Blackstone stake in Genesis Energy falls below 5%

Genesis Energy, L.P. and Blackstone-affiliated holders amended their ownership report after a repurchase of preferred units.

Rhea-AI Filing Summary

Genesis Energy, L.P. and Blackstone-affiliated holders amended their ownership report after a repurchase of preferred units. On February 3, 2026, Genesis agreed to repurchase 741,620 Preferred Units from GSO Rodeo at $33.71 per unit, and the deal closed the same day.

After this transaction, the Blackstone-related reporting persons beneficially owned 6,293,307 Genesis Class A common units, or 4.9% of the class, based on 122,424,321 units outstanding as of October 29, 2025 plus units issuable from GSO Rodeo’s remaining preferred units. Because their stake fell below the 5% reporting threshold, this amendment is identified as their final Schedule 13D filing for Genesis.

Insights

Equity ownership & capital structure analyst

Genesis repurchases preferred units from Blackstone affiliate, dropping their reported stake below 5%.

The filing shows Genesis Energy, L.P. entered a repurchase agreement on February 3, 2026 to buy back 741,620 Preferred Units from GSO Rodeo at $33.71 per unit. These preferred units are convertible into an equal number of Class A common units.

Post-transaction, Blackstone-affiliated reporting persons disclose beneficial ownership of 6,293,307 Class A units, or 4.9% of the class, using an outstanding base of 122,424,321 units as of October 29, 2025 plus remaining convertible units. This takes them below the 5% threshold that normally requires Schedule 13D reporting.

The amendment is labeled an exit filing, indicating they no longer consider themselves more-than-5% beneficial owners under Section 13(d). Future ownership changes by these holders may instead appear indirectly through other disclosures, so investors looking at Genesis’s holder base may focus on subsequent ownership updates from the company or future regulatory filings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Genesis Energy (GEL) and GSO Rodeo agree to on February 3, 2026?

Genesis Energy agreed to repurchase 741,620 Preferred Units from GSO Rodeo at $33.71 per unit, with the transaction closing the same day. These preferred units are convertible into an equal number of Class A common units, directly affecting reported beneficial ownership levels.

How many Genesis Energy Class A units do Blackstone-related entities now report owning?

Blackstone-related reporting persons disclose beneficial ownership of 6,293,307 Genesis Energy Class A common units. This figure is calculated using 122,424,321 units outstanding as of October 29, 2025, plus units issuable from remaining preferred units held by GSO Rodeo following the repurchase agreement.

What percentage of Genesis Energy’s Class A units do the reporting persons now hold?

The reporting persons state they beneficially own 4.9% of Genesis Energy’s Class A common units. That percentage is based on 122,424,321 units outstanding as of October 29, 2025, plus the Class A units that GSO Rodeo may still receive by converting its remaining preferred units.

Why is this Schedule 13D/A Amendment No. 3 for Genesis Energy considered an exit filing?

As of February 3, 2026, the reporting persons say they ceased to be beneficial owners of more than five percent of Genesis Energy’s Class A units. Because their stake fell below the 5% reporting threshold, they identify this amendment as their final Schedule 13D filing for Genesis.

How many Preferred Units in Genesis Energy does GSO Rodeo still hold after the repurchase?

After the repurchase, GSO Rodeo holds 5,717,572 Preferred Units of Genesis Energy. These preferred units are convertible into 5,717,572 Class A common units, and this remaining position is included when calculating the reporting persons’ disclosed beneficial ownership percentage in the filing.

How was the beneficial ownership percentage for Genesis Energy calculated in this filing?

The percentage was calculated using 122,424,321 Class A common units outstanding as of October 29, 2025, as reported in Genesis Energy’s Form 10-Q, plus Class A units that GSO Rodeo may obtain upon converting its Preferred Units. This combined base yields the reported ownership percentages.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/05/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Genesis Energy, L.P.

(Name of Issuer)

Common Units - Class A representing limited partner interests

(Title of Class of Securities)

371927104

(CUSIP Number)

John G. Finley
Blackstone Inc., 345 Park Avenue
New York, NY, 10154
(212) 583-5000

Marisa Beeney
Blackstone Alt. Credit Advisors LP, 345 Park Avenue
New York, NY, 10154
(212) 503-2100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 371927104

1

Name of reporting person

GSO Rodeo Holdings LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,717,572.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,717,572.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,717,572.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 371927104

1

Name of reporting person

GSO Rodeo Holdings Associates LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,717,572.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,717,572.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,717,572.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 371927104

1

Name of reporting person

GSO Holdings I L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,717,572.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,717,572.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,717,572.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 371927104

1

Name of reporting person

Blackstone Holdings II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,717,572.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,717,572.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,717,572.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 371927104

1

Name of reporting person

Blackstone Holdings I/II GP L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,293,307.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,293,307.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,293,307.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 371927104

1

Name of reporting person

Blackstone Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,293,307.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,293,307.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,293,307.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 371927104

1

Name of reporting person

Blackstone Group Management L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,293,307.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,293,307.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,293,307.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 371927104

1

Name of reporting person

Stephen A. Schwarzman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,293,307.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,293,307.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,293,307.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Units - Class A representing limited partner interests
(b)	Name of Issuer: Genesis Energy, L.P.
(c)	Address of Issuer's Principal Executive Offices: 811 LOUISIANA, SUITE 1200, HOUSTON, TEXAS , 77002.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on July 15, 2019, as amended by Amendment No. 1 filed on August 26, 2024, as amended by Amendment No. 2 filed on March 10, 2025 (as amended, the "Schedule 13D") relating to Common Units - Class A representing limited partner interests ("Class A Common Units") of Genesis Energy, L.P. (the "Issuer"). Except as set forth herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) and (e) of the Schedule 13D are hereby amended and restated as follows: Calculations of the percentage of Class A Common Units beneficially owned is based on 122,424,321 Class A Common Units outstanding as of October 29, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025, plus the Class A Common Units that GSO Rodeo may acquire upon the conversion of the Preferred Units. The aggregate number and percentage of Class A Common Units beneficially owned by each Reporting Person and, for each Reporting Person, the number of securities as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. As of the date hereof, GSO Rodeo holds 5,717,572 Preferred Units which are convertible into 5,717,572 Class A Common Units. GSO Rodeo Holdings Associates LLC is the general partner of GSO Rodeo. GSO Holdings I L.L.C. is the managing member GSO Rodeo Holdings Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Additionally, Harvest Fund Advisors LLC, an indirect subsidiary of Blackstone Holdings I/II GP L.L.C. ("HFA"), is the beneficial owner of 575,735 shares of Class A Common Units, which units are held by funds and accounts managed by HFA in the ordinary course of its business. Each such Reporting Person may be deemed to beneficially own the Class A Common Units beneficially owned by the Blackstone funds or accounts directly or indirectly controlled by it or him, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than GSO Rodeo to the extent it directly holds Issuer securities reported herein) is the beneficial owner of the Class A Common Units referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of the Reporting Persons (other than GSO Rodeo to the extent it directly holds Issuer securities reported herein) expressly disclaims beneficial ownership of such Class A Common Units.
(b)	See Item 5(a) above.
(c)	On February 3, 2026, GSO Rodeo entered into repurchase agreement with the Issuer pursuant to which the Issuer agreed to repurchase from GSO Rodeo 741,620 Preferred Units at a price of $33.71 per Preferred Unit. The repurchase closed on February 3, 2026. Except as set forth in this Amendment No. 3, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in the past 60 days in Class A Common Units.
(e)	As of February 3, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's Class A Common Units. The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GSO Rodeo Holdings LP

Signature:	/s/ Marisa Beeney
Name/Title:	Marisa Beeney, Authorized Signatory of GSO Rodeo Holdings Associates LLC, its general partner
Date:	02/05/2026

GSO Rodeo Holdings Associates LLC

Signature:	/s/ Marisa Beeney
Name/Title:	Marisa Beeney, Authorized Signatory
Date:	02/05/2026

GSO Holdings I L.L.C.

Signature:	/s/ Marisa Beeney
Name/Title:	Marisa Beeney, Authorized Signatory
Date:	02/05/2026

Blackstone Holdings II L.P.

Signature:	/s/ Victoria Portnoy
Name/Title:	Victoria Portnoy, Managing Director - Assistant Secretary of Blackstone Holdings I/II GP L.L.C., its general partner
Date:	02/05/2026

Blackstone Holdings I/II GP L.L.C.

Signature:	/s/ Victoria Portnoy
Name/Title:	Victoria Portnoy, Managing Director - Assistant Secretary
Date:	02/05/2026

Blackstone Inc.

Signature:	/s/ Victoria Portnoy
Name/Title:	Victoria Portnoy, Managing Director - Assistant Secretary
Date:	02/05/2026

Blackstone Group Management L.L.C.

Signature:	/s/ Victoria Portnoy
Name/Title:	Victoria Portnoy, Managing Director - Assistant Secretary
Date:	02/05/2026

Signature:	/s/ Stephen A. Schwarzman
Name/Title:	Stephen A. Schwarzman
Date:	02/05/2026