Genesis Energy LP 10-Q for FY2026 Q3
Genesis Energy LP (GEL)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Genesis Energy LP filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Third-quarter net income fell to $2.4 million from $9.2 million, while operating cash flow rose to $78.4 million. Genesis Energy, L.P. increased credit capacity to $900 million and issued $750.0 million of 2034 Notes. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $449.25M
- up 8.5% from $414M a year earlier
- Net income
- $2.42M
- down 73.8% from net income of $9.21M a year earlier
- Diluted EPS
- -$0.05
- compared with -$0.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
For the quarterly period ended September 30, 2026
OR
Commission file number 1-12295
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||
| , | |||||||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||||||||||||||
| Registrant’s telephone number, including area code: | |||||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | ¨ | ||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 122,174,321 Class A Common Units and 39,997 Class B Common Units outstanding as of November 5, 2026.
GENESIS ENERGY, L.P.
TABLE OF CONTENTS
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GENESIS ENERGY, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except units)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable - trade, net | |||||||||||
| Inventories | |||||||||||
| Other | |||||||||||
| Total current assets | |||||||||||
| FIXED ASSETS, at cost | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Net fixed assets | |||||||||||
| EQUITY INVESTEES | |||||||||||
| INTANGIBLE ASSETS, net of amortization | |||||||||||
| GOODWILL | |||||||||||
| RIGHT OF USE ASSETS, net | |||||||||||
| OTHER ASSETS, net of amortization | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND CAPITAL | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable - trade | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Accounts receivable securitization credit facility | |||||||||||
| Total current liabilities | |||||||||||
| SENIOR SECURED CREDIT FACILITY | |||||||||||
| SENIOR UNSECURED NOTES, net of debt issuance costs and discount | |||||||||||
| DEFERRED TAX LIABILITIES | |||||||||||
| OTHER LONG-TERM LIABILITIES | |||||||||||
| Total liabilities | |||||||||||
| MEZZANINE CAPITAL: | |||||||||||
Class A Convertible Preferred Units, | |||||||||||
| PARTNERS’ CAPITAL (DEFICIT): | |||||||||||
Common unitholders, | ( | ( | |||||||||
| Noncontrolling interests | |||||||||||
| Total partners’ capital | |||||||||||
| TOTAL LIABILITIES, MEZZANINE CAPITAL AND PARTNERS’ CAPITAL | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
3
GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Offshore pipeline transportation | $ | $ | $ | $ | |||||||||||||||||||
| Marine transportation | |||||||||||||||||||||||
| Onshore transportation and services | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| COSTS AND EXPENSES: | |||||||||||||||||||||||
| Offshore pipeline transportation operating costs | |||||||||||||||||||||||
| Marine transportation operating costs | |||||||||||||||||||||||
| Onshore transportation and services product costs | |||||||||||||||||||||||
| Onshore transportation and services operating costs | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Gain on sale of assets | ( | ||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| OPERATING INCOME | |||||||||||||||||||||||
| Equity in earnings of equity investees | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other expense | ( | ( | |||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ( | ||||||||||||||||||||||
| Income from discontinued operations, net of tax | |||||||||||||||||||||||
| Loss from disposal of discontinued operations | ( | ||||||||||||||||||||||
| NET LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | ( | ||||||||||||||||||||||
| NET INCOME (LOSS) | ( | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P. | $ | $ | $ | $ | ( | ||||||||||||||||||
| Less: Accumulated distributions and returns attributable to Class A Convertible Preferred Units | ( | ( | ( | ( | |||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Net income (loss) attributable to common unitholders per common unit from continuing operations - Basic and Diluted (Note 12) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||
| WEIGHTED AVERAGE OUTSTANDING COMMON UNITS: | |||||||||||||||||||||||
| Basic and Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
4
GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Decrease in benefit plan liability held for discontinued operations | |||||||||||||||||||||||
| Total Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to Genesis Energy, L.P. | $ | $ | $ | $ | ( | ||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
5
GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (DEFICIT)
(In thousands)
| Number of Common Units | Partners’ Capital (Deficit) | Noncontrolling Interests | Accumulated Other Comprehensive Income | Total | |||||||||||||||||||||||||
| Partners’ capital (deficit), June 30, 2026 | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||
| Cash distributions to partners | — | ( | — | — | ( | ||||||||||||||||||||||||
| Cash distributions to noncontrolling interests | — | — | ( | — | ( | ||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | ||||||||||||||||||||||||||
| Distributions to Class A Convertible Preferred unitholders | — | ( | — | — | ( | ||||||||||||||||||||||||
| Partners’ capital (deficit), September 30, 2026 | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
| Number of Common Units | Partners’ Capital (Deficit) | Noncontrolling Interests | Accumulated Other Comprehensive Income | Total | |||||||||||||||||||||||||
| Partners’ capital (deficit), June 30, 2025 | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||
| Cash distributions to partners | — | ( | — | — | ( | ||||||||||||||||||||||||
| Cash distributions to noncontrolling interests | — | — | ( | — | ( | ||||||||||||||||||||||||
| Cash contributions from noncontrolling interests | — | — | — | ||||||||||||||||||||||||||
| Distributions to Class A Convertible Preferred unitholders | — | ( | — | — | ( | ||||||||||||||||||||||||
| Partners’ capital (deficit), September 30, 2025 | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
| Number of Common Units | Partners’ Capital (Deficit) | Noncontrolling Interests | Accumulated Other Comprehensive Income | Total | |||||||||||||||||||||||||
| Partners’ capital (deficit), December 31, 2025 | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
| Repurchase of Class A Common Units | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||
| Cash distributions to partners | — | ( | — | — | ( | ||||||||||||||||||||||||
| Cash distributions to noncontrolling interests | — | — | ( | — | ( | ||||||||||||||||||||||||
| Cash contributions from noncontrolling interests | — | — | — | ||||||||||||||||||||||||||
| Distributions and returns attributable to Class A Convertible Preferred unitholders | — | ( | — | — | ( | ||||||||||||||||||||||||
| Partners’ capital (deficit), September 30, 2026 | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
| Number of Common Units | Partners’ Capital (Deficit) | Noncontrolling Interests | Accumulated Other Comprehensive Income | Total | |||||||||||||||||||||||||
| Partners’ capital, December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income (loss) | — | ( | — | ( | |||||||||||||||||||||||||
| Cash distributions to partners | — | ( | — | — | ( | ||||||||||||||||||||||||
| Cash distributions to noncontrolling interests | — | — | ( | — | ( | ||||||||||||||||||||||||
| Cash contributions from noncontrolling interests | — | — | — | ||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ||||||||||||||||||||||||||
| Disposal of benefit plan held for discontinued operations | — | — | — | ( | ( | ||||||||||||||||||||||||
| Distributions and returns attributable to Class A Convertible Preferred unitholders | — | ( | — | — | ( | ||||||||||||||||||||||||
| Partners’ capital (deficit), September 30, 2025 | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
6
GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities - | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| ( | |||||||||||
| Amortization and write-off of debt issuance costs, premium and discount | |||||||||||
Loss from disposal of discontinued operations (Note 4) | |||||||||||
| Equity in earnings of investments in equity investees | ( | ( | |||||||||
| Cash distributions of earnings of equity investees | |||||||||||
| Non-cash effect of long-term incentive compensation plans | |||||||||||
| Deferred and other tax liabilities | ( | ( | |||||||||
| Unrealized gains on derivative transactions | ( | ( | |||||||||
| Other, net | |||||||||||
| ( | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Payments to acquire fixed and intangible assets | ( | ( | |||||||||
Proceeds from disposal of discontinued operations, net of cash divested (Note 4) | |||||||||||
| Cash distributions received from equity investees - return of investment | |||||||||||
| Investments in equity investees | ( | ||||||||||
| Proceeds from asset sales | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Borrowings on senior secured credit facility | |||||||||||
| Repayments on senior secured credit facility | ( | ( | |||||||||
| ( | ( | ||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Contributions from noncontrolling interests | |||||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Distributions to common unitholders | ( | ( | |||||||||
| ( | ( | ||||||||||
| ( | ( | ||||||||||
| ( | |||||||||||
| Other, net | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period: discontinued operations | |||||||||||
| Cash and cash equivalents at beginning of period: continuing operations | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
7
GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Basis of Presentation and Consolidation
Organization
We are a master limited partnership founded in Delaware in 1996 and focused on the midstream segment of the crude oil and natural gas industry. Our operations are primarily located in the Gulf of America and in the Gulf Coast region of the United States. We provide an integrated suite of services to crude oil and natural gas producers, refiners and industrial and commercial enterprises. We have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, barges and other vessels, refinery-related plants, storage tanks, terminals, railcars, rail unloading facilities and trucks. We are owned 100 % by our limited partners. Genesis Energy, LLC, our general partner, is a wholly-owned subsidiary. Our general partner has sole responsibility for conducting our business and managing our operations. We conduct our operations and own our operating assets through our subsidiaries and joint ventures.
We 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, marketing, and transporting crude oil and petroleum 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”).
Basis of Presentation and Consolidation
The accompanying Unaudited Condensed Consolidated Financial Statements include Genesis Energy, L.P. and its subsidiaries.
On February 28, 2025, we completed the sale of our trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business based in Wyoming (the “Alkali Business”) for a gross purchase price of approximately $1.425 billion. We determined that the exit from the Alkali Business and its operations in Wyoming represented a strategic and geographic shift that met the criteria for discontinued operations (see Note 4 for further discussion). Accordingly, we have separately reported the operations from the Alkali Business in the Unaudited Condensed Consolidated Statement of Operations as discontinued operations for the nine months ended September 30, 2025. The disclosures included within the accompanying notes to the Unaudited Condensed Consolidated Financial Statements are representative of our continuing operations.
Our results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. The Unaudited Condensed Consolidated Financial Statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they reflect all adjustments (which consist solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial results for interim periods. Certain information and notes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading when read in conjunction with the information contained in the periodic reports we file with the SEC pursuant to the Securities Exchange Act of 1934, including the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”).
Except for per unit amounts, or as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.
2. Recent Accounting Developments
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU 2024-03”), which requires additional disclosures of the specific types of expenses included in the expense captions presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively, with the option for retrospective application. Early adoption is permitted. We are currently evaluating the impact of this standard on our disclosures.
8
All other new accounting pronouncements that have been issued, but not yet effective, are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.
3. Revenue Recognition
Revenue from Contracts with Customers
The following tables reflect the disaggregation of our revenues by major category for the three months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Offshore pipeline transportation | Marine transportation | Onshore transportation and services | Consolidated | ||||||||||||||||||||
| Fee-based revenues | $ | $ | $ | $ | |||||||||||||||||||
| Product sales | |||||||||||||||||||||||
| Sulfur services | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Offshore pipeline transportation | Marine transportation | Onshore transportation and services | Consolidated | ||||||||||||||||||||
| Fee-based revenues | $ | $ | $ | $ | |||||||||||||||||||
| Product sales | |||||||||||||||||||||||
| Sulfur services | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
The following tables reflect the disaggregation of our revenues by major category for the nine months ended September 30, 2026 and 2025, respectively:
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Offshore pipeline transportation | Marine transportation | Onshore transportation and services | Consolidated | ||||||||||||||||||||
| Fee-based revenues | $ | $ | $ | $ | |||||||||||||||||||
| Product sales | |||||||||||||||||||||||
| Sulfur services | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Offshore pipeline transportation | Marine transportation | Onshore transportation and services | Consolidated | ||||||||||||||||||||
| Fee-based revenues | $ | $ | $ | $ | |||||||||||||||||||
| Product sales | |||||||||||||||||||||||
| Sulfur services | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
We recognize revenue upon the satisfaction of the performance obligations per our contracts. The timing of revenue recognition varies for our different revenue streams. In general, the timing includes recognition of revenue over time as services are being performed as well as recognition of revenue at a point in time for delivery of products.
9
Contract Assets and Liabilities
The table below depicts our contract asset and liability balances at September 30, 2026 and December 31, 2025:
| Contract Assets | Contract Liabilities | |||||||||||||||||||||||||
| Current Assets - Other | Other Assets, net of amortization | Accrued Liabilities | Other Long-Term Liabilities | |||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
Balance at September 30, 2026 | ||||||||||||||||||||||||||
During June 2026, we divested certain of our non-core natural gas pipeline and platform assets in our offshore pipeline transportation segment. As a part of this divestiture, we entered into a long-term agreement with the purchaser whereby we will continue to perform operation and maintenance services related to the divested assets. We received total consideration for our future services upon the execution of the agreement and we will recognize revenue associated with the contract over time as services are rendered.
For the nine months ended September 30, 2026 and 2025, we recognized revenue of $20.7 million and $30.5 million, respectively, that was included in contract liabilities at the beginning of the period.
Transaction Price Allocations to Remaining Performance Obligations
We are required to disclose the aggregate amount of our transaction prices that are allocated to unsatisfied performance obligations as of September 30, 2026. However, ASC 606 provides the following optional exemptions that we have utilized:
1)Performance obligations that are part of a contract with an expected duration of one year or less;
2)Revenue recognized from the satisfaction of performance obligations where we have a right to consideration in an amount that corresponds directly with the value provided to customers; and
3)Contracts that contain variable consideration, such as index-based pricing or variable volumes, that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that is part of a series.
The majority of our contracts qualify for at least one of these exemptions and we apply the exemption(s) accordingly. For contracts that do not qualify for at least one of the aforementioned exemptions, which are those that involve revenue recognition over a long-term period and include long-term fixed consideration (adjusted for indexing as required), we determined the allocation of transaction price that relates to unsatisfied performance obligations. As it relates to our tiered pricing offshore transportation contracts, we provide firm capacity for both fixed and variable consideration over a long-term period. In our onshore transportation and services segment, we have certain contractual arrangements in which we receive fixed minimum payments for our obligation to provide minimum capacity on our pipelines and related assets. Therefore, we have allocated the remaining contract value (as estimated and discussed above) to future periods for these contracts.
The following chart summarizes how we expect to recognize revenue for future periods related to these contracts:
| Offshore Pipeline Transportation | Onshore Transportation and Services | |||||||||||||
| Remainder of 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total | $ | $ | ||||||||||||
10
4. Discontinued Operations
On February 28, 2025, we completed the sale of the Alkali Business to an indirect affiliate of WE Soda Ltd for a gross purchase price of $1.425 billion. The sale generated proceeds of approximately $1.0 billion, which reflects the net proceeds after the payment of transaction costs and expenses, the assumption of $413.4 million of our then outstanding 5.875 % senior secured notes due 2042 (the “Alkali senior secured notes”) by an indirect affiliate of WE Soda Ltd, and cash divested.
A reconciliation of the line items constituting pretax income from discontinued operations to net loss from discontinued operations, net of tax, is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Major classes of line items constituting net loss from discontinued operations: | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs | ( | ||||||||||||||||||||||
| General and administrative | ( | ||||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||
| Pretax income from discontinued operations | |||||||||||||||||||||||
| Loss from the sale of the Alkali Business | ( | ||||||||||||||||||||||
| Total pretax loss from discontinued operations | ( | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net loss from discontinued operations, net of tax | $ | $ | $ | $ | ( | ||||||||||||||||||
A summary of our cash flows associated with our discontinued operations is as follows:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net cash flows provided by operating activities | $ | $ | |||||||||||||||||||||
| Net cash flows used in investing activities | ( | ||||||||||||||||||||||
| Net cash flows used in financing activities | |||||||||||||||||||||||
5. Lease Accounting
Lessee Arrangements
We lease a variety of transportation equipment (primarily railcars), terminals, land and facilities, and office space and equipment. Lease terms vary and can range from short-term (not greater than 12 months) to long-term (greater than 12 months). Certain of our leases contain options to extend the life of the lease at our sole discretion and we considered these options when determining the lease terms used to derive our right of use asset and associated lease liability. Leases with a term of 12 months or fewer are not recorded on our Unaudited Condensed Consolidated Balance Sheets and we recognize lease expense for these leases on a straight-line basis over the lease term.
Our “Right of use assets, net” balance includes our unamortized initial direct costs associated with certain of our transportation equipment leases. Additionally, it includes our unamortized prepaid rents and our deferred rents. Current and non-current lease liabilities are recorded within “Accrued liabilities” and “Other long-term liabilities,” respectively, on our Unaudited Condensed Consolidated Balance Sheets.
Lessor Arrangements
We have certain contracts discussed below in which we act as a lessor.
Operating Leases
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During the three and nine months ended September 30, 2026 and 2025, we acted as a lessor in a revenue contract associated with our 330,000 barrel-capacity ocean going tanker, the M/T American Phoenix, included in our marine transportation segment. Our lease revenues for this arrangement were $7.7 million and $7.1 million for the three months ended September 30, 2026 and 2025, respectively, and $22.8 million and $21.7 million for the nine months ended September 30, 2026 and 2025, respectively.
The M/T American Phoenix is under contract through mid-2027. For the remainder of 2026, and through the expiration of the contract in 2027, we expect to receive undiscounted cash flows from lease payments of $7.7 million and $15.2 million, respectively. Our agreements generally contain clauses that may limit the use of the asset or require certain actions be taken by the lessee to maintain the asset for future performance.
6. Inventories
The major components of inventories were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Crude oil | $ | $ | |||||||||
| NaHS | |||||||||||
| Caustic soda | |||||||||||
| Total | $ | $ | |||||||||
7. Fixed Assets and Asset Retirement Obligations
Fixed Assets
Fixed assets consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Crude oil and natural gas pipelines and related assets | $ | $ | |||||||||
| Onshore facilities, machinery and equipment | |||||||||||
| Transportation equipment | |||||||||||
| Marine vessels | |||||||||||
| Land, buildings and improvements | |||||||||||
| Office equipment, furniture and fixtures | |||||||||||
| Construction in progress | |||||||||||
| Other | |||||||||||
| Fixed assets, at cost | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Net fixed assets | $ | $ | |||||||||
Our depreciation expense for the periods presented was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
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Gain on Sale of Assets
In June 2026, we divested certain non-core natural gas pipeline and platform assets in our offshore pipeline transportation segment. As a result of this divestiture, we recognized a gain of $17.4 million that is recorded in “Gain on sale of assets” in our Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026.
Asset Retirement Obligations
We record asset retirement obligations (“AROs”) in connection with legal requirements to perform specified retirement activities under contractual arrangements and/or governmental regulations.
The following table presents information regarding our AROs since December 31, 2025:
ARO liability balance, December 31, 2025 | $ | ||||
| Accretion expense | |||||
| Revisions in timing and estimated costs of AROs | |||||
Divestitures(1) | ( | ||||
| Settlements | ( | ||||
ARO liability balance, September 30, 2026 | $ | ||||
(1) In June 2026, we divested certain non-core natural gas pipeline and platform assets in our offshore pipeline transportation segment.
At September 30, 2026 and December 31, 2025, $24.2 million and $24.3 million, respectively, of our ARO liability balances are considered current and included in “Accrued liabilities” on our Unaudited Condensed Consolidated Balance Sheets. The remainder of the ARO liability balances as of September 30, 2026 and December 31, 2025 are included in “Other long-term liabilities” on our Unaudited Condensed Consolidated Balance Sheets.
Certain of our unconsolidated affiliates have AROs recorded at September 30, 2026 and December 31, 2025 relating to contractual agreements and regulatory requirements. In addition, certain entities that we consolidate have non-controlling interest owners that are responsible for their representative share of future costs of the related AROs. These amounts are immaterial to our Unaudited Condensed Consolidated Financial Statements.
8. Equity Investees
We account for our ownership in certain of our joint ventures under the equity method of accounting. The price we pay to acquire an ownership interest in a company may exceed the underlying book value of the capital accounts we acquire. Such excess cost amounts are included within the carrying values of our equity investees. At September 30, 2026 and December 31, 2025, the unamortized excess cost amounts totaled $252.1 million and $262.8 million, respectively. We amortize the differences in carrying value as changes in equity earnings.
The following table presents information included in our Unaudited Condensed Consolidated Financial Statements related to our equity investees:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Genesis’ share of operating earnings | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of differences attributable to Genesis’ carrying value of equity investments | ( | ( | ( | ( | |||||||||||||||||||
| Equity in earnings of equity investees | $ | $ | $ | $ | |||||||||||||||||||
Distributions received(1) | $ | $ | $ | $ | |||||||||||||||||||
Poseidon’s Revolving Credit Facility
Poseidon Oil Pipeline Company, LLC (“Poseidon”) has a revolving credit facility, which was amended and restated on May 9, 2025 (the “May 2025 credit facility”). Borrowings under Poseidon’s revolving credit facility have historically been used to fund spending on capital projects. The May 2025 credit facility, which matures on May 9, 2029, is non-recourse to Poseidon’s owners and secured by its assets. The May 2025 credit facility contains customary covenants such as restrictions on debt levels, liens, guarantees, mergers, sale of assets and distributions to owners. A breach of any of these covenants could
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9. Intangible Assets
The following table summarizes the components of our intangible assets at the dates indicated:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Carrying Value | Gross Carrying Amount | Accumulated Amortization | Carrying Value | ||||||||||||||||||||||||||||||
| Offshore pipeline contract intangibles | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Our amortization of intangible assets for the periods presented was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Amortization of intangible assets | $ | $ | $ | $ | |||||||||||||||||||
We estimate that our amortization expense for the next five years will be as follows:
| Remainder of | 2026 | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
10. Debt
Our obligations under debt arrangements consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Principal | Unamortized Discount and Debt Issuance Costs | Net Value | Principal | Unamortized Discount and Debt Issuance Costs | Net Value | ||||||||||||||||||||||||||||||
Accounts receivable securitization credit facility(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total current borrowings | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Senior secured credit facility(2) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total long-term debt | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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(1)Unamortized debt issuance costs associated with our accounts receivable securitization credit facility (included in “Other Assets, net of amortization” on the Unaudited Condensed Consolidated Balance Sheets) were $0.9 million as of September 30, 2026.
(2)Unamortized debt issuance costs associated with our senior secured credit facility (included in “Other Assets, net of amortization” on the Unaudited Condensed Consolidated Balance Sheets) were $7.8 million and $5.4 million as of September 30, 2026 and December 31, 2025, respectively.
Accounts Receivable Securitization Credit Facility
On June 26, 2026, we entered into an accounts receivable securitization credit facility (the “AR Facility”). The AR Facility provides for a credit facility limit of $99.5 million and expires on June 26, 2029. Under the AR Facility, we sell, on an on-going basis, certain of the receivables from our wholly-owned subsidiaries, together with the related security and interest in the proceeds, to our wholly-owned subsidiary Genesis AR LLC, a consolidated and bankruptcy-remote special purpose entity created for the sole purpose of transacting under the AR Facility. Eligible receivables sold to Genesis AR LLC are used to secure the outstanding borrowings under our AR Facility and are not available to satisfy the claims of other creditors.
The interest rate on borrowings under the AR Facility is based on the Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 1.375 %. We pay an unused fee on any unused portion of the AR Facility of 0.35 %. At September 30, 2026, we had outstanding borrowings of $99.5 million under the AR Facility, which are recognized as current borrowings on our Unaudited Condensed Consolidated Balance Sheet as of September 30, 2026.
Under the AR Facility, we are required to maintain a capital reserve equal to 5.0 % of the credit facility limit. At September 30, 2026, our capital reserve of $5.0 million is presented as “Restricted cash” on our Unaudited Condensed Consolidated Balance Sheet.
Senior Secured Credit Facility
On March 4, 2026, we entered into the Eighth Amended and Restated Credit Agreement (our “credit agreement”) to replace our Seventh Amended and Restated Credit Agreement. The credit agreement provides for a $900 million senior secured revolving credit facility that expires on March 4, 2031, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions, provided that if more than $150 million of our 8.250 % senior unsecured notes due January 15, 2029 (the “2029 Notes”) remain outstanding as of October 16, 2028, the credit agreement matures on such date or if more than $150 million of our 8.875 % senior unsecured notes due April 15, 2030 (the “2030 Notes”) remain outstanding as of January 14, 2030, the credit agreement matures on such date.
The credit agreement also defines certain terms and covenants including: (i) the maximum Consolidated Leverage Ratio covenant (our “leverage ratio”) as (A) 5.75 to 1.00 for the fiscal quarters ending March 31, 2026 through December 31, 2027 and (B) 5.50 to 1.00 thereafter; (ii) the minimum Consolidated Interest Coverage Ratio covenant as (A) 2.00 to 1.00 for the fiscal quarters ending March 31, 2026 through December 31, 2026, (B) 2.15 to 1.00 for the fiscal quarters ending March 31, 2027 through December 31, 2027, and (C) 2.25 to 1.00 thereafter; and (iii) the maximum Senior Secured Leverage Ratio as 2.50 to 1.00.
At September 30, 2026, the key terms for rates under our senior secured credit facility, which are dependent on our leverage ratio (as defined in the credit agreement), are as follows:
•The interest rate on borrowings may be based on an alternate base rate or SOFR, at our option. Interest on alternate base rate loans is equal to the sum of (a) the highest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate in effect on such day plus 0.5 % and (iii) the Adjusted Term SOFR (as defined in our credit agreement) for a one-month tenor in effect on such day plus 1 % and (b) the applicable margin. Interest on Term SOFR borrowings is equal to the sum of (a) the Adjusted Term SOFR plus (b) the applicable margin. The Adjusted Term SOFR is equal to the Term SOFR rate (as defined in our credit agreement) for such period. The applicable margin varies from 1.25 % to 2.50 % on alternate base rate borrowings and from 2.25 % to 3.50 % on Term SOFR borrowings depending on our leverage ratio. Our leverage ratio is recalculated quarterly and in connection with each material acquisition. At September 30, 2026, the applicable margins on our borrowings were 2.25 % for alternate base rate borrowings and 3.25 % for Term SOFR borrowings based on our leverage ratio.
•Letter of credit fee rates range from 2.25 % to 3.50 % based on our leverage ratio as computed under the credit agreement and can fluctuate quarterly. At September 30, 2026, our letter of credit rate was 3.25 %.
•We pay a commitment fee on the unused portion of the senior secured credit facility. The commitment fee rates on the unused committed amount range from 0.30 % to 0.50 % per annum depending on our leverage ratio. At September 30, 2026, our commitment fee rate on the unused committed amount was 0.50 %.
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•We have the ability to increase the aggregate size of the senior secured credit facility up to $1.3 billion, in the form of additional revolving commitments or an incremental term loan, subject to lender consent and certain other customary conditions.
At September 30, 2026, we had no borrowings outstanding under our senior secured credit facility. Our inventory financing sublimit as of September 30, 2026 was $10.5 million of the maximum allowed of $200 million. Our credit agreement allows up to $50 million of the capacity to be used for letters of credit, of which $5.6 million was outstanding at September 30, 2026. Due to the revolving nature of loans under our senior secured credit facility, additional borrowings, periodic repayments and re-borrowings may be made until the maturity date. The total amount available for borrowings under our senior secured credit facility at September 30, 2026 was $894.4 million, subject to compliance with covenants. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.
Senior Unsecured Notes Transactions
On March 4, 2026, we issued $750.0 million in aggregate principal amount of 6.750 % senior unsecured notes due March 15, 2034 (the “2034 Notes”). Interest payments are due March 15 and September 15 of each year, beginning on September 15, 2026. The issuance of our 2034 Notes generated net proceeds of approximately $735.9 million, net of issuance costs incurred. The net proceeds were used to purchase $416.1 million in principal of our 7.750 % senior unsecured notes due February 1, 2028 (the “2028 Notes”) and pay the accrued interest, tender premium and fees on the notes that were validly tendered in the tender offer that ended March 20, 2026, and redeem the remaining $263.3 million outstanding in principal on our 2028 Notes and pay the related accrued interest on those redeemed notes on March 22, 2026 in accordance with the indentures governing the 2028 Notes. In addition, the remaining net proceeds from the issuance of our 2034 Notes were used to purchase a portion of the outstanding Class A Convertible Preferred Units (as further discussed in Note 11). We incurred a loss of $3.4 million associated with the tender premium and fees and the write-off of the related unamortized debt issuance costs on our 2028 Notes, which is recorded as “Other expense” in our Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2026.
On April 3, 2025, using a portion of the cash proceeds from the sale of the Alkali Business (as further discussed in Note 4), we redeemed the remaining $406.2 million of principal outstanding on the 8.000 % senior unsecured notes due January 15, 2027 (the “2027 Notes”), and paid the related accrued interest and redemption premium on those notes that were redeemed. We incurred a net loss of $8.9 million associated with the redemption premium and the write-off of the related unamortized debt issuance costs and premium on the redeemed 2027 Notes, which is recorded in “Other expense” in our Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025.
Our $3.2 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by all of Genesis Energy, L.P.’s current and future 100 % owned domestic subsidiaries (the “Guarantor Subsidiaries”), except for Genesis AR LLC, Genesis AR Holdings LLC and certain other immaterial subsidiaries. Genesis AR LLC, Genesis AR Holdings LLC and the other immaterial non-Guarantor Subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets, other than accounts receivables sold to Genesis AR LLC, that we use to operate our business. As a general rule, the assets and credit of our unrestricted subsidiaries are not available to satisfy the debts of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries, and the liabilities of our unrestricted subsidiaries do not constitute obligations of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries.
11. Partners’ Capital (Deficit), Mezzanine Capital and Distributions
At September 30, 2026, our outstanding common units consisted of 122,174,321 Class A Common Units and 39,997 Class B Common Units. The Class A Common Units are traditional common units in us. The Class B Common Units are identical to the Class A Common Units and, accordingly, have voting and distribution rights equivalent to those of the Class A Common Units, and, in addition, the Class B Common Units have the right to elect all of our board of directors and are convertible into Class A Common Units under certain circumstances, subject to certain exceptions. At September 30, 2026, we had 9,236,530 Class A Convertible Preferred Units outstanding, which are discussed below in further detail.
In an effort to return capital to our investors, we announced a common equity repurchase program (the “Repurchase Program”) on August 8, 2023. The Repurchase Program authorizes the repurchase from time to time of up to 10 % of our then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. These repurchases may be made pursuant to a repurchase plan or plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The Repurchase Program does not create an obligation for us to acquire a particular number of Class A Common Units and any Class A Common Units repurchased will be cancelled. The Repurchase Program will be reviewed no later than December 31, 2026 and may be suspended or discontinued at any time
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prior thereto. During the nine months ended September 30, 2026, we repurchased and cancelled a total of 250,000 14.57 3.6
Distributions
We paid, or will pay, by the dates noted below, the following cash distributions to our common unitholders in 2025 and 2026:
| Distribution For | Date Paid | Per Unit Amount | Total Amount | ||||||||||||||||||||
| 2025 | |||||||||||||||||||||||
1st Quarter | $ | $ | |||||||||||||||||||||
2nd Quarter | $ | $ | |||||||||||||||||||||
3rd Quarter | $ | $ | |||||||||||||||||||||
4th Quarter | $ | $ | |||||||||||||||||||||
| 2026 | |||||||||||||||||||||||
1st Quarter | $ | $ | |||||||||||||||||||||
2nd Quarter | $ | $ | |||||||||||||||||||||
3rd Quarter(1) | $ | $ | |||||||||||||||||||||
(1)This distribution was declared in October 2026 and will be paid to unitholders of record as of October 30, 2026.
Class A Convertible Preferred Units
Our Class A Convertible Preferred Units rank senior to all of our currently outstanding classes or series of limited partner interests with respect to distribution and/or liquidation rights. Holders of our Class A Convertible Preferred Units vote on an as-converted basis with holders of our common units and have certain class voting rights, including with respect to any amendment to the partnership agreement that would adversely affect the rights, preferences or privileges, or otherwise modify the terms, of those Class A Convertible Preferred Units.
Accounting for the Class A Convertible Preferred Units
Our Class A Convertible Preferred Units are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event that is outside of our control. Therefore, we present them as temporary equity in the mezzanine section of the Unaudited Condensed Consolidated Balance Sheets. We initially recognized our Class A Convertible Preferred Units at their issuance date fair value, net of issuance costs, as they were not then redeemable and we did not have plans or expect any events that constitute a change of control in our partnership agreement.
As of September 30, 2026, we will not be required to further adjust the carrying amount of our Class A Convertible Preferred Units until it becomes probable that they would be redeemed. Once redemption becomes probable, we would adjust the carrying amount of our Class A Convertible Preferred Units to the redemption value over a period of time comprising the date redemption first becomes probable and the date the units could first be redeemed.
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Class A Convertible Preferred Units Transactions and Distributions
On June 8, 2026, we entered into a purchase agreement with one of our Class A Convertible Preferred unitholders whereby we purchased 2,454,445 Class A Convertible Preferred Units at a purchase price of $34.38 per unit for total consideration of $84.4 million. In addition, we paid a distribution of $1.8 million (or $0.7183 per unit), which represented the distributions that accrued on these purchased units from April 1, 2026 through June 8, 2026.
On March 6, 2026, we entered into a purchase agreement with one of our Class A Convertible Preferred unitholders whereby we purchased 3,263,127 Class A Convertible Preferred Units at a purchase price of $34.38 per unit for total consideration of $112.2 million. In addition, we paid a distribution of $2.2 million (or $0.6841 per unit), which represented distributions that accrued on these purchased units from January 1, 2026 through March 6, 2026.
On February 3, 2026, we entered into a purchase agreement with one of our Class A Convertible Preferred unitholders whereby we purchased 741,620 Class A Convertible Preferred Units at a purchase price of $33.71 per unit for total consideration of $25.0 million. In addition, we paid a distribution of $0.3 million (or $0.3473 per unit), which represented the distributions that accrued on these purchased units from January 1, 2026 through February 3, 2026.
On March 6, 2025, we entered into purchase agreements with certain Class A Convertible Preferred unitholders whereby we purchased a total of 7,416,196 Class A Convertible Preferred Units at a purchase price of $35.40 per unit for total consideration of $262.5 million. In addition, we paid a distribution of $5.1 million (or $0.6841 per unit), which represented distributions that accrued on these purchased units from January 1, 2025 through March 6, 2025.
There were 9,236,530 and 15,695,722 Class A Convertible Preferred Units outstanding as of September 30, 2026 and December 31, 2025, respectively.
Net Income (Loss) Attributable to Common Unitholders is adjusted for distributions paid and returns attributable to the Class A Convertible Preferred Units in the period. Net Income (Loss) Attributable to Common Unitholders was reduced by $8.7 million and $38.9 million for the three and nine months ended September 30, 2026, respectively, and $14.9 million and $56.7 million for the three and nine months ended September 30, 2025, respectively, due to Class A Convertible Preferred Unit distributions paid in the period (Class A Convertible Preferred Unit distributions are summarized in the table below). For the nine months ended September 30, 2026, Net Income (Loss) Attributable to Common Unitholders was increased by $5.8 million due to returns attributable to the Class A Convertible Preferred Units that accumulated in the period. For the nine months ended September 30, 2025, Net Loss Attributable to Common Unitholders was further reduced by $1.4 million due to returns attributable to the Class A Convertible Preferred Units that accumulated in the period.
We paid, or will pay, by the dates noted below, the following cash distributions to our Class A Convertible Preferred unitholders in 2025 and 2026:
| Distribution For | Date Paid | Per Unit Amount | Total Amount | |||||||||||||||||
| 2025 | ||||||||||||||||||||
1st Quarter(1) | $ | $ | ||||||||||||||||||
2nd Quarter | $ | $ | ||||||||||||||||||
3rd Quarter | $ | $ | ||||||||||||||||||
| 4th Quarter | $ | $ | ||||||||||||||||||
| 2026 | ||||||||||||||||||||
1st Quarter(2)(3) | $ | $ | ||||||||||||||||||
2nd Quarter(4) | $ | $ | ||||||||||||||||||
3rd Quarter(5) | $ | $ | ||||||||||||||||||
(1)Approximately $5.1 million of this distribution was associated with certain Class A Convertible Preferred Units purchased in this period and paid on March 6, 2025.
(2)Approximately $0.3 million of this distribution was associated with certain Class A Convertible Preferred Units purchased in this period and paid on February 3, 2026.
(3)Approximately $2.2 million of this distribution was associated with certain Class A Convertible Preferred Units purchased in this period and paid on March 6, 2026.
(4)Approximately $1.8 million of this distribution was associated with certain Class A Convertible Preferred Units purchased in this period and paid on June 8, 2026.
(5)This distribution was declared in October 2026 and will be paid to unitholders of record as of October 30, 2026.
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Noncontrolling Interests
We own a 64 % membership interest in Cameron Highway Oil Pipeline Company, LLC (“CHOPS”) and are the operator of its pipeline and associated assets (the “CHOPS Pipeline”). We also own an 80 % membership interest in Independence Hub, LLC. For financial reporting purposes, the assets and liabilities of these entities are consolidated with those of our own, with any third party or affiliate interest in our Unaudited Condensed Consolidated Balance Sheets amounts shown as noncontrolling interests in Partners’ Capital (Deficit).
12. Net Income (Loss) Per Common Unit
Basic net income (loss) per common unit is computed by dividing Net Income (Loss) Attributable to Genesis Energy, L.P., after considering income attributable to our Class A Convertible Preferred unitholders, by the weighted average number of common units outstanding.
The dilutive effect of our Class A Convertible Preferred Units is calculated using the if-converted method. Under the if-converted method, the Class A Convertible Preferred Units are assumed to be converted at the beginning of the period (beginning with their respective issuance date), and the resulting common units are included in the denominator of the diluted net income (loss) per common unit calculation for the period being presented. The numerator is adjusted for distributions declared in the period, undeclared distributions that accumulated during the period, and any returns that accumulated in the period. For the three and nine months ended September 30, 2026 and 2025, the effect of the assumed conversion of the Class A Convertible Preferred Units was anti-dilutive and was not included in the computation of diluted earnings per unit.
The following table illustrates the computation of basic and diluted net income (loss) per common unit:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) from continuing operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Less: Accumulated distributions and returns attributable to Class A Convertible Preferred Units | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to common unitholders from continuing operations | ( | ( | ( | ||||||||||||||||||||
| Net loss from discontinued operations | ( | ||||||||||||||||||||||
| Net income (loss) attributable to common unitholders | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Weighted average outstanding units | |||||||||||||||||||||||
| Net income (loss) attributable to common unitholders per common unit from continuing operations - Basic and Diluted | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Net loss per common unit from discontinued operations - Basic and Diluted | ( | ||||||||||||||||||||||
| Net income (loss) per common unit - Basic and Diluted | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
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13. Business Segment Information
We manage our businesses through three divisions that constitute our reportable segments. Our reportable segments are primarily organized around the different products and services we provide to our customers and include the following: (i) offshore pipeline transportation; (ii) marine transportation; and (iii) onshore transportation and services.
Our offshore pipeline transportation segment consists of our offshore transportation of crude oil and natural gas in the Gulf of America, which focuses on providing a suite of services to integrated and large independent energy companies.
Our marine transportation segment provides waterborne transportation of petroleum products (primarily fuel oil, asphalt and other heavy refined products) and crude oil throughout North America primarily to customers such as refiners and large energy companies.
Our onshore transportation and services segment provides services through a combination of purchasing, marketing, storing, and blending crude oil and transporting crude oil and refined products, primarily to crude oil refiners and producers and performs the processing of high sulfur (or “sour”) gas streams for refineries to remove the sulfur and selling the related by-product, NaHS (our sulfur services business).
Substantially all of our revenues are derived from, and substantially all of our assets are located in, the United States.
Our chief operating decision maker, who is our Chief Executive Officer (our “CODM”), evaluates segment performance based on a variety of measures including Segment Margin, segment volumes, and, where relevant, capital investment.
Segment Margin is viewed by our CODM as the primary measure that is most aligned with the measurement principles most consistent with those used in calculating the corresponding amounts in our Unaudited Condensed Consolidated Financial Statements. We define Segment Margin as revenues less product costs, operating expenses (excluding non-cash gains and charges, such as depreciation, amortization and accretion and non-cash effects of our long-term incentive compensation plan), segment general and administrative expenses, all of which are net of the effects of our noncontrolling interests and only associated with our continuing operations, plus our equity in distributable cash generated by our equity investees.
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Segment information for the periods presented below was as follows:
| Offshore pipeline transportation | Marine transportation | Onshore transportation and services | Total | ||||||||||||||||||||
Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| External Customers | $ | $ | $ | $ | |||||||||||||||||||
Intersegment Revenue(1) | ( | ||||||||||||||||||||||
Total revenues of reportable segments(2) | $ | $ | $ | $ | |||||||||||||||||||
| Segment Operating Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Segment Product Costs | ( | ( | |||||||||||||||||||||
Other Segment Items(3) | ( | ( | |||||||||||||||||||||
Segment Margin(4) | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| External Customers | $ | $ | $ | $ | |||||||||||||||||||
Intersegment Revenue(1) | ( | ||||||||||||||||||||||
Total revenues of reportable segments(2) | $ | $ | $ | $ | |||||||||||||||||||
| Segment Operating Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Segment Product Costs | ( | ( | |||||||||||||||||||||
Other Segment Items(3) | ( | ( | |||||||||||||||||||||
Segment Margin(4) | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| External Customers | $ | $ | $ | $ | |||||||||||||||||||
Intersegment Revenue(1) | ( | ||||||||||||||||||||||
Total revenues of reportable segments(2) | $ | $ | $ | $ | |||||||||||||||||||
| Segment Operating Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Segment Product Costs | ( | ( | |||||||||||||||||||||
Other Segment Items(3) | ( | ||||||||||||||||||||||
Segment Margin(4) | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| External Customers | $ | $ | $ | $ | |||||||||||||||||||
Intersegment Revenue(1) | ( | ||||||||||||||||||||||
Total revenues of reportable segments(2) | $ | $ | $ | $ | |||||||||||||||||||
| Segment Operating Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Segment Product Costs | ( | ( | |||||||||||||||||||||
Other Segment Items(3) | ( | ( | |||||||||||||||||||||
Segment Margin(4) | $ | $ | $ | $ | |||||||||||||||||||
(1)Intersegment sales were conducted under terms that we believe were no more or less favorable than then-existing market conditions.
(2)Total revenues of reportable segments in the table above agrees to “Total revenues” as seen in our Unaudited Condensed Consolidated Statements of Operations for each respective period.
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(3)Other Segment Items primarily includes adjustments related to the difference in timing of cash receipts for certain contractual agreements (applicable to our offshore pipeline transportation and onshore transportation and services segments), segment general and administrative expenses less the non-cash effects of our long-term incentive compensation plan (applicable to all reportable segments), net effects of our noncontrolling interests (applicable to our offshore pipeline transportation segment), adjustments to include distributable cash generated by our equity investees (applicable to our offshore pipeline transportation and onshore transportation and services segments), and unrealized gains and losses from the valuation of our commodity derivative transactions (excluding fair value hedges) (applicable to our offshore pipeline transportation and onshore transportation and services segments).
(4)A reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin for the periods is presented below.
Total assets by reportable segment were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Offshore pipeline transportation | $ | $ | |||||||||
| Marine transportation | |||||||||||
| Onshore transportation and services | |||||||||||
| Total reportable segment assets | $ | $ | |||||||||
Other assets(1) | |||||||||||
| Total consolidated assets | $ | $ | |||||||||
(1) For the nine months ended September 30, 2026, certain of the receivables from our wholly-owned subsidiaries in our reportable segments were sold to our wholly-owned subsidiary, Genesis AR LLC, a consolidated and bankruptcy-remote special purpose corporate entity created for the sole purpose of transacting under the AR Facility (see Note 10).
Total growth and maintenance capital expenditures for fixed and intangible assets (including enhancements to existing facilities and construction of growth projects as well as contributions to equity investees) by reportable segment for the nine months ended September 30, 2026 and 2025 were as follows:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Offshore pipeline transportation(1) | $ | $ | |||||||||||||||||||||
| Marine transportation | |||||||||||||||||||||||
| Onshore transportation and services | |||||||||||||||||||||||
| Total reportable segment capital expenditures | $ | $ | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total consolidated capital expenditures | $ | $ | |||||||||||||||||||||
(1)Capital expenditures in our offshore pipeline transportation segment for the nine months ended September 30, 2026 and 2025 represent 100
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Reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Corporate general and administrative expenses | |||||||||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
Adjustment to include distributable cash generated by equity investees not included in income and exclude equity in investees net income(1) | |||||||||||||||||||||||
| Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value | ( | ( | ( | ||||||||||||||||||||
| Other non-cash items | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
Differences in timing of cash receipts for certain contractual arrangements(2) | ( | ( | ( | ( | |||||||||||||||||||
Gain on sale of assets(3) | ( | ||||||||||||||||||||||
| Total Segment Margin | $ | $ | $ | $ | |||||||||||||||||||
(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.
14. Transactions with Related Parties
The transactions with related parties were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues and billings: | |||||||||||||||||||||||
Charges for products and services provided to Poseidon(1) | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Amounts paid to our CEO in connection with the use of his aircraft | $ | $ | $ | $ | |||||||||||||||||||
Charges for products purchased from Poseidon(1) | |||||||||||||||||||||||
Our CEO, Mr. Grant E. Sims, owns an aircraft which is used by us for business purposes in the course of operations. We pay Mr. Sims a fixed monthly fee and reimburse the aircraft management company for costs related to our usage of the aircraft, including fuel and the actual out-of-pocket costs. Based on current market rates for chartering of a private aircraft under long-term, priority arrangements with industry recognized chartering companies, we believe that the terms of this arrangement reflect what we would expect to obtain in an arms-length transaction.
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Transactions with Unconsolidated Affiliates
Poseidon
15. Supplemental Cash Flow Information
The following table provides information regarding the net changes in components of operating assets and liabilities.
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Accounts receivable | $ | ( | $ | ( | |||||||
| Inventories | ( | ||||||||||
| Deferred charges | ( | ||||||||||
| Other current assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | ( | ( | |||||||||
| Net changes in components of operating assets and liabilities | $ | $ | ( | ||||||||
Payments of interest and commitment fees were $190.0 million and $206.3 million for the nine months ended September 30, 2026 and 2025, respectively.
We capitalized interest of $16.7 million during the nine months ended September 30, 2025. We did not capitalize interest during the nine months ended September 30, 2026.
16. Derivatives
Crude Oil and Petroleum Products Hedges
We have exposure to commodity price changes related to our petroleum inventory and purchase commitments. We utilize exchange-traded and over-the-counter derivative instruments (futures, options, basis differentials and swap contracts) to hedge our exposure to crude oil, fuel oil and other petroleum products. Our decision as to whether to designate derivative instruments as fair value hedges for accounting purposes relates to our expectations of the length of time we expect to have the commodity price exposure and our expectations as to whether the derivative contract will qualify as highly effective under accounting guidance in limiting our exposure to commodity price risk. We recognize any changes in the fair value of our derivative contracts as increases or decreases in “Onshore transportation and services product costs” and “Offshore pipeline transportation operating costs” in the Unaudited Condensed Consolidated Statements of Operations. The recognition of changes in fair value of the derivative contracts not designated as hedges for accounting purposes can occur in reporting periods that do not coincide with the recognition of gain or loss on the actual transaction being hedged. Therefore, we will, on occasion, report gains or losses in one period that will be partially offset by gains or losses in a future period when the hedged transaction is completed.
We have designated certain crude oil futures contracts as hedges of crude oil inventory due to our expectation that these contracts will be highly effective in hedging our exposure to fluctuations in crude oil prices during the period that we expect to hold that inventory. We account for these derivative instruments as fair value hedges under the accounting guidance. Changes in the fair value of these derivative instruments designated as fair value hedges are used to offset related changes in the fair value of the hedged crude oil inventory. Any hedge ineffectiveness in these fair value hedges and any amounts excluded
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from effectiveness testing are recorded as a gain or loss within “Onshore transportation and services product costs” in the Unaudited Condensed Consolidated Statements of Operations.
Balance Sheet Netting and Broker Margin Accounts
Our accounting policy is to offset over-the-counter derivative assets and liabilities executed with the same counterparty based on the contract settlement month. Accordingly, we also offset fair value amounts recorded for our exchange-traded derivative contracts against required margin funding in “Current Assets - Other” in our Unaudited Condensed Consolidated Balance Sheets. Certain of our derivatives are transacted through brokerage accounts and are subject to margin requirements as established by the respective exchange. Margin requirements are intended to mitigate a party’s exposure to market volatility and counterparty credit risk. On a daily basis, our account equity (consisting of the sum of our cash margin balance and the fair value of our open derivatives) is compared to our initial margin requirement resulting in the payment or return of variation margin.
As of September 30, 2026, we had a net broker receivable of approximately $0.3 million (consisting of an initial margin of $0.2 million increased by $0.1 million of variation margin). As of December 31, 2025, we had a net broker receivable of approximately $0.8 million (consisting of initial margin of $0.7 million increased by $0.1 million of variation margin). At September 30, 2026 and December 31, 2025, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings.
Financial Statement Impacts
Unrealized gains are subtracted from net income (loss) and unrealized losses are added to net income (loss) in determining cash flows from operating activities. To the extent that we have fair value hedges outstanding, the offsetting change recorded in the fair value of inventory is also eliminated from net income (loss) in determining cash flows from operating activities. Changes in the cash margin balance required to maintain certain of our derivative contracts also affect cash flows from operating activities.
Outstanding Derivatives
At September 30, 2026, we had the following outstanding derivative contracts that were entered into to economically hedge inventory and fixed price purchase commitments.
| Sell (Short) Contracts | Buy (Long) Contracts | |||||||||||||
| Not qualifying or not designated as hedges under accounting rules: | ||||||||||||||
| Crude oil futures: | ||||||||||||||
| Contract volumes (1,000 Bbls) | ||||||||||||||
| Weighted average contract price per Bbl | $ | $ | ||||||||||||
| Crude oil calendar spread swaps: | ||||||||||||||
| Contract volumes (1,000 Bbls) | ||||||||||||||
| Weighted average contract price per Bbl | $ | $ | ||||||||||||
| Crude oil options: | ||||||||||||||
| Contract volumes (1,000 Bbls) | ||||||||||||||
| Weighted average premium received/paid per Bbl | $ | $ | ||||||||||||
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Fair Value of Derivative Assets and Liabilities
The following tables reflect the estimated fair value position of our derivatives at September 30, 2026 and December 31, 2025:
| Unaudited Condensed Consolidated Balance Sheets Location | Fair Value | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Asset Derivatives: | |||||||||||||||||
| Commodity derivatives - futures, swaps and options (undesignated hedges): | |||||||||||||||||
| Gross amount of recognized assets | Accounts Receivable - trade, net; Current Assets - Other(1) | $ | $ | ||||||||||||||
| Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets | Current Assets - Other(1) | ( | ( | ||||||||||||||
| Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets | $ | $ | |||||||||||||||
| Commodity derivatives - futures (designated hedges): | |||||||||||||||||
| Gross amount of recognized assets | Current Assets - Other(1) | $ | $ | ||||||||||||||
| Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets | Current Assets - Other(1) | ( | |||||||||||||||
| Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets | $ | $ | |||||||||||||||
| Liability Derivatives: | |||||||||||||||||
| Commodity derivatives - futures, swaps and options (undesignated hedges): | |||||||||||||||||
| Gross amount of recognized liabilities | Accounts Receivable - trade, net; Current Assets - Other(1) | $ | ( | $ | |||||||||||||
| Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets | Current Assets - Other(1) | ||||||||||||||||
| Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets | $ | $ | |||||||||||||||
| Commodity derivatives - futures (designated hedges): | |||||||||||||||||
| Gross amount of recognized liabilities | Current Assets - Other(1) | $ | $ | ( | |||||||||||||
| Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets | Current Assets - Other(1) | ||||||||||||||||
| Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets | $ | $ | |||||||||||||||
Effect on Operating Results
| Amount of Gain (Loss) Recognized in Income (Loss) | |||||||||||||||||||||||||||||
| Unaudited Condensed Consolidated Statements of Operations Location | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Commodity derivatives - futures, swaps and options: | |||||||||||||||||||||||||||||
| Contracts designated as hedges under accounting guidance | Onshore transportation and services product costs | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||
| Contracts not considered hedges under accounting guidance | Onshore transportation and services product costs; Offshore pipeline transportation operating costs | ( | ( | ||||||||||||||||||||||||||
| Total commodity derivatives | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
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17. Fair-Value Measurements
We classify financial assets and liabilities into the following three levels based on the inputs used to measure fair value:
(1)Level 1 fair values are based on observable inputs such as quoted prices in active markets for identical assets and liabilities;
(2)Level 2 fair values are based on pricing inputs other than quoted prices in active markets for identical assets and liabilities and are either directly or indirectly observable as of the measurement date; and
(3)Level 3 fair values are based on unobservable inputs in which little or no market data exists.
As required by fair value accounting guidance, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Our assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.
The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2026 and December 31, 2025.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Recurring Fair Value Measures | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||
| Commodity and fuel derivatives: | ||||||||||||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Liabilities | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
Our commodity derivatives include exchange-traded and over-the-counter futures, options and swap contracts. The fair values of the exchange-traded derivative contracts are based on unadjusted quoted prices in active markets and are, therefore, included in Level 1 of the fair value hierarchy. The fair values of the over-the-counter derivative contracts were determined using market price quotations and a pricing model. The over-the-counter contracts were considered a Level 2 input in the fair value hierarchy at September 30, 2026 and December 31, 2025.
Other Fair Value Measurements
18. Commitments and Contingencies
We are subject to various environmental laws and regulations. Policies and procedures are in place to aid in monitoring compliance and detecting and addressing releases of crude oil from our pipelines or other facilities; however, no assurance can be made that such environmental releases may not substantially affect our business.
We are subject to lawsuits in the normal course of business and examination by tax and other regulatory authorities. We do not expect such matters presently pending to have a material effect on our financial position, results of operations, or cash flows.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and accompanying notes included in this Quarterly Report on Form 10-Q. The following information and such Unaudited Condensed Consolidated Financial Statements should also be read in conjunction with the audited financial statements and related notes, together with our discussion and analysis of financial position and results of operations, included in our Annual Report.
Included in Management’s Discussion and Analysis of Financial Condition and Results of Operations are the following sections:
•Overview
•Results of Operations
•Liquidity and Capital Resources
•Guarantor Summarized Financial Information
•Non-GAAP Financial Measures
•Forward Looking Statements
Overview
We reported Net Income Attributable to Genesis Energy, L.P. of $2.4 million during the three months ended September 30, 2026 (the “2026 Quarter”) compared to $9.2 million during the three months ended September 30, 2025 (the “2025 Quarter”).
Net Income Attributable to Genesis Energy, L.P. in the 2026 Quarter was impacted by: (i) an increase in depreciation and amortization expense of $3.9 million during the 2026 Quarter (see “Results of Operations” below for additional details); and (ii) an increase in general and administrative expense of $3.1 million (see “Results of Operations” below for additional details).
Cash flow from operating activities was $78.4 million for the 2026 Quarter compared to $70.3 million for the 2025 Quarter. The increase in cash flow from operating activities is primarily attributable to positive changes in working capital in the 2026 Quarter compared to the 2025 Quarter.
Available Cash before Reserves (as defined below in “Non-GAAP Financial Measures”) to our common unitholders was $38.6 million for the 2026 Quarter, an increase of $3.1 million, or 9%, from the 2025 Quarter primarily as a result of a decrease in accumulated distributions to our Class A Convertible Preferred unitholders of $6.1 million, offset partially by an increase in corporate general and administrative expenses of $3.0 million (see “Results of Operations” below for additional details).
Segment Margin (as defined below in “Non-GAAP Financial Measures”) was $147.2 million for the 2026 Quarter, an increase of $0.6 million, from the 2025 Quarter. A more detailed discussion of our segment results and other costs is included below in “Results of Operations.” See “Non-GAAP Financial Measures” below for additional information on Segment Margin.
Market Update
Management’s estimates are based on numerous assumptions about future operations and market conditions, which we believe to be reasonable, but are inherently uncertain. The uncertainties underlying our assumptions could cause our estimates to differ significantly from actual results, including with respect to the duration and severity of the lasting impacts of international conflicts, the result of any economic recession or depression that has occurred or may occur in the future, or the impact of changes in governmental policies (including with respect to tariffs or proposed tariffs, taxes, duties and similar matters affecting international trade) aimed at addressing inflation or other conditions or events, which could cause fluctuations in global economic conditions, including capital and credit markets and commodity prices. We will continue to monitor the current market environment and to the extent conditions deteriorate, we may identify triggering events that may require future evaluations of the recoverability of the carrying value of our long-lived assets, intangible assets and goodwill, which could result in impairment charges that could be material to our results of operations.
Although the ultimate impacts of these international conflicts, changes in governmental policies (including with respect to tariffs or proposed tariffs, taxes, duties and similar matters) and fluctuations in global economic conditions, including capital and credit markets and commodity prices, are still unknown at this time, we believe the fundamentals of our core businesses continue to remain strong, and considering the current industry environment and capital market behavior, we have continued our focus on deleveraging our balance sheet as further explained below in “Liquidity and Capital Resources.”
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Results of Operations
Revenues and Costs and Expenses
Our revenues for the 2026 Quarter increased $35.3 million, or 9%, from the 2025 Quarter and our total costs and expenses increased $44.4 million, or 13%, between the two periods. The decrease in our operating income during the 2026 Quarter is primarily due to: (i) an increase in depreciation and amortization of $3.9 million (see further discussion below); and (ii) an increase in general and administrative expenses of $3.1 million (see further discussion below).
A substantial portion of our revenues and costs are derived from our onshore transportation and services segment, which includes the purchase and sale of crude oil in our crude oil marketing business as well as our other onshore refinery-centric operations. Additionally, our revenues and costs are derived from the operations within our offshore pipeline transportation segment and our marine transportation segment. We describe the impact on revenues and costs for each of our businesses in more detail below.
As it relates to our crude oil marketing business, the average closing price for West Texas Intermediate crude oil on the New York Mercantile Exchange (NYMEX) increased to $87.12 per barrel in the 2026 Quarter as compared to $65.78 per barrel in the 2025 Quarter. We expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil, resulting in a minimal direct impact on Net income (loss), Segment Margin and Available Cash before Reserves. We have limited our direct commodity price exposure in our crude oil operations through the broad use of fee-based service contracts, back-to-back purchase and sale arrangements and hedges. As a result, changes in the price of crude oil would proportionately impact both our revenues and our costs, with a disproportionately smaller impact on Net income (loss), Segment Margin and Available Cash before Reserves. However, we do have some indirect exposure to certain changes in prices for crude oil, particularly if they are significant and extended. We tend to experience more demand for certain of our services when prices increase significantly over extended periods of time, and we tend to experience less demand for certain of our services when prices decrease significantly over extended periods of time. For additional information regarding certain of our indirect exposure to commodity prices, see our segment-by-segment analysis below and the section of our Annual Report entitled “Risks Related to Our Business.” We also have revenues and costs associated with our other refinery-centric operations including our sulfur services business, which we believe is one of the largest producers and marketers of NaHS in North and South America, and from our other logistical assets including pipelines, trucks, terminals, and rail unloading facilities.
We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of America through our offshore pipeline transportation segment, which focuses on providing a suite of services to integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large-reservoir, long-lived crude oil and natural gas properties located primarily in offshore Texas, Louisiana and Mississippi. We own interests in various offshore crude oil and natural gas pipeline systems, platforms and related infrastructure and generate cash flows from fees to customers to utilize our assets. Our costs are primarily related to expenses incurred for the maintenance of our assets, employee compensation, and other operating costs. The majority of operating costs in our offshore pipeline transportation segment are not directly correlated with crude oil prices. Given these facts, we do not expect changes in commodity prices to impact our Net income (loss), Segment Margin or Available Cash before Reserves derived from our offshore crude oil and natural gas pipeline transportation and handling operations in the same manner in which they impact our revenues and costs derived from the purchase and sale of crude oil.
Our marine transportation segment consists of: (i) our inland marine fleet, which transports intermediate refined petroleum products, including asphalt, principally serving refineries and storage terminals along the Gulf Coast, Intracoastal Canal and western river systems of the U.S., primarily along the Mississippi River and its tributaries; (ii) our offshore marine fleet, which transports crude oil and refined petroleum products, principally serving refineries and storage terminals along the Gulf Coast, Eastern Seaboard, Great Lakes and Caribbean; and (iii) our modern, double-hulled tanker, the M/T American Phoenix. Our revenues are driven by the demand for our barge services and associated utilization of our fleets, as well as the day rates we charge, which can be dependent upon market conditions (including supply and demand in the market), amongst other factors. Our costs are principally related to the costs required to maintain our fleets, employee compensation, and other operating costs. The majority of operating costs in our marine transportation segment are not directly correlated with crude oil prices.
Refiners are the shippers of a majority of the volumes transported on our onshore crude oil pipelines. Additionally, refiners contracted for the majority of the revenues from our marine transportation segment during the 2026 Quarter as the vessels in our marine transportation segment are used primarily to transport intermediate refined products (not crude oil) between refining complexes.
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Included below is additional detailed discussion of the results of our operations focusing on Segment Margin and other costs including general and administrative expenses, depreciation and amortization, interest expense, net, and income taxes.
Segment Margin
We define 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 (defined below in “Non-GAAP Financial Measures”) 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. See “Non-GAAP Financial Measures” for further discussion surrounding total Segment Margin.
The contribution of each of our segments to total Segment Margin was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Offshore pipeline transportation | $ | 97,795 | $ | 101,343 | $ | 320,508 | $ | 265,485 | |||||||||||||||
| Marine transportation | 28,680 | 25,570 | 82,246 | 85,408 | |||||||||||||||||||
| Onshore transportation and services | 20,731 | 19,663 | 70,374 | 52,947 | |||||||||||||||||||
| Total Segment Margin | $ | 147,206 | $ | 146,576 | $ | 473,128 | $ | 403,840 | |||||||||||||||
A reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin for the periods presented is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | 14,687 | $ | 23,029 | $ | 90,756 | $ | (3,032) | |||||||||||||||
| Net income attributable to noncontrolling interests | (11,999) | (13,569) | (38,090) | (32,755) | |||||||||||||||||||
| Corporate general and administrative expenses | 19,172 | 15,992 | 56,333 | 72,736 | |||||||||||||||||||
| Depreciation, amortization and accretion | 63,069 | 59,746 | 189,554 | 177,768 | |||||||||||||||||||
| Interest expense, net | 67,275 | 66,407 | 202,207 | 197,199 | |||||||||||||||||||
Adjustment to include distributable cash generated by equity investees not included in income and exclude equity in investees net income(1) | 6,662 | 5,233 | 14,651 | 16,920 | |||||||||||||||||||
Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value | (747) | 136 | (702) | (68) | |||||||||||||||||||
| Other non-cash items | (3,128) | (3,307) | (11,515) | (10,258) | |||||||||||||||||||
| Loss on debt extinguishment | — | — | 3,570 | 9,779 | |||||||||||||||||||
Differences in timing of cash receipts for certain contractual arrangements(2) | (7,785) | (7,091) | (16,200) | (24,449) | |||||||||||||||||||
Gain on sale of assets(3) | — | — | (17,436) | — | |||||||||||||||||||
| Total Segment Margin | $ | 147,206 | $ | 146,576 | $ | 473,128 | $ | 403,840 | |||||||||||||||
(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 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)During the nine months ended September 30, 2026, we recognized a gain on the sale of assets of $17.4 million associated with the divestiture of certain non-core natural gas pipeline and platform assets within our offshore pipeline transportation segment.
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Offshore Pipeline Transportation Segment
Operating results and volumetric data for our offshore pipeline transportation segment are presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Offshore crude oil pipeline revenue, net to our ownership interest and excluding non-cash revenues | $ | 95,900 | $ | 100,034 | $ | 316,932 | $ | 253,623 | |||||||||||||||
| Offshore natural gas pipeline revenue, excluding non-cash revenues | 12,167 | 13,181 | 40,278 | 39,186 | |||||||||||||||||||
Offshore pipeline operating costs, net to our ownership interest and excluding non-cash expenses(1) | (29,157) | (27,292) | (94,604) | (78,056) | |||||||||||||||||||
Distributions from equity investments(2) | 18,885 | 15,420 | 57,902 | 50,732 | |||||||||||||||||||
| Offshore pipeline transportation Segment Margin | $ | 97,795 | $ | 101,343 | $ | 320,508 | $ | 265,485 | |||||||||||||||
| Volumetric Data 100% basis: | |||||||||||||||||||||||
| Crude oil pipelines (average Bbls/day unless otherwise noted): | |||||||||||||||||||||||
| CHOPS | 365,171 | 360,925 | 395,489 | 332,987 | |||||||||||||||||||
| Poseidon | 246,158 | 251,788 | 276,218 | 248,326 | |||||||||||||||||||
| Odyssey | 58,158 | 63,583 | 61,929 | 66,209 | |||||||||||||||||||
GOPL(3) | 1,520 | 1,395 | 1,459 | 1,486 | |||||||||||||||||||
| Total crude oil offshore pipelines | 671,007 | 677,691 | 735,095 | 649,008 | |||||||||||||||||||
| Natural gas transportation volumes (MMBtus/day) | 289,644 | 425,801 | 350,918 | 410,511 | |||||||||||||||||||
Volumetric Data net to our ownership interest(4): | |||||||||||||||||||||||
| Crude oil pipelines (average Bbls/day unless otherwise noted): | |||||||||||||||||||||||
| CHOPS | 233,709 | 230,992 | 253,113 | 213,112 | |||||||||||||||||||
| Poseidon | 157,541 | 161,144 | 176,780 | 158,929 | |||||||||||||||||||
| Odyssey | 16,866 | 18,439 | 17,959 | 19,201 | |||||||||||||||||||
GOPL(3) | 1,520 | 1,395 | 1,459 | 1,486 | |||||||||||||||||||
| Total crude oil offshore pipelines | 409,636 | 411,970 | 449,311 | 392,728 | |||||||||||||||||||
| Natural gas transportation volumes (MMBtus/day) | 86,571 | 110,234 | 103,166 | 106,588 | |||||||||||||||||||
(1)The increase in operating costs is primarily related to an increase in costs associated with accommodating our higher level of volumes in 2026, such as fuel and drag reducing agent costs, which are often rebilled to the associated producers and do not have a significant impact to our Segment Margin.
(2)Offshore pipeline transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting for the three and nine months ended September 30, 2026 and 2025.
(3)One of our wholly-owned subsidiaries (GEL Offshore Pipeline, LLC, or “GOPL”) owns our undivided interest in the Eugene Island pipeline system.
(4)Volumes are the product of our effective ownership interest throughout the period multiplied by the relevant throughput over the given period.
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Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Offshore pipeline transportation Segment Margin for the 2026 Quarter decreased $3.5 million, or 4%, from the 2025 Quarter primarily due to: (i) producer downtime at several legacy fields from planned and unplanned maintenance; and (ii) producer underperformance at several key fields attached to our pipeline infrastructure, including the Shenandoah floating production unit (“FPU”), which had operational challenges at several of its wells during the 2026 Quarter. As a result of these challenges at Shenandoah, volumes during the 2026 Quarter were below the minimum volume commitment (“MVC”) and we were only able to recognize our MVC in Segment Margin, whereas production volumes from Shenandoah exceeded the MVC in the 2025 Quarter. The production from all of these impacted fields and wells impacted our results as they are molecules that we touch multiple times throughout our oil and natural gas pipeline infrastructure. These decreases were partially offset by a full quarter of production volumes in the 2026 Quarter associated with the Salamanca FPU, which began producing in September 2025. The Salamanca FPU ties into our existing 100% owned SEKCO Pipeline for further transportation downstream on our 64% owned Poseidon Pipeline.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Offshore pipeline transportation Segment Margin for the nine months ended September 30, 2026 increased $55.0 million, or 21%, from the nine months ended September 30, 2025 primarily due to: (i) production volumes associated with the deepwater Shenandoah FPU, which ties into our 100% owned SYNC Pipeline for further transportation downstream to our 64% owned CHOPS Pipeline, that began producing in July 2025 (Segment Margin benefited from the commencement of contractual minimum volume commitments in June 2025); and (ii) nine months of production volumes in 2026 from the Salamanca FPU, which began producing in September 2025 and had a minimal impact to the 2025 period. The Salamanca FPU ties into our existing 100% owned SEKCO Pipeline for further transportation downstream on our 64% owned Poseidon Pipeline. These increases were partially offset by a decrease in production volumes during the 2026 Quarter on certain of our offshore crude oil and natural gas pipelines primarily as a result of downtime from planned and unplanned producer maintenance.
Activity in and around our Gulf of America asset base continues to be robust. During the first quarter of 2026, a fourth well at the Salamanca FPU was successfully brought online with two additional wells expected to be drilled in early 2027. In addition, the Monument development, a two-well sub-sea tieback to the Shenandoah FPU with production dedicated to our 100% owned SYNC Pipeline for further transportation downstream to our 64% owned CHOPS Pipeline, is expected to have first production in the first half of 2027.
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Marine Transportation Segment
As of September 30, 2026, within our marine transportation segment, we owned a fleet of 87 barges (78 inland and 9 offshore) with a combined transportation capacity of approximately 3.0 million barrels, 42 push/tow boats (32 inland and 10 offshore), and a 330,000 barrel capacity ocean going tanker, the M/T American Phoenix.
Operating results for our marine transportation segment were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues (in thousands): | |||||||||||||||||||||||
| Inland freight revenues | $ | 33,501 | $ | 30,929 | $ | 98,198 | $ | 98,391 | |||||||||||||||
| Offshore freight revenues | 32,270 | 29,891 | 89,836 | 91,667 | |||||||||||||||||||
Other rebill revenues(1) | 24,293 | 16,238 | 63,018 | 47,261 | |||||||||||||||||||
| Total segment revenues | $ | 90,064 | $ | 77,058 | $ | 251,052 | $ | 237,319 | |||||||||||||||
| Operating costs, excluding non-cash expenses (in thousands) | (61,384) | (51,488) | (168,806) | (151,911) | |||||||||||||||||||
| Segment Margin (in thousands) | $ | 28,680 | $ | 25,570 | $ | 82,246 | $ | 85,408 | |||||||||||||||
Fleet Utilization:(2) | |||||||||||||||||||||||
| Inland Barge Utilization | 97.9 | % | 91.2 | % | 97.1 | % | 94.3 | % | |||||||||||||||
| Offshore Barge Utilization | 96.5 | % | 89.7 | % | 96.0 | % | 94.3 | % | |||||||||||||||
(1)Under certain of our marine contracts, we “rebill” our customers for a portion of our operating costs.
(2)Utilization rates are based on a 365-day year, as adjusted for planned downtime and dry-dockings.
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Marine transportation Segment Margin for the 2026 Quarter increased $3.1 million, or 12%, from the 2025 Quarter primarily due to: (i) an increase in fleet utilization in our inland and offshore barge businesses during the 2026 Quarter; and (ii) an increase in day rates in our inland barge business due to a recovery in rates from the 2025 Quarter that experienced a decline in Midwest refinery demand for black oil equipment as a result of changing crude slates to lighter oil. In addition, our M/T American Phoenix had a higher contractual rate during the 2026 Quarter compared to the 2025 Quarter.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Marine transportation Segment Margin for the nine months ended September 30, 2026 decreased $3.2 million, or 4%, from the nine months ended September 30, 2025 primarily due to an increase in planned dry-docking days in our inland and offshore barge businesses. In our offshore barge business, revenues during the first nine months of 2026 were impacted by several required and planned regulatory dry-dockings, including our two largest vessels, both of which were completed and back in service before the end of the 2026 Quarter (one in June and one in August). These decreases in Segment Margin were partially offset by a contractual rate increase on our M/T American Phoenix during the first nine months of 2026 compared to the first nine months of 2025. As we exited the 2026 Quarter, supply and demand fundamentals were strong and benefited from Venezuelan crude oil coming into Gulf Coast refineries, and we expect this to continue in the fourth quarter of 2026.
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Onshore Transportation and Services Segment
Our onshore transportation and services segment includes terminaling, blending, storing, and marketing of crude oil, and transporting of 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”). Our onshore transportation and services segment utilizes an integrated set of pipelines, storage tanks, terminals, facilities, trucks and barges to facilitate the movement of crude oil and refined products on behalf of producers, refiners and other customers. This segment includes crude oil and refined products pipelines, terminals, rail unloading facilities, and refinery processing locations operating primarily within the U.S. Gulf Coast market. In addition, we utilize our trucking fleet that supports the purchase and sale of gathered and bulk-purchased crude oil as well as the sale and delivery of NaHS and NaOH (also known as caustic soda) to customers. Through these assets we offer our customers a full suite of services, including the following as of September 30, 2026:
•facilitating the transportation of crude oil and refined products from producers and from our terminals, as well as those owned by third parties, to refineries via pipelines and trucks;
•purchasing/selling and/or transporting, storing, and blending crude oil from the wellhead to markets for ultimate use in refining;
•purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers, storing, and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets;
•unloading railcars at our crude-by-rail terminals;
•providing sulfur removal services from crude oil processing operations at refining or petrochemical processing facilities;
•operating storage and transportation assets in relation to our sulfur removal services; and
•selling NaHS and caustic soda to large industrial and commercial companies.
We also may use our terminal facilities to take advantage of contango market conditions for crude oil gathering and marketing and to capitalize on regional opportunities, which arise from time to time for both crude oil and petroleum products.
Despite crude oil being considered a somewhat homogeneous commodity, many refiners are very particular about the quality of crude oil feedstock they process. Many U.S. refineries have distinct configurations and product slates that require crude oil with specific characteristics, such as gravity, sulfur content and metals content. The refineries evaluate the costs to obtain, transport and process their preferred feedstocks. That particularity provides us with opportunities to help the refineries in our areas of operation identify crude oil sources and transport crude oil meeting their requirements. The imbalances and inefficiencies relative to meeting the refiners’ requirements may also provide opportunities for us to utilize our purchasing and logistical skills to meet their demands. The pricing in the majority of our crude oil purchase contracts contains a market price component and a deduction to cover the cost of transportation and to provide us with a margin. Contracts sometimes contain a grade differential, which considers the chemical composition of the crude oil and its appeal to different customers. Typically, the pricing in a contract to sell crude oil will consist of the market price components and the grade differentials. The margin on individual transactions is then dependent on our ability to manage our transportation costs and to capitalize on grade differentials.
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Operating results from our onshore transportation and services segment were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Gathering, marketing and logistics revenue | $ | 160,733 | $ | 136,189 | $ | 543,786 | $ | 392,424 | |||||||||||||||
| Crude oil pipeline tariffs and revenues | 9,650 | 6,978 | 26,345 | 18,468 | |||||||||||||||||||
| Sulfur services revenues, excluding non-cash revenues | 37,725 | 33,262 | 110,072 | 106,700 | |||||||||||||||||||
| Crude oil and products costs, excluding unrealized gains and losses from derivative transactions | (141,231) | (114,701) | (480,205) | (335,075) | |||||||||||||||||||
| Operating costs, excluding non-cash expenses | (47,199) | (43,386) | (136,338) | (131,446) | |||||||||||||||||||
| Other | 1,053 | 1,321 | 6,714 | 1,876 | |||||||||||||||||||
| Segment Margin | $ | 20,731 | $ | 19,663 | $ | 70,374 | $ | 52,947 | |||||||||||||||
| Volumetric Data: | |||||||||||||||||||||||
| Onshore crude oil pipelines (average Bbls/day): | |||||||||||||||||||||||
| Texas | 154,364 | 88,989 | 131,624 | 83,279 | |||||||||||||||||||
| Jay | 8,294 | 7,595 | 8,668 | 5,332 | |||||||||||||||||||
| Mississippi | 797 | 1,093 | 960 | 1,113 | |||||||||||||||||||
Louisiana(1) | 50,920 | 60,551 | 58,037 | 49,050 | |||||||||||||||||||
| Onshore crude oil pipelines total | 214,375 | 158,228 | 199,289 | 138,774 | |||||||||||||||||||
| Crude oil product sales (average Bbls/day) | 18,141 | 18,327 | 20,568 | 17,881 | |||||||||||||||||||
| Rail unload volumes (average Bbls/day) | 23,164 | 25,695 | 20,678 | 23,741 | |||||||||||||||||||
| NaHS volumes (Dry short tons “DST” sold) | 21,330 | 20,620 | 63,668 | 69,749 | |||||||||||||||||||
| NaOH (caustic soda) volumes (DST sold) | 9,472 | 9,598 | 27,403 | 26,821 | |||||||||||||||||||
(1)Total daily volumes for the 2026 Quarter and the 2025 Quarter include 20,555 and 23,532 Bbls/day, respectively, of intermediate refined petroleum products and 29,313 and 36,414 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines. Total daily volumes for the nine months ended September 30, 2026 and 2025 include 27,504 and 19,533 Bbls/day, respectively, of intermediate refined petroleum products and 28,820 and 29,313 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Onshore transportation and services Segment Margin for the 2026 Quarter increased $1.1 million, or 5%, from the 2025 Quarter primarily due to an increase in volumes transported on our onshore crude oil pipeline systems. We experienced 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. In our sulfur services business, we experienced an increase in Segment Margin in the 2026 Quarter primarily due to an increase in the index-based NaHS sales prices and an increase in NaHS sales volumes.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Onshore transportation and services Segment Margin for the nine months ended September 30, 2026 increased $17.4 million, or 33%, from the nine months ended September 30, 2025 primarily due to an increase in volumes transported on our onshore crude oil pipeline systems and increased activity and volumes in our crude oil marketing business. We experienced 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, and benefited from an increase in refined product volumes at our Baton Rouge terminal. In our sulfur services business, we experienced an increase in Segment Margin in the first nine months of 2026 primarily due to an increase in the index-based NaHS sales prices, which was partially offset by a decrease in NaHS sales volumes primarily due to operational challenges and planned downtime at our largest and lowest-cost host refinery.
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Other Costs, Interest and Income Taxes
General and administrative expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| General and administrative expenses not separately identified below: | |||||||||||||||||||||||
| Corporate | $ | 14,442 | $ | 11,423 | $ | 41,638 | $ | 33,448 | |||||||||||||||
| Segment | 714 | 705 | 2,129 | 2,074 | |||||||||||||||||||
| Long-term incentive compensation expense | 2,692 | 2,831 | 3,986 | 9,305 | |||||||||||||||||||
Third party costs related to business development activities and growth projects | 496 | 329 | 7,562 | 25,847 | |||||||||||||||||||
| Total general and administrative expenses | $ | 18,344 | $ | 15,288 | $ | 55,315 | $ | 70,674 | |||||||||||||||
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Total general and administrative expenses for the 2026 Quarter increased by $3.1 million, or 20%, from the 2025 Quarter. This increase is primarily due to an increase in corporate general and administrative expenses.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Total general and administrative expenses for the first nine months of 2026 decreased by $15.4 million, or 22%, from the first nine months of 2025. This decrease is primarily due to: (i) a reduction in third party costs related to business development activities and growth projects as the nine months ended September 30, 2025 included the transaction costs incurred associated with the sale of the Alkali Business on February 28, 2025; and (ii) a reduction in long-term incentive compensation expense as a result of how we valued the outstanding awards under our long-term incentive compensation plan in each period. These decreases were partially offset by an increase in corporate general and administrative expenses.
Depreciation and amortization expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Depreciation expense | $ | 58,484 | $ | 54,486 | $ | 175,506 | $ | 161,433 | |||||||||||||||
| Amortization expense | 2,474 | 2,582 | 7,494 | 7,711 | |||||||||||||||||||
| Total depreciation and amortization expense | $ | 60,958 | $ | 57,068 | $ | 183,000 | $ | 169,144 | |||||||||||||||
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Total depreciation and amortization expense for the 2026 Quarter increased $3.9 million, or 7%, from the 2025 Quarter. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service during the 2025 Quarter, including assets associated with our SYNC Pipeline, and subsequent to the 2025 Quarter.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Total depreciation and amortization expense for the first nine months of 2026 increased $13.9 million, or 8%, from the first nine months of 2025. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service throughout the first nine months of 2025, including assets associated with our CHOPS expansion project and SYNC Pipeline.
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Interest expense, net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Interest expense, senior secured credit facility (including commitment fees) and AR Facility, net | $ | 2,517 | $ | 3,102 | $ | 6,634 | $ | 9,990 | |||||||||||||||
| Interest expense, senior unsecured notes | 61,906 | 62,413 | 187,183 | 196,903 | |||||||||||||||||||
| Amortization of debt issuance costs, premium and discount | 2,852 | 2,748 | 8,390 | 7,004 | |||||||||||||||||||
| Capitalized interest | — | (1,856) | — | (16,698) | |||||||||||||||||||
| Interest expense, net | $ | 67,275 | $ | 66,407 | $ | 202,207 | $ | 197,199 | |||||||||||||||
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Interest expense, net for the 2026 Quarter increased $0.9 million, or 1%, from the 2025 Quarter primarily due to a decrease in capitalized interest in the 2026 Quarter as a result of the completion of the SYNC Pipeline project in 2025.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Interest expense, net for the first nine months of 2026 increased $5.0 million, or 3%, from the first nine months of 2025 primarily due to a decrease in capitalized interest during 2026 as a result of the completion of the CHOPS expansion project and SYNC Pipeline project in 2025. This increase was partially offset by: (i) a decrease in interest expense on our senior unsecured notes; and (ii) a reduction in interest expense, net on our senior secured credit facility as a result of a decrease in the average borrowings outstanding during 2026. The decrease to interest expense on our senior unsecured notes during 2026 is primarily a result of the redemption of the remaining $406.2 million of principal outstanding on the 2027 Notes on April 3, 2025.
Income tax expense
A portion of our operations are owned by wholly-owned corporate subsidiaries that are taxable as corporations. As a result, a substantial portion of the income tax expense we record relates to the operations of those corporations and will vary from period to period as a percentage of our income before taxes based on the percentage of our income or loss that is derived from those corporations. The balance of the income tax expense we record relates to state taxes imposed on our operations that are treated as income taxes under generally accepted accounting principles and foreign income taxes.
37
Liquidity and Capital Resources
General
On February 28, 2025 we completed the sale of the Alkali Business to an indirect affiliate of WE Soda Ltd for a gross purchase price of $1.425 billion. We received cash of approximately $1.0 billion, which reflected the net proceeds after the payment of transaction costs and expenses and the assumption of our then outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd. We used the cash proceeds to pay down the outstanding balance on our senior secured credit facility as of February 28, 2025, purchase 7,416,196 Class A Convertible Preferred Units on March 6, 2025 at a purchase price of $35.40 per unit, and redeem the remaining $406.2 million of principal outstanding on the 2027 Notes on April 3, 2025.
On February 3, 2026, we entered into a purchase agreement with one of our Class A Convertible Preferred unitholders whereby we purchased 741,620 Class A Convertible Preferred units at a purchase price of $33.71 per unit.
On March 4, 2026, we entered into the Eighth Amended and Restated Credit Agreement to replace our Seventh Amended and Restated Credit Agreement. The credit agreement increased our senior secured credit facility borrowing capacity from $800 million to $900 million and extended the maturity to March 4, 2031, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions, provided that if more than $150 million of our 2029 Notes remain outstanding as of October 16, 2028, the credit agreement matures on such date, or if more than $150 million of our 2030 Notes remain outstanding as of January 14, 2030, the credit agreement matures on such date. The credit agreement also provides for additional covenant flexibility and increases our permitted investment baskets, enabling us to maintain a disciplined, yet opportunistic approach to our future capital allocation priorities.
Also on March 4, 2026, we issued $750.0 million in aggregate principal amount of our 2034 Notes. The issuance of our 2034 Notes generated net proceeds of approximately $735.9 million, net of issuance costs incurred. The net proceeds were used to purchase $416.1 million in principal of our 2028 Notes (which carried an interest rate of 7.750%) and pay the accrued interest, tender premium and fees on the notes that were validly tendered in the tender offer that ended March 20, 2026, and redeem the remaining $263.3 million in principal on our 2028 Notes and pay the related accrued interest on those redeemed notes on March 22, 2026.
On March 6, 2026, utilizing the remaining net proceeds from the issuance of our 2034 Notes, along with cash flow from operations and borrowings from the recently expanded capacity on our senior secured credit facility, we entered into a purchase agreement with one of our Class A Convertible Preferred unitholders whereby we opportunistically purchased 3,263,127 Class A Convertible Preferred Units at a purchase price of $34.38 per unit.
On June 3, 2026, we completed the divestiture of certain non-core natural gas pipeline and platform assets in our offshore pipeline transportation segment for total consideration of $95.0 million. We utilized these proceeds to purchase a portion of our outstanding Class A Convertible Preferred Units on June 8, 2026, whereby we entered into a purchase agreement with one of our Class A Convertible Preferred unitholders to purchase 2,454,445 Class A Convertible Preferred Units at a purchase price of $34.38 per unit.
The purchases of these Class A Convertible Preferred Units, which carried an annual coupon rate of 11.24%, have allowed us to lower our overall cost of capital. As of September 30, 2026, we had 9,236,530 outstanding Class A Convertible Preferred Units, which is a significant reduction from the balance as of December 31, 2025 to our highest cost of capital instrument.
On June 26, 2026, we entered into a three-year $99.5 million AR Facility whereby we sell, on an on-going basis, certain of the receivables from our wholly-owned subsidiaries, together with the related security and interest in the proceeds, to our wholly-owned subsidiary Genesis AR LLC, a consolidated and bankruptcy-remote special purpose entity created for the sole purpose of transacting under the AR Facility. Our AR Facility bears interest at SOFR plus 1.375%, which reduces our overall cost of capital relative to our other outstanding indebtedness.
The successful completion of the above events has extended our debt maturity profile, with nothing maturing until January 15, 2029, eliminated any near-term refinancing risk, lowered our overall cost of capital and reduced the cash costs of running our businesses significantly, while continuing to simplify and strengthen our capital structure. In addition, we have significant available liquidity for future opportunistic transactions and capital allocation priorities with $894.4 million available for borrowings under our senior secured credit facility at September 30, 2026, subject to compliance with covenants.
We anticipate that our future internally-generated funds and the funds available under our senior secured credit facility will allow us to meet our ordinary course capital needs. Our primary sources of liquidity have been cash flows from operations, proceeds from the sale of assets, borrowing availability under our senior secured credit facility, borrowings from our AR Facility, the proceeds from issuances of equity (common and preferred) and senior unsecured or secured notes and the creation of strategic arrangements to share capital costs through joint ventures or strategic alliances.
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Our primary cash requirements consist of:
•working capital, primarily inventories and trade receivables and payables;
•routine operating expenses;
•capital expenditures;
•interest payments related to outstanding debt;
•asset retirement obligations;
•quarterly cash distributions to our preferred and common unitholders; and
•acquisitions of assets or businesses.
Capital Resources
Our ability to satisfy future capital needs will depend on our ability to raise additional capital from time to time, including through equity and debt offerings (public and private), borrowings under our senior secured credit facility and other financing transactions, and to implement our growth strategy successfully. No assurance can be made that we will be able to raise necessary funds on satisfactory terms.
At September 30, 2026, the principal amount of long-term debt outstanding totaled $3,150.0 million related to our senior unsecured notes, with no borrowings outstanding under our senior secured credit facility. Our senior unsecured notes balance is comprised of $600.0 million of our 2029 Notes, $500.0 million of our 2030 Notes, $700.0 million of our 7.875% senior unsecured notes due May 15, 2032, $600.0 million of our 8.000% senior unsecured notes due May 15, 2033, and $750.0 million of our 2034 Notes. We also had current borrowings outstanding of $99.5 million under our AR Facility.
The available borrowing capacity under our senior secured credit facility at September 30, 2026 is $894.4 million, subject to compliance with covenants. Our inventory financing sublimit as of September 30, 2026 was $10.5 million of the maximum allowed of $200.0 million. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.
Shelf Registration Statement
We have the ability to issue additional equity and debt securities in the future to assist us in meeting our future liquidity requirements, particularly those related to opportunistically acquiring assets and businesses, constructing new facilities and refinancing outstanding debt.
We have a universal shelf registration statement (our “2024 Shelf”) on file with the SEC which we filed on April 16, 2024 to replace our existing universal shelf registration statement that expired on April 19, 2024. Our 2024 Shelf allows us to issue an unlimited amount of equity and debt securities in connection with certain types of public offerings. However, the receptiveness of the capital markets to an offering of equity and/or debt securities cannot be assured and may be negatively impacted by, among other things, our long-term business prospects and other factors beyond our control, including market conditions. Our 2024 Shelf is set to expire in April 2027. We expect to file a replacement universal shelf registration statement before our 2024 Shelf expires.
Cash Flows from Operations
We generally utilize the cash flows we generate from our operations to fund our common and preferred distributions and working capital needs. Excess funds that are generated are used to repay borrowings under our senior secured credit facility or AR Facility and/or to fund our capital expenditures. Our operating cash flows can be impacted by changes in items of working capital, primarily variances in the carrying amount of inventory and the timing of payments of accounts payable and accrued liabilities related to interest charges, and the timing of accounts receivable collections from our customers.
We typically sell our crude oil in the same month in which we purchase it, so we do not need to rely on borrowings under our senior secured credit facility or AR Facility to pay for such crude oil purchases, other than inventory. During such periods, our accounts receivable and accounts payable generally move in tandem as we make payments and receive payments for the purchase and sale of crude oil.
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The storage of our inventory of crude oil and petroleum products can have a material impact on our cash flows from operating activities. In the month we pay for the stored crude oil or petroleum products, we borrow under our senior secured credit facility or AR Facility (or use cash on hand) to pay for the crude oil or petroleum products, utilizing a portion of our operating cash flows. Conversely, cash flow from operating activities increases during the period in which we collect the cash from the sale of the stored crude oil or petroleum products. Additionally, for our exchange-traded derivatives, we may be required to deposit margin funds with the respective exchange when commodity prices increase as the value of the derivatives utilized to hedge the price risk in our inventory fluctuates. These deposits also impact our operating cash flows as we borrow under our senior secured credit facility or AR Facility or use cash on hand to fund the deposits.
See Note 15 in our Unaudited Condensed Consolidated Financial Statements for information regarding changes in components of operating assets and liabilities during the first nine months of 2026 and the first nine months of 2025.
Net cash flows provided by our operating activities for the nine months ended September 30, 2026 were $340.9 million compared to $142.0 million for the nine months ended September 30, 2025. The increase in cash flows from operating activities is primarily attributable to an increase in our reported Segment Margin and positive changes in working capital in the first nine months of 2026 as compared to the first nine months of 2025. These increases in cash flows from operating activities for the first nine months of 2026 were partially offset by the fact that the first nine months of 2025 included activity from the Alkali Business prior to the sale on February 28, 2025.
Capital Expenditures and Distributions Paid to Our Unitholders
We use cash primarily for our operating expenses, working capital needs, debt service, acquisition activities, internal growth projects and distributions we pay to our common and preferred unitholders. We finance maintenance capital expenditures and smaller internal growth projects and distributions primarily with cash generated by our operations. We have historically funded material growth capital projects (including acquisitions and internal growth projects) with borrowings under our senior secured credit facility, equity issuances (common and preferred units), the issuance of senior unsecured or secured notes, and/or the creation of strategic arrangements to share capital costs through joint ventures or strategic alliances.
Capital Expenditures for Fixed and Intangible Assets and Equity Investees
The following table summarizes our expenditures for fixed and intangible assets and equity investees in the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Capital expenditures for fixed and intangible assets: | |||||||||||
| Maintenance capital expenditures: | |||||||||||
| Offshore pipeline transportation assets | $ | 10,439 | $ | 8,788 | |||||||
| Marine transportation assets | 54,470 | 38,978 | |||||||||
| Onshore transportation and services assets | 8,375 | 5,135 | |||||||||
| Information technology systems and corporate assets | 2,323 | 990 | |||||||||
| Total maintenance capital expenditures | 75,607 | 53,891 | |||||||||
| Growth capital expenditures: | |||||||||||
Offshore pipeline transportation assets(1) | 7,598 | 66,544 | |||||||||
| Marine transportation assets | 5,413 | 1,415 | |||||||||
| Onshore transportation and services assets | 50 | 521 | |||||||||
| Total growth capital expenditures | 13,061 | 68,480 | |||||||||
| Total capital expenditures for fixed and intangible assets | 88,668 | 122,371 | |||||||||
Capital expenditures related to equity investees | 9,176 | — | |||||||||
Total capital expenditures(2) | $ | 97,844 | $ | 122,371 | |||||||
(1)Growth capital expenditures in our offshore pipeline transportation segment for 2026 and 2025 represent 100% of the costs incurred, including those funded by our noncontrolling interest holder.
(2)Excluded from the table above were total capital expenditures of $6.4 million for the nine months ended September 30, 2025 associated with our discontinued operations.
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Growth Capital Expenditures
During 2025, we completed our two offshore growth capital projects, which included the CHOPS expansion and the SYNC Pipeline projects. With the completion of these significant growth capital projects, and no significant future growth capital projects on the horizon, we do not expect significant growth capital expenditures for the remainder of 2026. While we are committed to maintaining sufficient financial flexibility and liquidity, we will continue to evaluate any accretive incremental growth opportunities should they opportunistically emerge.
Maintenance Capital Expenditures
Maintenance capital expenditures incurred during the first nine months of 2026 and 2025 from our continuing operations primarily related to expenditures in our marine transportation segment to replace and upgrade certain equipment associated with our barge and fleet vessels during our dry-docks. Additionally, our offshore transportation assets require maintenance capital expenditures to replace, maintain and upgrade equipment at certain of our offshore platforms and pipelines that we operate. See further discussion under “Available Cash before Reserves” for how such maintenance capital utilization is reflected in our calculation of Available Cash before Reserves.
Distributions to Unitholders
In July 2026, we declared our quarterly distribution to our common unitholders of $0.20 per unit related to the second quarter of 2026. With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per Class A Convertible Preferred Unit (or $3.7892 on an annualized basis) for each Class A Convertible Preferred Unit held of record. These distributions were paid on August 14, 2026 to unitholders of record at the close of business on July 31, 2026.
In October 2026, we declared our quarterly distribution to our common unitholders of $0.20 per unit related to the 2026 Quarter. With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per Class A Convertible Preferred Unit (or $3.7892 on an annualized basis) for each Class A Convertible Preferred Unit held of record. These distributions will be payable on November 13, 2026 to unitholders of record at the close of business on October 30, 2026.
Guarantor Summarized Financial Information
As of September 30, 2026, our $3.2 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries, except for Genesis AR LLC, Genesis AR Holdings LLC and certain other immaterial subsidiaries. Genesis AR LLC, Genesis AR Holdings LLC and the other immaterial non-Guarantor Subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets, other than accounts receivables sold to Genesis AR LLC, that we use to operate our business. As a general rule, the assets and credit of our unrestricted subsidiaries are not available to satisfy the debts of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries, and the liabilities of our unrestricted subsidiaries do not constitute obligations of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries. See Note 10 in our Unaudited Condensed Consolidated Financial Statements for additional information regarding our consolidated debt obligations.
The guarantees are senior unsecured obligations of each Guarantor Subsidiary and rank equally in right of payment with other existing and future senior indebtedness of such Guarantor Subsidiary, and senior in right of payment to all existing and future subordinated indebtedness of such Guarantor Subsidiary. The guarantee of our senior unsecured notes by each Guarantor Subsidiary is subject to certain automatic customary releases, including in connection with the sale, disposition or transfer of all of the capital stock, or of all or substantially all of the assets, of such Guarantor Subsidiary to one or more persons that are not us or a restricted subsidiary, the exercise of legal defeasance or covenant defeasance options, the satisfaction and discharge of the indentures governing our senior unsecured notes, the designation of such Guarantor Subsidiary as a non-Guarantor Subsidiary or as an unrestricted subsidiary in accordance with the indentures governing our senior unsecured notes, the release of such Guarantor Subsidiary from its guarantee under our senior secured credit facility, or liquidation or dissolution of such Guarantor Subsidiary. The obligations of each Guarantor Subsidiary under its note guarantee are limited as necessary to prevent such note guarantee from constituting a fraudulent conveyance under applicable law. We are not restricted from making investments in the Guarantor Subsidiaries and there are no significant restrictions on the ability of the Guarantor Subsidiaries to make distributions to Genesis Energy, L.P.
On June 26, 2026, we entered into the AR Facility. Under the AR Facility, we sell, on an on-going basis, certain of the receivables from our wholly-owned subsidiaries, together with the related security and interest in the proceeds, to our wholly-owned subsidiary Genesis AR LLC, a consolidated and bankruptcy-remote special purpose entity created for the sole purpose of transacting under the AR Facility. Eligible receivables sold to Genesis AR LLC are used to secure the outstanding borrowings under our AR Facility and are not available to satisfy the claims of other creditors. For more information, please see Note 10 in our Unaudited Condensed Consolidated Financial Statements.
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The rights of holders of our senior unsecured notes against the Guarantor Subsidiaries may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law.
The following is the summarized financial information for Genesis Energy, L.P. and the Guarantor Subsidiaries on a combined basis after elimination of intercompany transactions among the Guarantor Subsidiaries (which includes related receivable and payable balances) and the investment in and equity earnings from the non-Guarantor Subsidiaries.
| Balance Sheets | Genesis Energy, L.P. and Guarantor Subsidiaries | ||||
| September 30, 2026 | |||||
| (in thousands) | |||||
ASSETS(1): | |||||
| Current assets | $ | 83,183 | |||
| Fixed assets, net | 2,087,318 | ||||
Non-current assets | 701,960 | ||||
LIABILITIES AND CAPITAL:(2) | |||||
| Current liabilities | 1,142,776 | ||||
| Non-current liabilities | 3,524,827 | ||||
| Class A Convertible Preferred Units | 325,146 | ||||
| Statement of Operations | Genesis Energy, L.P. and Guarantor Subsidiaries | ||||
| Nine Months Ended September 30, 2026 | |||||
| (in thousands) | |||||
Revenues(3) | $ | 1,222,122 | |||
| Operating costs | 1,076,652 | ||||
| Operating income | 145,470 | ||||
| Net loss from continuing operations | (14,378) | ||||
Net loss(2) | (14,378) | ||||
| Net loss attributable to Genesis Energy, L.P. | (14,378) | ||||
(1)Excluded from assets in the table above are net intercompany receivables of $6.5 million that are owed to Genesis Energy, L.P. and the Guarantor Subsidiaries from the non-Guarantor Subsidiaries as of September 30, 2026.
(2)There are no noncontrolling interests held at the Issuer or Guarantor Subsidiaries for the period presented.
(3)Excluded from revenues in the table above are $2.5 million of sales from Guarantor Subsidiaries to non-Guarantor Subsidiaries for the nine months ended September 30, 2026.
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Non-GAAP Financial Measures and Reconciliations
Non-GAAP Financial Measures
General
To help evaluate our business, this Quarterly Report on Form 10-Q includes the non-generally accepted accounting principle (“non-GAAP”) financial measure of Available Cash before Reserves. 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 schedules below provide reconciliations of Available Cash before Reserves to its most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (GAAP). A reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin is included in our segment disclosure in Note 13 to our Unaudited Condensed Consolidated Financial Statements, as well as previously in this Item 2. 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 and total Segment Margin measures are just two 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 (loss); 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.
Segment Margin
We define 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 (defined below) from our 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. Our CODM evaluates segment performance based on a variety of measures including Segment Margin, segment volumes, and, where relevant, capital investment.
A reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin is included in our segment disclosure in Note 13 to our Unaudited Condensed Consolidated Financial Statements, as well as previously in this Item 2.
Available Cash before Reserves
Definition, Purposes and Uses
We define Available Cash before Reserves (“Available Cash before Reserves”) as Net Income (Loss) Attributable to Genesis Energy, L.P. before interest, taxes, depreciation, 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”), as 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 attributable to our Class A Convertible Preferred unitholders. 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.
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;
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(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.
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Available Cash before Reserves for the periods presented below was as follows:
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Net Income (Loss) Attributable to Genesis Energy, L.P. | $ | 2,415 | $ | 9,207 | |||||||
| Income tax expense | 273 | 253 | |||||||||
| Depreciation, amortization and accretion | 63,069 | 59,746 | |||||||||
| Plus (minus) Select Items, net | (2,530) | (3,656) | |||||||||
Maintenance capital utilized(1) | (15,600) | (14,900) | |||||||||
| Cash tax expense | (300) | (300) | |||||||||
| Distributions to preferred unitholders | (8,750) | (14,868) | |||||||||
| Available Cash before Reserves | $ | 38,577 | $ | 35,482 | |||||||
(1)For a description of the term “maintenance capital utilized,” please see discussion below under “Disclosure Format Relating to Maintenance Capital”. Maintenance capital expenditures in the 2026 Quarter and 2025 Quarter were $27.5 million and $14.5 million, respectively.
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| I. | Applicable to all Non-GAAP Measures | |||||||||||||
Differences in timing of cash receipts for certain contractual arrangements(1) | $ | (7,785) | $ | (7,091) | ||||||||||
| Certain non-cash items: | ||||||||||||||
| Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value | (747) | 136 | ||||||||||||
Adjustment regarding equity investees(2) | 6,662 | 5,233 | ||||||||||||
| Other | (3,128) | (3,307) | ||||||||||||
| Sub-total Select Items, net | (4,998) | (5,029) | ||||||||||||
| II. | Applicable only to Available Cash before Reserves | |||||||||||||
| Certain transaction costs | 496 | 329 | ||||||||||||
| Other | 1,972 | 1,044 | ||||||||||||
Total Select Items, net(3) | $ | (2,530) | $ | (3,656) | ||||||||||
(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 Available Cash before Reserves.
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 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.
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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 have been and will continue to 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, 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 initially 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.
Critical Accounting Estimates
There have been no new or material changes to the critical accounting estimates discussed in our Annual Report that are of significance, or potential significance, to the Company.
Forward Looking Statements
The statements in this Quarterly Report on Form 10-Q that are not historical information may be “forward looking statements” as defined under federal law. All statements, other than historical facts, included in this document that address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as plans for growth of the business, future capital expenditures, competitive strengths, goals, references to future goals or intentions, estimated or projected future financial performance, and other such references are forward-looking statements, and historical performance is not necessarily indicative of future performance. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “could,” “plan,” “position,” “projection,” “strategy,” “should” or “will,” or the negative of those terms or other variations of them or by comparable terminology. In particular, statements, expressed or implied, concerning future actions, conditions or events (including production or production rates and other conditions and events), future operating results, growth projects, the ability to generate sales, income or cash flow, and the status,
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timing and anticipated benefits of our or third party development projects and the expected performance of our offshore assets and other projects and business segments are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability or the ability of our affiliates to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements include, among others:
•demand for, the supply of, our assumptions about, changes in forecast data for, and price trends related to crude oil, liquid petroleum, natural gas, NaHS, and caustic soda, all of which may be affected by economic activity, capital expenditures and operational and technical issues experienced by energy producers, weather, alternative energy sources, international conflicts and international events (including the wars in Ukraine and Iran and broader geopolitical tensions in the Middle East and Eastern Europe), global pandemics, inflation, the actions of OPEC and other oil exporting nations, conservation and technological advances;
•our ability to successfully execute our business and financial strategies;
•our ability to continue to realize cost savings from our cost saving measures;
•throughput levels and rates;
•changes in, or challenges to, our tariff rates;
•our ability to successfully identify and close strategic acquisitions on acceptable terms (including obtaining third-party consents and waivers of preferential rights), develop or construct infrastructure assets, make cost saving changes in operations and integrate acquired assets or businesses into our existing operations;
•service interruptions in our pipeline transportation systems or processing operations, including due to adverse weather events;
•shutdowns or cutbacks at refineries, petrochemical plants, utilities, individual plants, or other businesses for which we transport crude oil, petroleum, natural gas or other products or to whom we sell petroleum or other products;
•risks inherent in marine transportation and vessel operation, including accidents and discharge of pollutants;
•changes in laws and regulations to which we are subject, including tax withholding issues, regulations regarding qualifying income, accounting pronouncements, and safety, environmental and employment laws and regulations;
•the effects of production declines resulting from a suspension of drilling in the Gulf of America or otherwise;
•the effects of future laws and regulations, including increased tariffs and proposed tariffs, taxes, duties and similar matters affecting international trade;
•planned capital expenditures and availability of capital resources to fund capital expenditures, and our ability to access the credit and capital markets to obtain financing on terms we deem acceptable;
•our inability to borrow or otherwise access funds needed for operations, expansions or capital expenditures as a result of our credit agreement and the indentures governing our notes, which contain various affirmative and negative covenants;
•loss of key personnel;
•cash from operations that we generate could decrease or fail to meet expectations, either of which could reduce our ability to pay quarterly cash distributions (common and preferred) at the current level or to increase quarterly cash distributions in the future;
•an increase in the competition that our operations encounter;
•cost and availability of insurance;
•hazards and operating risks that may not be covered fully by insurance;
•our financial and commodity hedging arrangements, which may reduce our earnings, profitability and cash flow;
•changes in global economic conditions, including capital and credit markets conditions, inflation and interest rates, including the result of any economic recession or depression that has occurred or may occur in the future;
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•the impact of natural disasters, international military conflicts (such as the wars in Ukraine and Iran and broader geopolitical tensions in the Middle East and Eastern Europe), global pandemics, epidemics, accidents or terrorism, and actions taken by governmental authorities and other third parties in response thereto, on our business financial condition and results of operations;
•reduction in demand for our services resulting in impairments of our assets;
•changes in the financial condition of customers or counterparties;
•adverse rulings, judgments, or settlements in litigation or other legal or tax matters;
•the treatment of us as a corporation for federal income tax purposes or if we become subject to entity-level taxation for state tax purposes;
•the potential that our internal controls may not be adequate, weaknesses may be discovered or remediation of any identified weaknesses may not be successful and the impact these could have on our unit price; and
•a cyberattack involving our information systems and related infrastructure, or that of our business associates.
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risk factors described under “Risk Factors” discussed in Item 1A of our Annual Report. These risks may also be specifically described in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K (or any amendments to those reports) and other documents that we may file from time to time with the SEC. New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The following should be read in conjunction with Quantitative and Qualitative Disclosures About Market Risk included under Item 7A in our Annual Report. There have been no material changes that would affect the quantitative and qualitative disclosures provided therein. Also, see Note 16 to our Unaudited Condensed Consolidated Financial Statements for additional discussion related to derivative instruments and hedging activities.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in our filings as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Our chief executive officer and chief financial officer, with the participation of our management, have evaluated our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective in ensuring that material information required to be disclosed in this Quarterly Report on Form 10-Q is accumulated and communicated to them and our management to allow timely decisions regarding required disclosures.
There were no changes during the 2026 Quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
48
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information with respect to this item has been incorporated by reference from our Annual Report. There have been no material developments in legal proceedings since the filing of such Form 10-K.
Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a specified threshold. Pursuant to SEC amendments to this item, we will be using a threshold of $1 million for such proceedings. We believe that such threshold is reasonably designed to result in disclosure of environmental proceedings that are material to our business or financial condition. Applying this threshold, there are no environmental matters to disclose for this period.
Item 1A. Risk Factors
There has been no material change in our risk factors as previously disclosed in our Annual Report.
For additional information about our risk factors, see Item 1A of our Annual Report, as well as any other risk factors contained in other filings with the SEC, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Form 8-K/A and other documents that we may file from time to time with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the 2026 Quarter.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
49
Item 6. Exhibits.
(a) Exhibits
| 3.1 | Certificate of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.1 to Amendment No. 2 of the Registration Statement on Form S-1 filed on November 15, 1996, File No. 333-11545). | ||||||||||
| 3.2 | |||||||||||
| 3.3 | |||||||||||
| 3.4 | |||||||||||
| 3.5 | |||||||||||
| 3.6 | |||||||||||
| 3.7 | |||||||||||
| 3.8 | |||||||||||
| 3.9 | |||||||||||
| 3.10 | |||||||||||
| 4.1 | |||||||||||
| 22.1 | |||||||||||
| * | 31.1 | ||||||||||
| * | 31.2 | ||||||||||
| * | 32 | ||||||||||
| 101.INS | XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| 101.SCH | XBRL Schema Document. | ||||||||||
| 101.CAL | XBRL Calculation Linkbase Document. | ||||||||||
| 101.LAB | XBRL Label Linkbase Document. | ||||||||||
| 101.PRE | XBRL Presentation Linkbase Document. | ||||||||||
| 101.DEF | XBRL Definition Linkbase Document. | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||||||||||
| * | Filed herewith | ||||
50
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GENESIS ENERGY, L.P. (A Delaware Limited Partnership) | ||||||||
| By: | GENESIS ENERGY, LLC, as General Partner | |||||||
| Date: | November 5, 2026 | By: | /s/ KRISTEN O. JESULAITIS | ||||||||
| Kristen O. Jesulaitis | |||||||||||
| Chief Financial Officer | |||||||||||
| (Duly Authorized Officer) | |||||||||||
51
Exhibit 31.1
CERTIFICATION
I, Grant E. Sims, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 5, 2026 | /s/ Grant E. Sims | ||||||
| Grant E. Sims | ||||||||
| Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION
I, Kristen O. Jesulaitis, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 5, 2026 | /s/ Kristen O. Jesulaitis | ||||||
| Kristen O. Jesulaitis | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 32
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Genesis Energy, L.P. (the “Partnership”) for the period ended September 30, 2026 (the “Report”) filed with the Securities and Exchange Commission on the date hereof, the undersigned, Grant E. Sims, Chief Executive Officer and Kristen O. Jesulaitis, Chief Financial Officer of Genesis Energy, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Partnership’s Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and | |||||||
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. | |||||||
| November 5, 2026 | /s/ Grant E. Sims | ||||
Grant E. Sims | |||||
Chief Executive Officer, | |||||
Genesis Energy, LLC | |||||
| November 5, 2026 | /s/ Kristen O. Jesulaitis | ||||
Kristen O. Jesulaitis | |||||
Chief Financial Officer, | |||||
Genesis Energy, LLC | |||||