Genesis Energy (GEL) director discloses phantom unit awards and cash-settled units

Rhea-AI Filing Summary

Genesis Energy LP director James E. Davison reported equity-related transactions involving the partnership's Common Units - Class A on 01/02/2026. A previously granted award of 3,555 phantom units was settled, resulting in the acquisition of 3,555 common units and an immediate disposition of the same number of units to the issuer for cash at $15.74 per unit, with cash value based on the 20-day average closing price before vesting. After these transactions, Davison directly beneficially owned 2,717,890 common units and indirectly owned 1,010,835 units through Terminal Services, Inc., of which he is the sole stockholder.

On the same date, Davison received a new award of 2,519 phantom units that are scheduled to vest on 01/02/2027, tied to an equal number of underlying common units. Following these changes, he held 9,699 phantom units in total. The phantom units are designed to be paid in cash based on the average closing price over the 20 trading days before vesting and include distribution equivalent rights that accrue and are paid quarterly over the vesting period.

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

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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).

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^*

Davison James E

(Last) (First) (Middle)

2000 FARMERVILLE HIGHWAY

(Street)

RUSTON LA 71270

(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)
01/02/2026

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)	01/02/2026		M		3,555(1)	A	(2)	2,721,445	D
Common Units - Class A(1)	01/02/2026		D		3,555(1)	D	$15.74(2)	2,717,890	D
Common Units - Class A								1,010,835	I	Terminal Services, Inc.(3)

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)	01/02/2026		M			3,555	01/02/2026	01/02/2026	Common Units - Class A	3,555	(2)	7,180	D
Phantom Units	(4)(5)	01/02/2026		A		2,519		01/02/2027	01/02/2027	Common Units - Class A	2,519	(4)(5)	9,699	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 Reporting Person is the sole stockholder of Terminal Services, Inc.

4. 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.

5. 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:

	James E. Davison	01/04/2026
	** 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).
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FAQ

What insider transaction did Genesis Energy (GEL) report for James E. Davison?

James E. Davison, a director of Genesis Energy LP, reported the settlement of 3,555 phantom units into Common Units - Class A on 01/02/2026, followed by the disposition of those 3,555 common units back to the issuer for cash.

How many Genesis Energy (GEL) common units does James E. Davison own after the reported transactions?

After the reported activity, James E. Davison beneficially owned 2,717,890 Common Units - Class A directly and 1,010,835 units indirectly through Terminal Services, Inc., for which he is the sole stockholder.

What new phantom unit award did James E. Davison receive from Genesis Energy (GEL)?

On 01/02/2026, Davison received a new award of 2,519 phantom units tied to Common Units - Class A. These phantom units are scheduled to vest on 01/02/2027 and correspond to 2,519 underlying common units.

How many phantom units does James E. Davison hold after these Genesis Energy (GEL) transactions?

Following the reported transactions, Davison held a total of 9,699 phantom units, each linked to an equivalent number of Genesis Energy Common Units - Class A.

How are Genesis Energy (GEL) phantom units paid to James E. Davison?

The phantom units are paid in cash upon vesting, based on the average closing price of Genesis Energy Common Units - Class A for the 20 trading days immediately before the vesting date.

What are distribution equivalent rights attached to Genesis Energy (GEL) phantom units?

The award includes tandem distribution equivalent rights, under which quarterly distributions paid on each Common Unit - Class A are accrued over the vesting period of the phantom units and paid quarterly.