GENESIS ENERGY LP
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001022321-26-000023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001022321-26-000030
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 197 previous paragraphs and 197 current paragraphs.
157 unchanged; 39 reworded; 1 added; 0 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
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.
Reworded paragraphs (39)
Previous wording
We reported Net Income Attributable to Genesis Energy, L.P. of $42.9 million during the three months ended June 30, 2026 (the “2026 Quarter”) compared to Net Loss Attributable to Genesis Energy, L.P. of $0.4 million during the three months ended June 30, 2025 (the “2025 Quarter”).
Current wording
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”).
Previous wording
Net Income Attributable to Genesis Energy, L.P. in the 2026 Quarter was impacted by: (i) an increase in operating income from our reportable segments, primarily from our offshore pipeline transportation segment (see “Results of Operations” below for additional details); (ii) a gain on 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; and (iii) an increase in our equity in earnings of equity investees of $6.0 million primarily as a result of an increase in volumes and associated revenue from Poseidon. Additionally, the 2025 Quarter included a loss of $8.9 million primarily due to the premium associated with the redemption of our 2027 Notes in April 2025. These increases were partially offset by: (i) an increase in depreciation and amortization of $7.2 million during the 2026 Quarter (see “Results of Operations” below for additional details); (ii) an increase in interest expense, net of $6.2 million (see “Results of Operations” below for additional details); and (iii) increase in general and administrative expenses of $4.7 million (see “Results of Operations” below for additional details).
Current wording
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).
Previous wording
Cash flow from operating activities was $180.7 million for the 2026 Quarter compared to $47.0 million for the 2025 Quarter. The increase in cash flow from operating activities is primarily attributable to an increase in Segment Margin in the 2026 Quarter compared to the 2025 Quarter (as discussed further below) and positive changes in working capital in the 2026 Quarter compared to the 2025 Quarter.
Current wording
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.
Previous wording
Available Cash before Reserves (as defined below in “Non-GAAP Financial Measures”) to our common unitholders was $78.3 million for the 2026 Quarter, an increase of $46.1 million, or 143%, from the 2025 Quarter primarily as a result of: (i) an increase in Segment Margin of $33.6 million, which is discussed in more detail below; (ii) a gain on sale of assets of $17.4 million during the 2026 Quarter; and (iii) a decrease in accumulated distributions to our Class A Convertible Preferred unitholders of $4.4 million. Partially offsetting these increases to Available Cash before Reserves was an increase to interest expense, net of $6.2 million during the 2026 Quarter.
Current wording
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).
Previous wording
Segment Margin (as defined below in “Non-GAAP Financial Measures”) was $169.5 million for the 2026 Quarter, an increase of $33.6 million, or 25%, 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.
Current wording
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.
Previous wording
Our revenues for the 2026 Quarter increased $154.6 million, or 41%, from the 2025 Quarter and our total costs and expenses, excluding the gain on sale of assets in the 2026 Quarter, increased $134.4 million, or 43%, between the two periods. The increase in our operating income during the 2026 Quarter is primarily due to an increase in volumes and revenues across our offshore pipeline transportation network (see further discussion below). This increase was partially offset by an increase in depreciation and amortization of $7.2 million and an increase in general and administrative expenses of $4.7 million during the 2026 Quarter (see further discussion below).
Current wording
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).
Previous wording
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 $95.65 per barrel in the 2026 Quarter as compared to $64.57 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.
Current wording
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.
Previous wording
(3)During the three and six months ended June 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.
Current wording
(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.
Previous wording
(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 six months ended June 30, 2026 and 2025.
Current wording
(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.
Previous wording
Offshore pipeline transportation Segment Margin for the six months ended June 30, 2026 increased $58.6 million, or 36%, from the six months ended June 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 in the 2025 Quarter benefited from the commencement of contractual MVC’s in June 2025); and (ii) production volumes from the Salamanca FPU, which ties into our existing 100% owned SEKCO Pipeline for further transportation downstream on our 64% owned Poseidon Pipeline, that began producing in September 2025.
Current wording
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.
Previous wording
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 a fifth well expected to be drilled towards the end of 2026 or 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 fourth quarter of 2026.
Current wording
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.
Previous wording
As of June 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 3.0 million barrels, 43 push/tow boats (33 inland and 10 offshore), and a 330,000 barrel capacity ocean going tanker, the M/T American Phoenix.
Current wording
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.
Previous wording
Marine transportation Segment Margin for the 2026 Quarter decreased $4.2 million, or 14%, from the 2025 Quarter primarily due to an increase in planned dry-docking days in our inland and offshore barge businesses during the 2026 Quarter and a slight decrease in average day rates in our inland barge business. In our offshore barge business, revenues for the 2026 Quarter were impacted by several required and planned regulatory dry-dockings, which included our two largest vessels, one of which was completed during the 2026 Quarter, while the other was recently completed in the third quarter of 2026. During the third quarter of 2025, we experienced a decline in our inland barge day rates due to a decrease in Midwest refinery demand for black oil equipment as a result of changing crude slates. Inland barge day rates have recovered at a slower pace than anticipated, and rates in the 2026 Quarter did not reach the levels we saw in the 2025 Quarter. These decreases in Segment Margin were partially offset by a higher contractual rate on our M/T American Phoenix during the 2026 Quarter compared to the 2025 Quarter.
Current wording
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.
Previous wording
Marine transportation Segment Margin for the six months ended June 30, 2026 decreased $6.3 million, or 10%, from the six months ended June 30, 2025 primarily due to an increase in planned dry-docking days in our inland and offshore barge businesses and a slight decrease in average day rates in our inland barge business. In our offshore barge business, revenues during the first six months of 2026 were impacted by several required and planned regulatory dry-dockings, which included our two largest vessels during the first six months of 2026. During the third quarter of 2025, we experienced a decline in our inland barge day rates due to a decrease in Midwest refinery demand for black oil equipment as a result of changing crude slates. Inland barge day rates have recovered at a slower pace than anticipated, and rates in 2026 have not reached the levels we saw in 2025. These decreases in Segment Margin were partially offset by a contractual rate increase on our M/T American Phoenix during the first six months of 2026 compared to the first six months of 2025.
Current wording
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.
Previous wording
(1)Total daily volumes for the 2026 Quarter and the 2025 Quarter include 29,217 and 16,403 Bbls/day, respectively, of intermediate refined petroleum products and 31,252 and 31,775 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines. Total daily volumes for the six months ended June 30, 2026 and 2025 include 31,037 and 17,500 Bbls/day, respectively, of intermediate refined petroleum products and 28,570 and 25,703 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.
Current wording
(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.
Previous wording
Onshore transportation and services Segment Margin for the 2026 Quarter increased $9.8 million, or 53%, from the 2025 Quarter 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 2026 Quarter primarily due to an increase in the index-based NaHS sales prices and strong demand from our pulp and paper customers.
Current wording
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.
Previous wording
Onshore transportation and services Segment Margin for the six months ended June 30, 2026 increased $16.4 million, or 49%, from the six months ended June 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 six months of 2026 primarily due to an increase in the index-based NaHS sales prices and strong demand from our pulp and paper customers, which were partially offset by a decrease in NaHS sales volumes in the first quarter of 2026 primarily due to operational challenges at our largest and lowest-cost host refinery that were resolved as we exited March 2026.
Current wording
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.
Previous wording
Total general and administrative expenses for the 2026 Quarter increased by $4.7 million, or 32%, from the 2025 Quarter. This increase is primarily due to an increase in third party costs related to business development activities and growth projects during the 2026 Quarter and an increase in corporate general and administrative expenses.
Current wording
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.
Previous wording
Total general and administrative expenses for the first six months of 2026 decreased by $18.4 million, or 33%, from the first six 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 six months ended June 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.
Current wording
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.
Previous wording
Total depreciation and amortization expense for the 2026 Quarter increased $7.2 million, or 13%, from the 2025 Quarter. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service at the end of and subsequent to the 2025 Quarter, including assets associated with our CHOPS expansion project and SYNC Pipeline.
Current wording
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.
Previous wording
Total depreciation and amortization expense for the first six months of 2026 increased $10.0 million, or 8.9%, from the first six months of 2025. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service at the end of and subsequent to the 2025 Quarter, including assets associated with our CHOPS expansion project and SYNC Pipeline.
Current wording
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.
Previous wording
Interest expense, net for the 2026 Quarter increased $6.2 million, or 10%, from the 2025 Quarter primarily due to a decrease in capitalized interest in the 2026 Quarter as a result of the completion of the CHOPS expansion project and SYNC Pipeline project prior to the 2026 Quarter.
Current wording
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.
Previous wording
Interest expense, net for the first six months of 2026 increased $4.1 million, or 3%, from the first six months of 2025 primarily due to: (i) a decrease in capitalized interest during 2026 as a result of the completion of the CHOPS expansion project and SYNC Pipeline project in 2025; (ii) a decrease in interest expense on our senior unsecured notes; and (iii) 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. During the first six months of 2026, the decrease to interest expense on our senior unsecured notes is primarily a result of the redemption of the remaining $406.2 million of principal outstanding on the 2027 Notes on April 3, 2025.
Current wording
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.
Previous wording
The available borrowing capacity under our senior secured credit facility at June 30, 2026 is $894.4 million, subject to compliance with covenants. Our inventory financing sublimit as of June 30, 2026 was $17.1 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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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 payment of accounts payable and accrued liabilities related to capital expenditures and interest charges, and the timing of accounts receivable collections from our customers.
Current wording
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.
Previous wording
See Note 15 in our Unaudited Condensed Consolidated Financial Statements for information regarding changes in components of operating assets and liabilities during the first six months of 2026 and the first six months of 2025.
Current wording
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.
Previous wording
Net cash flows provided by our operating activities for the six months ended June 30, 2026 were $262.5 million compared to $71.8 million for the six months ended June 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 six months of 2026 as compared to the first six months of 2025. These increases in cash flows from operating activities for the first six months of 2026 were partially offset by the fact that the first six months of 2025 included activity from the Alkali Business prior to the sale on February 28, 2025.
Current wording
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.
Previous wording
(2)Excluded from the table above were total capital expenditures of $6.4 million for the six months ended June 30, 2025 associated with our discontinued operations.
Current wording
(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.
Previous wording
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 in 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.
Current wording
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.
Previous wording
Maintenance capital expenditures incurred during the first six 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.
Current wording
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.
Previous wording
In April 2026, we declared our quarterly distribution to our common unitholders of $0.18 per unit related to the first 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 May 15, 2026 to unitholders of record at the close of business on April 30, 2026.
Current wording
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.
Previous wording
(1)Excluded from assets in the table above are net intercompany receivables of $5.1 million that are owed to Genesis Energy, L.P. and the Guarantor Subsidiaries from the non-Guarantor Subsidiaries as of June 30, 2026.
Current wording
(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.
Previous wording
(3)Excluded from revenues in the table above are $1.8 million of sales from Guarantor Subsidiaries to non-Guarantor Subsidiaries for the six months ended June 30, 2026.
Current wording
(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.
Previous wording
(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 $31.4 million and $16.8 million, respectively.
Current wording
(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.
Previous wording
(3)Represents Select Items applicable to Adjusted EBITDA and Available Cash before Reserves.
Current wording
(3)Represents Select Items applicable to Available Cash before Reserves.
Previous wording
In summary, as we continue to expand certain non-pipeline portions of our business, we are experiencing changes in the nature (discretionary vs. non-discretionary), timing and amount of our maintenance capital expenditures that merit a more detailed review and analysis than was required historically. Management’s increasing ability to determine if and when to incur certain maintenance capital expenditures is relevant to the manner in which we analyze aspects of our business relating to discretionary and non-discretionary expenditures. We believe it would be inappropriate to derive our Available Cash before Reserves measure by deducting discretionary maintenance capital expenditures, which we believe are similar in nature in this context to certain other discretionary expenditures, such as growth capital expenditures, distributions/dividends and equity buybacks. Unfortunately, not all maintenance capital expenditures are clearly discretionary or non-discretionary in nature. Therefore, we developed a measure, maintenance capital utilized, that we believe is more useful in the determination of Available Cash before Reserves.
Current wording
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.
Previous wording
•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 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;
Current wording
•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;
Previous wording
•the impact of natural disasters, international military conflicts (such as the war 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;
Current wording
•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;
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Offshore pipeline transportation Segment Margin for the 2026 Quarter increased $28.0 million, or 32%, from the 2025 Quarter primarily due to: (i) production volumes associated with the deepwater Shenandoah floating production unit (“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 in the 2025 Quarter benefited from one month of contractual minimum volume commitments (“MVC’s”) that commenced in June 2025); and (ii) production volumes from the Salamanca FPU, which ties into our existing 100% owned SEKCO Pipeline for further transportation downstream on our 64% owned Poseidon Pipeline, that began producing in September 2025.