Form 4: Genesis Energy Director's Equity Transactions Reported

Genesis Energy LP Director James E. Davison reported the cashless settlement of phantom units and a new grant of phantom units, adjusting his direct and indirect holdings.

Summary

• Director James E. Davison reported transactions on October 1, 2025, involving Genesis Energy LP (GEL) Common Units Class A and Phantom Units.
• 2,778 phantom units vested and were settled in cash, based on the average closing price of Common Units Class A for the 20 trading days prior to vesting.
• This settlement resulted in a deemed acquisition and simultaneous disposition of 2,778 Common Units Class A at a price of $16.53 per unit.
• Following these transactions, direct beneficial ownership of Common Units Class A decreased from 2,720,668 to 2,717,890 units.
• A new award of 2,420 phantom units was granted on October 1, 2025, which will vest on October 1, 2026.
• These new phantom units will also be paid in cash based on the average closing price of Common Units Class A for the 20 trading days prior to their vesting date.
• The new phantom unit award includes tandem distribution equivalent rights, meaning quarterly distributions on each Common Unit Class A will be accrued and paid quarterly over the vesting period.
• Direct beneficial ownership of phantom units increased from 8,315 to 10,735 units.
• Indirect beneficial ownership of 1,010,835 Common Units Class A is held through Terminal Services, Inc., where the reporting person is the sole stockholder.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the new grant of phantom units, which includes distribution equivalent rights, indicating continued alignment of the director's interests with the company's performance. The cashless settlement of vested units is a routine compensation event.

Positives

• A new grant of 2,420 phantom units was awarded to Director James E. Davison, indicating continued equity-based compensation and alignment with shareholder interests.
• The new phantom units include tandem distribution equivalent rights, ensuring the director benefits from quarterly distributions during the vesting period.

Negatives

• The cashless settlement of 2,778 phantom units resulted in a disposition of Common Units Class A, reducing direct beneficial ownership by 2,778 units.

Future Outlook

The newly granted 2,420 phantom units are scheduled to vest on October 1, 2026, and will be paid in cash based on the average closing price of Common Units Class A for the 20 trading days prior to that vesting date.

Management Comments

• The payment of 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 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.

Industry Context

This filing represents a routine insider transaction related to executive compensation, common across publicly traded companies. It reflects the vesting of previously granted equity awards and the issuance of new awards, aligning management incentives with long-term company performance.

Related Party Transactions

• The reporting person, James E. Davison, holds 1,010,835 Common Units Class A indirectly through Terminal Services, Inc., of which he is the sole stockholder.

Stakeholder Impact

• Shareholders: The transactions represent routine compensation for a director, aligning their interests with the company's performance through equity awards. The slight decrease in direct common unit ownership is offset by a new phantom unit grant.
• Management: The director continues to receive equity-based compensation, reinforcing long-term incentives.

Next Steps

• The newly granted 2,420 phantom units are expected to vest on October 1, 2026.

Key Dates

Keywords

Genesis Energy LP, GEL, Form 4, Insider Transaction, Director, Equity, Phantom Units, Common Units, Beneficial Ownership, Executive Compensation