GLOBAL PARTNERS LP Commitments Disclosure
Note 12. Commitments and Contingencies
The Partnership is subject to contingencies, including legal proceedings and claims arising out of the normal course of business that cover a wide range of matters, including, among others, environmental matters and contract and employment claims.
Purchase Commitments
The Partnership has minimum retail gasoline volume purchase requirements with various unrelated parties. These gallonage requirements are purchased at the fair market value of the product at the time of delivery. Should these gallonage requirements not be achieved, the Partnership may be liable to pay penalties to the appropriate supplier. As of December 31, 2025, the Partnership has fulfilled all gallonage commitments. The following provides minimum volume purchase requirements at December 31, 2025 (in thousands of gallons):
2026 | | 123,600 | |
2027 |
| 13,800 | |
2028 |
| 6,900 | |
2029 |
| 4,600 | |
2030 |
| 3,500 | |
Thereafter |
| 5,900 | |
Total |
| 158,300 |
Brand Fee Agreement
The Partnership entered into a brand fee agreement with ExxonMobil which entitles the Partnership to operate retail gasoline stations under the Mobil-branded trade name and related trade logos. The fees, which are based upon an estimate of the volume of gasoline and diesel to be sold at the gasoline stations acquired from ExxonMobil in 2010, are
due on a monthly basis. The brand fee agreement expires in September 2030. The following provides total future minimum payments under the agreement with a non-cancellable term of one year or more at December 31, 2025 (in thousands):
2026 | | $ | 11,412 | |
2027 |
| 11,412 | ||
2028 | 11,412 | |||
2029 | 11,412 | |||
2030 | 7,609 | |||
Total | $ | 53,257 |
Total expenses reflected in cost of sales related to this agreement were $9.8 million, $9.0 million and $9.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Other Commitments
In February 2013, the Partnership assumed access right agreements with the Port of Columbia County (formerly known as Port of St. Helens) for access rights to the rail spur and dock located at the Partnership’s Oregon facility. The total expense under these agreements amounted to $0.8 million, $0.9 million and $0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, the remaining ratable commitment on these access right agreements, with expirations through 2066, was $26.3 million.
Operating Leases
Please see Note 4 for a discussion of the Partnership’s operating lease obligations related to leases for office space and computer equipment, land, gasoline stations, railcars and barges.
Environmental Liabilities
Please see Note 15 for a discussion of the Partnership’s environmental liabilities.
Legal Proceedings
Please see Note 23 for a discussion of the Partnership’s legal proceedings.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Mar 5, 2021 | |
| 2019 | Mar 6, 2020 | |
| 2018 | Mar 8, 2019 | |
| 2017 | Mar 9, 2018 | |
| 2016 | Mar 10, 2017 | |
| 2015 | Feb 29, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.