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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 8, 2025

 

 

TransMontaigne Partners LLC

(Exact name of registrant as specified in its charter)

 

Delaware   001-32505   34-2037221
(State or other jurisdiction of
incorporation or organization)
  Commission file number   (I.R.S. Employer Identification No.)

 

1670 Broadway, Suite 3100

Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

 

(303) 626-8200

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which register

 

As of the date of this filing, the registrant has no common units outstanding.

 

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

 

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. ¨

 

 

 

 

 

 

Item 2.01.Completion of Acquisition or Disposition of Assets.

 

On October 8, 2025, TransMontaigne Partners LLC (“TransMontaigne” or the “Company”) completed the sale of its terminal facility located on Fisher Island, Miami, Florida to HRP Fisher Island, LLC, a Delaware limited liability company. The Fisher Island terminal has active capacity of approximately 700,000 barrels for the storage of marine fuels. The purchase price was $180 million. Effective as of the closing, TransMontaigne leased the terminal facility from the buyer to allow TransMontaigne to continue its existing operations servicing its current customer agreements.

 

Proceeds from the sale of the Fisher Island terminal facility were used for the repayment of certain term debt obligations.

 

The purchase agreement relating to this transaction has not been filed as an exhibit to this Current Report on Form 8-K because the transaction is not material to the Company’s financial position or results of operations.

 

Item 7.01.Regulation FD Disclosure.

 

A copy of the press release announcing the closing of the sale of the Fisher Island Terminal is attached as Exhibit 99.1 hereto. The information contained in this Item 7.01 and Exhibit 99.1 to this report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates the information by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description of Exhibit
99.1 Press Release, dated October 9, 2025.
  
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 10.1

 

 

 

 

SIGNATURES

 

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

 

  TRANSMONTAIGNE PARTNERS LLC
     
  By: /s/ Matthew White
  Name: Matthew White
  Title: Executive Vice President, Secretary & General Counsel

 

Date: October 9, 2025

 

 

 

 

Exhibit 99.1

TransMontaigne Partners LLC

 

TRANSMONTAIGNE PARTNERS LLC CLOSES ON THE SALE OF ITS FISHER ISLAND, MIAMI TERMINAL

 

DENVER – October 9, 2025 – TransMontaigne Partners LLC (“TransMontaigne”) today announced the closing of the sale of its terminal facility located on Fisher Island, Miami Florida.

 

The Fisher Island terminal has active capacity of approximately 700,000 barrels for the storage of marine fuels. The purchase price was $180 million. Effective as of the closing, TransMontaigne leased the terminal from the buyer to allow TransMontaigne to continue its existing operations servicing its current customer agreements.

 

Proceeds from the sale of the terminal were used for the repayment of certain term debt obligations.

 

About TransMontaigne

 

TransMontaigne Partners LLC is an integrated terminaling, storage, transportation and related services company based in Denver, Colorado with operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast, in the Pacific Northwest and along the West Coast. TransMontaigne provides integrated terminaling, storage, transportation and related services for customers engaged in the distribution and marketing of bulk liquids. News and additional information about TransMontaigne Partners LLC is available at www.transmontaignepartners.com.

 

Forward-Looking Statements

 

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Although TransMontaigne believes that such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from TransMontaigne’s expectations and may adversely affect its business and results of operations are disclosed in “Item 1A. Risk Factors” in the TransMontaigne’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 27, 2025. Any forward-looking statement made by TransMontaigne in this press release is based only on information currently available to TransMontaigne and speaks only as of the date on which it is made. TransMontaigne undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

Contacts

Matthew White

prelease@transmontaigne.com

 

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