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Genesis Energy (NYSE: GEL) director records phantom unit vesting and new awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GENESIS ENERGY LP director James E. Davison reported compensation-related phantom unit activity and related common unit movements. On April 1, 2026, 2,372 phantom units vested and were paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days before vesting. For SEC purposes, this is treated as acquiring 2,372 Common Units - Class A and simultaneously disposing of the same number of units back to the issuer at $17.88 per unit.

Davison also received a new grant of 2,286 phantom units, which will be settled in cash on vesting using a similar 20‑day average price and include tandem distribution equivalent rights that accrue quarterly distributions over the vesting period. After these transactions, he holds 2,717,890 Common Units - Class A directly and 1,010,835 Common Units - Class A indirectly through Terminal Services, Inc., of which he is the sole stockholder.

Positive

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Negative

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Insights

Routine phantom unit vesting and grant, with no open-market trading.

Director James E. Davison recorded vesting of 2,372 phantom units that were paid in cash, structured as an exercise into Common Units - Class A and an immediate disposition of those units back to GENESIS ENERGY LP at $17.88 per unit. This is a non-market, compensation-driven event rather than an open-market sale.

He also received a new award of 2,286 phantom units, which will be paid in cash based on the average closing price for the 20 trading days before vesting and includes distribution equivalent rights that accrue quarterly partnership distributions. Following these entries, he directly owns 2,717,890 Common Units - Class A and indirectly holds 1,010,835 units through Terminal Services, Inc., indicating a substantial continuing stake.

Because there are no open-market purchases or sales and the net buy/sell activity is neutral in the transaction summary, the filing reflects ongoing compensation and ownership structuring rather than a directional view on GEL units.

Insider Davison James E
Role Director
Type Security Shares Price Value
Exercise Phantom Units 2,372 $0.00 --
Grant/Award Phantom Units 2,286 $0.00 --
Exercise Common Units - Class A 2,372 $0.00 --
Disposition Common Units - Class A 2,372 $17.88 $42K
holding Common Units - Class A -- -- --
Holdings After Transaction: Phantom Units — 7,327 shares (Direct); Common Units - Class A — 2,720,262 shares (Direct); Common Units - Class A — 1,010,835 shares (Indirect, Terminal Services, Inc.)
Footnotes (1)
  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. 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. The Reporting Person is the sole stockholder of Terminal Services, Inc. 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. 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.
Phantom units vested 2,372 units Cash-settled on April 1, 2026 using 20-day average price
Disposition price to issuer $17.88 per unit 2,372 Common Units - Class A deemed disposed to issuer
New phantom unit award 2,286 units Award will be paid in cash on future vesting
Direct common units held 2,717,890 units Common Units - Class A directly owned after transactions
Indirect common units held 1,010,835 units Indirectly owned through Terminal Services, Inc.
Phantom Units financial
"The payment of the phantom units in cash is deemed to be a disposition of the phantom units"
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.
Common Units - Class A financial
"underlying Common Units - Class A and a simultaneous disposition of the underlying Common Units - Class A"
distribution equivalent rights financial
"Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions"
Terminal Services, Inc. financial
"The Reporting Person is the sole stockholder of Terminal Services, Inc."
SEC Form 4
FORM 4UNITED 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*
Davison James E

(Last)(First)(Middle)
2000 FARMERVILLE HIGHWAY

(Street)
RUSTON LOUISIANA 71270

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Units - Class A(1)04/01/2026M2,372(1)A(2)2,720,262D
Common Units - Class A(1)04/01/2026D2,372(1)D$17.88(2)2,717,890D
Common Units - Class A1,010,835ITerminal Services, Inc.(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Units(2)04/01/2026M2,37204/01/202604/01/2026Common Units - Class A2,372(2)7,327D
Phantom Units(4)(5)04/01/2026A2,28604/01/202704/01/2027Common Units - Class A2,286(4)(5)9,613D
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 Reporting Person is the sole stockholder of Terminal Services, Inc.
4. 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.
5. 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:
James E. Davison04/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What did GEL director James E. Davison report in this Form 4?

He reported vesting of 2,372 phantom units paid in cash and a new grant of 2,286 phantom units. The vesting was treated as acquiring and then returning 2,372 Common Units - Class A to Genesis Energy LP at $17.88 per unit.

Were there any open-market purchases or sales of GEL units by Davison?

No open-market trades occurred. The Form 4 shows a derivative exercise and a disposition to the issuer related to cash-settled phantom units, not market transactions. Net buy/sell shares are neutral, reflecting compensation mechanics rather than trading in the open market.

How many Genesis Energy (GEL) units does Davison own after these transactions?

After these entries, Davison directly owns 2,717,890 Common Units - Class A and indirectly holds 1,010,835 units through Terminal Services, Inc. These figures show a large ongoing economic interest in Genesis Energy LP following the compensation-related adjustments.

What are the key terms of Davison’s new phantom unit award at GEL?

The new award covers 2,286 phantom units that will be paid in cash on vesting. The cash value is based on the average closing price of Common Units - Class A over the 20 trading days before vesting and includes tandem distribution equivalent rights on quarterly distributions.

How were the vested GEL phantom units valued for Davison’s cash payout?

Upon vesting, the 2,372 phantom units were paid in cash using the average closing price of Genesis Energy’s Common Units - Class A for the 20 trading days immediately before the vesting date, aligning the payout with a short-term market-based price measure.

What is Terminal Services, Inc.’s role in Davison’s GEL holdings?

Terminal Services, Inc. holds 1,010,835 Common Units - Class A indirectly for Davison. He is the sole stockholder of Terminal Services, Inc., so these units are attributed to him as indirect ownership, in addition to his separate direct holdings in Genesis Energy LP.