Genesis Energy (NYSE: GEL) director settles phantom units and receives new award

Rhea-AI Filing Summary

Genesis Energy LP director Sharilyn S. Gasaway reported equity-based compensation activity involving the partnership’s Common Units - Class A on 01/02/2026. She exercised 3,851 phantom units, which were deemed exchanged for an equal number of common units and simultaneously disposed of to the issuer, with cash paid based on the average closing price for the 20 trading days before vesting, including a price of $15.74 for the common units. Following these transactions, she directly beneficially owned 288,364 Common Units - Class A. She also received a new award of 2,637 phantom units, scheduled to vest on 01/02/2027, bringing her total phantom unit holdings to 10,161, which include tandem distribution equivalent rights accrued and paid quarterly.

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^*

GASAWAY SHARILYN S

(Last) (First) (Middle)

ONE ALLIED DRIVE

(Street)

LITTLE ROCK AR 72202

(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)	292,215	D
Common Units - Class A(1)	01/02/2026		D		3,851(1)	D	$15.74(2)	288,364	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)	7,524	D
Phantom Units	(3)(4)	01/02/2026		A		2,637		01/02/2027	01/02/2027	Common Units - Class A	2,637	(3)(4)	10,161	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:

	Sharilyn S. Gasaway	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 Genesis Energy (GEL) disclose in this Form 4?

The filing shows that director Sharilyn S. Gasaway settled 3,851 phantom units into Common Units - Class A on 01/02/2026, with the underlying common units simultaneously disposed of to the issuer for cash based on recent average closing prices.

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

After the reported transactions, Sharilyn S. Gasaway directly beneficially owned 288,364 Common Units - Class A of Genesis Energy LP.

What price was used to value the settled Genesis Energy (GEL) phantom units?

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 vesting date, including a transaction reported at $15.74 per common unit.

Did the Genesis Energy (GEL) director receive new phantom unit awards?

Yes. On 01/02/2026 she was granted 2,637 new phantom units, which are scheduled to vest on 01/02/2027 and will be paid in cash based on the average closing price before that vesting date.

How many phantom units linked to Genesis Energy (GEL) does the director now hold?

Following the reported transactions, Sharilyn S. Gasaway held 10,161 phantom units, tied to an equivalent number of Common Units - Class A.

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

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