Do the GEL phantom units provide distribution-related cash payments before vesting?

Yes, the award includes tandem distribution equivalent rights. These provide cash payments equal to the quarterly per-common-unit cash distribution multiplied by the number of unvested phantom units, paid concurrently with each regular cash distribution declared by Genesis Energy LP.

Genesis Energy (NYSE: GEL) awards 6,177 phantom units to senior executive

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Thompson Frederick Michael reported acquisition or exercise transactions in this Form 4 filing.

Genesis Energy LP senior executive Frederick Michael Thompson received a compensation award of phantom units. On April 14, 2026, he was granted 6,177 phantom units, each economically equivalent to one common unit of Genesis Energy LP.

The phantom units are cash-settled based on the closing price of the common units on the vesting date and include tandem distribution equivalent rights that pay cash equal to the quarterly cash distribution on common units for as long as they are unvested. The full award is scheduled to vest on April 14, 2029, the third anniversary of the grant date, if he remains employed, with potential earlier vesting in situations described in the award agreement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Thompson Frederick Michael

Role SVP and GM

Type	Security	Shares	Price	Value
Grant/Award	Phantom Units	6,177	$0.00	--

Holdings After Transaction: Phantom Units — 6,177 shares (Direct, null)

Footnotes (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). 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. The reporting person was granted an award of 6,177 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.

Key Figures

Phantom units granted: 6,177 phantom units Underlying common units: 6,177 common units equivalent Exercise/vesting date: April 14, 2029 +2 more

5 metrics

Phantom units granted 6,177 phantom units Grant on April 14, 2026

Underlying common units 6,177 common units equivalent Economic equivalence per phantom unit

Exercise/vesting date April 14, 2029 Scheduled full vesting, third anniversary of grant

Exercise price $0.00 per unit Phantom units granted at no purchase cost

Units following transaction 6,177 phantom units Total derivative holdings after this grant

Key Terms

Phantom Units, distribution equivalent rights, vesting date, award agreement

4 terms

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 with the quarterly distribution."

vesting date financial

"paid in cash based on the closing price of the common units on the vesting date."

award agreement financial

"subject to earlier vesting upon certain events specified in the recipient's award agreement."

An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.

Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 02:42 PM

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
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^*

Thompson Frederick Michael

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and GM

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽¹⁾⁽²⁾	04/14/2026		A		6,177⁽³⁾		04/14/2029	04/14/2029	Common Units - Class A	6,177⁽³⁾	⁽¹⁾⁽²⁾	6,177	D

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 6,177 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:

	Frederick Thompson	05/29/2026
	** 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).
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

FAQ

What insider transaction did GEL executive Frederick Michael Thompson report?

Frederick Michael Thompson reported receiving an award of 6,177 phantom units. These units are part of his compensation and are economically equivalent to Genesis Energy LP common units but will be settled in cash at vesting rather than through delivery of actual units.

How many Genesis Energy LP phantom units were granted in this Form 4?

The Form 4 shows a grant of 6,177 phantom units. Each phantom unit represents the economic value of one common unit, and the award includes cash payments tied to quarterly per-unit cash distributions while the units remain unvested.

When do the granted GEL phantom units vest for the reporting person?

The 6,177 phantom units are scheduled to vest fully on April 14, 2029. This date is the third anniversary of the April 14, 2026 grant, and vesting requires that the reporting person remain employed, subject to earlier vesting under the award agreement.

Are the GEL phantom units settled in stock or cash at vesting?

The phantom units will be settled in cash upon vesting, not with common units. The cash amount 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.

What conditions could affect vesting of the GEL phantom unit award?

Standard vesting requires continued employment through April 14, 2029. The footnotes indicate vesting may occur earlier upon certain events specified in the recipient’s award agreement, though the specific triggering events are not detailed in this excerpt.