[Form 4] GENESIS ENERGY LP Insider Trading Activity

Rhea-AI Filing Summary

Kenneth M. Jastrow II, a director of Genesis Energy LP (GEL), reported transactions on 10/01/2025 involving phantom units and common units. The filing shows 3,009 phantom units treated as vested/settled and paid in cash based on the 20‑day average closing price prior to vesting, which was deemed a disposition of the phantom units and a simultaneous acquisition and disposition of the underlying Common Units - Class A. A reported sale/disposition of 3,009 Common Units - Class A occurred at $16.53 per unit. After the transactions, the filing reports beneficial ownership changes reflected in both non‑derivative and derivative tables, and remaining phantom unit awards that will vest on 10/01/2026.

Positive

• Timely disclosure of director compensation and settlement activity under Section 16
• Settlement method disclosed: cash payment based on the 20‑day average closing price is explicitly described

Negative

• Disposition of 3,009 Common Units at $16.53 reduces the reporting person’s direct holdings as shown in the report

Insights

Financial Analyst

TL;DR Routine director compensation settlement; limited market impact given modest unit quantity.

The report documents the cash settlement of 3,009 phantom units and a corresponding reported disposition of 3,009 Common Units - Class A at $16.53 per unit on 10/01/2025. The settlement was calculated using the 20 trading‑day average closing price prior to vesting, per the filer’s explanation. Remaining phantom awards with a vesting date of 10/01/2026 total 2,685 units (to be paid in cash upon vesting) and the filing discloses post‑transaction beneficial ownership figures in both tables. This is a compensation/settlement disclosure rather than operational or financial performance news.

Corporate Governance Expert

TL;DR Proper Section 16 disclosure of director award settlement; no governance red flags apparent from filing.

The Form 4 shows timely reporting of director compensation activity and details on how phantom units are paid (cash based on 20‑day average) and include tandem distribution equivalent rights. The filing identifies the reporting person as a director and distinguishes direct beneficial ownership. There are no departures, amendments, or unexplained transfers in this filing; the activity appears consistent with standard equity‑based compensation settlement practices.

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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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).

1. Name and Address of Reporting Person^*

JASTROW KENNETH M II

(Last) (First) (Middle)

6300 BEE CAVE ROAD

BUILDING ONE, 6TH FLOOR

(Street)

AUSTIN TX 78746

(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)	153,009	D
Common Units - Class A(1)	10/01/2025		D		3,009(1)	D	$16.53(2)	150,000	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)	9,070	D
Phantom Units	(3)(4)	10/01/2025		A		2,685		10/01/2026	10/01/2026	Common Units - Class A	2,685	(3)(4)	11,755	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:

	Kenneth M. Jastrow II	10/02/2025
	** 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 transactions did GEL director Kenneth M. Jastrow II report on Form 4?

The Form 4 reports the cash settlement/vesting of 3,009 phantom units and a reported disposition of 3,009 Common Units - Class A on 10/01/2025.

At what price were the 3,009 Common Units reported disposed?

The filing shows a reported disposition price of $16.53 per Common Unit - Class A for the 3,009 units.

How was the cash payment amount for the phantom units determined?

Payments were made based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the vesting date.

Are there remaining phantom units reported that will vest later?

Yes; the filing shows 2,685 phantom units with a vesting/payment date of 10/01/2026, to be paid in cash based on the same 20‑day average method.

What is the reporting person’s relationship to GEL?

The filer is identified as a Director of Genesis Energy LP.