Genesis Energy (NYSE: GEL) upsizes and prices $750M 6.75% notes

Rhea-AI Filing Summary

Genesis Energy, L.P. entered into an underwriting agreement for a public debt offering and has priced $750 million of 6.75% senior unsecured notes due 2034, co-issued with Genesis Energy Finance Corporation and guaranteed by most subsidiaries.

Genesis expects approximately $737.0 million in net proceeds. It plans to use the cash to purchase or redeem any and all of its outstanding 7.75% senior notes due 2028 and for general partnership purposes, including repaying part of the revolving borrowings under its senior secured credit facility. The notes are issued under an existing shelf registration and are expected to settle on March 4, 2026, subject to customary closing conditions.

Insights

Credit and capital-structure analyst

Genesis refinances 2028 notes with larger 2034 issuance.

Genesis Energy is issuing $750 million of 6.75% senior unsecured notes due 2034, with expected net proceeds of about $737.0 million. The offering was upsized from an initially announced $500,000,000, indicating solid demand at the stated terms.

The company plans to use proceeds to purchase or redeem its 7.75% senior notes due 2028 and to repay borrowings under its senior secured credit facility. This shifts debt maturities further out to 2034 and lowers the coupon on the refinanced slice from 7.75% to 6.75%, while keeping the new notes unsecured.

Affiliates of some underwriters are lenders under the senior secured credit facility and may receive a portion of the repayment, and others may hold the 2028 notes and be repaid there as well. Actual impact on leverage and interest costs will depend on the final amount of 2028 notes taken out and subsequent borrowing behavior.

GENESIS ENERGY LP false 0001022321 0001022321 2026-02-18 2026-02-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): February 18, 2026

GENESIS ENERGY, L.P.

(Exact name of registrant as specified in its charter)

Delaware		1-12295		76-0513049
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

811 Louisiana, Suite 1200, Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(713) 860-2500

(Registrant’s telephone number, including area code)

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 registered
Common Units		GEL		NYSE

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 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On February 18, 2026, Genesis Energy, L.P. (“Genesis”), Genesis Energy Finance Corporation (together with Genesis, the “Issuers”) and certain subsidiary guarantors of Genesis entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of a group of underwriters named in the Underwriting Agreement, in connection with the Issuers’ public offering of senior notes (the “Offering”).

The Underwriting Agreement provides for, among other things, the issuance and sale by the Issuers of $750 million in aggregate principal amount of 6.750% senior unsecured notes due 2034 (the “Notes”), guaranteed by certain subsidiary guarantors of Genesis (such guarantees, together with the Notes, the “Securities”).

The Issuers expect to receive net proceeds from the Offering, after deducting underwriting discounts, commissions, and estimated expenses, of approximately $737.0 million. Genesis intends to use the net proceeds from the Offering (i) to purchase or redeem any and all of the outstanding aggregate principal amount of our 7.75% senior notes due 2028 (the “2028 Notes”) and (ii) for general partnership purposes, including repaying a portion of the revolving borrowings outstanding under our senior secured credit facility.

The Underwriting Agreement provides that the obligations of the underwriters to purchase the Notes are subject to receipt of legal opinions by counsel and to other customary conditions. The Issuers have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the underwriters may be required to make because of any of those liabilities.

The Securities have been registered under the Securities Act, pursuant to the Registration Statement on Form S-3 (Registration No. 333-278743), as supplemented by the Prospectus Supplement dated February 18, 2026, relating to the Offering, filed with the SEC pursuant to Rule 424(b) of the Securities Act.

The Underwriting Agreement contains representations, warranties and other provisions that were made only for purposes of the Underwriting Agreement and as of specific dates and were solely for the benefit of the parties thereto. Accordingly, investors and securityholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.

This summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Affiliates of certain of the underwriters are lenders under our senior secured credit facility, and as such may be entitled to be repaid with the net proceeds of the Offering that are used to repay a portion of the borrowings outstanding under our senior secured credit facility and may receive their pro rata portion of such repayment.

Additionally, certain of the underwriters or their affiliates may be holders of our 2028 Notes and, accordingly, may receive a portion of the proceeds of this Offering.

Item 7.01 Regulation FD Disclosure.

On February 18, 2026, Genesis issued a press release announcing the commencement of the Offering of the Securities. On February 18, 2026, Genesis issued a press release announcing the pricing of the Notes. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 and the press releases are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and the Exhibits be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following materials are filed as exhibits to this Current Report on Form 8-K.

Exhibit Number		Description
1.1		Underwriting Agreement dated February 18, 2026 among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and BofA Securities, Inc., as representative of the several underwriters named therein.
99.1		Press release of Genesis Energy, L.P. dated February 18, 2026.
99.2		Press release of Genesis Energy, L.P. dated February 18, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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

						GENESIS ENERGY, L.P. (A Delaware Limited Partnership)
				By:		GENESIS ENERGY, LLC, as its sole general partner
Date: February 24, 2026				By:		/s/ Kristen O. Jesulaitis
						Kristen O. Jesulaitis Chief Financial Officer and Chief Legal Officer

Exhibit 99.1

Genesis Energy, L.P. Announces Public Offering of Senior Notes

HOUSTON — (BUSINESS WIRE) — Genesis Energy, L.P. (NYSE: GEL) today announced the commencement, subject to market and other conditions, of a registered, underwritten public offering of $500,000,000 in aggregate principal amount of senior notes due 2034 (the “notes”). The notes will be co-issued with our subsidiary, Genesis Energy Finance Corporation, and initially will be guaranteed by all of our subsidiaries, other than our unrestricted subsidiaries. We intend to use the net proceeds from this offering (i) to purchase or redeem up to $490 million aggregate principal amount of our outstanding 7.75% senior notes due 2028 (or such lesser aggregate principal amount of such notes that could be acquired with the net cash proceeds of this offering) and (ii) for general partnership purposes, including repaying a portion of the revolving borrowings outstanding under our senior secured credit facility.

BofA Securities is leading the offering along with several joint book-running managers and co-managers. A copy of the preliminary prospectus supplement and accompanying base prospectus relating to this offering, when available, may be obtained from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com.

You may also obtain these documents for free, when they are available, by visiting the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offer of the notes is being made only through the prospectus supplement and accompanying base prospectus, each of which is part of our effective shelf registration statement on Form S-3, previously filed with the Securities and Exchange Commission.

This press release does not constitute a notice of redemption under the indenture governing the 7.75% senior notes due 2028.

Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved, including statements regarding our ability to successfully close the offering and to use the net proceeds as indicated above. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward-looking statement.

Contact:

Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536

Exhibit 99.2

Genesis Energy, L.P. Upsizes and Prices Public Offering of Senior Notes

HOUSTON — (BUSINESS WIRE) — Genesis Energy, L.P. (NYSE: GEL) today announced that it has priced a public offering of $750,000,000 in aggregate principal amount of 6.75% senior notes due 2034 (the “notes”). The offering of the notes was upsized from the previously announced $500,000,000 in aggregate principal amount of the notes. The price to investors will be 100% of the principal amount of the notes. The notes will be co-issued with our subsidiary, Genesis Energy Finance Corporation, and initially will be guaranteed by all of our subsidiaries, other than our unrestricted subsidiaries. We intend to use the net proceeds from this offering (i) to purchase or redeem any and all of the outstanding aggregate principal amount of our 7.75% senior notes due 2028 and (ii) for general partnership purposes, including repaying a portion of the revolving borrowings outstanding under our senior secured credit facility. The offering of the notes is expected to settle on March 4, 2026, subject to customary closing conditions.

BofA Securities and Citigroup are acting as joint global coordinators for the offering. Capital One Securities, SMBC Nikko, Wells Fargo Securities, Huntington Capital Markets, Regions Securities LLC, BNP Paribas Securities Corp, Citizens Capital Markets, Fifth Third Securities, PNC Capital Markets LLC, RBC Capital Markets, Scotiabank and Truist Securities are acting as joint book-running managers for the offering, and First Citizens Capital Securities is acting as manager. A copy of the final prospectus supplement and accompanying base prospectus relating to this offering, when available, may be obtained from:

BofA Securities

NC1-004-03-43

200 North College Street, 3rd floor

Charlotte, NC 28255-0001

Attn: Prospectus Department

E-mail: dg.prospectus_requests@bofa.com

You may also obtain these documents for free, when they are available, by visiting the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offer of the notes is being made only through the prospectus supplement and accompanying base prospectus, each of which is part of our effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission.

This press release does not constitute a notice of redemption under the indenture governing the 7.75% senior notes due 2028.

Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved, including statements regarding our ability to successfully close the offering and to use the net proceeds as indicated above. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward-looking statement.

Contact:

Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536

FAQ

What did Genesis Energy (GEL) announce regarding new senior notes?

Genesis Energy announced a public offering of $750 million in 6.75% senior unsecured notes due 2034. The notes are co-issued with Genesis Energy Finance Corporation and guaranteed by most subsidiaries, expanding and extending the partnership’s debt profile under its existing shelf registration.

How will Genesis Energy (GEL) use the $737 million net proceeds from the notes?

Genesis Energy expects about $737.0 million in net proceeds and plans to use them primarily to purchase or redeem any and all outstanding 7.75% senior notes due 2028. Remaining funds will support general partnership purposes, including repaying part of the revolving borrowings under its senior secured credit facility.

What changed between Genesis Energy’s initial and final senior note offering sizes?

Genesis Energy initially announced a $500,000,000 senior note offering and later upsized it to $750,000,000. The final offering size reflects increased issuance at a 6.75% coupon, with the price to investors set at 100% of the principal amount of the notes due 2034.

What interest rate and maturity apply to Genesis Energy’s new notes?

The new Genesis Energy notes carry a 6.75% interest rate and mature in 2034. They are senior unsecured obligations, co-issued with Genesis Energy Finance Corporation and initially guaranteed by all subsidiaries except unrestricted subsidiaries, under an effective Form S-3 shelf registration.

How does the new 2034 note issuance affect Genesis Energy’s 2028 notes?

Genesis Energy intends to use proceeds from the 2034 notes to purchase or redeem any and all of its 7.75% senior notes due 2028. This effectively refinances nearer-term, higher-coupon debt with longer-dated 6.75% notes, while also supporting repayment of part of the revolving credit facility.

When is Genesis Energy’s $750 million note offering expected to settle?

The $750 million Genesis Energy senior note offering is expected to settle on March 4, 2026. Completion is subject to customary closing conditions under the underwriting agreement, including receipt of legal opinions and satisfaction of standard requirements by the underwriters and the issuers.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 5.4 KB
• EX-99.2 EX-99.2 6.4 KB

Other Documents

• EX-1.1 EX-1.1 278.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB