes in operating assets and liabilities:
Accounts receivable and affiliates	(24,267)		14,912
Inventories	(11,036)		(24,204)
Other current and noncurrent assets	23,225		(4,308)
Accounts payable and affiliates	(10,734)		(52,074)
Other current and noncurrent liabilities	(35,075)		(65,302)
Net cash provided by operating activities-continuing operations	240,475		122,498
Net cash provided by operating activities-discontinued operations	15,459		19,953
Net cash provided by operating activities	255,934		142,451
INVESTING ACTIVITIES:
Capital expenditures	(189,636)		(207,965)
Net settlements of derivatives	8,353		(4,837)
Proceeds from sales of assets	72,586		20,048
Proceeds from divestitures of businesses and investments, net	88,639		68,500
Investments in unconsolidated entities	—		(106)
Distributions of capital from unconsolidated entities	—		870
Net cash used in investing activities-continuing operations	(20,058)		(123,490)
Net cash provided by investing activities-discontinued operations	67,709		6,412
Net cash provided by (used in) investing activities	47,651		(117,078)
FINANCING ACTIVITIES:
Proceeds from borrowings under ABL Facility	667,000		1,801,000
Payments on ABL Facility	(684,000)		(1,575,000)
Payments on Term Loan B	(5,250)		(5,250)
Repayment and repurchase of senior secured notes	(17,274)		—
Proceeds from borrowings on other long-term debt	—		12,720
Payments on other long-term debt	(1,337)		(636)
Debt issuance costs	(1,362)		(5,104)
Contributions from noncontrolling interest owners	765		1,966
Distributions to preferred unitholders	(83,924)		(276,356)
Distributions to noncontrolling interest owners	(4,943)		(2,928)
Warrant repurchases	—		(6,929)
Class D preferred unit repurchases	(127,150)		—
Common unit repurchases and cancellations	(44,814)		(2,126)
Payments to settle contingent consideration liabilities	(126)		(676)
Net settlements of derivatives	601		734
Principal payments of finance leases	(944)		(14)
Net cash used in financing activities	(302,758)		(58,599)
Net increase (decrease) in cash and cash equivalents	827		(33,226)
Cash and cash equivalents, beginning of period	5,649		38,909
Cash and cash equivalents, end of period	$	6,476	$	5,683
Supplemental cash flow information:
Cash interest paid	$	184,926	$	234,694
Income taxes paid (net of income tax refunds)	$	2,731	$	6,032
Supplemental non-cash investing and financing activities:
Distributions declared but not paid to preferred unitholders	$	24,912	$	28,935
Accrued capital expenditures	$	18,155	$	5,370

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1—Organization and Operations

NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware master limited partnership. NGL Energy Holdings LLC serves as our general partner (“GP”). At December 31, 2025, our operations included three segments:

•Our Water Solutions segment transports, treats, recycles and disposes of produced and flowback water generated from crude oil and natural gas production. We also sell produced water for reuse and recycle to our producer customers to be used in their crude oil exploration and production activities. As part of processing water, we aggregate and sell recovered crude oil, also known as skim oil. We also dispose of solids such as tank bottoms, drilling fluids and drilling muds and perform other ancillary services such as truck washouts. Our activities in this segment are underpinned by long-term, fixed fee contracts and acreage dedications, some of which contain minimum volume commitments with leading oil and gas companies including large, investment grade producer customers.

•Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities and other trade hubs, and provides storage, terminaling, and transportation services through its owned assets. Our activities in this segment are supported by certain long-term, fixed rate contracts with acreage dedications and which include minimum volume commitments on our storage tanks and owned and leased pipelines.

•Our Liquids Logistics segment conducts supply operations for natural gas liquids to commercial, retail and industrial customers across the United States and Canada. These operations are conducted through our five owned terminals, third-party storage and terminal facilities, access to nine common carrier pipelines and a fleet of leased railcars. We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia and we also own a propane pipeline in Michigan. We attempt to reduce our exposure to price fluctuations by using back-to-back physical contracts and pre-sale agreements that allow us to lock in a margin on a percentage of our winter volumes. We also enter into financially settled derivative contracts as economic hedges of our physical inventory, physical sales and physical purchase contracts.

Discontinued Operations

Sale of Refined Products Business and Exiting Biodiesel Business

As of March 31, 2025, we completed winding down our biodiesel business.

On April 30, 2025, we sold our refined products business, including certain working capital items, to a third-party (see Note 15 for a further discussion).

The sale of our refined products business and winding down of our biodiesel business represent a strategic shift in our operations and will have a significant effect on our operations and financial results going forward. Accordingly, the results of operations and cash flows for our refined products and biodiesel businesses within our Liquids Logistics segment have been classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows. In addition, the assets and liabilities related to our refined products and biodiesel businesses were classified as either held for sale or discontinued operations within our December 31, 2025 and March 31, 2025 unaudited condensed consolidated balance sheets (see Note 16 for a further discussion).

Other Dispositions

Sale of Certain Investments in Unconsolidated Entities and Related Assets

On April 14, 2025, we sold certain investments in unconsolidated entities, property, plant and equipment and intangible assets to a third-party, which were classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 15 for a further discussion).

Sale of Certain Natural Gas Liquids Terminals and Most of Our Wholesale Propane Business

On April 30, 2025, we sold most of our wholesale propane business, 17 of our natural gas liquids terminals, our interest in an unconsolidated entity and working capital (“Wholesale Propane Disposition”) to a third-party (see Note 15 for a

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

further discussion). The assets and liabilities of this portion of our Liquids Logistics segment were classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 16 for a further discussion).

Sale of Certain Railcars

As of March 31, 2025, we entered into definitive agreements with third-parties to sell certain railcars, which have been classified as held for sale within our March 31, 2025 unaudited condensed consolidated balance sheet (see Note 15 for a further discussion).

Note 2—Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our unaudited condensed consolidated financial statements.

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited condensed consolidated financial statements exclude certain information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed in this Quarterly Report on Form 10-Q. The unaudited condensed consolidated balance sheet at March 31, 2025 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2025 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 29, 2025.

These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report. Due to the seasonal nature of certain of our operations and other factors, the results of operations for interim periods are not necessarily indicative of the results of operations to be expected for future periods or for the full fiscal year ending March 31, 2026.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented.

Critical accounting estimates we make in the preparation of our unaudited condensed consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable, the valuation of contingent consideration liabilities and accruals for environmental matters. Although we believe these estimates are reasonable, actual results could differ from those estimates.

Significant Accounting Policies

Our significant accounting policies are consistent with those disclosed in Note 2 of our audited consolidated financial statements included in our Annual Report.

Income Taxes

We qualify as a partnership for income tax purposes. As such, we generally do not pay federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership.

We have a corporate subsidiary with a deferred tax liability of $28.8 million and $29.9 million at December 31, 2025 and March 31, 2025, respectively, in connection with certain of our acquisitions, which is included within other noncurrent liabilities in our unaudited condensed consolidated balance sheets. The deferred tax liability is the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation. For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis. The deferred tax benefit recorded during the nine months ended December 31, 2025 for the corporate subsidiary was $1.1 million with an effective tax rate of 21.0%. The deferred tax benefit recorded during the nine months ended December 31, 2024 for the corporate subsidiaries was $6.6 million with an effective tax rate of 21.0%.

We evaluate uncertain tax positions for recognition and measurement in the unaudited condensed consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the unaudited condensed consolidated financial statements. We had no uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at December 31, 2025 or March 31, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“Act”) was signed into law by the President of the United States. The Act makes permanent many provisions of the expiring Tax Cuts and Jobs Act of 2017, and enacts new tax laws effective primarily in 2025 or 2026. The Act permanently reinstates 100% bonus depreciation for qualifying property acquired after January 19, 2025, and permanently extends the 20% deduction for qualified business income. The Act also makes permanent the modified calculation of adjusted taxable income that corresponds with earnings before interest, taxes depreciation, and amortization (EBITDA) for the purpose of calculating the deduction limits for net business interest expense. This change applies to taxable years beginning after December 31, 2024. The provisions of the Act did not have a material impact to our financial statements.

Inventories

Our inventories are valued at the lower of cost or net realizable value, with cost determined using the weighted-average cost method, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments.

Inventories consist of the following at the dates indicated:


	December 31, 2025		March 31, 2025
	(in thousands)
Crude oil	$	28,323	$	23,962
Butane	21,530		22,674
Propane	18,834		11,847
Other	10,122		11,433
Total	$	78,809	$	69,916

Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).

Investments in Unconsolidated Entities

Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. All of our equity method investments were classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 15 and Note 16).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Other Noncurrent Assets

Other noncurrent assets consist of the following at the dates indicated:


	December 31, 2025		March 31, 2025
	(in thousands)
Linefill (1)	$	5,240	$	5,240
Loan receivable (2)	—		3,089
Other	14,347		11,646
Total	$	19,587	$	19,975

(1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At December 31, 2025 and March 31, 2025, linefill consisted of 95,877 and 90,881 barrels of crude oil, respectively. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4).

(2) Represents the noncurrent portion of loan receivables, net of allowances for expected credit losses, primarily related to the sale of certain saltwater disposal assets. At December 31, 2025 and March 31, 2025, the loan receivable balance (which includes interest receivable) was $3.3 million and $6.1 million, respectively, of which $3.3 million and $3.0 million, respectively, are recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets.

Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).

Accrued Expenses and Other Payables

Accrued expenses and other payables consist of the following at the dates indicated:


	December 31, 2025		March 31, 2025
	(in thousands)
Accrued compensation and benefits	$	42,201	$	45,081
Accrued interest	24,919		25,308
Distributions payable	24,912		29,845
Excise and other tax liabilities	13,680		13,100
Derivative liabilities	3,281		6,427
Other	30,175		15,472
Total	$	139,168	$	135,233

Amounts in the table above do not include liabilities classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).

Variable Interest Entities

We decide at the inception of each arrangement whether an entity in which an investment is made or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, an entity is a VIE if: (1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity’s investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights.

We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.

We have two aviation entities whereby we own a 90% interest and members of our management own a 10% interest. We executed guarantees for the benefit of the lender that obligate us for the payment and performance of the aviation entities with respect to the repayment of the loans. Since we guaranteed the payment of the outstanding loans, we have concluded that the aviation entities are VIEs because the equity is not sufficient to fund the aviation entities’ activities without additional subordinated financial support. We have the power to make decisions that most significantly affect the economic performance of the aviation entities and have benefits through our ownership interest. Therefore, we have concluded that we are the primary

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

beneficiary and will consolidate the aviation entities in our unaudited condensed consolidated financial statements and will include the noncontrolling interests as redeemable noncontrolling interests as discussed below.

The following table summarizes the balances related to the VIEs that are consolidated in our unaudited condensed consolidated balance sheets at the dates indicated (excluding intercompany eliminations at the time of consolidation) as well as our equity in the VIEs:


	December 31, 2025		March 31, 2025
	(in thousands)
Cash and cash equivalents	$	17	$	14
Accounts receivable-affiliates	419		135
Prepaid expenses and other current assets	180		108
Property, plant and equipment, net	15,489		15,984
Accounts payable	(145)		(24)
Accrued expenses and other payables	(168)		(190)
Current maturities of long-term debt	(1,918)		(1,805)
Long-term debt, net	(8,372)		(9,818)
Redeemable noncontrolling interests	(506)		(424)
Partnership's equity in VIEs	$	4,996	$	3,980

Generally, the assets of the individual consolidated VIEs can be used only to settle liabilities of each respective individual consolidated VIE and the liabilities of the individual consolidated VIEs are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Partnership. In general, our maximum exposure to loss due to involvement with the VIEs is limited to the amount of capital investment in the VIEs, if any, or the potential obligation to perform on the guarantees of the outstanding loans.

Noncontrolling Interests

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our unaudited condensed consolidated balance sheet. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. The following table summarizes changes in our redeemable noncontrolling interests in our unaudited condensed consolidated balance sheets (in thousands):


Redeemable noncontrolling interests at March 31, 2025	$	424

Net income from continuing operations attributable to redeemable noncontrolling interests	82

Redeemable noncontrolling interests at December 31, 2025	$	506

Contingent Consideration Liabilities

The following table summarizes changes in our contingent consideration liabilities (in thousands):


Contingent consideration liabilities at March 31, 2025 (1)	$	15,797
Liabilities settled	(1,754)

Contingent consideration liabilities at December 31, 2025 (2)	$	14,043

(1) Includes $2.0 million which is recorded within accrued expenses and other payables and $13.8 million which is recorded within other noncurrent liabilities in our March 31, 2025 consolidated balance sheet.

(2) Includes $2.0 million which is recorded within accrued expenses and other payables and $12.0 million which is recorded within other noncurrent liabilities in our December 31, 2025 unaudited condensed consolidated balance sheet.

Reclassifications

In addition to the reclassifications related to assets and liabilities held for sale and discontinued operations discussed in Note 1, we have reclassified certain prior period financial statement information to be consistent with the classification methods

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

used in the current fiscal year. For the three months and nine months ended December 31, 2024, the income statement was revised to present revenues and cost of sales by product and service and other, compared to presenting revenues and cost of sales by segment in the December 31, 2024 Quarterly Report on Form 10-Q (“December 31, 2024 Quarterly Report”). Also, for the three months and nine months ended December 31, 2024, the elimination of intersegment sales is included in “Corporate and Other” as discussed in Note 10. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows.

It was determined that $7.3 million was incorrectly presented as Cost of Sales - Service and other instead of Cost of Sales - Product in the unaudited condensed consolidated statement of operations for the three months ended June 30, 2025. This amount has been properly presented as Cost of Sales - Product in the unaudited condensed consolidated statement of operations for the nine months ended December 31, 2025. As the amount is not considered material, it will be corrected when we present the unaudited condensed consolidated statement of operations for the three months ended June 30, 2025 in our June 30, 2026 Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements for Interim Reporting, which amends ASC 270 to provide clarity on the current interim reporting requirements. The ASU improves the navigability of the required interim disclosures and clarifying when that guidance is applicable, provides additional guidance on what disclosures should be provided in interim reporting periods and adds to ASC 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for fiscal years beginning after December 15, 2027 (which is the Partnership’s fiscal year beginning April 1, 2028), and for interim periods within those fiscal years, with early adoption permitted. The amendments should be applied either prospectively or retrospectively to all prior periods presented in the financial statements. We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326-20 to provide a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for fiscal years beginning after December 15, 2025 (which is the Partnership’s fiscal year beginning April 1, 2026), and for interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively. We adopted this ASU beginning with the September 30, 2025 Quarterly Report on Form 10-Q. The adoption of this ASU did not impact our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which includes amendments requiring, among other things, disclosure of disaggregated information about specific categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions on the income statement. Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026 (which is the Partnership’s fiscal year beginning April 1, 2027), and for interim periods within fiscal years beginning after December 15, 2027 (which is the Partnership’s fiscal year beginning April 1, 2028), with early adoption permitted. The ASU may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 3—Income (Loss) Per Common Unit

The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated:


	Three Months Ended December 31,		Nine Months Ended December 31,
	2025	2024	2025	2024
Weighted average common units outstanding during the period:
Common units - Basic	125,158,912	132,012,766	128,058,564	132,265,839
Common units - Diluted	125,158,912	132,012,766	128,058,564	132,265,839

For the three months and nine months ended December 31, 2025 and 2024, respectively, all potential common units or convertible units were considered antidilutive.

Our income (loss) per common unit is as follows for the periods indicated:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
	(in thousands, except per unit amounts)
Income from continuing operations	$	48,194	$	23,740	$	108,271	$	48,836
Less: Net income from continuing operations attributable to nonredeemable noncontrolling interests	(992)		(1,053)		(2,187)		(2,777)
Less: Net income from continuing operations attributable to redeemable noncontrolling interests	(18)		(15)		(82)		(20)
Net income from continuing operations attributable to NGL Energy Partners LP	47,184		22,672		106,002		46,039
Less: Distributions to preferred unitholders (1)	(35,200)		(28,935)		(124,936)		(88,501)
Less: Net (income) loss from continuing operations allocated to the GP (2)	(12)		7		19		43
Net income (loss) from continuing operations allocated to common unitholders	$	11,972	$	(6,256)	$	(18,915)	$	(42,419)

(Loss) income from discontinued operations, net of tax	$	(5)	$	(9,165)	$	39,383	$	(20,395)
Less: Net loss (income) from discontinued operations allocated to the GP (2)	—		9		(39)		20
Net (loss) income from discontinued operations allocated to common unitholders	$	(5)	$	(9,156)	$	39,344	$	(20,375)

Net income (loss) allocated to common unitholders	$	11,967	$	(15,412)	$	20,429	$	(62,794)
Basic and diluted income (loss) per common unit
Income (loss) from continuing operations	$	0.10	$	(0.05)	$	(0.15)	$	(0.32)
(Loss) income from discontinued operations, net of tax	$	—	$	(0.07)	$	0.31	$	(0.15)
Net income (loss)	$	0.10	$	(0.12)	$	0.16	$	(0.47)
Basic and diluted weighted average common units outstanding	125,158,912		132,012,766		128,058,564		132,265,839

(1) Includes distributions earned and declared for the three months and nine months ended December 31, 2025 and 2024 and the excess of the Class D Preferred Units (as defined herein) repurchase price over the carrying value of the units, as discussed further in Note 8.

(2) Net (income) loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 4—Property, Plant and Equipment

Our property, plant and equipment consists of the following at the dates indicated:


Description	Estimated Useful Lives			December 31, 2025		March 31, 2025
	(in years)			(in thousands)
Water treatment facilities and equipment (1)	3	-	30	$	2,397,317	$	2,240,919
Pipeline and related facilities	30	-	40	266,324		266,324
Crude oil tanks and related equipment	2	-	30	230,963		230,174
Buildings and leasehold improvements	3	-	40	124,744		124,388
Natural gas liquids terminal and storage assets	2	-	30	100,207		99,805
Land				64,603		64,733
Tank bottoms and linefill (2)				31,555		30,623
Information technology equipment	3	-	7	31,276		31,319
Vehicles and railcars (3)	3	-	25	23,496		33,629
Other	3	-	20	19,421		19,161
Construction in progress				42,509		30,354
Gross property, plant and equipment				3,332,415		3,171,429
Accumulated depreciation				(1,229,618)		(1,104,582)
Net property, plant and equipment				$	2,102,797	$	2,066,847

(1) Includes finance leases right-of-use assets of $8.0 million at December 31, 2025. Accumulated amortization related to these finance leases is included within accumulated depreciation.

(2) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Linefill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.

(3) Includes finance leases right-of-use assets of $0.1 million and $0.1 million at December 31, 2025 and March 31, 2025, respectively. Accumulated amortization related to these finance leases is included within accumulated depreciation.

Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).

The following table summarizes depreciation expense and capitalized interest expense for the periods indicated:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
	(in thousands)
Depreciation expense	$	47,718	$	52,279	$	151,834	$	148,219
Capitalized interest expense	$	747	$	324	$	977	$	1,830

We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our unaudited condensed consolidated statements of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated:

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


	Three Months Ended December 31, 2025		Nine Months Ended December 31, 2025
	(in thousands)
Water Solutions (1)	$	5,669	$	13,540
Crude Oil Logistics (2)	(2)		267
Liquids Logistics (3)	—		(13)
Corporate and Other	—		(2)
Total	$	5,667	$	13,792

(1) Amount does not include the net loss recognized on the sale of certain investments in unconsolidated entities and related assets during the nine months ended December 31, 2025 discussed in Note 15.

(2) Amount does not include the gain recognized on the sale of certain railcars during the nine months ended December 31, 2025 discussed in Note 15.

(3) Amount does not include the net gains recognized on the Wholesale Propane Disposition and the sale of our refined products business during the three months and nine months ended December 31, 2025 discussed in Note 15.

Note 5—Intangible Assets

Our intangible assets consist of the following at the dates indicated:


		December 31, 2025						March 31, 2025
Description	Weighted- Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in years)	(in thousands)

Customer relationships	17.4	$	857,903	$	(294,826)	$	563,077	$	857,903	$	(264,675)	$	593,228
Customer commitments	18.5	192,000		(49,920)		142,080		192,000		(44,160)		147,840
Rights-of-way and easements	25.2	111,010		(25,775)		85,235		99,964		(21,645)		78,319
Debt issuance costs (1)	3.2	22,329		(8,176)		14,153		21,841		(4,748)		17,093
Executory contracts and other agreements	23.1	19,906		(4,455)		15,451		19,973		(5,106)		14,867
Total		$	1,203,148	$	(383,152)	$	819,996	$	1,191,681	$	(340,334)	$	851,347

(1) Includes debt issuance costs related to the ABL Facility (as defined herein). Debt issuance costs related to the fixed-rate notes and Term Loan B (as defined herein) are reported as a reduction of the carrying amount of long-term debt.

Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).

Amortization expense is as follows for the periods indicated:


	Three Months Ended December 31,				Nine Months Ended December 31,
Recorded In	2025		2024		2025		2024
	(in thousands)
Depreciation and amortization	$	14,561	$	13,960	$	41,024	$	42,059
Cost of sales - product	—		110		—		147
Interest expense	1,147		1,092		3,428		3,028
Operating expenses	62		62		185		185
Total	$	15,770	$	15,224	$	44,637	$	45,419

Amounts in the table above do not include amortization expense related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

The following table summarizes expected amortization of our intangible assets at December 31, 2025 (in thousands):


Year Ending March 31,
2026 (three months)	$	15,943
2027	63,370
2028	55,169
2029	51,791
2030	44,534
2031	43,769
Thereafter	545,420
Total	$	819,996

Note 6—Long-Term Debt

Our long-term debt consists of the following at the dates indicated:


	December 31, 2025						March 31, 2025
	Face Amount		Unamortized Debt Issuance Costs (1)		Book Value		Face Amount		Unamortized Debt Issuance Costs (1)		Book Value
	(in thousands)
Asset-based revolving credit facility (“ABL Facility”)	$	92,000			$	92,000	$	109,000			$	109,000
Senior secured term loan "B" credit facility (“Term Loan B”)	687,750		$	(15,015)	672,735		693,000		$	(16,479)	676,521
Senior secured notes:
8.125% Notes due 2029 (“2029 Senior Secured Notes”)	900,000		(8,240)		891,760		900,000		(10,219)		889,781
8.375% Notes due 2032 (“2032 Senior Secured Notes”)	1,281,000		(14,411)		1,266,589		1,300,000		(16,416)		1,283,584
Other long-term debt	10,314		(25)		10,289		11,652		(30)		11,622
Total long-term debt	2,971,064		(37,691)		2,933,373		3,013,652		(43,144)		2,970,508
Less: Current maturities	8,918		—		8,918		8,805		—		8,805
Long-term debt	$	2,962,146	$	(37,691)	$	2,924,455	$	3,004,847	$	(43,144)	$	2,961,703

(1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. The unamortized debt issuance costs for the Term Loan B include a $3.8 million discount.

ABL Facility

Total commitments under the ABL Facility are $475.0 million, which we reduced from $550.0 million effective June 12, 2025. The ABL Facility includes a $200.0 million sub-limit for letters of credit. Availability under the ABL Facility is subject to a borrowing base that is determined by calculating the amount equal to the sum of our eligible cash, outstanding accounts receivable balances with investment and non-investment grade counterparties, certain inventory, including inventory on railcars and unsettled derivative contracts. These amounts are subject to certain percentage and dollar amount caps, as described within the ABL Facility. The borrowing base is calculated monthly pursuant to a borrowing base certificate we deliver to the administrative agent. Availability under the ABL Facility is based on the lower of the current borrowing base and the total commitments, less borrowings and outstanding letters of credit. At December 31, 2025, $92.0 million was outstanding under the ABL Facility, letters of credit outstanding were $58.4 million, and we had a borrowing base of $392.5 million. The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions.

The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and a second priority lien on all of our other assets.

All borrowings under the ABL Facility bear interest at a secured overnight financing rate (“SOFR”) or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio. The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for SOFR varies from 2.50% to 3.00%. In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

commitments under the ABL Facility. Such commitment fee will be 0.50% per year, subject to a reduction to 0.375% in the event our fixed charge coverage ratio is greater than or equal to 1.75 to 1.00.

At December 31, 2025, the borrowings under the ABL Facility had a weighted average interest rate of 7.29% calculated as a SOFR rate of 3.73% plus a margin of 3.10% for SOFR borrowings and the prime rate of 6.75% plus a margin of 2.00% on the alternate base borrowings. On December 31, 2025, the interest rate in effect on letters of credit was 2.75%.

The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility). At December 31, 2025, no Cash Dominion Event had occurred.

Compliance

At December 31, 2025, we were in compliance with the covenants under the ABL Facility.

Term Loan B

The Term Loan B was issued at 99.25% of par for gross proceeds of $694.8 million. The Term Loan B was issued pursuant to a credit agreement dated February 2, 2024 (“Term Loan Credit Agreement”). The Term Loan B matures on February 2, 2031 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ended June 30, 2024, with the balance payable on maturity.

The Term Loan B is secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.

The Term Loan B bears interest at a SOFR-based rate or an alternate base rate, in each case plus an applicable margin. The applicable margins vary depending on our consolidated first lien net leverage ratio (as defined in the Term Loan Credit Agreement). On September 18, 2025, we amended the Term Loan B agreement to reduce the SOFR applicable margin range to 3.50% to 3.25% from 3.75% to 3.50% and to reduce the alternate base applicable margin range to 2.50% to 2.25% from 2.75% to 2.50%.

At December 31, 2025, the borrowings under the Term Loan B had an interest rate of SOFR of 3.72% plus a margin of 3.50%.

The Term Loan Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ended June 30, 2024, a debt service coverage rate (as defined in the Term Loan Credit Agreement) of no less than 1.1 to 1.0. At December 31, 2025, our debt service coverage rate was approximately 2.60 to 1.0.

The Term Loan Credit Agreement contains other customary terms, events of default and covenants.

Compliance

At December 31, 2025, we were in compliance with the covenants under Term Loan B.

Senior Secured Notes

The 2029 Senior Secured Notes bear interest at 8.125% and the 2032 Senior Secured Notes bear interest at 8.375%. Interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes is payable on February 15, May 15, August 15 and November 15 of each year, which started on May 15, 2024. The 2029 Senior Secured Notes mature on February 15, 2029 and the 2032 Senior Secured Notes mature on February 15, 2032. The 2029 Senior Secured Notes and 2032 Senior Secured Notes were issued pursuant to an indenture dated February 2, 2024 (“Indenture”).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

The 2029 Senior Secured Notes and 2032 Senior Secured Notes are secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.

The Indenture contains covenants that, among other things, limit our ability to: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.

The Indenture contains other customary terms, events of default and covenants.

We have the option to redeem all or part of the 2029 Senior Secured Notes, at any time on or after February 15, 2026, at the redemption prices specified in the Indenture. We have the option to redeem all or part of the 2032 Senior Secured Notes, at any time on or after February 15, 2027, at the redemption prices specified in the Indenture.

Senior Secured Notes Repurchases

The following table summarizes repurchases of Senior Secured Notes for the nine months ended December 31, 2025 (in thousands):




2032 Senior Secured Notes
Notes repurchased (1)	$	19,000
Cash paid (excluding payments of accrued interest)	$	17,274
Gain on early extinguishment of debt (2)	$	1,492

(1) We did not repurchase any notes during the three months ended December 31, 2025.

(2) Gain on early extinguishment of debt for the 2032 Senior Secured Notes during the nine months ended December 31, 2025 is inclusive of the write off of debt issuance costs of $0.2 million. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.

Compliance

At December 31, 2025, we were in compliance with the covenants under the Indenture.

Other Long-Term Debt

On June 24, 2024, we entered into an equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.50% and is secured by an airplane. On September 24, 2024, we refinanced the loan and lowered the interest rate to 8.00%. We have an aggregate principal balance of $5.0 million at December 31, 2025. This loan matures on June 24, 2030.

On October 1, 2024, we entered into a second equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.00% and is secured by an airplane. We have an aggregate principal balance of $5.3 million at December 31, 2025. This loan matures on September 24, 2030.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Debt Maturity Schedule

The scheduled maturities of our long-term debt are as follows at December 31, 2025:


Year Ending March 31,	ABL Facility		Term Loan B		Senior Secured Notes		Other Long-Term Debt		Total
	(in thousands)
2026 (three months)	$	—	$	1,750	$	—	$	468	$	2,218
2027	—		7,000		—		1,957		8,957
2028	—		7,000		—		2,120		9,120
2029	92,000		7,000		900,000		2,300		1,001,300
2030	—		7,000		—		2,494		9,494
2031	—		658,000		—		975		658,975
Thereafter	—		—		1,281,000		—		1,281,000
Total	$	92,000	$	687,750	$	2,181,000	$	10,314	$	2,971,064

Amortization of Debt Issuance Costs

Amortization expense for debt issuance costs related to long-term debt was $2.0 million and $2.0 million during the three months ended December 31, 2025 and 2024, respectively, and $6.0 million and $5.8 million during the nine months ended December 31, 2025 and 2024, respectively.

The following table summarizes expected amortization of debt issuance costs at December 31, 2025 (in thousands):


Year Ending March 31,
2026 (three months)	$	1,996
2027	7,949
2028	7,949
2029	7,612
2030	5,310
2031	4,823
Thereafter	2,052
Total	$	37,691

Note 7—Commitments and Contingencies

Legal Contingencies

We are party to various claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop.

Environmental Matters

At December 31, 2025, we have an environmental liability, measured on an undiscounted basis, of $1.3 million, which is recorded within accrued expenses and other payables in our unaudited condensed consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our businesses, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our businesses.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Asset Retirement Obligations

We have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement, or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events.

The following table summarizes changes in our asset retirement obligations, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands):


Asset retirement obligations at March 31, 2025	$	69,572
Liabilities incurred	8,892
Liabilities associated with disposed assets (1)	(402)
Liabilities settled	(6,546)
Accretion expense	3,829
Asset retirement obligations at December 31, 2025	$	75,345

(1) Relates to the sale of a certain saltwater disposal well within our Water Solutions segment.

In addition to the obligations described above, we may be obligated to remove facilities or perform other remediation upon retirement of certain other assets. However, the fair value of the asset retirement obligation cannot currently be reasonably estimated because the settlement dates are indeterminable. We will record an asset retirement obligation for these assets in the periods in which settlement dates are reasonably determinable.

Sales and Purchase Contracts

We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods.

At December 31, 2025, we had the following commodity purchase commitments:


	Crude Oil (1)			Natural Gas Liquids
	Value		Volume (in barrels)	Value		Volume (in gallons)
	(in thousands)
Fixed-Price Commodity Purchase Commitments:
Year ending March 31,
2026 (three months)	$	21,799	373	$	10,136	13,902
2027	—		—	4,328		6,174
2028	—		—	1,290		1,890

Total	$	21,799	373	$	15,754	21,966

Index-Price Commodity Purchase Commitments:
Year ending March 31,
2026 (three months)	$	701,769	12,643	$	177,336	222,937
2027	303,344		5,576	58,047		82,824
2028	256,780		4,680	18,687		24,150
2029	100,499		1,820	—		—
2030	102,663		1,820	—		—
2031	31,899		557	—		—
Thereafter	117,838		2,045	—		—
Total	$	1,614,792	29,141	$	254,070	329,911

(1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented above) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

At December 31, 2025, we had the following commodity sale commitments:


	Crude Oil			Natural Gas Liquids
	Value		Volume (in barrels)	Value		Volume (in gallons)
	(in thousands)
Fixed-Price Commodity Sale Commitments:
Year ending March 31,
2026 (three months)	$	21,940	372	$	33,419	36,382
2027	—		—	9,228		11,380
2028	—		—	1,409		1,903
2029	—		—	19		19
2030	—		—	19		19
Total	$	21,940	372	$	44,094	49,703

Index-Price Commodity Sale Commitments:
Year ending March 31,
2026 (three months)	$	645,908	11,162	$	188,672	187,388
2027	118,980		2,088	75,778		74,869
2028	72,918		1,266	366		570
2029	74,595		1,263	—		—
2030	75,862		1,263	—		—
Total	$	988,263	17,042	$	264,816	262,827

We account for the contracts shown in the tables above using the normal purchase and normal sale election. Under this accounting policy election, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. Contracts in the tables above may have offsetting derivative contracts (described in Note 9) or inventory positions (described in Note 2).

Other Commitments

We have noncancelable agreements for product storage, railcar spurs, capital projects and real estate. The following table summarizes future minimum payments under these agreements at December 31, 2025 (in thousands):


Year Ending March 31,
2026 (three months)	$	1,403
2027	5,498
2028	4,647
2029	2,653
2030	1,664
2031	1,408
Thereafter	1,154
Total	$	18,427

Note 8—Equity

Partnership Equity

The Partnership’s equity consists of a 0.1% GP interest and a 99.9% limited partner interest, which consists of common units. Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 0.1% GP interest. Our GP is not required to guarantee or pay any of our debts and obligations. At December 31, 2025, we owned 8.69% of our GP.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

General Partner Equity

In connection with the repurchase of common units (see below for further discussion), we repurchased notional units from our GP.

The following table summarizes the notional unit repurchases during our current fiscal year:


	Total Number of	Average Price
	GP Notional Units	Paid Per		Aggregate Purchase
Period	Repurchased	GP Notional Unit		Price
				(in thousands)
April 1, 2025 - June 30, 2025	1,876	$	4.2854	$	8
July 1, 2025 - September 30, 2025	4,421	$	4.7349	$	21
October 1, 2025 - December 31, 2025	1,612	$	9.7735	$	16
January 1, 2026 - January 31, 2026	298	$	9.5444	$	3

Common Unit Repurchase Program

On June 5, 2024, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $50.0 million of our outstanding common units from time to time in the open market, including pursuant to a repurchase plan administrated in accordance with Rule 10b5-1 under the Exchange Act, or in other privately negotiated transactions. This program does not have a fixed expiration date. The common unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of our common units.

The following table summarizes our common unit repurchases during our current fiscal year:


	Total Number of	Average Price
	Common Units	Paid Per		Aggregate Purchase
Period	Repurchased	Common Unit		Price with Commissions
				(in thousands)
April 1, 2025 - June 30, 2025	1,873,838	$	4.2854	$	8,068
July 1, 2025 - September 30, 2025	4,416,425	$	4.7349	$	21,000
October 1, 2025 - December 31, 2025 (1)	1,611,088	$	9.7735	$	15,746
January 1, 2026 - January 31, 2026	297,126	$	9.5444	$	2,836

(1) Included within the common units repurchases during the three months ended December 31, 2025, were 450,000 common units repurchased, from a member of management, in a privately negotiated transaction on November 22, 2025, for a per unit price of $9.86 and an aggregate purchase price of approximately $4.4 million. The price per unit was based on the closing unit price the day prior to the transaction date.

Since the inception of the program, we have repurchased 8,698,477 units for an aggregate price of $49.7 million, including commissions.

Class B Preferred Units

As of December 31, 2025, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding.

The current distribution rate for the Class B Preferred Units is the three-month CME Term SOFR interest rate, which is calculated and published by CME Group Benchmark Administration, Ltd., plus a spread of 7.213%. The Class B Preferred Units also have an additional tenor spread adjustment of 0.26161%, in accordance with the Adjustable Interest Rate (LIBOR) Act.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

The following table summarizes the distributions declared on our Class B Preferred Units during the last four quarters:


			Three-Month		Distribution		Amount Paid to Class B
Date Declared	Record Date	Payment Date	SOFR		Rate		Preferred Unitholders
							(in thousands)
March 19, 2025	April 1, 2025	April 15, 2025	4.329	%	$	0.7377	$	9,284
June 18, 2025	July 1, 2025	July 15, 2025	4.298	%	$	0.7358	$	9,261
September 18, 2025	October 1, 2025	October 15, 2025	4.291	%	$	0.7353	$	9,255
December 16, 2025	January 1, 2026	January 15, 2026	3.985	%	$	0.7162	$	9,014

The distribution amount paid on January 15, 2026 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at December 31, 2025.

Class C Preferred Units

As of December 31, 2025, there were 1,800,000 of our Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding.

The current distribution rate for the Class C Preferred Units is the three-month CME Term SOFR interest rate plus a spread of 7.384%.

The following table summarizes the distributions declared on our Class C Preferred Units during the last four quarters:


			Three-Month		Distribution		Amount Paid to Class C
Date Declared	Record Date	Payment Date	SOFR		Rate		Preferred Unitholders
							(in thousands)
March 19, 2025	April 1, 2025	April 15, 2025	4.329	%	$	0.7320	$	1,318
June 18, 2025	July 1 2025	July 15, 2025	4.298	%	$	0.7301	$	1,314
September 18, 2025	October 1, 2025	October 15, 2025	4.291	%	$	0.7297	$	1,313
December 16, 2025	January 1, 2026	January 15, 2026	3.985	%	$	0.7106	$	1,279

The distribution amount paid on January 15, 2026 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at December 31, 2025.

Class D Preferred Units

As of December 31, 2025, there were 511,494 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 2,125,000 common units outstanding.

The following table summarizes the Class D Preferred Units repurchases during our current fiscal year:


	Total Number of
	Class D Preferred	Average Price Paid Per		Aggregate Purchase
Date Redeemed	Units Repurchased	Class D Preferred Unit		Price with Distributions
				(in thousands)
May 19, 2025 (1)	20,000	$	1,410.00	$	28,200
June 23, 2025 (2)	50,000	$	1,470.00	$	73,500
October 17, 2025 (3)	18,506	$	1,474.48	$	27,287

(1) The redemption premium price was $1,394.04, calculated at 134.30% of $1,037.98 (the Class D Preferred Unit price), plus distributions of $15.96.

(2) The redemption premium price was $1,442.57, calculated at 138.98% of $1,037.98 (the Class D Preferred Unit price), plus distributions of $27.43.

(3) The redemption premium price was $1,469.08, calculated at 141.53% of $1,037.98 (the Class D Preferred Unit price), plus distributions of $5.40.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

The following table summarizes the outstanding warrants at December 31, 2025:


Issuance Date and Description	Number of Warrants	Exercise Price
October 31, 2019
Premium warrants	1,250,000	$	16.28
Par warrants	875,000	$	13.56

All outstanding warrants are currently exercisable and any unexercised warrants will expire on the tenth anniversary of the date of issuance. The warrants will not participate in cash distributions.

The holders of our Class D Preferred Units have elected, which they are allowed to do so from time to time, for the distributions to be calculated based on the three-month CME Term SOFR interest rate in accordance with our amended and restated limited partnership agreement plus a spread of 7.00%. The distribution rate for the Class D Preferred Units is 10.985% for the quarter ended December 31, 2025.

The following table summarizes the distributions declared on our Class D Preferred Units during the last four quarters:


			Three-Month		Distribution		Amount Paid to Class D
Date Declared	Record Date	Payment Date	SOFR		Rate		Preferred Unitholders
							(in thousands)
March 19, 2025	April 1, 2025	April 15, 2025	4.329	%	$	32.07	$	19,243
June 18, 2025	July 1, 2025	July 15, 2025	4.298	%	$	29.39	$	15,578
September 18, 2025	October 1, 2025	October 15, 2025	4.291	%	$	29.37	$	15,568
December 16, 2025	January 1, 2026	January 15, 2026	3.985	%	$	28.58	$	14,619

The distribution amount paid on January 15, 2026 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at December 31, 2025.

Note 9—Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.

Derivatives

The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our derivative assets and liabilities reported in our unaudited condensed consolidated balance sheets at the dates indicated:


	December 31, 2025				March 31, 2025
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
	(in thousands)
Level 1 measurements	$	1,574	$	(633)	$	67	$	(1,644)
Level 2 measurements	3,667		(5,038)		22		(8,133)
	5,241		(5,671)		89		(9,777)

Netting of counterparty contracts (1)	(633)		633		(67)		67
Net cash collateral provided	—		—		1,527		1,577
Derivatives	$	4,608	$	(5,038)	$	1,549	$	(8,133)

(1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase or normal sale transactions are not subject to such master netting arrangements.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

The following table summarizes the accounts that include our derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated:


	December 31, 2025		March 31, 2025
	(in thousands)
Prepaid expenses and other current assets	$	3,984	$	1,549
Other noncurrent assets	624		—
Accrued expenses and other payables	(3,281)		(6,427)
Other noncurrent liabilities	(1,757)		(1,706)
Net derivative liability	$	(430)	$	(6,584)

The following table summarizes our open derivative contract positions at the dates indicated. We do not account for these derivatives as hedges.


Contracts	Settlement Period	Net Long (Short) Notional Units (in barrels)	Fair Value of Net Assets (Liabilities)
		(in thousands)
At December 31, 2025:
Crude oil fixed-price (1)	January 2026–March 2027	(540)	$	2,675
Propane fixed-price (1)	January 2026–March 2027	636	(1,864)
Butane fixed-price (1)	January 2026–December 2026	(213)	1,283
Variable-to-fixed interest rate swaps (2)	January 2026–April 2028		(2,982)
Other	January 2026–March 2026		458
			(430)
Net cash collateral provided			—
Net derivative liability			$	(430)

At March 31, 2025:
Crude oil fixed-price (1)	April 2025–March 2026	59	$	(6,492)
Butane fixed-price (1)	April 2025–March 2026	(1,148)	(482)
Variable-to-fixed interest rate swap (2)	April 2025–April 2028		(2,539)
Other	April 2025–March 2026		(175)
			(9,688)
Net cash collateral provided			3,104
Net derivative liability			$	(6,584)

(1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.

(2) See further discussion of these instruments in “Interest Rate Risk” below.

Amounts in the tables above do not include assets and liabilities classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).

During the three months ended December 31, 2025 and 2024, we recorded net gains of $6.3 million and net losses of $10.8 million, respectively, from our commodity derivatives to cost of sales-product in our unaudited condensed consolidated statements of operations. During the nine months ended December 31, 2025 and 2024, we recorded net gains of $16.9 million and net losses of $8.2 million, respectively, from our commodity derivatives to cost of sales-product in our unaudited condensed consolidated statements of operations. These amounts do not include net gains and losses from our commodity derivatives related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16).

During the three months ended December 31, 2025 and 2024, we recorded net gains of $0.2 million and $7.7 million, respectively, from our interest rate swaps to interest expense in our unaudited condensed consolidated statements of operations. During the nine months ended December 31, 2025 and 2024, we recorded net losses of $0.1 million and net gains of $2.0 million from our interest rate swaps to interest expense in our unaudited condensed consolidated statement of operations.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Credit Risk

We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At December 31, 2025, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our unaudited condensed consolidated balance sheets and recognized in our net income.

Interest Rate Risk

Long-Term Debt

The ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or SOFR plus an applicable margin (see Note 6 for the current rates on the ABL Facility).

The Term Loan B is variable-rate debt with interest rates that are generally indexed to SOFR plus an applicable margin (see Note 6 for the current rates on the Term Loan B).

Interest Rate Swaps

In March and April 2024, we entered into two $200.0 million interest rate swaps to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B. Under these arrangements, we pay fixed interest rates of 4.32% and 3.842%, respectively, in exchange for SOFR-based variable interest through April 2026 and April 2028, respectively.

Preferred Unit Distributions

The current distribution rate for the Class B, Class C and Class D Preferred Units is a floating rate of the three-month CME Term SOFR plus a fixed spread (see Note 8 for the current distribution rates).

Fair Value of Fixed-Rate Notes

The following table provides fair value estimates of our fixed-rate notes at December 31, 2025 (in thousands):


2029 Senior Secured Notes	$	931,875
2032 Senior Secured Notes	$	1,325,835

For the 2029 Senior Secured Notes and 2032 Senior Secured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy.

Note 10—Segments

Our operations are organized into three reportable segments: (i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Our Liquids Logistics reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided. Our chief operating decision maker (“CODM”) is our chief executive officer. Adjusted EBITDA is reviewed by the CODM to evaluate performance and make business decisions. We define Adjusted EBITDA for Water Solutions as revenue minus operating and general and administrative expense, which excludes, accretion expense for asset retirement obligations (“Accretion Expense”) and legal and advisory costs associated with acquisitions and dispositions (“Acquisition Expense”), and plus or minus other reconciling items. We define Adjusted EBITDA for Crude Oil Logistics and Liquid Logistics as revenue minus cost of sales, which excludes unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments and plus or minus other reconciling segment items. The calculation of Adjusted EBITDA for our three reportable segments is presented in the Reportable Segment Information tables below.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

See Note 1 for a discussion of the products and services of our reportable segments. The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments and the amounts to eliminate intercompany or intersegment transactions. Intercompany or intersegment transactions are recorded based on prices negotiated between the segments. Intrasegment transaction eliminations are recorded within each reportable segment. All of the tables below do not include amounts related to our refined products and biodiesel businesses, as those amounts have been classified as discontinued operations within our unaudited condensed consolidated statements of operations for all periods presented (see Note 1).

Disaggregation of Revenue

The following table summarizes revenues related to our segments for the periods indicated:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
	(in thousands)
Revenues:
Water Solutions:
Topic 606 revenues
Disposal service fees	$	182,787	$	161,446	$	537,249	$	465,134
Sale of recovered crude oil	23,292		24,067		76,166		79,551
Sale of water	1,862		1,471		4,643		4,456
Other service revenues	567		269		1,443		1,359
Non-Topic 606 revenues	60		15		90		45
Total Water Solutions revenues	208,568		187,268		619,591		550,545
Crude Oil Logistics:
Topic 606 revenues
Crude oil sales	312,372		176,830		682,724		664,452
Crude oil transportation and other sales	6,480		17,160		21,197		50,024
Non-Topic 606 revenues	1,226		1,840		3,819		5,410
Total Crude Oil Logistics revenues	320,078		195,830		707,740		719,886
Liquids Logistics:
Topic 606 revenues
Butane sales	192,491		265,678		406,125		487,202
Propane sales	93,915		216,054		187,101		403,128
Other products sales	91,724		112,603		277,970		319,519
Service revenues	373		484		1,273		7,770
Non-Topic 606 revenues	2,485		4,503		6,256		10,198

Total Liquids Logistics revenues (1)	380,988		599,322		878,725		1,227,817
Corporate and Other:
Topic 606 revenues
Service revenues	182		178		597		252
Elimination of intersegment sales (2)	—		(184)		(4)		(380)
Total Corporate and Other revenues	182		(6)		593		(128)
Total revenues	$	909,816	$	982,414	$	2,206,649	$	2,498,120

(1) During the three months ended December 31, 2025 and 2024, our Liquids Logistics revenues included $32.9 million and $41.3 million of non-US revenues, respectively, and during the nine months ended December 31, 2025 and 2024, our Liquids Logistics revenues included $68.9 million and $92.7 million of non-US revenues, respectively.

(2) For the three months and nine months ended December 31, 2024, the elimination of intersegment sales, which was included in the Crude Oil Logistics segment in our December 31, 2024 Quarterly Report, is now included in “Corporate and Other.”

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Reportable Segment Information

The following tables set forth certain selected financial information for our segments for the periods indicated:


	Three Months Ended December 31, 2025
	Water		Crude Oil		Liquids		Total
	Solutions		Logistics		Logistics		Segments
	(in thousands)
Revenues	$	208,568	$	320,078	$	380,988	$	909,634
Cost of sales (1)	1,307		294,259		356,013		651,579
Operating, general and administrative expenses (2)	51,348		10,461		9,779		71,588
Other (3)	(1,417)		—		—		(1,417)
Adjusted EBITDA	$	154,496	$	15,358	$	15,196	$	185,050
Reconciling items:
Plus - all other Adjusted EBITDA							(12,522)
Less:
Depreciation and amortization							62,279
Interest expense							63,834
Loss on disposal or impairment of assets, net							6,147
Net unrealized gains on derivatives							(3,015)
Lower of cost or net realizable value adjustments							(2,491)
Loss on early extinguishment of liabilities, net							1,000
Asset retirement obligation accretion							1,288

Other (4)							(4,589)
Income from continuing operations before income taxes							$	48,075

Segment capital expenditures	$	126,115	$	1,729	$	1,561	$	129,405
All other capital expenditures							55
Total capital expenditures (5)							$	129,460

Total segment assets (6)	$	2,789,446	$	1,128,525	$	408,904	$	4,326,875
All other assets (6)							55,710
Total assets (6) (7)							$	4,382,585

(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.

(2) Amount excludes Accretion Expense and Acquisition Expense.

(3) Amount includes interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.

(4) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.

(5) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(6) Information is presented as of December 31, 2025.

(7) Total assets includes $18.8 million of non-US total assets.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


	Three Months Ended December 31, 2024
	Water		Crude Oil		Liquids		Total
	Solutions		Logistics		Logistics		Segments
	(in thousands)
Revenues	$	187,268	$	195,830	$	599,322	$	982,420
Cost of sales (1)	2,391		167,948		567,900		738,239
Operating, general and administrative expenses (2)	52,307		10,529		14,338		77,174
Other (3)	91		1		1,481		1,573
Adjusted EBITDA	$	132,661	$	17,354	$	18,565	$	168,580
Reconciling items:
Plus - all other Adjusted EBITDA							(10,551)
Less:
Depreciation and amortization							66,239
Amortization in cost of sales - product							110
Interest expense							63,058
Loss on disposal or impairment of assets, net							9,941
Net unrealized gains on derivatives							(2,129)
Lower of cost or net realizable value adjustments							(615)
Revaluation of liabilities							(2,960)
Asset retirement obligation accretion							1,065
Adjustments related to unconsolidated entities (4)							106
Other (5)							(252)
Income from continuing operations before income taxes							$	23,466

Segment capital expenditures	$	21,714	$	2,349	$	2,317	$	26,380
All other capital expenditures							8,513
Total capital expenditures (6)							$	34,893

Segment assets (7)	$	2,808,143	$	1,271,412	$	705,523	$	4,785,078
All other assets (7)							63,394
Total assets (7) (8)							$	4,848,472

(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.

(2) Amount excludes Accretion Expense and Acquisition Expense.

(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.

(4) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense, and gains and losses on disposal or impairment of assets.

(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.

(6) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

(7) Information is presented as of December 31, 2024.

(8) Total assets includes $27.6 million of non-US total assets.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


	Nine Months Ended December 31, 2025
	Water		Crude Oil		Liquids		Total
	Solutions		Logistics		Logistics		Segments
	(in thousands)
Revenues	$	619,591	$	707,740	$	878,725	$	2,206,056
Cost of sales (1)	4,046		635,584		824,052		1,463,682
Operating, general and administrative expenses (2)	162,554		30,662		26,090		219,306
Other (3)	(3,724)		—		5		(3,719)
Adjusted EBITDA	$	449,267	$	41,494	$	28,588	$	519,349
Reconciling items:
Plus - all other Adjusted EBITDA							(35,516)
Less:
Depreciation and amortization							192,858
Interest expense							194,087
Loss on disposal or impairment of assets, net							3,542
Net unrealized gains on derivatives							(10,857)
Lower of cost or net realizable value adjustments							(2,916)
Gain on early extinguishment of liabilities, net							(492)
Asset retirement obligation accretion							3,829
Adjustments related to unconsolidated entities (4)							24
Other (5)							(4,151)
Income from continuing operations before income taxes							$	107,909

Segment capital expenditures	$	192,350	$	3,519	$	4,838	$	200,707
All other capital expenditures							898
Total capital expenditures (6)							$	201,605

(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.

(2) Amount excludes Accretion Expense and Acquisition Expense.

(6) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


	Nine Months Ended December 31, 2024
	Water		Crude Oil		Liquids		Total
	Solutions		Logistics		Logistics		Segments
	(in thousands)
Revenues	$	550,545	$	719,886	$	1,227,817	$	2,498,248
Cost of sales (1)	3,298		635,241		1,153,958		1,792,497
Operating, general and administrative expenses (2)	159,719		31,395		39,642		230,756
Other (3)	(402)		2		1,463		1,063
Adjusted EBITDA	$	387,126	$	53,252	$	35,680	$	476,058
Reconciling items:
Plus - all other Adjusted EBITDA							(29,995)
Less:
Depreciation and amortization							190,278
Amortization in cost of sales - product							147
Interest expense							209,977
Loss on disposal or impairment of assets, net							784
Net unrealized losses on derivatives							5,393
Lower of cost or net realizable value adjustments							(16)
Revaluation of liabilities							(2,960)
Asset retirement obligation accretion							3,093
Adjustments related to unconsolidated entities (4)							285
Other (5)							(4,855)
Income from continuing operations before income taxes							$	43,937

Segment capital expenditures	$	173,994	$	5,188	$	9,840	$	189,022
All other capital expenditures							17,617
Total capital expenditures (6)							$	206,639

(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.

(2) Amount excludes Accretion Expense and Acquisition Expense.

(6) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.

Note 11—Transactions with Affiliates

The following table summarizes our related party transactions for the periods indicated:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
	(in thousands)
Sales to entities affiliated with management	$	182	$	178	$	597	$	252
Purchases from equity method investees	$	—	$	114	$	—	$	255

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Affiliate balances consist of the following at the dates indicated:


	December 31, 2025		March 31, 2025
	(in thousands)
Accounts receivable-affiliates
Entities affiliated with management	$	419	$	135
Equity method investees	—		595
Total	$	419	$	730

Accounts payable-affiliates
Entities affiliated with management	$	1	$	1
Equity method investees	—		101
Total	$	1	$	102

Note 12—Revenue from Contracts with Customers

We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation and we do not receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of December 31, 2025.

The majority of our revenue agreements are in scope under ASC 606 and the remainder of our revenue comes from contracts that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively. See Note 10 for a detail of disaggregated revenue.

Remaining Performance Obligations

Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we utilized the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these contracts. The following table summarizes the amount and timing of revenue recognition for such contracts at December 31, 2025 (in thousands):


Year Ending March 31,
2026 (three months)	$	37,726
2027	125,874
2028	106,020
2029	101,295
2030	88,188
2031	68,274
Thereafter	67,549
Total	$	594,926

Contract Assets and Liabilities

The following tables summarize the balances of our contract assets and liabilities at the dates indicated:


	December 31, 2025		March 31, 2025
	(in thousands)
Accounts receivable from contracts with customers (1)	$	405,263	$	294,378
Contract assets (current)	$	4,318	$	512

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Contract liabilities at March 31, 2025	$	9,168
Payment received and deferred	12,028
Payment recognized in revenue	(8,743)
Contract liabilities at December 31, 2025	$	12,453

(1) Amounts do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (See Note 16).

Note 13—Leases

Lessee Accounting

Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment.

The following table summarizes the components of our lease cost for the periods indicated:

NGL Energy Partners LP 10-Q