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Genesis Energy (NYSE: GEL) SVP receives 13,054 cash-settled phantom units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rainsberger William W reported acquisition or exercise transactions in this Form 4 filing.

GENESIS ENERGY LP senior vice president of offshore operations William W. Rainsberger received a grant of 13,054 phantom units as compensation. Each phantom unit is economically equivalent to one common unit and will be settled in cash based on the closing common unit price on the vesting date.

The award vests in full on April 14, 2029, the third anniversary of the grant date, provided he remains employed, with potential earlier vesting under specified events in the award agreement. The grant also carries cash distribution equivalent rights equal to quarterly per‑unit cash distributions on unvested phantom units.

Positive

  • None.

Negative

  • None.
Insider Rainsberger William W
Role SVP - Offshore
Type Security Shares Price Value
Grant/Award Phantom Units 13,054 $0.00 $0.00
Holdings After Transaction: Phantom Units — 13,054 shares (Direct)
Footnotes (3)
  1. F1. Each phantom unit is the economic equivalent of one common unit. The phantom units will be paid in cash based on the closing price of the common units on the vesting date (or, if the vesting date is not a trading day, on the immediately preceding trading day).
  2. F2. Award includes tandem distribution equivalent rights to receive an amount in cash concurrently with and equal to the quarterly per common unit cash distribution made by the issuer multiplied by the number of unvested phantom units.
  3. F3. The reporting person was granted an award of 13,054 phantom units on April 14, 2026 that will vest fully on April 14, 2029, the third anniversary of the grant date, provided that the reporting person is still employed by the issuer on such vesting date, subject to earlier vesting upon certain events specified in the recipient's award agreement.
Phantom units granted 13,054 phantom units Award to SVP William W. Rainsberger on April 14, 2026
Exercise/expiration date April 14, 2029 Vesting, exercise, and expiration date for phantom units
Underlying common units 13,054 Common Units - Class A Each phantom unit economically equals one common unit
Grant price $0.00 per phantom unit Compensation grant, not a market purchase
Post-grant derivative holdings 13,054 phantom units Total phantom units following transaction, held directly
Phantom Units financial
"Each phantom unit is the economic equivalent of one common unit."
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 to receive an amount in cash concurrently"
vesting date financial
"paid in cash based on the closing price of the common units on the vesting date"
Common Units - Class A financial
"underlying_security_title: Common Units - Class A"

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FAQ

What did GEL executive William W. Rainsberger receive in this Form 4 filing?
William W. Rainsberger received a grant of 13,054 phantom units as compensation. These units are tied to GENESIS ENERGY LP’s common units and are settled in cash, providing economic exposure without an immediate market purchase or sale of common units.

How do GENESIS ENERGY LP (GEL) phantom units work for this award?
Each phantom unit is the economic equivalent of one common unit and is paid in cash. The cash value is based on the closing price of GENESIS ENERGY LP common units on the vesting date or the immediately preceding trading day if that date is not a trading day.

When do William W. Rainsberger’s 13,054 GEL phantom units vest?
The 13,054 phantom units granted to William W. Rainsberger vest fully on April 14, 2029. This is the third anniversary of the April 14, 2026 grant date, assuming he remains employed, with potential earlier vesting upon certain events in the award agreement.

Does the GEL phantom unit award include cash distribution rights?
Yes, the phantom unit award includes tandem distribution equivalent rights paid in cash. These equal the quarterly per common unit cash distribution multiplied by the number of unvested phantom units, and are paid concurrently with distributions made by GENESIS ENERGY LP.

Is this GEL Form 4 transaction an open-market buy or sell of common units?
No, this Form 4 reflects a compensation-related grant of phantom units, not an open-market trade. The units are cash-settled and economically track common units, rather than representing a direct purchase or sale of GENESIS ENERGY LP common units in the market.
SEC Form 4
FORM 4UNITED 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*
Rainsberger William W
(Last)(First)(Middle)
811 LOUISIANA, SUITE 1200
(Street)
HOUSTON TEXAS 77002
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GENESIS ENERGY LP [ GEL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP - Offshore
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Units(1)(2)04/14/2026A13,054(3)04/14/202904/14/2029Common Units - Class A13,054(3)(1)(2)13,054D
Explanation of Responses:
1. Each phantom unit is the economic equivalent of one common unit. The phantom units will be paid in cash based on the closing price of the common units on the vesting date (or, if the vesting date is not a trading day, on the immediately preceding trading day).
2. Award includes tandem distribution equivalent rights to receive an amount in cash concurrently with and equal to the quarterly per common unit cash distribution made by the issuer multiplied by the number of unvested phantom units.
3. The reporting person was granted an award of 13,054 phantom units on April 14, 2026 that will vest fully on April 14, 2029, the third anniversary of the grant date, provided that the reporting person is still employed by the issuer on such vesting date, subject to earlier vesting upon certain events specified in the recipient's award agreement.
Remarks:
William W. Rainsberger05/13/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR