Genesis Energy (GEL) director details phantom unit exercise and new grant

Rhea-AI Filing Summary

Genesis Energy LP director Kenneth M. Jastrow II reported equity award activity on 01/02/2026. He exercised 3,851 phantom units into an equal number of Common Units - Class A and then disposed of 3,851 Common Units - Class A at $15.74 per unit. After these transactions, he directly beneficially owned 150,000 Common Units - Class A.

On the same date, he also acquired a new grant of 2,794 phantom units that are scheduled to vest on 01/02/2027, each linked to one Common Unit - Class A. Following the reported derivative transactions, he held 7,904 phantom units from the exercised award and 10,698 phantom units in total, which are paid in cash based on the average closing price for the 20 trading days before vesting and include quarterly distribution equivalent rights.

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^*

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)
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		3,851(1)	A	(2)	153,851	D
Common Units - Class A(1)	01/02/2026		D		3,851(1)	D	$15.74(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)	01/02/2026		M			3,851	01/02/2026	01/02/2026	Common Units - Class A	3,851	(2)	7,904	D
Phantom Units	(3)(4)	01/02/2026		A		2,794		01/02/2027	01/02/2027	Common Units - Class A	2,794	(3)(4)	10,698	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	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did GEL director Kenneth M. Jastrow II report?

Kenneth M. Jastrow II reported exercising 3,851 phantom units into Common Units - Class A and disposing of 3,851 Common Units - Class A at $15.74 per unit on 01/02/2026.

How many Genesis Energy LP (GEL) common units does the director own after the transaction?

After the reported transactions, he beneficially owned 150,000 Common Units - Class A directly.

What phantom unit awards does the GEL director hold after this Form 4?

Following the transactions, he held 7,904 phantom units from the exercised award and 10,698 phantom units in total, linked to Common Units - Class A.

When do the newly acquired phantom units for GEL vest?

The newly acquired 2,794 phantom units are scheduled to vest on 01/02/2027.

How are Genesis Energy LP phantom units paid to the reporting person?

Upon vesting, the phantom units are paid in cash based on the average closing price of Common Units - Class A for the 20 trading days immediately prior to the vesting date.

Do GEL phantom units include distribution equivalent rights?

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