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GENESIS ENERGY LP

For the period ended Dec 31, 2025. Filed Feb 18, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 18, 2026

GEL$12.73-1.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

2025 FORM 10-K ANNUAL REPORT

Table of Contents

Page
Part I
Item 1Business6
Item 1A.Risk Factors27
Item 1B.Unresolved Staff Comments45
Item 1C.Cybersecurity45
Item 2.Properties46
Item 3.Legal Proceedings46
Item 4.Mine Safety Disclosures46
Part II
Item 5.Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities47
Item 6.Selected Financial Data48
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48
Item 7A.Quantitative and Qualitative Disclosures About Market Risk76
Item 8.Financial Statements and Supplementary Data77
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure77
Item 9A.Controls and Procedures77
Item 9B.Other Information79
Part III
Item 10.Directors, Executive Officers and Corporate Governance79
Item 11.Executive Compensation85
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters95
Item 13.Certain Relationships and Related Transactions, and Director Independence96
Item 14.Principal Accountant Fees and Services97
Part IV
Item 15.Exhibits and Financial Statement Schedules98

Definitions

Unless the context otherwise requires, references in this annual report to “Genesis Energy, L.P.,” “Genesis,” “we,” “our,” “us,” “the Company” or like terms refer to Genesis Energy, L.P. and its operating subsidiaries. Unless the context otherwise requires, references made in this annual report to the“Alkali Business” as defined below in Item 1. “Business” relate specifically to the period of our ownership of such business prior to the date of sale, February 28, 2025. As generally used within the energy industry and in this annual report, the identified terms have the following meanings:

Bbl or Barrel: One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons.

Bbls/day: Barrels per day.

DST: Dry short tons (2,000 pounds), a unit of weight measurement.

FERC: Federal Energy Regulatory Commission.

MBbls: Thousand Bbls.

MBbls/day: Thousand Bbls per day.

Mcf: Thousand cubic feet of gas.

MMBtu: One million British thermal units, an energy measurement.

MMcf: Thousand Mcf.

MMcf/day: Thousand Mcf per day.

NaHS: (commonly pronounced as “nash”) Sodium hydrosulfide.

NaOH or Caustic Soda: Sodium hydroxide.

Natural gas liquid(s) or NGL(s): The combination of ethane, propane, normal butane, isobutane and natural gasolines that, when removed from natural gas, become liquid under various levels of higher pressure and lower temperature.

Sour gas: Natural gas containing more than four parts per million of hydrogen sulfide.

Wellhead: The point at which the hydrocarbons and water exit the ground.

FORWARD-LOOKING INFORMATION

The statements in this Annual Report on Form 10-K 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 rates and other conditions and events), future operating results, the ability to generate sales, income or cash flow, the timing and anticipated benefits of our development projects and the expected performance of our offshore assets and other projects and business segments, the ability to simplify our capital structure and lower our cost of capital, and the availability of borrowing capacity to fund our growth capital expenditures 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 war in Ukraine, the Israel and Hamas war and broader geopolitical tensions in South America, the Caribbean, the Middle East and 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;

the impact of natural disasters, international military conflicts (such as the war in Ukraine, the Israel and Hamas war and broader geopolitical tensions in South America, the Caribbean, the Middle East and 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. 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.

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