GEL 10-K & 10-Q changes, risk factors and insider trading

•Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity (crude oil, natural gas, refined products, soda ash (prior to February 28, 2025), NaHS and caustic soda) volumes, which often depend on actions and commitments by parties beyond our control.

•The IRA could accelerate the transition to a low carbon economy away from oil and natural gas.

•Our operations are subject to federal and state rate regulation and federal, statestate, and local environmental protection and safety laws and regulations.

•We cannot predict the impact of international military conflicts and the related humanitarian crisis or other geopolitical tensions on the global economy, energy markets, geopolitical stability and our business.

The amount of cash we distribute to our common unitholders principally depends upon margins we generate from our businesses, which fluctuate from quarter to quarter based on, among other things: the volumes and prices at which we purchase and sell crude oil, natural gas, refined products and caustic soda; the volumes of sodium hydrosulfide, or NaHS, and soda ash (prior to February 28, 2025) that we produce and the prices at which we sell NaHS and soda ash; the demand for our services; the level of competition; the level of our operating costs; the effect of worldwide energy conservation measures; governmental regulations and taxes; the level of our general and administrative costs; and prevailing economic conditions.

In addition, the actual amount of cash we will have available for distribution to our common unitholders will depend on other factors that include: our debt service requirements; distributions we pay to our Class A Convertible Preferred unitholders; the level of capital expenditures and costs associated with asset retirement obligations we may incur, including the cost of acquisitions (if any); our debt service requirements; fluctuations in our working capital; restrictions on distributions contained in our debt instruments or organizational documents governing our joint ventures and unrestricted subsidiaries; distributions we pay to our Class A Convertible Preferred unitholders; our ability to borrow under our senior secured credit facility to pay distributions, and the amount of cash reserves required in the conduct of our business.

We access commodity volumes through various sources, such as our producers, service providers (including gatherers, shippers, marketers and other aggregators) refiners, and our mine which we owned until February 28, 2025.refiners. Depending on the needs of each customer and the market in which it operates, we can provide a service for a fee (as in the case of our pipeline, terminal, marine vessel transportation and railcar unloading operations), or we can acquire the commodity from our customer and resell it to another party, or we can produce the commodity ourselves.party.

The crude oil, natural gas and refined products available to us and our refinery customers are derived from reserves produced from existing wells, and these reserves naturally decline over time. In order to offset this natural decline, our energy infrastructure assets must access additional reserves. Additionally, some of the projects we have planned or recently completed are dependent on reserves that we expect to be produced from newly discovered properties that producers are currently developing.

Many of our customers finance their drilling activities through cash flow from operations, the incurrence of debt or the issuance of equity. Extreme volatility in commodity prices has caused many of our customers’ equity value to substantially decline. New credit facilities and other debt financing from institutional sources have generally become more difficult and expensive to obtain, and there may be a general reduction in the amount of credit available in the markets in which we conduct business. Over the last three years, prices for crude oil ranged from a high of over $120$90 per barrel to a low of less than $50$60 per barrel, and such volatility, or even more extreme volatilityvolatility, may continue going forward. Adverse price changes put downward pressure on drilling budgets for crude oil and natural gas producers, which have resulted, and could continue to result, in lower volumes than we otherwise would have seen being transported on our pipeline and transportation systems, which could have a material negative impact on our revenues and prospects.

Because we purchase (or otherwise acquire or, in the case of soda ash, produced prior to February 28, 2025) and sell crude oil, natural gas, refined petroleum products, NaHS, soda ash (prior to February 28, 2025) and caustic soda we are exposed to some direct commodity price risks. Prices for those commodities can fluctuate in response to changes in supply, market uncertainty and a variety of additional factors that are beyond our control, which could have an adverse effect on our cash flows, profit and/or Segment Margin. We attempt to limit those commodity price risks through back-to-back purchases and sales, hedges and other contractual arrangements; however, we cannot completely eliminate our commodity price risk exposure.

From time to time in connection with our business, we may lease or otherwise secure the right to use certain third party assets (such as railcars, trucks, barges, pipeline capacity, storage capacity and other similar assets) with the expectation that the revenues we generate through the use of such assets will be greater than the fixed costs we incur pursuant to the applicable leases or other arrangements. However, when such assets are not utilized or are under-utilized, our profitability is negatively affected because the revenues we earn are either non-existent or reduced (in the event of under-utilization), or non-existent, but we remain obligated to continue paying any applicable fixed charges, in addition to incurring any other costs attributable to the non-utilization of such assets. For example, in connection with our operations, we lease all of our railcars which requires us to pay the applicable lease rate without regard to utilization. In addition, during the period of time that we are not utilizing such assets, we will incur incremental costs associated with the cost of storing such assets, and we will continue to incur costs for maintenance and upkeep. Our failure to utilize a significant portion of our leased assets and other similar assets could have a significant negative impact on our profitability and cash flows.

In addition, certain of our field and pipeline operating costs and expenses are fixed and do not vary with the volumes we gather and transport. These costs and expenses may not decrease ratably or at all should we experience a reduction in our volumes transported by truck, marine vessel, rail or our pipelines. As a result, we may experience declines in our marginprofitability and profitabilitymargin if our volumes decrease.

We may not be able to renew our marine transportation timeterm charters and contracts when they expire at favorable rates, for extended periods, or at all, which may increase our exposure to the spot market and lead to lower revenues and increased expenses.

During the year ended December 31, 2024,2025, our marine transportation segment received approximately 76%77% of its revenue from timeterm charters and other fixed contracts, which help to insulate us from revenue fluctuations caused by weather, navigational delays and short-term market declines. We earned approximately 24%23% of our marine transportation revenues from spot contracts, where competition is high and rates are typically volatile and subject to short-term market fluctuations, and where we could bear the risk of vessel downtime due to weather and navigational delays. If we deploy a greater percentage of our vessels in the spot market, we may experience a lower overall utilization of our fleet through waiting time or ballast voyages, leading to a decline in our operating revenue and gross profit. There can be no assurance that we will be able to enter into future time charters or other fixed contracts on terms favorable to us. For further discussion of our marine transportation contracts, see “Marine Transportation - Customers”.

Maintenance of the U.S. inland waterway system is vital to our marine transportation operations. The complete inland waterway system is composed of over 12,00025,000 miles of commercially navigable waterway,waterways and channels, supported by approximately 240 lockslock chambers and damsapproximately designed1,000 tocoastal, provideGreat flood control, maintain pool levels of water in certain areas of the countryLakes, and facilitate navigation on the inland river system.harbors. The U.S. inland waterway infrastructure is aging,aging withas moreapproximately than half80% of the lockslock overand 50dam yearsinfrastructure old.exceeds Asits a50-year result,design duelife, towhich themay agecause ofmore the locks,frequently scheduled and unscheduled maintenance outages mayand be more frequentresult in nature,our resultingmarine intransportation segment experiencing delays and incurring additional operating expenses. Failure of the federal government to adequately fund infrastructure maintenance and improvements in the future would have a negative impact on our ability to deliver products for our marine transportation customers on a timely basis. For example, when the Mississippi river floods significantly or if water levels are significantly reduced by severe drought conditions (as they were in 2023),conditions, barges may be unable to traverse the river system and we may be prevented from timely completing our voyages.

We have outstanding debt and the potential to incur additional indebtedness. As of December 31, 2024,2025, we had approximately $291.0$6.4 million outstanding under our senior secured credit facility,facility and approximately $3.5$3.1 billion aggregate principal amount of senior unsecured notes outstanding and $413.4 million aggregate principal amount of Alkali senior secured notes outstanding. We must comply with various affirmative and negative covenants contained in our credit agreement and the indentures or purchase agreement governing our notes, some of which may restrict the way in which we would like to conduct our business. Among other things, these covenants limit or will limit our ability to incur additional indebtedness or liens, make payments in respect of or redeem or acquire any debt or equity issued by us, sell assets, make loans or investments, make guarantees, enter into any hedging agreement for speculative purposes, acquire or be acquired by other companies, and amend some of our contracts.

The restrictions under our indebtedness may prevent us from engaging in certain transactions which might otherwise be considered beneficial to us and could have other important consequences to unitholders. For example, they could increase our vulnerability to general adverse economic and industry conditions, limit our ability to; make distributions;distributions, to fund future working capital, capital expenditures and other general partnership requirements, to engage in future acquisitions, construction or development activities, to access capital markets (debt and equity), or to otherwise fully realize the value of our assets and opportunities, limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate, and place us at a competitive disadvantage as compared to our competitors that have less debt. Moreover, the need to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness may similarly prevent us from engaging in certain transactions which might otherwise be considered beneficial to us and could have other important consequences to unitholders.

Our forecast contemplates significant expenditures for the development, construction or other acquisition of onshore and offshore infrastructure, including some construction and development projects with technological challenges. We (or our joint ventures) may not be able to complete our projects at the costs or within the timeframes currently estimated. If we (or our joint ventures) experience material cost overruns, we will have to finance these overruns using one or more of the following methods: using cash from operations; delaying other planned projects; incurring additional indebtednessborrowings from our senior secured credit facility; or issuing additional debt or equity.

Any or all of these methods may not be available when needed, may be prohibited or restricted by our or our joint venture’s debt agreements or other contractual arrangements or may adversely affect our future results of operations.

The IRA could accelerate the transition to a low carbon economy away from oil and natural gas.

On August 16, 2022, President Biden signed into law the IRA which, among other provisions, imposes a fee on methane emissions from sources required to report their greenhouse gas emissions to the U.S. Environmental Protection Agency, including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories. Beginning in 2024, the IRA’s methane emissions charge imposes a fee on excess methane emissions from certain oil and gas facilities, starting at $900 per metric ton of leaked methane in 2024 and rising to $1,200 in 2025, and $1,500 for 2026 and thereafter. The imposition of this fee and other provisions contained within the IRA could accelerate the transition away from oil and natural gas, which could decrease demand for, and in turn the prices of, the oil and natural gas that we store, transport and sell and adversely impact our business.

We have exposure to movements in interest rates. The interest rates on our senior secured credit facility ($291.0$6.4 million outstanding at December 31, 20242025) and the debt at certain of our unrestricted subsidiaries is variable. Our results of operations and our cash flow,flows, as well as our access to future capital and our ability to fund our growth strategy, could be adversely affected by significant increases in interest rates. Obligations under our senior secured credit facility bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate at our option, plus the applicable margin in accordance with our credit agreement. We have not historically hedged our interest rates. Adverse effects to interest rates could have a negative effect on our financial condition, operating results and cash flow.

Inflationary pressures have significantly increased overin the last threerecent years and could continueoccur in the future. These inflationary pressures have historically increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise. Sustained levels of high inflation have likewisehistorically caused the Federal Reserve and other central banks to increase interest rates, which raises the cost of capital, including the cost of borrowings under our senior secured credit facility, and depresses economic growth, which could adversely affect the financial and operating results of our business.

Our operations are subject to federal and state rate regulation and federal, state and local environmental protection and safety laws and regulations.

In recent years, federal, state, and local governments have taken steps to reduce emissions of GHGs. For example, the IRA and the Investment in Infrastructure and Jobs Act include billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration. On July 4, 2025, the One Big Beautiful Bill Act was signed into law, which revises and expands certain renewable energy tax credits that were previously available under the IRA. Also, the EPA has proposed ambitious rules to reduce harmful air pollutant emissions, including GHGs, from light-, medium-, and heavy-duty vehicles beginning in model year 2027. These incentives and regulations could accelerate the transition of the economy away from the use of fossil fuels towards lower or zero-carbon emissions alternatives, which could decrease demand for, and in turn the prices of, the oil and natural gas that we store, transport and sell and adversely impact our business.

In the third quarter of 2022, theThe Department of Homeland Security’s Transportation Security Administration (“TSA”) announced in October 2025 the revision and re-issuance of twoone newof its security directives originally issued in the second quarter of 2021. TheseTogether, directivesthese directives, including the newly amended directive, require critical pipeline owners to comply with mandatory reporting measures and provide vulnerability assessments.assessments, Weand changes in the requirements may berequire requiredus to expend significant additional resources to respond to cyberattacks, to continue to modify or enhance our protective measures, or toour assess,procedures investigatefor assessing, investigating, and remediateremediating any critical infrastructure security vulnerabilities.vulnerabilities and for responding to cyberattacks. Furthermore, the U.S. Coast Guard’s Cybersecurity in the Marine Transportation System Rule introduces additional training and reporting obligations and requires taking various measures to maintain cybersecurity within the marine transportation system. Any failure to remain in compliance with these government regulations may resultsresult in enforcement actions which may have a material adverse effect on our business and operations.

OurDoing operationsbusiness with entities located outside of the United States are subject tohas risks that are inherent in conducting business internationally, including compliance with both United States and foreign laws and regulations that apply to our international operations. These laws and regulations could include tax laws, anti-competition regulations, import and export requirements, data privacy requirements, labor relations laws, environmental, health and safety laws, and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions. Given the high level of complexity of these laws, there is a risk that some provisions may be violated inadvertently or through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise. In addition, these laws are subject to changes, which may require additional resources or make it more difficult for us to comply with these laws. Violations of the laws and regulations governing our international operations could result in fines against us, our officers or our employees. In addition to the foregoing, engaging in international business involves a number of other risks, including cost and availability of international shipping channels, longer payment cycles in certain countries, and the potential of political or economic instability. These potential risks and difficulties, individually or in the aggregate, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, ifIf the IRS makes adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us. To the extent possible under the rules, our general partner may elect to either cause us to pay the taxes (including any applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised information statement to each unitholder and former unitholder with respect to an audited and adjusted return. Although our general partner may elect to have it, our unitholders and former unitholders take such audit adjustments into account and pay any resulting taxes (including applicable penalties or interest) in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances. If we make payments of taxes and any penalties and interest directly to the IRS in the year in which the audit is completed, our cash available for distribution to our unitholders might be substantially reduced, in which case our current unitholders may bear some or all of the tax liability resulting from such audit adjustments, even if such unitholders did not own units in us during the tax year under audit.

Investment in our units by tax-exempt entities, such as individual retirement accounts (known as IRAs), other retirement plans and non-U.S. persons, raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. With respect to taxable years beginning after December 31, 2017, subjectSubject to the aggregation rules for certain similarly situated businesses or activities, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours) is required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each trade or business (including for purposes of determining any net operating loss deduction). As a result, for years beginning after December 31, 2017, it may not be possible for tax exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business and vice versa. Tax-exempt entities should consult a tax advisor before investing in our units.

In addition to federal income taxes, our unitholders will likely be subject to other taxes, including foreign, state and local taxes, unincorporated business taxes and estate inheritance or intangible taxes that are imposed by the various jurisdictions in which we do business or own property, even if our unitholders do not live in any of those jurisdictions. Our unitholders will likely be required to file foreign, state, and local income tax returns and pay state and local income taxes in some or all of these jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with those requirements. We currently own assets and do business in more than 20several states including Texas, Louisiana, Wyoming, Mississippi, Alabama, Florida, Arkansas and Oklahoma. Many of the states we currently do business in impose a personal income tax. It is our unitholders’ responsibility to file all applicable U.S. federal, foreign, state and local tax returns. Unitholders should consult with their own tax advisors regarding the filing of such tax returns, the payment of such taxes, and the deductibility of any taxes paid.

We conduct a portion of our operations through subsidiaries that are, or are treated as, corporations for federal income tax purposes. We may elect to conduct additional operations in corporate form in the future. These corporate subsidiaries will be subject to corporate-level tax, which,currently effectiveat fora taxablemaximum years21% beginningfederal after December 31, 2017, is 21%,rate, and will likely pay state (and possibly local) income tax at varying rates, on their taxable income. Any such entity level taxes will reduce the cash available for distribution to us and, in turn, to our unitholders. If the IRS were to successfully assert that these corporate subsidiaries have more tax liability than we anticipate or legislation was enacted that increased the corporate tax rate, our cash available for distribution to our unitholders would be further reduced.

We cannot predict the impact of the ongoing international military conflicts and any related humanitarian crisis or any other geopolitical tensions on the global economy, energy markets, geopolitical stability and our business.

The ultimate consequences of the war in Ukraine, the Israel and Hamas war and broader geopolitical tensions in South America, the Caribbean, the Middle East and Eastern Europe may lead to further sanctions,sanctions or tariffs, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions,conditions or our South American export sales, increase volatility in the price of and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity. We cannot predict the extent of these conflicts’ effect on our business and results of operations, as well as on the global economy and energy industry.

We rely on our information technology (“IT”) and operational technology (“OT”) infrastructure to process, transmit and store electronic information, including information we use to conduct our operations, and to safely operate our assets. While we believe that we maintain appropriate information security policies and protocols, we face cybersecurity and other security threats to our informationIT technologyand OT infrastructure, which could include threats to our operational and safety systems that operate our pipelines, facilities and other assets. We could face unlawful attempts to gain access to our informationIT technologyand infrastructure,OT systems, including coordinated attacks from hackers, whether state-sponsored groups, “hacktivists” or private individuals. The age, operating systems or condition of our current informationIT technologyand OT system infrastructure and software assets and our ability to maintain and upgrade such assets could affect our ability to resist cybersecurity threats. Additionally, our sensitive information may be subject to improper disclosure or fabrication by artificial intelligence (“AI”) and machine learning technologies on systems external to ours, leading to compromises in cybersecurity. AI and machine learning technology may also be flawed, and data sets used in generative AI may be insufficient or contain biased, incorrect or incomplete information.

Our informationIT technologyand OT infrastructure is critical to the efficient operation of our business and essential to our ability to perform day-to-day operations. Breaches in our informationinfrastructure, technology infrastructurenetworks or physical facilities, or other disruptions, could result in damage to our assets, loss of intellectual property, impairment of our ability to conduct our operations, disruption of our customers’ operations, loss or damage to our customer data delivery systems, safety incidents, damage to the environmentenvironment, compromise of personal data, and could have a material adverse effect on our operations, financial position and results of operations. It is also possible thatthat, despite our use of security monitoring and alerting tools, breaches to our systems could go unnoticed for some period of time.

We and our third-party service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyberattacks, as well as physical attacks, which could result in information securitycybersecurity breaches and significant disruption to our business. Such data breaches and cyberattacks could compromise our operational or other capabilities and cause significant damage to our business and our reputation. Our information systems have experienced threats to the security of our digital infrastructure, but none of these have had a significant impact on our business, operations or reputation relating to such attacks.reputation. We maintain a 24/7 dedicated security operations center to anticipate, detect and prevent cyberattacks; however, there is no assurance that we will not suffer such losses or breaches in the future. As cyberattacks continue to evolve, we may be required to expend significant additional resources to respond to cyberattacks, to continue to modify or enhance our protective measures or to investigate and remediate any informationsecurity vulnerabilities in our systems and related infrastructure security vulnerabilities.infrastructure. We may also be subject to regulatory investigations or litigation relating from cybersecurity issues.

We are a growth-oriented MLP formed in Delaware in 1996. Our common units are traded on the NYSE, under the ticker symbol “GEL.” We are a provider of an integrated suite of midstream services (primarily transportation, storage, sulfur removal, blending, terminaling and processing) for a large area of the Gulf of America and the Gulf Coast region of the crude oil and natural gas industry. We provide an integrated suite of services to crude oil and natural gas producers, refiners, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks andtanks, terminals, railcars, rail unloading facilities, barges and other vessels, and trucks. Prior to February 28, 2025, our business also included our trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business based in Wyoming (our “Alkali Business”). Our Alkali Business mined and processed trona from which it produced natural soda ash, also known as sodium carbonate (Na2CO3), a basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent, lithium hydroxide and lithium carbonate (which are key inputs in the production of lithium batteries) and a variety of chemicals and other industrial products.

We reported Net LossIncome Attributablefrom toContinuing Genesis Energy, L.P.Operations of $63.9$30.5 million in 20242025 compared to Net IncomeLoss Attributablefrom toContinuing Genesis Energy, L.P.Operations of $117.7$50.8 million in 2023.2024.

Net LossIncome Attributablefrom toContinuing Genesis Energy, L.P.Operations in 20242025 was primarily impacted by: (i)an a decreaseincrease in operating income associated with our reportable segmentssegments, primarily duerelated to a decrease in export pricing in our Alkalioffshore Businesspipeline transportation segment (see “Results of Operations” below for additional details). onIn ouraddition, individualan segments);impairment expense of $43.0 million was reported during 2024, whereas no impairment expense was reported in 2025 (iisee “Results of Operations” below for additional details). These impacts were partially offset by: (i) an increase in depreciation, depletiongeneral and amortizationadministrative expenseexpenses of $33.0$28.0 million primarily related to an increase in third-party transaction costs incurred associated with the sale of the Alkali Business on February 28, 2025; (see “Results of Operations” below for additional details); (iii) impairment expense of $43.0 million recorded during 2024 (see “Results of Operations” below for additional details); (ivii) an increase in interestdepreciation expense,and netamortization expense of $42.6$25.4 million (see “Results of Operations” below for additional details); and (viii) ana increasedecrease in otherequity expense,in netearnings of equity investees of $10.7 million as a result of the fees associated with the tender of $575.0 million of our 2027 Notes during 2024.million.

Available Cash before Reserves (as defined below in “Non-GAAP Financial Measures”) decreasedto $191.8our common unitholders was $149.1 million infor 2024 to $159.4 million as compared to 2023 Available Cash before Reserves of $351.2 million, primarily due to2025, a decrease of $10.3 million, or 6%, from 2024 primarily as a result of 2025 only including two months of activity from the Alkali Business, as it was sold on February 28, 2025, whereas 2024 included a full year of activity from the Alkali Business. Partially offsetting this decrease were primarily the following: (i) an increase in Segment Margin of $154.0$48.7 million in 2025 compared to 2024 from our continuing operations (which is further discussed below in “Results from Operations”); and an(ii) increasea decrease in interestaccumulated expense,distributions netto our Class A Convertible Preferred unitholders of $42.6$23.0 million. See “Financial Measures” below for additional information on Available Cash before Reserves.

Segment Margin was $673.0$577.9 million in 2024,2025, aan decreaseincrease of $154.0$48.7 millionmillion, or 9%, as compared to 2023.2024. We currently manage our businesses through fourthree divisions that constitute our reportable segments - offshore pipeline transportation, soda and sulfur services, marine transportation and onshore facilitiestransportation and transportation.services. A more detailed discussion of our segment results and other costs is included below in “Results of Operations.”

On February 14,13, 2025,2026, we paid a distribution of $0.165$0.18 per common unit related to the fourth quarter of 2024.2025. This represents a 9% increase in the quarterly distribution to common unitholders from the previous quarter.

Our primary objectives and strategies are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations. We believe the following have been and are important to meet our objectives:

•NewAn incrementalincrease in volumes from long-term contracted offshore commercial opportunities in the Gulf of America, including volumes from the Shenandoah development, which willsaw tiefirst production in the third quarter of 2025 and ties into our SYNC Pipeline and further downstream to our CHOPS Pipeline, and volumes from the Salamanca FPS, which willalso tiesaw first production in the third quarter of 2025 and ties into our existing SEKCO Pipeline for further transportation downstream toon our Poseidon Pipeline. These developments and their associated volumes are expected to come online in the first half of 2025.

Offshore Growth Commitments and Capital Projects Completion

DuringWe 2022, wepreviously entered into definitive agreements to provide transportation services for 100% of the crude oil production associated with two separate standalone deepwater developments that(Shenandoah haveand a combined production capacity of approximately 160,000 barrels per day.Salamanca). In conjunction with these agreements, we arecommitted to two offshore growth capital projects, which included expanding the current capacity of theour 64% owned CHOPS Pipeline and constructing the SYNC PipelinePipeline, a new 100% owned, approximately 105-mile, 20” diameter crude oil pipeline to connect one of the developmentsShenandoah deepwater development to our existing asset footprint in the Gulf of America.

The CHOPS expansion includesincluded a complete overhaul of the GB-72 platform topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the HI-A5 and GB-72 platforms to upgrade processing capabilities and increase throughput.throughput As of December 31, 2024, we successfully completed the overhaul of the GB-72 topside facility and re-connectedon the CHOPS pipeline to the platform during the fourth quarter. We expect to complete the remainder of the project, including the addition of the pumps, during the first half of 2025.Pipeline.

Our revenues for the year ended December 31, 20242025 decreased $210.8$30.4 million, or 7%,2%, from the year ended December 31, 2023,2024, and our costs and expenses (excluding the impairment expense in 2024) decreased $137.5$75.7 million, or 5%, between the two periods, with a net decreaseincrease to operating income (excluding the impairment expense in 2024) of $73.3$45.3 million. The decreaseincrease in our operating income during 20242025 is primarily attributabledue to: lower(i) exportour pricingoffshore pipeline transportation segment as a result of the contractual MVCs on our 100% owned SYNC Pipeline and 64% owned CHOPS Pipeline associated with the Shenandoah deepwater development that began in ourJune Alkali2025; Business(ii) a subsequent ramp-up in production from the Shenandoah development in excess of the MVCs during the fourth quarter 2025; and higher(iii) depreciation,an depletionoverall andincrease amortizationin duringvolumes 2024.across our offshore pipeline transportation network (see further discussion below). These decreases were partially offset by: higher(i) dayan ratesincrease in ourdepreciation marineand transportationamortization segment.of $25.4 million during 2025 (see further discussion below); and (ii) an increase in general and administrative expenses of $28.0 million during 2025 (see further discussion below). See further discussion below under “Segment Margin” regarding the activity in our individual operating segments.

A substantial portion of our revenues and costs during the periods presented wereare derived from our Alkalionshore Business, which is included in our sodatransportation and sulfur services segment, andwhich includes the purchase and sale of crude oil in our crude oil marketing business,business whichas iswell included inas our other refinery-centric onshore facilitiesoperations. Additionally, our revenues and costs are derived from the operations within our offshore pipeline transportation segment and our marine transportation segment. We describe, in more detail,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 prices for West Texas Intermediate crude oil on the New York Mercantile Exchange (“NYMEX”) decreased approximately 1%15% to $65.39 per barrel in 2025 as compared to $76.63 per barrel in 2024 as compared to $77.58 per barrel in 2023.2024. We would expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil, producingresulting 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,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.”

Additionally, changes in certain of our operating costs between the respective periods, such as those associated with our soda and sulfur services, offshore pipeline transportation and marine transportation segments, are not directly correlated with crude oil prices. We discuss certain of those costs in further detail below in our segment-by-segment analysis.

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, depletiondepreciation and amortization, impairment expense, interest expense, net, and income taxes.

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.

We reported Net Income fromAttributable Continuingto OperationsGenesis Energy, L.P. of $19.1$42.9 million during the three months ended MarchJune 31,30, 2026 (the “2026 Quarter”) compared to Net Loss fromAttributable Continuingto OperationsGenesis Energy, L.P. of $36.6$0.4 million during the three months ended MarchJune 31,30, 2025 (the “2025 Quarter”).

Net Income fromAttributable Continuingto OperationsGenesis 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 decreasegain 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 generalour equity in earnings of equity investees of $6.0 million primarily as a result of an increase in volumes and administrativeassociated expensesrevenue from Poseidon. Additionally, the 2025 Quarter included a loss of $23.1$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) a decreaseincrease in interestgeneral expense,and netadministrative expenses of $2.1$4.7 million (see “Results of Operations” below for additional details). This increase was partially offset by: (i) an increase in other expense of $2.7 million primarily related to the write-off of unamortized issuance costs and the tender premium associated with the redemption of our 2028 Notes in March 2026 (see “Liquidity and Capital Resources” below for additional details); and (ii) an increase in depreciation and amortization of $2.7 million during the 2026 Quarter (see “Results of Operations” below for additional details).

Cash flow from operating activities was $81.7$180.7 million for the 2026 Quarter compared to $24.8$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. Partially offsetting these increases was the absence of cash flows provided by operating activities from the Alkali Business in the 2026 Quarter, as it was sold on February 28, 2025, whereas the 2025 Quarter included two months of activity from the Alkali Business.

Available Cash before Reserves (as defined below in “Non-GAAP Financial Measures”) to our common unitholders was $43.8$78.3 million for the 2026 Quarter, an increase of $23.4$46.1 million, or 115%,143%, from the 2025 Quarter primarily as a result of: (i) an increase in Segment Margin of $35.0$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 (iiiii) a decrease in accumulated distributions to our Class A Convertible Preferred unitholders of $6.4$4.4 million. Partially offsetting these increases to Available Cash before Reserves was thean exclusionincrease to interest expense, net of activity$6.2 inmillion during the 2026 Quarter from the Alkali Business, as it was sold on February 28, 2025, whereas the 2025 Quarter included two months of activity from the Alkali Business.Quarter.

Our revenues for the 2026 Quarter increased $48.2$154.6 million, or 12%,41%, from the 2025 Quarter and our total costs and expensesexpenses, decreasedexcluding $6.4the gain on sale of assets in the 2026 Quarter, increased $134.4 million, or 2%,43%, between the two periods with an overall increase to operating income of $54.6 million as presented on the Unaudited Condensed Consolidated Statements of Operations.periods. The increase in our operating income during the 2026 Quarter is primarily due to: (i) 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 (ii)amortization aof decrease$7.2 million and an increase in general and administrative expenses of $23.1$4.7 million during the 2026 Quarter (see further discussion below). These were partially offset by an increase in depreciation and amortization of $2.7 million during the 2026 Quarter (see further discussion 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 $72.74$95.65 per barrel in the 2026 Quarter (and exited the 2026 Quarter with crude oil prices above $100 per barrel), as compared to $71.78$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.

(1)The increase in operating costs is primarily related to an increase in costs associated with accommodating our higher level of volumes in the 2026 Quarter,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 2026 Quarterthree and thesix 2025months Quarter.ended June 30, 2026 and 2025.

Offshore pipeline transportation Segment Margin for the 2026 Quarter increased $30.5$28.0 million, or 40%,32%, from the 2025 Quarter primarily due to: (i) production volumes associated with the deepwater Shenandoah floating production systemunit (“FPSFPU”), 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 FPS,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. In addition, the 2025 Quarter was impacted by producer downtime from several wells being shut in due to certain sub-sea operational and technical challenges, which were mostly resolved by our producer customers as we exited 2025. These increases to the 2026 Quarter were partially offset by a scheduled turnaround at a key third party production platform, which was completed in early April.

Despite some of the planned and unplanned downtime experienced in the 2026 Quarter, activityActivity in and around our Gulf of America asset base continues to be robust. During the 2026first Quarter,quarter of 2026, a fourth well at the Salamanca FPSFPU 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 FPSFPU 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.

WithinAs of June 30, 2026, within our marine transportation segment, we ownowned 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. Operating results for our marine transportation segment were as follows:

Marine transportation Segment Margin for the six months ended June 30, 2026 Quarter decreased $2.1$6.3 million, or 7%10%, from the six months ended June 30, 2025 Quarter primarily due to slightlyan lowerincrease in planned dry-docking days in our inland and offshore barge businesses and a slight decrease in average day rates in our inland barge businessbusiness. during the 2026 Quarter and the impacts toIn our offshore barge businessbusiness, as a result of planned dry-dockings in our offshore fleetrevenues during the first six months of 2026 Quarter.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. DayInland barge day rates have recovered at a slower pace than anticipated, and rates in the 2026 Quarter have not reached the levels we saw in the 2025 Quarter. In our offshore barge business, revenues for the 2026 Quarter were impacted by several required and planned regulatory dry-dockings, which included the dry-docking of one of our two largest vessels that is expected to be completed in the second quarter of 2026.2025. These decreases in Segment Margin were partially offset by an increase in adjusted utilization from our inland and offshore fleets and a contractual rate increase on our M/T American Phoenix during the first six months of 2026 Quarter compared to the 2025first Quarter.six months of 2025.

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 MarchJune 31,30, 2026:

(1)Total daily volumes for the 2026 Quarter and the 2025 Quarter include 32,87629,217 and 18,60916,403 Bbls/day, respectively, of intermediate refined petroleum products and 25,85731,252 and 19,56431,775 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.

Onshore transportation and services Segment Margin for the 2026 Quarter increased $6.6$9.8 million, or 45%,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 systemsystem, 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 PipelinePipeline, and benefited from an increase in refined product volumes at our Baton Rouge terminal. In our sulfur services business, we experienced aan decreaseincrease in NaHSSegment salesMargin volumesin the 2026 Quarter primarily asdue a result of operational challenges at our largest and lowest-cost host refinery, which was partially offset byto an increase in the index-based NaHS sales prices.prices and strong demand from our pulp and paper customers.

Total general and administrative expenses for the 2026 Quarter decreasedincreased by $23.1$4.7 million, or 57%,32%, from the 2025 Quarter. This decreaseincrease is primarily due to: (i)an a reductionincrease in third party costs related to business development activities and growth projects asduring the 20252026 Quarter included the transaction costs incurred associated with the sale of the Alkali Business on February 28, 2025, and (ii)an a reductionincrease 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 higher corporate general and administrative expenses.

Total depreciation and amortization expense for the 2026 Quarter increased $2.7$7.2 million, or 5%,13%, from the 2025 Quarter. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service,service at the end of and subsequent to the 2025 Quarter, including assets associated with our CHOPS expansion project and SYNC Pipeline, subsequent to the 2025 Quarter.Pipeline.

This decrease in interestInterest expense, net wasfor partiallythe offset2026 byQuarter increased $6.2 million, or 10%, from the 2025 Quarter primarily due to a decrease in capitalized interest in the 2026 Quarter primarilyas attributablea toresult of the completion of the CHOPS expansion project and SYNC Pipeline subsequentproject prior to the 20252026 Quarter.

On February 28, 2025 we completed the sale of the Alkali Business to an indirect affiliate of WE Soda Ltd.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,$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 agreementsagreement 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 (our “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 6.750% senior unsecured notes due March 15,our 2034 (the “2034 Notes”). Interest payments are due March 15 and September 15 of each year, beginning on September 15, 2026.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. The purchase of these Class A Convertible Preferred Units, which carried an annual coupon rate of 11.24%, has allowed us to lower our overall cost of capital.

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 andrisk, lowered theour 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 June 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.

Our ability to satisfy future capital needs will depend on our ability to raise substantial amounts of 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 MarchJune 31,30, 2026, the principal amount of long-term debt outstanding totaled approximately $3,224.1 million, consisting of $74.1 million borrowed under our senior secured credit facility and $3,150.0 million related to our senior unsecured notes.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 MarchJune 31,30, 2026 is $819.1$894.4 million, subject to compliance with covenants. Our inventory financing sublimit as of MarchJune 31,30, 2026 was $17.9$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.

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 andbusinesses, constructing new facilities and refinancing outstanding debt.

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.

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.

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 threesix months of 2026 and the first threesix months of 2025.

Net cash flows provided by our operating activities for the threesix months ended MarchJune 31,30, 2026 were $81.7$262.5 million compared to $24.8$71.8 million for the threesix months ended MarchJune 31,30, 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 threesix months of 2026 as compared to the first threesix months of 2025. These increases in cash flows from operating activities for the first threesix months of 2026 were partially offset by the fact that the first threesix months of 2025 included activity from the Alkali Business prior to the sale on February 28, 2025.

(2)Excluded from the table above were total capital expenditures of $6.4 million for the threesix months ended MarchJune 31,30, 2025 associated with theour Alkalidiscontinued Business that was sold on February 28, 2025.operations.

Maintenance capital expenditures incurred during the first threesix 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.

In April 2026, we declared our quarterly distribution to our common unitholders of $0.18 per unit related to the 2026first Quarter.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 willwere be payablepaid on May 15, 2026 to unitholders of record at the close of business on April 30, 2026.

As of MarchJune 31,30, 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. TheGenesis 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 assetsassets, 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 (collectively, the “Releases”).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.

(1)Excluded from assets in the table above are net intercompany receivables of $7.2$5.1 million that are owed to Genesis Energy, L.P. and the Guarantor Subsidiaries from the non-Guarantor Subsidiaries as of MarchJune 31,30, 2026.

(3)Excluded from revenues in the table above are $0.8$1.8 million of sales from Guarantor Subsidiaries to non-Guarantor Subsidiaries for the 2026six Quarter.months ended June 30, 2026.

(1)For a description of the term “maintenance capital utilized,” please see thediscussion definitionbelow of the termunder “AvailableDisclosure CashFormat beforeRelating Reservesto Maintenance Capital” discussed below.. Maintenance capital expenditures in the 2026 Quarter and 2025 Quarter were $16.7$31.4 million and $22.6$16.8 million, respectively, which excludes maintenance capital expenditures of $4.6 million in the 2025 Quarter associated with our discontinued operations.respectively.