[Form 4] Genesis Energy, L.P. Insider Trading Activity

Rhea-AI Filing Summary

Genesis Energy, L.P. (GEL) – Form 4 insider activity

Director Sharilyn S. Gasaway reported the cash-settled vesting of 2,800 phantom units on 07/01/2025. The vesting triggered an “M” code acquisition of 2,800 Class A common units and an immediate “D” code disposition of the same amount to the issuer at $16.54 per unit, leaving her direct holdings at 288,364 common units.

The filing also shows a new award of 2,500 phantom units that will vest on 07/01/2026. These units, which carry tandem distribution-equivalent rights, will be paid in cash based on the 20-day average closing price at vesting. Following the transactions, Gasaway’s derivative position stands at 11,851 phantom units.

The transactions are routine incentive-plan mechanics, involve no open-market buying or selling, and have no material impact on Genesis Energy’s share count or insider ownership profile.

Insights

Securities Analyst

TL;DR: Routine incentive vesting; no open-market trade; neutral for valuation.

The conversion and cash settlement of 2,800 phantom units is a standard administrative event under GEL’s director compensation plan. Because the underlying shares were immediately surrendered to the partnership, there is no net change in market-float supply. The additional 2,500 phantom units granted, vesting in 2026, align the director’s incentives with unitholders but do not alter near-term cash flows or leverage metrics. Overall impact on valuation, liquidity, or governance risk is negligible.

Corporate Governance Expert

TL;DR: Filing reflects standard pay-for-performance structure; governance stance unchanged.

Genesis Energy continues to pay directors with cash-settled phantom units, limiting dilution while maintaining equity-linked compensation. The inclusion of distribution-equivalent rights keeps total remuneration competitive without exposing investors to incremental share issuance. No red flags emerge regarding timing, pricing, or disclosure quality. I view the event as governance-neutral and non-impactful to broader ESG assessments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GASAWAY SHARILYN S

(Last) (First) (Middle)

ONE ALLIED DRIVE

(Street)

LITTLE ROCK AR 72202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENESIS ENERGY LP [ GEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units - Class A(1)	07/01/2025		M		2,800(1)	A	(2)	291,164	D
Common Units - Class A(1)	07/01/2025		D		2,800(1)	D	$16.54(2)	288,364	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(2)	07/01/2025		M			2,800	07/01/2025	07/01/2025	Common Units - Class A	2,800	(2)	9,351	D
Phantom Units	(3)(4)	07/01/2025		A		2,500		07/01/2026	07/01/2026	Common Units - Class A	2,500	(3)(4)	11,851	D

Explanation of Responses:

1. The payment of the phantom units in cash is deemed to be a disposition of the phantom units in exchange for the acquisition of the underlying Common Units - Class A and a simultaneous disposition of the underlying Common Units - Class A to the issuer.

2. Upon vesting, the phantom units were paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the date of vesting.

3. The phantom units will be paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the vesting date.

4. Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each Common Unit - Class A will be accrued over the vesting period and paid quarterly.

Remarks:

	Sharilyn S. Gasaway	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did GEL director Sharilyn S. Gasaway report on 07/01/2025?

She vested 2,800 phantom units, triggering a matching acquisition and disposition of 2,800 Class A common units paid in cash.

How many Genesis Energy common units does Gasaway now own directly?

288,364 Class A common units following the reported transactions.

At what price were the phantom units cash-settled?

The units were valued at the 20-day average closing price, which calculated to $16.54 per unit.

When will the newly granted 2,500 phantom units vest?

The award will vest on 07/01/2026 and be paid in cash upon vesting.

Did the Form 4 show any open-market purchase or sale of GEL units?

No. All movements were internal plan settlements; no open-market trades occurred.