[Form 4] GENESIS ENERGY LP Insider Trading Activity

Rhea-AI Filing Summary

Sharilyn S. Gasaway, a director of Genesis Energy LP (GEL), reported transactions on 10/01/2025 involving Class A common units and related phantom-unit awards. The filing shows a deemed conversion/settlement of 3,009 phantom units that were paid in cash based on the 20‑day average closing price, followed by a disposition of the underlying 3,009 Common Units at $16.53 per unit, leaving her with 288,364 Class A common units. The report also records a new award of 2,533 phantom units scheduled to vest on 10/01/2026, which will be paid in cash based on the 20‑day average price and includes accrued distribution equivalents paid quarterly.

Positive

• The filing shows timely and clear disclosure of the director's transactions, including settlement mechanics and pricing.
• A new award of 2,533 phantom units was granted with tandem distribution equivalent rights, supporting continued director compensation alignment without issuing new equity immediately.

Negative

• There was a disposition of 3,009 underlying Class A units following cash settlement, resulting in a net reduction to 288,364 directly held units.
• The cash settlement used the 20‑day average closing price, which may differ from a single‑day market price and affects realized proceeds compared with immediate market sale pricing.

Insights

Securities/Fiduciary Analyst

TL;DR: Routine director compensation settlement and replacement award; modest net reduction in direct shares.

The Form 4 documents a common sequence for equity‑based compensation: vested phantom units were settled for cash calculated from the 20‑day average closing price and the underlying common units were simultaneously disposed of at $16.53, reducing direct holdings from the intermediate amount to 288,364 Class A units. A follow‑on award of 2,533 phantom units will vest in one year with tandem distribution rights, representing deferred, cash‑settled compensation rather than an equity issuance. This filing appears procedural and not an unusual governance or control event.

Corporate Governance Specialist

TL;DR: Compensation mechanics disclosed clearly; no change to control or material dilution.

The disclosure clarifies that settlement is cash‑based and includes accrued distribution equivalents, which preserves the partnership's outstanding unit count. The simultaneous deemed disposition of underlying units indicates the director did not retain newly acquired units but received cash value. The forthcoming 2,533 phantom units are contingent and cash‑settled at vesting, so they do not create immediate equity dilution or signal a change in governance alignment.

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

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)
10/01/2025

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)	10/01/2025		M		3,009(1)	A	(2)	291,373	D
Common Units - Class A(1)	10/01/2025		D		3,009(1)	D	$16.53(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)	10/01/2025		M			3,009	10/01/2025	10/01/2025	Common Units - Class A	3,009	(2)	8,842	D
Phantom Units	(3)(4)	10/01/2025		A		2,533		10/01/2026	10/01/2026	Common Units - Class A	2,533	(3)(4)	11,375	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	10/01/2025
	** 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 transactions did Sharilyn S. Gasaway report on Form 4 for GEL?

The Form 4 reports the deemed settlement of 3,009 phantom units for cash and a simultaneous disposition of the underlying 3,009 Common Units at $16.53 per unit on 10/01/2025.

How many Genesis Energy (GEL) units does the reporting person own after these transactions?

Following the reported transactions the reporting person beneficially owns 288,364 Class A Common Units.

What is the nature and payout method of the phantom units disclosed?

The phantom units are cash‑settled based on the average closing price of the Class A Common Units for the 20 trading days immediately prior to vesting and include accrued distribution equivalents paid quarterly.

Were any new awards granted in this filing for GEL insider Gasaway?

Yes. A new award of 2,533 phantom units was reported with a vesting date of 10/01/2026.

Does this Form 4 indicate any change in control at Genesis Energy LP (GEL)?

No. The filing shows routine compensation settlement and a subsequent award; it does not indicate any change in control or issuance of equity that would materially alter ownership.