Genesis Energy (NYSE: GEL) director gets new phantom unit award
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Genesis Energy LP director James E. Davison Jr. reported routine compensation-related changes in his holdings. On April 1, 2026, 2,372 phantom units vested and were settled in cash, which is treated as acquiring an equal number of Common Units - Class A and simultaneously disposing of those units back to the issuer at $17.88 per unit.
He also received a new grant of 2,286 phantom units that will vest on April 1, 2027, with payment in cash based on the average closing price over the 20 trading days before vesting, and including tandem distribution equivalent rights. After these transactions, he directly holds 3,883,045 Common Units - Class A. Additional Common Units - Class A are held indirectly through several Davison family trusts and a special trust, where he may have an indirect pecuniary interest as described in the footnotes.
Positive
- None.
Negative
- None.
Insider Trade Summary
2,372 shares exercised/converted
Mixed
8 txns
Insider
Davison James E. Jr.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Units | 2,372 | $0.00 | -- |
| Grant/Award | Phantom Units | 2,286 | $0.00 | -- |
| Exercise | Common Units - Class A | 2,372 | $0.00 | -- |
| Disposition | Common Units - Class A | 2,372 | $17.88 | $42K |
| holding | Common Units - Class A | -- | -- | -- |
| holding | Common Units - Class A | -- | -- | -- |
| holding | Common Units - Class A | -- | -- | -- |
| holding | Common Units - Class A | -- | -- | -- |
Holdings After Transaction:
Phantom Units — 7,327 shares (Direct);
Common Units - Class A — 3,885,417 shares (Direct);
Common Units - Class A — 446,461 shares (Indirect, James Ellis Davison, III Trust)
Footnotes (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. 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. Due to the reporting person's relationship with the beneficiaries and trustees of the Sarah Margaret Davison Trust, the William Charles Davison Trust and the James Ellis Davison, III Trust (collectively, the "Trusts"), the reporting person could be deemed to have an indirect pecuniary interest in the Common Units Class A that are beneficially owned by the Trusts. All Common Units Class A owned by the Trusts are reported on these lines. The reporting person disclaims beneficial ownership of these Common Units Class A except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these Common Units Class A for purposes of Section 16 or for any other purpose. These Common Units Class A are beneficially owned by the James E. and Margaret A.B. Davison Special Trust (the "Special Trust"). The reporting person could be deemed to have an indirect pecuniary interest in such Common Units Class A. All Common Units Class A owned by the Special Trust are reported on this line. The reporting person disclaims beneficial ownership of these Common Units Class A except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these Common Units Class A for purposes of Section 16or for any other purpose. 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. 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.
Key Figures
Phantom units vested: 2,372 units
Disposition price to issuer: $17.88 per unit
New phantom unit award: 2,286 units
+5 more
8 metrics
Phantom units vested
2,372 units
Vested and settled in cash on April 1, 2026
Disposition price to issuer
$17.88 per unit
Deemed disposition of 2,372 Common Units - Class A
New phantom unit award
2,286 units
Grant vesting on April 1, 2027
Direct Common Units after transactions
3,883,045 units
Common Units - Class A held directly after April 1, 2026
Indirect units – James Ellis Davison III Trust
446,461 units
Common Units - Class A held indirectly via trust
Indirect units – Sarah Margaret Davison Trust
446,462 units
Common Units - Class A held indirectly via trust
Indirect units – William Charles Davison Trust
446,460 units
Common Units - Class A held indirectly via trust
Indirect units – Special Trust
187,856 units
Common Units - Class A held by James E. and Margaret A.B. Davison Special Trust
Key Terms
phantom units, distribution equivalent rights, indirect pecuniary interest, beneficial ownership, +1 more
5 terms
phantom units financial
"The payment of the phantom units in cash is deemed to be a disposition"
Phantom units are a form of employee compensation that mimics ownership in a company without issuing real shares: recipients receive cash or stock value tied to the company’s share price or performance when the units vest. They matter to investors because phantom units align employee incentives with shareholder value while avoiding share dilution; however, they create future cash obligations and can affect a company’s financial statements and cash flow.
distribution equivalent rights financial
"Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions"
indirect pecuniary interest financial
"the reporting person could be deemed to have an indirect pecuniary interest in the Common Units Class A"
beneficial ownership financial
"The reporting person disclaims beneficial ownership of these Common Units Class A except"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 16 regulatory
"beneficial owner of these Common Units Class A for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What insider transactions did GEL director James E. Davison Jr. report?
He reported vesting of 2,372 phantom units settled in cash, treated as acquiring and then disposing of the same number of Common Units - Class A at $17.88 per unit, plus a new grant of 2,286 phantom units scheduled to vest in 2027.
How many Genesis Energy (GEL) units does James E. Davison Jr. hold after this Form 4?
After the reported transactions, James E. Davison Jr. directly holds 3,883,045 Common Units - Class A. Additional Common Units are held indirectly through several Davison family trusts and a special trust, where he may have an indirect pecuniary interest as described in the footnotes.
What are the terms of the new phantom unit award reported for GEL?
The new award covers 2,286 phantom units that will be paid in cash based on the average closing price of Common Units - Class A for the 20 trading days before the April 1, 2027 vesting date and includes tandem distribution equivalent rights on quarterly partnership distributions.
How was the $17.88 price used in the GEL Form 4 transaction?
The $17.88 per unit price applies to the disposition of 2,372 Common Units - Class A to the issuer that is deemed to occur when the vested phantom units are paid in cash. This reflects the mechanics of settling the phantom units rather than an open-market sale.
What indirect holdings are reported for GEL through Davison family trusts?
Indirect holdings include 446,461 Common Units - Class A in the James Ellis Davison III Trust, 446,462 in the Sarah Margaret Davison Trust, 446,460 in the William Charles Davison Trust, and 187,856 in the James E. and Margaret A.B. Davison Special Trust, with beneficial ownership disclaimed except for pecuniary interest.