Form 4: Genesis Energy Director Reports Routine Equity Transactions and New Phantom Unit Grant

Kenneth M. Jastrow II, a Director at Genesis Energy LP, reported the vesting and cash settlement of phantom units alongside the grant of new phantom units with distribution equivalent rights, effective July 1, 2025.

Summary

• Kenneth M. Jastrow II, a Director of Genesis Energy LP (GEL), reported equity transactions on July 1, 2025.
• Jastrow exercised 2,800 phantom units, which were settled in cash based on the average closing price of Class A Common Units for the 20 trading days prior to vesting.
• This settlement involved a deemed acquisition of 2,800 Class A Common Units and a simultaneous disposition of these units back to the issuer at a price of $16.54 per unit.
• Following these transactions, Jastrow's direct beneficial ownership of Class A Common Units is 150,000.
• Additionally, Jastrow was granted 2,649 new phantom units, which are scheduled to vest on July 1, 2026.
• These new phantom units include tandem distribution equivalent rights, ensuring that quarterly distributions paid by the partnership on each Common Unit Class A will be accrued over the vesting period and paid quarterly.
• After these transactions, Jastrow holds 9,430 phantom units from a previous grant and 12,079 phantom units from the newly awarded tranche.

Sentiment

Score: 5

Explanation: The filing reports routine insider equity compensation activities, including the vesting of existing phantom units and the grant of new ones, which is a standard part of executive compensation and does not inherently indicate positive or negative company performance.

Positives

• Grant of 2,649 new phantom units, indicating continued equity-based compensation for the director.
• Inclusion of tandem distribution equivalent rights (DERs) on the new phantom units, ensuring the director receives cash equivalent to quarterly distributions on the underlying common units during the vesting period.

Negatives

• Disposition of 2,800 Class A Common Units (deemed) as part of a cash settlement, rather than direct retention of equity.
• Cash settlement of vested phantom units means the director did not increase their direct equity holding in the company from this vesting event.

Future Outlook

The newly granted 2,649 phantom units are scheduled to vest on July 1, 2026, and 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 that vesting date. These units also include tandem distribution equivalent rights, which will accrue and be paid quarterly.

Industry Context

NA

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: The report indicates routine compensation practices for a director, which is a standard aspect of corporate governance and executive incentives. It does not suggest any direct material impact on shareholder value beyond the ordinary course of business.

Next Steps

• Vesting of 2,649 new phantom units on July 1, 2026.

Key Dates

Keywords

SEC Form 4, insider transaction, beneficial ownership, Genesis Energy LP, GEL, phantom units, common units, director, equity compensation, stock options