Major Genesis Energy (NYSE: GEL) unitholder files final Schedule 13D amendment

Rhea-AI Filing Summary

Genesis Energy, L.P. large unitholder James E. Davison Jr. filed Amendment No. 6 to his Schedule 13D covering the partnership’s common units. He now beneficially owns 5,423,932 common units, representing 4.43% of the class, based on 122,424,321 units outstanding plus units issuable from his Class B holdings.

The filing explains that on July 22, 2015 Genesis sold 10,350,000 common units in an underwritten offering, which increased total outstanding units from 99,589,221 to 109,939,221 and reduced Davison’s ownership below 5%, making this a final, exit filing. It also describes a May 21, 2026 estate-planning transaction in which Davison withdrew 1,527,239 units from family trusts in exchange for cash and property of equal value contributed back to the trusts, consolidating these units under his direct beneficial ownership.

Key Figures

Beneficial ownership: 5,423,932 common units Ownership percentage: 4.43% of class Units outstanding (later period): 122,424,321 Class A units +5 more

8 metrics

Beneficial ownership 5,423,932 common units Units beneficially owned by Davison as of Amendment No. 6

Ownership percentage 4.43% of class Percentage of Genesis Energy common units represented by Davison’s holdings

Units outstanding (later period) 122,424,321 Class A units Class A common units outstanding as of May 7, 2026

Units issuable from Class B 13,648 common units Class A units issuable upon conversion of Davison’s Class B units

Estate-planning transfer 1,527,239 common units Units withdrawn from family trusts on May 21, 2026

Public offering size 10,350,000 common units Genesis units sold in underwritten offering on July 22, 2015

Units outstanding before offering 99,589,221 common units Outstanding prior to July 22, 2015 offering

Units outstanding after offering 109,939,221 common units Outstanding following July 22, 2015 offering

Key Terms

beneficially owned, Phantom Units, exit filing, estate planning purposes, +1 more

5 terms

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 5,423,932.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Phantom Units financial

"Other than those Phantom Units that vested and were acquired on July 2, 2015"

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.

exit filing regulatory

"represents the final amendment to the Statement and constitutes an exit filing for the Reporting Person"

estate planning purposes financial

"On May 21, 2026, for estate planning purposes, the Reporting Person withdrew 1,527,239 Common Units"

public underwritten offering financial

"Genesis sold 10,350,000 Common Units in a public underwritten offering"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Genesis Energy, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

371927104

(CUSIP Number)

James E. Davison, Jr.
2000 Farmerville Highway,
Ruston, LA, 71270
(318) 255-3850

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

07/22/2015

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 371927104

1

Name of reporting person

James E. Davison, Jr.

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 5,423,932.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,423,932.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,423,932.00

12

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

13

Percent of class represented by amount in Row (11)

4.43 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents (i) 3,896,693 Class A Common Units, including (a) 3,883,045 Class A Common Units and (b) 13,648 Class A Common Units issuable upon conversion of Class B Common Units, (ii) 1,339,383 Class A Common Units previously held in trust for the Reporting Person's children and (iii) 187,856 Class A Common Units previously held in trust by the James E. and Margaret A.B. Davison Special Trust. The Reporting Person withdrew the Class A Units held in the trusts referenced in (ii) and (iii) on May 21, 2026 in exchange for contributions to the trusts of cash and property of equal value, as described herein. (2) Calculated using total Class A Common Units outstanding as of May 7, 2026, which includes 122,424,321 Class A Common Units outstanding, and 13,648 Class A Common Units which are issuable upon conversion of 13,648 Class B Common Units owned by the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Units
(b)	Name of Issuer: Genesis Energy, L.P.
(c)	Address of Issuer's Principal Executive Offices: 811 Louisiana Street, Suite 1200, Houston, TEXAS , 77002.
Item 1 Comment: This Amendment No. 6 (this "Amendment No. 6" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on August 3, 2007 and as amended on January 4, 2008, July 18, 2008, October 22, 2008, March 26, 2010, and January 6, 2011 (as amended, the "Statement"). This Amendment relates to common units representing limited partner interests ("Common Units") in Genesis Energy, L.P., a Delaware limited partnership ("Genesis").
Item 2.	Identity and Background
(a)	James E. Davison, Jr.
(b)	2000 Farmerville Highway, Ruston, LA 71270
(c)	The Statement is hereby supplemented to include the following: The Reporting Person has served as a director of Genesis Energy, LLC, the general partner of Genesis, since July 2007. Mr. Davison is also a director of Origin Bancorp, Inc. and serves on its finance, risk and insurance committee.
(d)	The Statement is hereby supplemented to include the following: During the last five years, The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
(e)	The Statement is hereby supplemented to include the following: During the last five five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: On May 21, 2026, for estate planning purposes, the Reporting Person withdrew 1,527,239 Common Units from the trusts referred to on the cover of this Schedule 13D/A (including footnotes thereto), and in exchange for the Common Units the Reporting Person contributed to the trusts cash and property of equal value.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and restated to read as follows: As of July 22, 2015, the Reporting Person owned 5,323,932 Common Units. On July 22, 2015, Genesis sold 10,350,000 Common Units in a public underwritten offering. Following this offering, the number of outstanding Common Units increased from 99,589,221 to 109,939,221 Common Units, and as a result, the Reporting Person ceased to own more than 5% of the outstanding Common Units. Accordingly, the filing of this Amendment No. 6 represents the final amendment to the Statement and constitutes an exit filing for the Reporting Person. Item 3 of this Schedule 13D/A is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover of this Schedule 13D/A (including footnotes thereto) is incorporated herein by reference.
(b)	Item 5(b) is hereby amended and restated to read as follows: The information contained on the cover pages to this Schedule 13D/A and Item 5(a) are incorporated by reference into this Item 5(b).
(c)	Item 5(c) is hereby amended and restated to read as follows: Other than those Phantom Units that vested and were acquired on July 2, 2015 and July 1, respectively (as disclosed in the Form 4 filed by the Reporting Person on July 6, 2015), no transactions in any of the Common Units were effected by the Reporting Person during the sixty days prior to July 22, 2015. Other than those Phantom Units that vested and were acquired on April 1, 2026 (as disclosed in the Form 4 filed by the Reporting Person on April 2, 2026), no transactions were effected by the Reporting Person during the sixty days prior to the date of this Schedule 13D/A.
(d)	Not applicable.
(e)	July 22, 2015
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable (no updates for purposes of this Schedule 13D/A).
Item 7.	Material to be Filed as Exhibits.
	Not applicable (no updates for purposes of this Schedule 13D/A).

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.

James E. Davison, Jr.

Signature:	/s/ James E. Davison, Jr.
Name/Title:	James E. Davison, Jr.
Date:	05/22/2026

FAQ

What does this Schedule 13D/A filing mean for Genesis Energy (GEL)?

This Amendment No. 6 shows that James E. Davison Jr. now holds 5,423,932 Genesis Energy common units, or 4.43% of the class. Because his stake fell below 5% after a past public offering, this amendment serves as his final, exit Schedule 13D filing.

How many Genesis Energy (GEL) units does James E. Davison Jr. currently beneficially own?

He beneficially owns 5,423,932 common units of Genesis Energy. This total includes units directly held, units previously in family-related trusts, and 13,648 units issuable upon conversion of his Class B common units, as detailed in the footnotes of the filing.

What percentage of Genesis Energy (GEL) does Davison’s stake represent?

The filing states that Davison’s 5,423,932 common units represent 4.43% of the outstanding class. This percentage is calculated using 122,424,321 Class A common units outstanding, plus 13,648 additional units issuable from his Class B common units.

Why is this Schedule 13D/A labeled an exit filing for GEL?

It is an exit filing because Davison ceased to own more than 5% of Genesis Energy’s outstanding common units after a prior public offering. Once his beneficial ownership dropped below that threshold, this Amendment No. 6 became his final required Schedule 13D update.

How did Genesis Energy’s (GEL) public offering affect Davison’s ownership percentage?

On July 22, 2015, Genesis sold 10,350,000 common units in an underwritten offering. Outstanding units rose from 99,589,221 to 109,939,221, which diluted Davison’s relative stake and caused his beneficial ownership to fall below the 5% reporting threshold.

What estate-planning transaction involving GEL units is described in this amendment?

On May 21, 2026, Davison withdrew 1,527,239 common units from family-related trusts and, in exchange, contributed cash and property of equal value back to those trusts. This transaction moved the units from the trusts into his direct beneficial ownership for estate-planning purposes.