Genesis Energy LP (GEL)

Genesis Energy L.P.’s 2025 Schedule K-3 Now AvailableJuly 1, 2026 4:30 PM
Business Wire Genesis Energy, L.P. (NYSE: GEL) today announced that its 2025 Schedule K-3, reflecting items of international tax relevance, is available online. Unitholders requiring this information may access the Schedule K-3 at www.taxpackagesupport.com/Genesis or through the “K-1 Tax Information” link on the Genesis Energy home page at www.genesisenergy.com. A limited number of unitholders, primarily foreign unitholders, unitholders computing a foreign tax credit on their tax return and certain corporate and/or partnership unitholders, may need the detailed information disclosed on Schedule K-3 for their specific reporting requirements. To the extent Schedule K-3 is applicable to your return filing needs, we encourage you to review the information contained on this form and refer to the appropriate federal laws and guidance or consult with your tax advisor. Genesis Energy does not plan to mail copies of the K-3 to investors. To receive an electronic copy of Schedule K-3 via email, or to request a paper copy be mailed, Genesis Energy, L.P. unitholders may call Tax Package Support toll free at 844-649-0506. Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America. View source version on businesswire.com: https://www.businesswire.com/news/home/20260701732008/en/ Genesis Energy, L.P.
Dwayne Morley
VP – Investor Relations
(713) 860-2536 Original: Genesis Energy L.P.’s 2025 Schedule K-3 Now Available

Genesis Energy, L.P. to Participate in Investor ConferencesJune 2, 2026 6:00 AM
Business Wire Genesis Energy, L.P. (NYSE: GEL) announced today that it will host investor meetings at the following conferences: 2026 RBC Capital Markets Global Energy, Power & Infrastructure Conference in New York City on June 2, 2026 BofA Securities 2026 Energy and Power Credit Conference in New York City on June 3, 2026 and June 4, 2026 The Partnership’s latest presentation materials are available and may be downloaded by visiting the Partnership’s website at www.genesisenergy.com under “Presentations” under the Investors tab. Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America. View source version on businesswire.com: https://www.businesswire.com/news/home/20260602617851/en/ Genesis Energy, L.P.
Dwayne Morley
VP – Investor Relations
(713) 860-2536 Original: Genesis Energy, L.P. to Participate in Investor Conferences

Genesis Energy, L.P. Announces Extension of its Revolving Credit Facility and the Opportunistic Repurchase of $110 Million of its Series A Convertible Preferred UnitsMarch 9, 2026 6:00 AM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) announced this morning that on March 4, 2026, it successfully syndicated, upsized and closed on an extension of its existing revolving credit facility with a total of $900 million in commitments from its existing lenders with an initial maturity date of March 4, 2031. The upsized facility includes enhanced covenant flexibility and an expanded permitted investment basket which will provide Genesis with an increased ability to potentially purchase existing private or public securities across the capital structure that management might then perceive to be a high-valued use of capital.


Additionally, Genesis announced that on March 6, 2026, it completed the opportunistic repurchase of approximately $110 million of its Series A convertible preferred units at 102% of par, using cash on hand and availability under its newly expanded revolving credit facility. This opportunistic repurchase, along with the successful refinancing of its 7.75% 2028 unsecured bonds with a new tranche of 6.75% 2034 unsecured bonds, has reduced the run rate cash costs of running Genesis’s businesses by approximately $12 million per annum.


Grant Sims, CEO of Genesis Energy, said, “We continue to make meaningful progress in strengthening our financial position and reducing the cash cost of running our businesses, all while expecting significant increases in realized Adjusted EBITDA from our existing businesses. We believe the bond market recognizes our improving credit profile and accelerating free cash flow outlook, as evidenced by the robust demand for our most recent offering, which priced at a coupon nearly 150 basis points tighter than the weighted average coupon on our nearer-term unsecured maturities.


We very much value the relationships with all our stakeholders and are very appreciative of their continued support of Genesis. The enhanced flexibility and liquidity provided by our expanded credit facility positions us well to continue executing on our capital structure optimization efforts while maintaining the flexibility to pursue opportunities that can create value for all our stakeholders, regardless of where they are in our capital structure.


We believe we can continue to drive meaningful reductions in our annual cash obligations as we redeem the remaining high-cost corporate preferred units and pay down or refinance higher coupon debt at meaningfully lower coupons while further extending our maturity profile. As a result, we are increasingly confident in our ability to continue to deliver on the “all of the above” capital allocation approach we have previously outlined.”


This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward-looking statement.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260309665052/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. Announces Extension of its Revolving Credit Facility and the Opportunistic Repurchase of $110 Million of its Series A Convertible Preferred Units

Genesis Energy, L.P. Announces Early Results and Initial Settlement Date for Tender Offer for Any and All of Its 7.750% Senior Notes Due 2028March 5, 2026 6:00 AM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) today announced that receipt of tenders for an aggregate principal amount of $415,942,000 of our outstanding 7.750% senior notes due 2028 (the “Notes”) that we co-issued with our subsidiary, Genesis Energy Finance Corporation in connection with its previously announced cash tender offer (such transaction, the “Tender Offer”) to purchase any and all of the aggregate principal amount outstanding of the Notes, as of 5:00 p.m., New York City time, on March 3, 2026 (the “Early Tender Deadline”), as well as the expected initial settlement date for the Tender Offer on March 5, 2026 (the “Initial Settlement Date”).


We will continue to accept Notes tendered after the Early Tender Deadline for any and all Notes, $679,360,000 aggregate principal amount of which was outstanding when the Tender Offer was announced. The Tender Offer will expire at 5:00 p.m., New York City time, on March 18, 2026, unless extended or earlier terminated (such time and date as the same may be extended, the “Expiration Time”). The withdrawal deadline for validly tendered Notes was 5:00 p.m., New York City time, on March 3, 2026. Holders of Notes who validly tender their Notes following the Early Tender Deadline and at or prior to the Expiration Time will receive the applicable “Tender Offer Consideration” per $1,000 principal amount of any such tendered Notes that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Payment. The settlement date for Notes that are tendered following the Early Tender Deadline but at or prior to the Expiration Time is expected to be March 20, 2026 (the “Final Settlement Date”). Holders of Notes accepted for purchase on the Final Settlement Date will also receive accrued interest from the most recent interest payment date for the Notes up to, but not including, the Final Settlement Date.


The Tender Offer is being made pursuant to the terms and conditions of an offer to purchase, dated as of February 18, 2026 (as amended by our February 18, 2026 press release, and as may be further amended or supplemented from time to time, the “Offer to Purchase”). Capitalized terms not defined in this announcement have the meanings given to them in the Offer to Purchase.


In connection with the Tender Offer, we have retained BofA Securities, Inc. as the Dealer Manager. Questions regarding the Tender Offer should be directed to BofA Securities, Inc. by calling collect at 980-388-3378 or toll free at 888-292-0700. Requests for copies of the Offer to Purchase and related documents should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the Tender Offer, at (800) 817-5468 (toll free).


This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved, including statements related to the Tender Offer. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are publicly available on our website at https://www.genesisenergy.com/. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward- looking statement.


About Genesis Energy, L.P.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260305306370/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. Announces Early Results and Initial Settlement Date for Tender Offer for Any and All of Its 7.750% Senior Notes Due 2028

2025 K-1 Tax Packages for Genesis Energy, L.P.March 2, 2026 6:00 AM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) today announced that the 2025 tax packages, including Schedule K-1s, are now available online.


The 2025 tax package may be accessed through the K-1 Tax Package Support website at www.taxpackagesupport.com/Genesis or through the K-1 Tax Information link on our website at www.genesisenergy.com. The partnership expects to complete mailing of the 2025 Genesis Energy, L.P. tax packages by Tuesday, March 10th, 2026. For additional information, unitholders may call Tax Package Support toll free at 844-649-0506 weekdays between 8:00 a.m. and 5:00 p.m. CT.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation, sulfur services and onshore facilities and transportation. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260226041934/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: 2025 K-1 Tax Packages for Genesis Energy, L.P.

Genesis Energy, L.P. to Participate in J.P. Morgan’s 2026 Global Leveraged Finance ConferenceMarch 2, 2026 6:00 AM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) announced today that it will host investor meetings at J.P. Morgan’s 2026 Global Leveraged Finance Conference in Miami, Florida on March 2-4, 2026.


The Partnership’s latest investor presentation can be accessed under the Investors tab on the Genesis website at www.genesisenergy.com under “Events & Presentations” under the Investors Tab.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260302566722/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. to Participate in J.P. Morgan’s 2026 Global Leveraged Finance Conference

Genesis Energy, L.P. Announces Increase to Previously Announced Tender Offer for its 7.750% Senior Notes due 2028February 18, 2026 8:49 PM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) announced today, in connection with our previously announced cash tender offer (the “Tender Offer”) for our 7.750% Senior Notes due 2028 ( “Notes”), that we have increased the maximum aggregate principal amount of Notes that we will accept for purchase in the Tender Offer from $490 million to any and all of the Notes on the terms and conditions of the offer to purchase, dated as of February 18, 2026; and, as a result, there is no longer a limit on the maximum amount of Notes that we will purchase in the Tender Offer, acceptances of tendered Notes shall no longer be subject to proration, and we will accept any additional Notes tendered by holders after the Early Tender Deadline (as defined below) (as amended by the terms set forth herein, the “Offer to Purchase”).


Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 3, 2026, unless extended (such time and date as the same may be extended the “Early Tender Deadline”), will be eligible to receive a purchase price of $1,001.25 per $1,000 principal amount of Notes tendered, including an early tender payment of $30.00 per $1,000 principal amount of the Notes tendered. Notes validly tendered and not validly withdrawn after the Early Tender Deadline but at or prior to 5:00 p.m., New York City time, on March 18, 2026, unless extended or earlier terminated (such time and date as the same may be extended the “Expiration Time”), will be eligible to receive a purchase price of $971.25 per $1,000 principal amount of Notes tendered. Tendering holders will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date. Settlement for the Notes validly tendered and not validly withdrawn by the Early Tender Deadline is expected to occur on March 5, 2026 and settlement for the Notes validly tendered and not validly withdrawn after the Early Tender Deadline but at or prior to the Expiration Time is expected to occur on March 20, 2026, in each case assuming the Early Tender Deadline and Expiration Time, respectively, are not extended by us and that the Tender Offer is not terminated by us.


The Tender Offer is contingent upon, among other things, the receipt by us after the date hereof of net proceeds from one or more offerings of senior notes by us (the “Financing”) which will provide us with an amount of funds that is sufficient in our reasonable discretion to fund the purchase of all the Notes that would be accepted for payment in the Tender Offer, assuming the Tender Offer were fully subscribed. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. We may amend, extend or terminate the Tender Offer in our sole discretion, subject to applicable law. We expressly reserve the right, in our sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Time. We will not be required to purchase any of the Notes tendered unless certain conditions have been satisfied.


We currently intend to call for redemption any and all of the Notes that remain outstanding following the consummation or termination of the Tender Offer in accordance with the terms and conditions of the indenture governing the Notes. Notwithstanding the foregoing, we have the right, but not the obligation, to purchase or redeem any of the Notes that remain outstanding after the Tender Offer; and, in the case of redemption, the selection of any particular redemption date is in our discretion. We cannot assure you that we will redeem the Notes. This press release does not constitute a notice of redemption under the indenture governing the Notes. Any redemption of the Notes would be made only by and pursuant to the terms of the applicable notice of redemption and the indenture governing the Notes.


Subject to certain exceptions, tendered Notes can only be withdrawn before 5:00 p.m., New York City time, on the Early Tender Deadline, unless extended (such time and date as the same may be extended the “Withdrawal Deadline”). Following the Withdrawal Deadline, holders who have tendered their Notes may not withdraw such Notes unless we are required to extend withdrawal rights under applicable law.


In connection with the Tender Offer, we have retained BofA Securities, Inc. as the Dealer Manager. Questions regarding the Tender Offer should be directed to BofA Securities, Inc. by calling collect at 980-388-3378 or toll free at 888-292-0700. Requests for copies of the Offer to Purchase and related documents should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the Tender Offer, at (800) 817-5468 (toll free).


This announcement supersedes our prior announcement dated February 18, 2026 pertaining to the Tender Offer.


This press release is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes or any other securities. Any offer to purchase the Notes will be made by means of an Offer to Purchase. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful. In addition, nothing contained herein constitutes a notice of redemption of the Notes. No recommendation is made as to whether holders of the Notes should tender their Notes.


This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved, including statements related to the Tender Offer. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are publicly available on our website at https://www.genesisenergy.com/. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward- looking statement.


About Genesis Energy, L.P.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218032317/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. Announces Increase to Previously Announced Tender Offer for its 7.750% Senior Notes due 2028

Genesis Energy, L.P. Upsizes and Prices Public Offering of Senior NotesFebruary 18, 2026 8:53 PM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) today announced that it has priced a public offering of $750,000,000 in aggregate principal amount of 6.75% senior notes due 2034 (the “notes”). The offering of the notes was upsized from the previously announced $500,000,000 in aggregate principal amount of the notes. The price to investors will be 100% of the principal amount of the notes. The notes will be co-issued with our subsidiary, Genesis Energy Finance Corporation, and initially will be guaranteed by all of our subsidiaries, other than our unrestricted subsidiaries. We intend to use the net proceeds from this offering (i) to purchase or redeem any and all of the outstanding aggregate principal amount of our 7.75% senior notes due 2028 and (ii) for general partnership purposes, including repaying a portion of the revolving borrowings outstanding under our senior secured credit facility. The offering of the notes is expected to settle on March 4, 2026, subject to customary closing conditions.


BofA Securities and Citigroup are acting as joint global coordinators for the offering. Capital One Securities, SMBC Nikko, Wells Fargo Securities, Huntington Capital Markets, Regions Securities LLC, BNP Paribas Securities Corp, Citizens Capital Markets, Fifth Third Securities, PNC Capital Markets LLC, RBC Capital Markets, Scotiabank and Truist Securities are acting as joint book-running managers for the offering, and First Citizens Capital Securities is acting as manager. A copy of the final prospectus supplement and accompanying base prospectus relating to this offering, when available, may be obtained from:


BofA Securities

NC1-004-03-43

200 North College Street, 3rd floor

Charlotte, NC 28255-0001

Attn: Prospectus Department

E-mail: dg.prospectus_requests@bofa.com


You may also obtain these documents for free, when they are available, by visiting the SEC’s website at www.sec.gov.


This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offer of the notes is being made only through the prospectus supplement and accompanying base prospectus, each of which is part of our effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission.


This press release does not constitute a notice of redemption under the indenture governing the 7.75% senior notes due 2028.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.


This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved, including statements regarding our ability to successfully close the offering and to use the net proceeds as indicated above. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward-looking statement.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218746767/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. Upsizes and Prices Public Offering of Senior Notes

Genesis Energy, L.P. Announces Public Offering of Senior NotesFebruary 18, 2026 8:11 AM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) today announced the commencement, subject to market and other conditions, of a registered, underwritten public offering of $500,000,000 in aggregate principal amount of senior notes due 2034 (the “notes”). The notes will be co-issued with our subsidiary, Genesis Energy Finance Corporation, and initially will be guaranteed by all of our subsidiaries, other than our unrestricted subsidiaries. We intend to use the net proceeds from this offering (i) to purchase or redeem up to $490 million aggregate principal amount of our outstanding 7.75% senior notes due 2028 (or such lesser aggregate principal amount of such notes that could be acquired with the net cash proceeds of this offering) and (ii) for general partnership purposes, including repaying a portion of the revolving borrowings outstanding under our senior secured credit facility.


BofA Securities is leading the offering along with several joint book-running managers and co-managers. A copy of the preliminary prospectus supplement and accompanying base prospectus relating to this offering, when available, may be obtained from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com.


You may also obtain these documents for free, when they are available, by visiting the SEC’s website at www.sec.gov.


This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offer of the notes is being made only through the prospectus supplement and accompanying base prospectus, each of which is part of our effective shelf registration statement on Form S-3, previously filed with the Securities and Exchange Commission.


This press release does not constitute a notice of redemption under the indenture governing the 7.75% senior notes due 2028.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.


This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved, including statements regarding our ability to successfully close the offering and to use the net proceeds as indicated above. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward-looking statement.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218971988/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. Announces Public Offering of Senior Notes

Genesis Energy, L.P. Announces Tender Offer for Up to $490 million Aggregate Principal Amount of Its 7.750% Senior Notes Due 2028February 18, 2026 8:13 AM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) today announced the commencement of a cash tender offer to purchase up to $490 million (the “Tender Cap”) of the outstanding aggregate principal amount of the 7.750% senior notes due 2028 (the “Notes”) that we co-issued with our subsidiary, Genesis Energy Finance Corporation (such transaction, the “Tender Offer”). As of February 18, 2026, $679,360,000 aggregate principal amount of the Notes were outstanding. The Tender Offer is being made pursuant to the terms and conditions of an offer to purchase, dated as of February 18, 2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”).


Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 3, 2026, unless extended (such time and date as the same may be extended the “Early Tender Deadline”), will be eligible to receive a purchase price of $1,001.25 per $1,000 principal amount of Notes tendered, including an early tender payment of $30.00 per $1,000 principal amount of the Notes tendered. Notes validly tendered and not validly withdrawn after the Early Tender Deadline but at or prior to 5:00 p.m., New York City time, on March 18, 2026, unless extended or earlier terminated (such time and date as the same may be extended the “Expiration Time”), will be eligible to receive a purchase price of $971.25 per $1,000 principal amount of Notes tendered. Tendering holders will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date. Settlement for the Notes validly tendered and not validly withdrawn by the Early Tender Deadline is expected to occur on March 5, 2026 and settlement for the Notes validly tendered and not validly withdrawn after the Early Tender Deadline but at or prior to the Expiration Time is expected to occur on March 20, 2026, in each case assuming the Early Tender Deadline and Expiration Time, respectively, are not extended by us and that the Tender Offer is not terminated by us.


The Tender Offer is contingent upon, among other things, the receipt by us after the date hereof of net proceeds from one or more offerings of senior notes by us (the “Financing”) which will provide us with an amount of funds that is sufficient in our reasonable discretion to fund the purchase of all the Notes that would be accepted for payment in the Tender Offer, assuming the Tender Offer was fully subscribed. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. We may amend, extend or terminate the Tender Offer in our sole discretion, subject to applicable law. We expressly reserve the right, in our sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Time. We will not be required to purchase any of the Notes tendered unless certain conditions have been satisfied.


We currently intend to call for redemption any of the Notes that remain outstanding following the consummation or termination of the Tender Offer in accordance with the terms and conditions of the indenture governing the Notes. Notwithstanding the foregoing, we have the right, but not the obligation, to purchase or redeem any of the Notes that remain outstanding after the Tender Offer; and, in the case of redemption, the selection of any particular redemption date is in our discretion. Assuming none of the currently outstanding Notes are repurchased by us pursuant to the Tender Offer, the aggregate redemption price for all of the Notes called for redemption would be approximately $679.4 million, plus accrued and unpaid interest.


The Tender Offer is not conditioned on the closing of the redemption, and we cannot assure you that we will redeem the Notes. This press release does not constitute a notice of redemption under the indenture governing the Notes. Any redemption of the Notes would be made only by and pursuant to the terms of the applicable notice of redemption and the indenture governing the Notes.


Subject to certain exceptions, tendered Notes can only be withdrawn before 5:00 p.m., New York City time, on the Early Tender Deadline, unless extended (such time and date as the same may be extended the “Withdrawal Deadline”). Following the Withdrawal Deadline, holders who have tendered their Notes may not withdraw such Notes unless we are required to extend withdrawal rights under applicable law.


In connection with the Tender Offer, we have retained BofA Securities, Inc. as the Dealer Manager. Questions regarding the Tender Offer should be directed to BofA Securities, Inc. by calling collect at 980-388-3378 or toll free at 888-292-0070. Requests for copies of the Offer to Purchase and related documents should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the Tender Offer, at (800) 817-5468 (toll free).


This press release is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes or any other securities. Any offer to purchase the Notes will be made by means of an Offer to Purchase. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful. In addition, nothing contained herein constitutes a notice of redemption of the Notes. No recommendation is made as to whether holders of the Notes should tender their Notes.


This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved, including statements related to the Tender Offer. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are publicly available on our website at https://www.genesisenergy.com/. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward- looking statement.


About Genesis Energy, L.P.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218551469/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. Announces Tender Offer for Up to $490 million Aggregate Principal Amount of Its 7.750% Senior Notes Due 2028

Genesis Energy, L.P. Files Form 10-KFebruary 18, 2026 7:20 AM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) today announced that it has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 with the Securities and Exchange Commission. A copy of this Form 10-K may be found on the Partnership’s website at https://www.genesisenergy.com/investors/sec-filings. A hard copy of the Form 10-K may be requested free of charge by emailing InvestorRelations@genlp.com.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation, and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218409572/en/
Genesis Energy, L.P.

Dwayne Morley

VP – Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. Files Form 10-K

Genesis Energy Misses Q4 EPS Estimates Despite Strong Offshore PerformanceFebruary 12, 2026 8:37 AM
IH Market News
Genesis Energy LP (NYSE:GEL) reported fourth-quarter 2025 earnings that came in below Wall Street expectations, though revenue rose year over year and offshore operations delivered solid momentum.Adjusted earnings per unit were $0.04, well under the $0.28 consensus forecast. Revenue totaled $440.75 million, up from $398.92 million in the same quarter of 2024.Shares edged 0.2% higher in after-hours trading following the release.Net income attributable to the partnership reached $19.9 million for the quarter, compared with a net loss of $49.4 million a year earlier. Total Segment Margin increased to $174.0 million from $122.0 million in the prior-year period, largely reflecting stronger results in the offshore pipeline transportation segment.Offshore pipeline transportation posted a 57% sequential rise in Segment Margin versus the first quarter of 2025, supported by the resolution of producer mechanical issues and robust throughput from the Shenandoah and Salamanca developments.“Our fourth quarter results were slightly ahead of our internal expectations,” said CEO Grant Sims. “Offshore pipeline volumes came in strong, supported by steady volumes from our legacy fields and a full quarter of Shenandoah throughput well above the minimum volume commitment.”Genesis raised its quarterly distribution to common unitholders to $0.18 per unit, a 9.1% increase from the same quarter last year. The partnership also reduced borrowings under its senior secured revolving credit facility to roughly $6.4 million at year-end.Looking to 2026, management expects Adjusted EBITDA to grow sequentially by 15% to 20% compared with normalized 2025 levels, driven primarily by continued project development in the Gulf of America.Genesis Energy stock price

Original: Genesis Energy Misses Q4 EPS Estimates Despite Strong Offshore Performance

Genesis Energy, L.P. Reports Fourth Quarter 2025 ResultsFebruary 12, 2026 6:00 AM
Business Wire
Genesis Energy, L.P. (NYSE: GEL) today announced its fourth quarter results.


We generated the following financial results for the fourth quarter of 2025:



Net Income Attributable to Genesis Energy, L.P. of $19.9 million for the fourth quarter of 2025 compared to Net Loss Attributable to Genesis Energy, L.P. of $49.4 million for the same period in 2024.



Cash Flows from Operating Activities of $110.8 million for the fourth quarter of 2025 compared to $74.0 million for the same period in 2024.



We declared cash distributions on our preferred units of $0.9473 for each preferred unit, which equates to a cash distribution of approximately $14.9 million and is reflected as a reduction to Available Cash before Reserves to common unitholders.



Available Cash before Reserves to common unitholders of $61.1 million for the fourth quarter of 2025, which provided 2.77X coverage for the quarterly distribution of $0.18 per common unit attributable to the fourth quarter.



Total Segment Margin of $174.0 million for the fourth quarter of 2025.



Adjusted EBITDA of $157.8 million for the fourth quarter of 2025.



Adjusted Consolidated EBITDA of $588.1 million for the trailing twelve months ended December 31, 2025 and a bank leverage ratio of 5.12X, both calculated in accordance with our senior secured credit agreement and discussed further in this release.



Grant Sims, CEO of Genesis Energy, said, “Our fourth quarter results were slightly ahead of our internal expectations. Offshore pipeline volumes came in strong, supported by steady volumes from our legacy fields and a full quarter of Shenandoah throughput well above the minimum volume commitment. Volumes from Salamanca continued to ramp toward target production levels, and we remain encouraged by both reservoir performance and the remaining development plans at both new production hubs. Our marine transportation segment returned to a more normalized operating performance, as our refinery customers increased their runs of heavier crude oil, which in turn increased the volume of intermediate black oil available for transport during the quarter. Additionally, some of the transitory market conditions and excess supply in our blue water markets appear to be behind us, which should allow utilization rates, and ultimately day rates, across all our classes of marine assets to stabilize and hopefully increase as we look ahead.


In retrospect, 2025 was a transformational year for Genesis Energy. In late February, we successfully completed the sale of our Alkali business for net proceeds of approximately $1.0 billion after our associated transaction costs and expenses, which allowed us to substantially strengthen our balance sheet and reposition Genesis as a focused, pure-play midstream company. We also completed the construction of, and commissioned, our new 100% owned SYNC lateral and the expansion of our 64% owned CHOPS pipeline in advance of first production from the new Shenandoah and Salamanca developments.


Our operating performance and completion of our capital growth projects enabled us to reduce outstanding borrowings under our senior secured revolving credit facility over the quarter to approximately $6.4 million at year-end, effectively resulting in zero net borrowings outstanding under our senior secured credit facility after giving effect to cash and cash equivalents on hand. Consistent with our approach to capital allocation, along with debt repayment in absolute terms, we announced an increase in our quarterly distribution to common unitholders for the fourth quarter to $0.18 per common unit, representing an approximate 9.1% increase over the prior year’s quarter. In addition, we opportunistically repurchased $25 million of our corporate preferred units just last week at par. These steps confirm our commitment to a measured and deliberate approach to capital allocation which prioritizes reducing debt in absolute terms, redeeming our high-cost corporate preferred securities and returning capital to our common unit holders via distribution growth.


Before getting to 2026, I wanted to briefly touch on our 2025 results. For the full year, we generated Adjusted EBITDA of approximately $544 million, effectively in-line with the low end of our previous guidance range of $545 to $575 million, despite the lingering producer mechanical issues through the first three quarters of the year, the delays with first production at both Shenandoah and Salamanca, and some transitory weakness in our marine transportation segment in the third quarter. That being said, if we normalized 2025 by excluding the two months of contribution from our former Alkali business in the first quarter, and if you assume 10 days of weather related downtime for hurricane season in the third quarter, which fortunately did not occur last year, our ongoing businesses would have generated what we would characterize as normalized Adjusted EBITDA closer to $500 to $510 million for the full year. In our view, this range should be used as the starting point for building up to 2026 expectations.


Assuming our other businesses perform as expected, the Genesis story at this point is fundamentally a deepwater Gulf of America growth story. Based on discussions with our offshore producer customers, we would reasonably expect sequential growth in Adjusted EBITDA of plus or minus 15% to 20% in 2026 over our normalized 2025 Adjusted EBITDA(1). In fact, if our offshore producers execute according to the development schedules they have communicated to us, there are scenarios where this expected growth could exceed that range. As everyone appreciates, we do not control our customers’ operations nor the precise timing of them drilling, completing, and bringing new high-impact wells on-line.


We would obviously hope to exceed 20% growth in 2026. However, to the extent our results ultimately fall below this range, we would view that as primarily a timing issue, with ultimate cash flows just sliding to the right, so to speak, rather than any fundamental degradation in the long-term cash flows expected from the fields contracted to access our offshore infrastructure. Importantly, we have been told there have been zero changes to our producer customers’ 2026 and 2027 development plans as a result of the near-term price of oil.


It is also important to keep in mind that the normalized annual cash cost of operating our business is approximately $475 million. While this figure will likely be modestly higher in 2026 due to a heavy schedule of regulatory dry-dockings in our marine transportation segment, we still expect to generate free cash flow and have the flexibility to continue reducing debt in absolute terms and to opportunistically redeem additional amounts of our high-cost corporate preferred securities as we move through 2026. In addition, we currently have no significant planned growth capital expenditures in 2026. These actions should further lower our recurring cash costs and increase our financial flexibility over time, including the ability to consider additional capital returns to our common unitholders in future periods. Even if certain offshore activity slips to the right, 2027 should be meaningfully stronger than 2026 based on our producer customers’ current development plans. As a result, the opportunities available to us in 2026 become even more compelling in 2027 and beyond.


As we look at the remainder of the year, capital allocation remains a core focus for management and the Board. Our approach continues to balance three clear priorities: strengthening the balance sheet, opportunistically addressing our high-cost corporate preferred securities, and thoughtfully and prudently growing distributions to common unitholders over time. Importantly, we will pursue these objectives while maintaining the flexibility to evaluate future organic and inorganic opportunities as they may arise. With no significant growth capital requirements and our capital spending largely limited to maintenance, we intend to remain disciplined in our capital allocation, ensuring that near-term actions do not compromise our financial flexibility or ability to deliver long-term value for everyone in our capital structure.


With that, I will briefly discuss our individual business segments in more detail.


Our offshore pipeline transportation segment delivered its third consecutive quarter of sequential growth with Segment Margin increasing by approximately 57% over the first quarter of 2025. This growth was driven by the resolution of most of the mechanical issues our producer customers had experienced, strong volumes from Shenandoah, and the continued ramp-up in volumes from Salamanca.


As we look over the next 12 to 15 months, we expect significant drilling activity around the production facilities that are exclusively attached to our infrastructure. The current schedule includes an additional well at Salamanca to be completed in the second quarter, with the potential for a fifth well to be drilled and completed as early as the fourth quarter. These two additional wells would be expected to result in total production of 50 to 60kbd from the Salamanca production facility. We also expect to see the Monument development, a two well sub-sea tieback to the Shenandoah production facility, to be completed and flowing through our facilities by late this year or early 2027. After the two Monument wells are brought on-line, a fifth well at Shenandoah is scheduled to be drilled. In addition to these five development wells, we are aware of at least eight additional development or sub-sea tie-back wells planned at legacy production facilities served exclusively by us over this same 12 to 15 month timeframe.


As evidenced by this broader activity, producers in the Gulf of America continue to prioritize long-cycle, high-return deepwater developments, and we remain engaged in ongoing commercial discussions related to future tie-back and development opportunities that could economically access our offshore infrastructure in the coming years to the extent they are ultimately sanctioned by the respective producers. Given the competitive economics of these projects and the long-term nature of producer planning cycles, we would not expect near-term commodity price volatility to significantly impact offshore development activity in the Gulf of America.


During the quarter, our marine transportation segment returned to a more normalized level of operating performance, consistent with our expectations. Market conditions across both our brown-water and blue-water fleets stabilized in the fourth quarter as refinery runs of heavy crudes increased and broader equipment utilization improved. Looking ahead, we remain optimistic that our marine transportation segment could benefit over time from incremental crude imports into the Gulf Coast, including potential additional volumes from Venezuela. At a minimum, we would expect heavy/sour differentials to continue to widen and provide refiners the incentive to process heavier crudes. This should result in an increase in the quantity of intermediate refined products that need to be kept heated and moved from one refinery location to another. As a result, we believe demand for our inland barges, which are exclusively internal heater barges, should significantly increase, providing a constructive backdrop for increasing rates as we move through the year.


This year is expected to be a high-maintenance year for our blue-water fleet, with four of our nine offshore vessels scheduled to undergo regulatory dry-dockings in the first half of the year. While these days “off the water” will temporarily mute the benefit of any potential near-term improvement in day rates, we believe these vessels will be re-contracted into an improving market back-drop when they exit the shipyard. This heavy dry-docking schedule will result in higher maintenance capital expenditures this year relative to last.


On balance, we believe our marine transportation segment remains well positioned over the medium-to-long-term to benefit from continued structural momentum in the Jones Act market, supported by steady utilization, the continued retirement of older equipment, and limited to no new construction of comparable Jones Act vessels. Furthermore, the American Phoenix remains under contract through early 2027, and based on current market conditions for similar assets, we would expect her to re-contract at a higher day rate than what she’s currently experiencing.


Our onshore transportation and services segment delivered results in line with our expectations. During the quarter, throughput volumes increased across both our Texas and Raceland onshore terminals and pipeline systems as new offshore volumes continued to ramp. Looking ahead, we remain focused on providing our offshore producers, as well as other upstream and downstream customers, with reliable access to the refineries and end markets we serve directly and indirectly through our onshore infrastructure, ultimately helping provide them with flow assurance, enhanced market optionality, and other refinery-centric logistics along the Gulf Coast. Our legacy sulfur services business also performed largely in line with our expectations. Looking forward, this business could potentially benefit in future periods as Venezuelan crude finds its way to the Gulf Coast and if certain of our refinery hosts raise their runs of heavy sour crudes, resulting in more sulfur that can be processed through our existing facilities.


In closing, the management team and board of directors remain steadfast in our commitment to building long-term value for everyone in the capital structure, and we believe the decisions we are making reflect this commitment and our confidence in Genesis moving forward. I would once again like to thank our entire workforce for their continued dedication to safe, reliable, and responsible operations. I’m proud to have the opportunity to work alongside each and every one of you.”




(1) Adjusted EBITDA is a non-GAAP financial measure. We are unable to provide a reconciliation of the forward-looking Adjusted EBITDA projections contained in this press release to its most directly comparable GAAP financial measure because the information necessary for quantitative reconciliations of Adjusted EBITDA to its most directly comparable GAAP financial measure is not available to us without unreasonable efforts. The probable significance of providing this forward-looking Adjusted EBITDA measure without a directly comparable GAAP financial measure is that such non-GAAP financial measure may be materially different from the corresponding GAAP financial measure.







Financial Results


Segment Margin


Segment Margin


In the first quarter of 2025, we reorganized our operating segments as a result of the way our chief operating decision maker (our Chief Executive Officer) evaluates the performance of operations, develops strategy and allocates resources, including capital. Our sulfur services business, formerly reported under our soda and sulfur services reporting segment with our trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business based in Wyoming (the “Alkali Business”), is now reported under our onshore transportation and services reporting segment along with our previously reported onshore facilities and transportation segment. As a result of this change, we now manage our businesses through the following three divisions that constitute our reportable segments:



Offshore pipeline transportation, which includes the transportation and processing of crude oil and natural gas in the Gulf of America;



Marine transportation, which provides waterborne transportation of petroleum products (primarily fuel oil, asphalt and other heavy refined products) and crude oil throughout North America; and



Onshore transportation and services, which includes terminaling, blending, storing, and marketing crude oil, and transporting crude oil and refined products, as well as the processing of high sulfur (or “sour”) gas streams for refineries to remove the sulfur, and selling the related by-product, sodium hydrosulfide (or “NaHS,” commonly pronounced “nash”).



Variances between the fourth quarter of 2025 (the “2025 Quarter”) and the fourth quarter of 2024 (the “2024 Quarter”) in these reportable segments are explained below.


Segment Margin results for the 2025 Quarter and 2024 Quarter were as follows:




 






Three Months Ended

December 31,








 






 






2025






 






 






2024








 






(in thousands)








Offshore pipeline transportation






$






120,209






 






$






76,700








Marine transportation






 






30,282






 






 






31,029








Onshore transportation and services






 






23,522






 






 






14,251








Total Segment Margin






$






174,013






 






$






121,980







Offshore pipeline transportation Segment Margin for the 2025 Quarter increased $43.5 million, or 57%, from the 2024 Quarter primarily due to: (i) an increase in volumes on our 100% owned SYNC Pipeline and 64% owned CHOPS Pipeline associated with the deepwater Shenandoah floating production system (“FPS”); (ii) an increase to minimum volume commitments on our 64% owned CHOPS Pipeline during the 2025 Quarter, including those related to the Warrior and Winterfell projects; and (iii) an increase in volumes in the 2025 Quarter as a result of production from the Salamanca FPS during the 2025 Quarter. Production volumes from the Shenandoah FPS are life-of-lease dedicated to our 100% owned SYNC Pipeline and further downstream to our 64% owned CHOPS Pipeline. The Shenandoah FPS achieved first oil production in late July 2025, and we have seen a ramp-up in volumes to over 90,000 barrels of oil per day during the 2025 Quarter. Additionally, production from the Salamanca FPS, which ties into our existing 100% owned SEKCO Pipeline for further transportation downstream on our 64% owned Poseidon Pipeline, came on-line at the end of September and ramped up to over 30,000 barrels of oil per day as we exited the 2025 Quarter.


Marine transportation Segment Margin for the 2025 Quarter decreased $0.7 million, or 2%, from the 2024 Quarter. The inland business was impacted by a decline in Midwest refinery demand for black oil equipment as a result of changing crude slates to lighter oil which began in the third quarter of 2025 and continued to impact the 2025 Quarter when compared to the 2024 Quarter. We did begin to see our inland day rates strengthen sequentially from the third quarter of 2025 as the Gulf Coast refineries began to return to processing heavier crude slates, including an increase of imports from Venezuela. The decrease in Segment Margin for the 2025 Quarter from our inland marine business was partially offset by an increase in Segment Margin from our offshore marine business primarily as a result of fewer dry-docking days in the 2025 Quarter as compared to the 2024 Quarter.


Onshore transportation and services Segment Margin for the 2025 Quarter increased $9.3 million, or 65%, from the 2024 Quarter primarily due to: (i) an increase in activity associated with our Baton Rouge assets, including an increase in pipeline, terminal, and rail unload volumes in the 2025 Quarter; and (iii) an increase in volumes on our Texas pipeline system, which is a key destination point for various grades of crude oil produced in the Gulf of America including those transported on our 64% owned CHOPS Pipeline. Additionally, we had a higher contribution from our sulfur services business as a result of an improvement to our NaHS sales mix and operational efficiencies in the 2025 Quarter.


Other Components of Net Income (Loss)


We reported Net Income from Continuing Operations of $34.3 million in the 2025 Quarter compared to Net Loss from Continuing Operations of $53.6 million in the 2024 Quarter.


Net Income from Continuing Operations in the 2025 Quarter was impacted by an increase in operating income from our operating segments, primarily from our offshore pipeline transportation and onshore transportation and services operating segments, as discussed above. In addition, an impairment expense of $43.0 million was reported during the 2024 Quarter, whereas no impairment expense was reported in the 2025 Quarter. This increase in operating income was partially offset by an increase in depreciation and amortization of $12.4 million during the 2025 Quarter.


We reported Net Income from Discontinued Operations, net of tax of $12.3 million during the 2024 Quarter associated with the Alkali Business that was sold on February 28, 2025.


Earnings Conference Call


We will broadcast our Earnings Conference Call on Thursday, February 12, 2026, at 9:00 a.m. Central time (10:00 a.m. Eastern time). This call can be accessed at www.genesisenergy.com. Choose the Investor Relations button. For those unable to attend the live broadcast, a replay will be available beginning approximately one hour after the event and remain available on our website for 30 days. There is no charge to access the event.


Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf of America and in the Gulf Coast region of the United States.




GENESIS ENERGY, L.P.




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED











(in thousands, except unit amounts)











 






Three Months Ended

December 31,






 






Year Ended

December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








REVENUES






$






440,755






 






 






$






398,917






 






 






$






1,630,415






 






 






$






1,660,834






 








 






 






 






 






 






 






 






 








COSTS AND EXPENSES:






 






 






 






 






 






 






 








Costs of sales and operating costs






 






272,251






 






 






 






281,280






 






 






 






1,053,814






 






 






 






1,182,860






 








General and administrative






 






15,665






 






 






 






10,536






 






 






 






86,339






 






 






 






58,329






 








Depreciation and amortization






 






62,928






 






 






 






50,553






 






 






 






232,072






 






 






 






206,686






 








Impairment expense






 






—






 






 






 






43,003






 






 






 






—






 






 






 






43,003






 








OPERATING INCOME






 






89,911






 






 






 






13,545






 






 






 






258,190






 






 






 






169,956






 








Equity in earnings of equity investees






 






11,962






 






 






 






18,003






 






 






 






47,629






 






 






 






58,291






 








Interest expense, net






 






(67,530






)






 






 






(69,340






)






 






 






(264,729






)






 






 






(261,875






)








Other expense






 






—






 






 






 






(13,938






)






 






 






(9,779






)






 






 






(15,367






)








Income (loss) from continuing operations before income taxes






 






34,343






 






 






 






(51,730






)






 






 






31,311






 






 






 






(48,995






)








Income tax expense






 






(64






)






 






 






(1,851






)






 






 






(806






)






 






 






(1,770






)








NET INCOME (LOSS) FROM CONTINUING OPERATIONS






 






34,279






 






 






 






(53,581






)






 






 






30,505






 






 






 






(50,765






)








Income from discontinued operations, net of tax






 






—






 






 






 






12,292






 






 






 






8,448






 






 






 






17,758






 








Loss from disposal of discontinued operations






 






—






 






 






 






—






 






 






 






(432,193






)






 






 






—






 








NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX






 






—






 






 






 






12,292






 






 






 






(423,745






)






 






 






17,758






 








NET INCOME (LOSS)






 






34,279






 






 






 






(41,289






)






 






 






(393,240






)






 






 






(33,007






)








Net income attributable to noncontrolling interests






 






(14,408






)






 






 






(8,090






)






 






 






(47,163






)






 






 






(30,940






)








NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.






$






19,871






 






 






$






(49,379






)






 






$






(440,403






)






 






$






(63,947






)








Less: Accumulated distributions and returns attributable to Class A Convertible Preferred Units






 






(14,868






)






 






 






(21,894






)






 






 






(73,006






)






 






 






(87,576






)








NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS






$






5,003






 






 






$






(71,273






)






 






$






(513,409






)






 






$






(151,523






)








NET INCOME (LOSS) PER COMMON UNIT:






 






 






 






 






 






 






 








Net income (loss) attributable to common unitholders per common unit from continuing operations - Basic and Diluted






$






0.04






 






 






$






(0.68






)






 






$






(0.73






)






 






$






(1.38






)








Net income (loss) per common unit from discontinued operations - Basic and Diluted






 






—






 






 






 






0.10






 






 






 






(3.46






)






 






 






0.14






 








Net income (loss) per common unit - Basic and Diluted






$






0.04






 






 






$






(0.58






)






 






$






(4.19






)






 






$






(1.24






)








WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:






 






 






 






 






 






 






 








Basic and Diluted






 






122,464,318






 






 






 






122,464,318






 






 






 






122,464,318






 






 






 






122,464,318






 









GENESIS ENERGY, L.P.




OPERATING DATA - UNAUDITED













 




Three Months Ended

December 31,






 






Year Ended

December 31,








 






2025






 






2024






 






2025






 






2024








Offshore Pipeline Transportation Segment






 






 






 






 






 






 






 








Crude oil pipelines (average barrels/day unless otherwise noted):






 






 






 






 






 






 






 








CHOPS(1)






429,077






 






 






246,049






 






 






357,207






 






 






286,160






 








Poseidon(1)






281,854






 






 






292,177






 






 






256,777






 






 






278,347






 








Odyssey(1)






68,973






 






 






73,684






 






 






66,906






 






 






67,810






 








GOPL






2,054






 






 






1,021






 






 






1,629






 






 






1,605






 








Offshore crude oil pipelines total






781,958






 






 






612,931






 






 






682,519






 






 






633,922






 








 






 






 






 






 






 






 






 








Natural gas transportation volumes (MMBtus/day)(1)






370,953






 






 






386,201






 






 






400,540






 






 






385,330






 








 






 






 






 






 






 






 






 








Marine Transportation Segment






 






 






 






 






 






 






 








Inland Barge Utilization Percentage(2)






97.9






%






 






96.7






%






 






95.2






%






 






98.8






%








Offshore Barge Utilization Percentage(2)






98.5






%






 






99.5






%






 






95.4






%






 






97.7






%








 






 






 






 






 






 






 






 








Onshore Transportation and Services Segment






 






 






 






 






 






 






 








Crude oil pipelines (average barrels/day):






 






 






 






 






 






 






 








Texas(3)






146,928






 






 






52,879






 






 






99,322






 






 






65,059






 








Jay






7,378






 






 






5,672






 






 






5,847






 






 






5,189






 








Mississippi






1,057






 






 






1,775






 






 






1,099






 






 






2,390






 








Louisiana(4)






52,228






 






 






33,654






 






 






49,851






 






 






55,687






 








Onshore crude oil pipelines total






207,591






 






 






93,980






 






 






156,119






 






 






128,325






 








 






 






 






 






 






 






 






 








Crude oil product sales (average barrels/day)






21,467






 






 






22,269






 






 






18,785






 






 






21,591






 








Rail unload volumes (average barrels/day)






23,765






 






 






15,127






 






 






23,747






 






 






13,500






 








 






 






 






 






 






 






 






 








NaHS volumes (Dry short tons “DST”)






21,774






 






 






22,231






 






 






91,523






 






 






104,322






 








NaOH (caustic soda) volumes (DST sold)






9,405






 






 






9,143






 






 






36,226






 






 






40,108






 









(1)


As of December 31, 2025 and 2024, we owned 64% of CHOPS, 64% of Poseidon and 29% of Odyssey, as well as equity interests in various other entities. Volumes are presented above on a 100% basis for all periods.








(2)


Utilization rates are based on a 365-day year, as adjusted for planned downtime and dry-docking.








(3)


Our Texas pipeline and infrastructure is a destination point for many pipeline systems in the Gulf of America, including the CHOPS Pipeline.








(4)


Total daily volumes for the three months ended December 31, 2025 and December 31, 2024 include 26,734 and 4,819 Bbls/day, respectively, of intermediate refined petroleum products and 23,125 and 28,835 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines. Total daily volumes for the year ended December 31, 2025 and December 31, 2024 include 21,348 and 19,298 Bbls/day, respectively, of intermediate refined petroleum products and 27,753 and 36,046 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.









GENESIS ENERGY, L.P.




CONDENSED CONSOLIDATED BALANCE SHEETS











(in thousands, except unit amounts)










 



 






December 31, 2025






 






December 31, 2024








 






(unaudited)






 






 








ASSETS






 






 






 








Cash and cash equivalents






$






6,437






 






 






$






7,352








Accounts receivable - trade, net






 






608,221






 






 






 






479,504








Inventories






 






55,366






 






 






 






37,782








Other






 






17,442






 






 






 






18,789








Current assets held for discontinued operations






 






—






 






 






 






368,307








Total current assets






 






687,466






 






 






 






911,734








Fixed assets, net of accumulated depreciation






 






3,465,323






 






 






 






3,539,886








Equity investees






 






218,631






 






 






 






240,368








Intangible assets, net of amortization






 






75,606






 






 






 






85,287








Goodwill






 






301,959






 






 






 






301,959








Right of use assets, net






 






57,670






 






 






 






65,739








Other assets, net of amortization






 






54,048






 






 






 






53,606








Non-current assets held for discontinued operations






 






—






 






 






 






1,839,113








Total assets






$






4,860,703






 






 






$






7,037,692








 






 






 






 








LIABILITIES AND CAPITAL






 






 






 








Accounts payable - trade






$






490,712






 






 






$






388,245








Accrued liabilities






 






208,980






 






 






 






254,202








Current liabilities held for discontinued operations






 






—






 






 






 






216,308








Total current liabilities






 






699,692






 






 






 






858,755








Senior secured credit facility






 






6,400






 






 






 






291,000








Senior unsecured notes, net of debt issuance costs, discount and premium






 






3,040,415






 






 






 






3,436,860








Deferred tax liabilities






 






17,405






 






 






 






16,575








Other long-term liabilities






 






388,707






 






 






 






389,161








Long-term liabilities held for discontinued operations






 






—






 






 






 






529,558








Total liabilities






 






4,152,619






 






 






 






5,521,909








Mezzanine capital:






 






 






 








Class A Convertible Preferred Units






 






552,523






 






 






 






813,589








 






 






 






 








Partners’ capital (deficit):






 






 






 








Common unitholders






 






(314,346






)






 






 






279,891








Accumulated other comprehensive income






 






—






 






 






 






9,486








Noncontrolling interests






 






469,907






 






 






 






412,817








Total partners’ capital






 






155,561






 






 






 






702,194








Total liabilities, mezzanine capital and partners’ capital






$






4,860,703






 






 






$






7,037,692








 






 






 






 








Common Units Data:






 






 






 








Total common units outstanding






 






122,464,318






 






 






 






122,464,318









GENESIS ENERGY, L.P.




RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES TO TOTAL SEGMENT MARGIN - UNAUDITED











(in thousands)










 



 






Three Months Ended

December 31,






 






Year Ended

December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Income (loss) from continuing operations before income taxes






$






34,343






 






 






$






(51,730






)






 






$






31,311






 






 






$






(48,995






)








Net income attributable to noncontrolling interests






 






(14,408






)






 






 






(8,090






)






 






 






(47,163






)






 






 






(30,940






)








Corporate general and administrative expenses






 






16,759






 






 






 






9,200






 






 






 






89,495






 






 






 






57,285






 








Depreciation, amortization and accretion






 






65,615






 






 






 






53,325






 






 






 






243,383






 






 






 






217,776






 








Interest expense, net






 






67,530






 






 






 






69,340






 






 






 






264,729






 






 






 






261,875






 








Adjustment to include distributable cash generated by equity investees not included in income and exclude equity in investees net income(1)






 






4,989






 






 






 






4,919






 






 






 






21,909






 






 






 






23,461






 








Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value






 






(49






)






 






 






59






 






 






 






(117






)






 






 






80






 








Other non-cash items






 






(5,318






)






 






 






(3,017






)






 






 






(15,576






)






 






 






(9,169






)








Loss on extinguishment of debt






 






—






 






 






 






13,938






 






 






 






9,779






 






 






 






15,367






 








Differences in timing of cash receipts for certain contractual arrangements(2)






 






4,552






 






 






 






(8,967






)






 






 






(19,897






)






 






 






(601






)








Impairment expense






 






—






 






 






 






43,003






 






 






 






—






 






 






 






43,003






 








Total Segment Margin(3)






$






174,013






 






 






$






121,980






 






 






$






577,853






 






 






$






529,142










(1)


Includes distributions attributable to the quarter and received during or promptly following such quarter.








(2)


Includes the difference in timing of cash receipts from customers during the period and the revenue we recognize in accordance with GAAP on our related contracts.








(3)


See definition of Segment Margin later in this press release.









GENESIS ENERGY, L.P.




RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P. TO ADJUSTED EBITDA AND AVAILABLE CASH BEFORE RESERVES - UNAUDITED











(in thousands)











 






Three Months Ended

December 31,






 






Year Ended

December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Net income (loss) attributable to Genesis Energy, L.P.






$






19,871






 






 






$






(49,379






)






 






$






(440,403






)






 






$






(63,947






)








Interest expense, net






 






67,530






 






 






 






69,340






 






 






 






264,729






 






 






 






261,875






 








Income tax expense






 






64






 






 






 






1,851






 






 






 






806






 






 






 






1,770






 








Depreciation, amortization and accretion






 






65,615






 






 






 






53,325






 






 






 






243,383






 






 






 






217,776






 








Impairment expense






 






—






 






 






 






43,003






 






 






 






—






 






 






 






43,003






 








Loss from disposal of discontinued operations






 






—






 






 






 






—






 






 






 






432,193






 






 






 






—






 








Interest expense, net and income tax expense from discontinued operations






 






—






 






 






 






6,263






 






 






 






4,195






 






 






 






25,382






 








Other non-cash items from discontinued operations, net(1)






 






—






 






 






 






32,491






 






 






 






15,584






 






 






 






100,116






 








EBITDA






 






153,080






 






 






 






156,894






 






 






 






520,487






 






 






 






585,975






 








Plus (minus) Select Items, net(2)






 






4,709






 






 






 






3,713






 






 






 






23,837






 






 






 






23,287






 








Adjusted EBITDA(3)






 






157,789






 






 






 






160,607






 






 






 






544,324






 






 






 






609,262






 








Maintenance capital utilized(4)






 






(14,950






)






 






 






(19,450






)






 






 






(61,500






)






 






 






(73,750






)








Interest expense, net






 






(67,530






)






 






 






(69,340






)






 






 






(264,729






)






 






 






(261,875






)








Cash tax benefit (expense)






 






624






 






 






 






(378






)






 






 






(233






)






 






 






(1,278






)








Distributions to preferred unitholders(5)






 






(14,868






)






 






 






(21,894






)






 






 






(64,546






)






 






 






(87,576






)








Interest expense, net and income tax expense from discontinued operations






 






—






 






 






 






(6,263






)






 






 






(4,195






)






 






 






(25,382






)








Available Cash before Reserves(6)






$






61,065






 






 






$






43,282






 






 






$






149,121






 






 






$






159,401






 









(1)


Includes non-cash items such as depreciation, depletion and amortization and unrealized gains or losses on derivative transactions, amongst other non-cash items attributable to discontinued operations.








(2)


Refer to additional detail of Select Items later in this press release.








(3)


See definition of Adjusted EBITDA later in this press release.








(4)


Maintenance capital expenditures for the 2025 Quarter and 2024 Quarter were $17.6 million and $20.8 million, respectively, which excludes maintenance capital expenditures of $23.4 million for the 2024 Quarter associated with the Alkali Business that was sold on February 28, 2025. Maintenance capital expenditures for the years ended December 31, 2025 and 2024, were $71.5 million and $94.6 million, respectively, which excludes maintenance capital expenditures of $4.6 million and $78.3 million for the years ended December 31, 2025 and 2024, respectively, associated with the Alkali Business. Our continuing maintenance capital expenditures are principally associated with our marine transportation business.








(5)


Distributions to preferred unitholders attributable to the 2025 Quarter are payable on February 13, 2026 to unitholders of record at close of business on January 30, 2026.








(6)


Represents the Available Cash before Reserves to common unitholders.









GENESIS ENERGY, L.P.




RECONCILIATION OF NET CASH FLOWS FROM OPERATING ACTIVITIES TO ADJUSTED EBITDA - UNAUDITED











(in thousands)











 






Three Months Ended

December 31,






 






Year Ended

December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Cash Flows from Operating Activities






$






110,782






 






 






$






73,968






 






 






$






252,826






 






 






$






391,934






 








Adjustments to reconcile net cash flows from operating activities to Adjusted EBITDA:






 






 






 






 






 






 






 








Interest expense, net(1)






 






67,530






 






 






 






75,647






 






 






 






268,908






 






 






 






287,235






 








Amortization and write-off of debt issuance costs, premium and discount






 






(2,754






)






 






 






(4,320






)






 






 






(12,908






)






 






 






(14,639






)








Effects from equity method investees not included in operating cash flows






 






5,046






 






 






 






4,776






 






 






 






22,393






 






 






 






23,461






 








Net effect of changes in components of operating assets and liabilities






 






(1,194






)






 






 






28,688






 






 






 






89,185






 






 






 






(31,064






)








Non-cash effect of long-term incentive compensation plans






 






(5,370






)






 






 






2,886






 






 






 






(15,251






)






 






 






(5,234






)








Expenses related to business development activities and growth projects






 






1,110






 






 






 






—






 






 






 






26,957






 






 






 






60






 








Differences in timing of cash receipts for certain contractual arrangements(2)






 






4,552






 






 






 






(8,967






)






 






 






(19,897






)






 






 






(601






)








Other items, net(3)






 






(21,913






)






 






 






(12,071






)






 






 






(67,889






)






 






 






(41,890






)








Adjusted EBITDA(4)






$






157,789






 






 






$






160,607






 






 






$






544,324






 






 






$






609,262










(1)


Includes interest expense, net of $67.5 million and $264.7 million from continuing operations for the three months and year ended December 31, 2025, respectively, and includes interest expense, net of $4.2 million from discontinued operations for the year ended December 31, 2025. Includes interest expense, net of $69.3 million and $261.9 million from continuing operations for the three months and year ended December 31, 2024, respectively, and includes interest expense, net of $6.3 million and $25.4 million from discontinued operations for the three months and year ended December 31, 2024, respectively.








(2)


Includes the difference in timing of cash receipts from or billings to customers during the period and the revenue we recognize in accordance with GAAP on our related contracts. For purposes of our non-GAAP measures, we add those amounts in the period of payment and deduct them in the period in which GAAP recognizes them.








(3)


Includes adjustments associated with the noncontrolling interest effects of our non-100% owned consolidated subsidiaries as our Adjusted EBITDA measure is reported net to our ownership interests, amongst other items.








(4)


See definition of Adjusted EBITDA later in this press release.









GENESIS ENERGY, L.P.




ADJUSTED DEBT-TO-ADJUSTED CONSOLIDATED EBITDA RATIO - UNAUDITED











(in thousands)










 



 






 






December 31, 2025








Senior secured credit facility






 






$






6,400






 








Senior unsecured notes, net of debt issuance costs and discount






 






 






3,040,415






 








Less: Outstanding inventory financing sublimit borrowings






 






 






(28,100






)








Less: Cash and cash equivalents






 






 






(6,318






)








Adjusted Debt(1)






 






$






3,012,397






 








 






 






 








 






 






Pro Forma LTM








 






 






December 31, 2025








Consolidated EBITDA (per our senior secured credit facility)






 






$






544,324






 








Consolidated EBITDA adjustments(2)






 






 






43,773






 








Adjusted Consolidated EBITDA (per our senior secured credit facility)(3)






 






$






588,097






 








 






 






 








Adjusted Debt-to-Adjusted Consolidated EBITDA






 






5.12X










(1)







We define Adjusted Debt as the amounts outstanding under our senior secured credit facility and senior unsecured notes (including any unamortized discounts or issuance costs) less the amount outstanding under our inventory financing sublimit, and less cash and cash equivalents on hand at the end of the period from our restricted subsidiaries.









(2)







This amount reflects adjustments we are permitted to make under our senior secured credit facility for purposes of calculating compliance with our leverage ratio. It includes a pro rata portion of projected future annual EBITDA associated with contractual minimum cash commitments we expect to receive from material organic growth projects that are in-service. Additionally, it includes the pro forma adjustments to Adjusted Consolidated EBITDA (using historical amounts in the test period) associated with the sale of the Alkali Business. These adjustments may not be indicative of future results.









(3)







Adjusted Consolidated EBITDA for the four-quarter period ending with the most recent quarter, as calculated under our senior secured credit facility.







This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Actual results may vary materially. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including, but not limited to statements relating to future financial and operating results, liquidity and capital expenditures, distributions to our unitholders or other capital allocation plans or expectations, the anticipated benefits of the Shenandoah and Salamanca developments and other production facilities, production and other rates or volumes or demand for our services, the expected performance of our business segments and other projects, the impact of proposed or increased tariffs or lower commodity prices on our business, and our strategy and plans, are forward-looking statements and historical performance is not necessarily indicative of future performance. Those forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside our control, that could cause results to differ materially from those expected by management. Such risks and uncertainties include, but are not limited to, weather, political, economic and market conditions, including a decline in the price and market demand for products (which may be affected by the actions of OPEC and other oil exporting nations), impacts due to inflation, increased tariffs and proposed tariffs, taxes, duties and similar matters affecting international trade, a reduction in demand for our services resulting in impairments of our assets, the spread of disease, the impact of international military conflicts (such as the war in Ukraine, the Israel and Hamas war and broader geopolitical tensions in South America, the Middle East and Europe), the result of any economic recession or depression that has occurred or may occur in the future, anticipated benefits of our projects or those of our counterparties, including producers, the timing and success of business development efforts and other uncertainties. Those and other applicable uncertainties, factors and risks that may affect those forward-looking statements are described more fully in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission and other filings, including our Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement.


NON-GAAP MEASURES


This press release and the accompanying schedules include non-generally accepted accounting principle (non-GAAP) financial measures of Adjusted EBITDA and total Available Cash before Reserves. In this press release, we also present total Segment Margin as if it were a non-GAAP measure. Our non-GAAP measures may not be comparable to similarly titled measures of other companies because such measures may include or exclude other specified items. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (GAAP). Our non-GAAP financial measures should not be considered (i) as alternatives to GAAP measures of liquidity or financial performance or (ii) as being singularly important in any particular context; they should be considered in a broad context with other quantitative and qualitative information. Our Available Cash before Reserves, Adjusted EBITDA and total Segment Margin measures are just three of the relevant data points considered from time to time.


When evaluating our performance and making decisions regarding our future direction and actions (including making discretionary payments, such as quarterly distributions) our board of directors and management team have access to a wide range of historical and forecasted qualitative and quantitative information, such as our financial statements; operational information; various non-GAAP measures; internal forecasts; credit metrics; analyst opinions; performance; liquidity and similar measures; income; cash flow expectations for us; and certain information regarding some of our peers. Additionally, our board of directors and management team analyze, and place different weight on, various factors from time to time. We believe that investors benefit from having access to the same financial measures being utilized by management, lenders, analysts and other market participants. We attempt to provide adequate information to allow each individual investor and other external user to reach her/his own conclusions regarding our actions without providing so much information as to overwhelm or confuse such investor or other external user.


AVAILABLE CASH BEFORE RESERVES


Purposes, Uses and Definition


Available Cash before Reserves, often referred to by others as distributable cash flow, is a quantitative standard used throughout the investment community with respect to publicly traded partnerships and is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things:




 
 
(1)


the financial performance of our assets;








 
 
(2)


our operating performance;








 
 
(3)


the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry;








 
 
(4)


the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and








 
 
(5)


our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.







We define Available Cash before Reserves (“Available Cash before Reserves”) as Adjusted EBITDA adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, interest expense, net, cash tax expense and cash distributions paid to our Class A Convertible Preferred unitholders.


Disclosure Format Relating to Maintenance Capital


We use a modified format relating to maintenance capital requirements because our maintenance capital expenditures vary materially in nature (discretionary vs. non-discretionary), timing and amount from time to time. We believe that, without such modified disclosure, such changes in our maintenance capital expenditures could be confusing and potentially misleading to users of our financial information, particularly in the context of the nature and purposes of our Available Cash before Reserves measure. Our modified disclosure format provides those users with information in the form of our maintenance capital utilized measure (which we deduct to arrive at Available Cash before Reserves). Our maintenance capital utilized measure constitutes a proxy for non-discretionary maintenance capital expenditures and it takes into consideration the relationship among maintenance capital expenditures, operating expenses and depreciation from period to period.


Maintenance Capital Requirements


Maintenance Capital Expenditures


Maintenance capital expenditures are capitalized costs that are necessary to maintain the service capability of our existing assets, including the replacement of any system component or equipment which is worn out or obsolete. Maintenance capital expenditures can be discretionary or non-discretionary, depending on the facts and circumstances.


Prior to 2014, substantially all of our maintenance capital expenditures were (a) related to our pipeline assets and similar infrastructure, (b) non-discretionary in nature and (c) immaterial in amount as compared to our Available Cash before Reserves measure. Those historical expenditures were non-discretionary (or mandatory) in nature because we had very little (if any) discretion as to whether or when we incurred them. We had to incur them in order to continue to operate the related pipelines in a safe and reliable manner and consistently with past practices. If we had not made those expenditures, we would not have been able to continue to operate all or portions of those pipelines, which would not have been economically feasible. An example of a non-discretionary (or mandatory) maintenance capital expenditure would be replacing a segment of an old pipeline because one can no longer operate that pipeline safely, legally and/or economically in the absence of such replacement.


Beginning with 2014, we believe a substantial amount of our maintenance capital expenditures from time to time will be (a) related to our assets other than pipelines, such as our marine vessels, trucks and similar assets, (b) discretionary in nature and (c) potentially material in amount as compared to our Available Cash before Reserves measure. Those expenditures will be discretionary (or non-mandatory) in nature because we will have significant discretion as to whether or when we incur them. We will not be forced to incur them in order to continue to operate the related assets in a safe and reliable manner. If we chose not to make those expenditures, we would be able to continue to operate those assets economically, although in lieu of maintenance capital expenditures, we would incur increased operating expenses, including maintenance expenses. An example of a discretionary (or non-mandatory) maintenance capital expenditure would be replacing an older marine vessel with a new marine vessel with substantially similar specifications, even though one could continue to economically operate the older vessel in spite of its increasing maintenance and other operating expenses.


In summary, as we continue to expand certain non-pipeline portions of our business, we are experiencing changes in the nature (discretionary vs. non-discretionary), timing and amount of our maintenance capital expenditures that merit a more detailed review and analysis than was required historically. Management’s increasing ability to determine if and when to incur certain maintenance capital expenditures is relevant to the manner in which we analyze aspects of our business relating to discretionary and non-discretionary expenditures. We believe it would be inappropriate to derive our Available Cash before Reserves measure by deducting discretionary maintenance capital expenditures, which we believe are similar in nature in this context to certain other discretionary expenditures, such as growth capital expenditures, distributions/dividends and equity buybacks. Unfortunately, not all maintenance capital expenditures are clearly discretionary or non-discretionary in nature. Therefore, we developed a measure, maintenance capital utilized, that we believe is more useful in the determination of Available Cash before Reserves.


Maintenance Capital Utilized


We believe our maintenance capital utilized measure is the most useful quarterly maintenance capital requirements measure to use to derive our Available Cash before Reserves measure. We define our maintenance capital utilized measure as that portion of the amount of previously incurred maintenance capital expenditures that we utilize during the relevant quarter, which would be equal to the sum of the maintenance capital expenditures we have incurred for each project/component in prior quarters allocated ratably over the useful lives of those projects/components.


Our maintenance capital utilized measure constitutes a proxy for non-discretionary maintenance capital expenditures and it takes into consideration the relationship among maintenance capital expenditures, operating expenses and depreciation from period to period. Because we did not use our maintenance capital utilized measure before 2014, our maintenance capital utilized calculations will reflect the utilization of solely those maintenance capital expenditures incurred since December 31, 2013.


ADJUSTED EBITDA


Purposes, Uses and Definition


Adjusted EBITDA is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things:




 
 
(1)


the financial performance of our assets without regard to financing methods, capital structures or historical cost basis;








 
 
(2)


our operating performance as compared to those of other companies in the midstream energy industry, without regard to financing and capital structure;








 
 
(3)


the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry;








 
 
(4)


the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and








 
 
(5)


our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.







We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) attributable to Genesis Energy, L.P. before interest, taxes, depreciation, depletion and amortization (including impairment, write-offs, accretion and similar items) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, “Select Items”). Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. The most significant Select Items in the relevant reporting periods are set forth below.


The table below includes the Select Items discussed above as applicable to the reconciliation of Net income (loss) attributable to Genesis Energy, L.P. to Adjusted EBITDA and Available Cash before Reserves:




 






 






Three Months Ended

December 31,






 






Year Ended

December 31,








 






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








 






 






(in thousands)








I.






Applicable to all Non-GAAP Measures






 






 






 






 






 






 






 








 






Differences in timing of cash receipts for certain contractual arrangements(1)






$






4,552






 






 






$






(8,967






)






 






$






(19,897






)






 






$






(601






)








 






Certain non-cash items:






 






 






 






 






 






 






 








 






Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value






 






(49






)






 






 






59






 






 






 






(117






)






 






 






80






 








 






Loss on debt extinguishment






 






—






 






 






 






13,938






 






 






 






9,779






 






 






 






15,367






 








 






Adjustment regarding equity investees(2)






 






4,989






 






 






 






4,919






 






 






 






21,909






 






 






 






23,461






 








 






Other






 






(5,318






)






 






 






(3,017






)






 






 






(15,576






)






 






 






(9,169






)








 






Sub-total Select Items, net(3)






 






4,174






 






 






 






6,932






 






 






 






(3,902






)






 






 






29,138






 








II.






Applicable only to Adjusted EBITDA and Available Cash before Reserves






 






 






 






 






 






 






 








 






Certain transaction costs






 






1,110






 






 






 






—






 






 






 






26,957






 






 






 






60






 








 






Other






 






(575






)






 






 






(3,219






)






 






 






782






 






 






 






(5,911






)








 






Total Select Items, net(4)






$






4,709






 






 






$






3,713






 






 






$






23,837






 






 






$






23,287






 









 
 
(1)


Includes the difference in timing of cash receipts from or billings to customers during the period and the revenue we recognize in accordance with GAAP on our related contracts. For purposes of our non-GAAP measures, we add those amounts in the period of payment and deduct them in the period in which GAAP recognizes them.








 
 
(2)


Represents the net effect of adding distributions from equity investees and deducting earnings of equity investees net to us.








 
 
(3)


Represents Select Items applicable to all Non-GAAP measures.








 
 
(4)


Represents Select Items applicable to Adjusted EBITDA and Available Cash before Reserves.







SEGMENT MARGIN


Our chief operating decision maker (our Chief Executive Officer) evaluates segment performance based on a variety of measures including Segment Margin, segment volumes, and, where relevant, capital investment. We define Segment Margin (“Segment Margin”) as revenues less product costs, operating expenses and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items from continuing operations. Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results.

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Genesis Energy, L.P.

Dwayne Morley

Vice President - Investor Relations

(713) 860-2536


Original: Genesis Energy, L.P. Reports Fourth Quarter 2025 Results