Partners' Capital, Mezzanine Capital and Distributions

9 Months Ended

Sep. 30, 2025

Partners' Capital, Mezzanine Capital and Distributions

Partners’ Capital (Deficit), Mezzanine Capital and Distributions

At September 30, 2025, our outstanding common units consisted of 122,424,321 Class A Common Units and 39,997 Class B Common Units. The Class A Common Units are traditional common units in us. The Class B Common Units are identical to the Class A Common Units and, accordingly, have voting and distribution rights equivalent to those of the Class A Common Units, and, in addition, the Class B Common Units have the right to elect all of our board of directors and are

convertible into Class A Common Units under certain circumstances, subject to certain exceptions. At September 30, 2025, we had 15,695,722 Class A Convertible Preferred Units outstanding, which are discussed below in further detail.

In an effort to return capital to our investors, we announced a common equity repurchase program (the “Repurchase Program”) on August 8, 2023. The Repurchase Program authorizes the repurchase from time to time of up to 10% of our then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. These repurchases may be made pursuant to a repurchase plan or plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The Repurchase Program does not create an obligation for us to acquire a particular number of Class A Common Units and any Class A Common Units repurchased will be canceled. The Repurchase Program will be reviewed no later than December 31, 2026 and may be suspended or discontinued at any time prior thereto. During 2024 and 2025, we did not repurchase any Class A Common Units, and to date, we have purchased 114,900 Class A Common Units under the Repurchase Program.

Distributions

We paid, or will pay, the following cash distributions to our common unitholders in 2024 and 2025:


Distribution For	Date Paid	Per Unit Amount		Total Amount
2024
1st Quarter	May 15, 2024	$	0.150	$	18,370
2nd Quarter	August 14, 2024	$	0.150	$	18,370
3rd Quarter	November 14, 2024	$	0.165	$	20,207
4th Quarter	February 14, 2025	$	0.165	$	20,207
2025
1st Quarter	May 15, 2025	$	0.165	$	20,207
2nd Quarter	August 14, 2025	$	0.165	$	20,207
3rd Quarter(1)	November 14, 2025	$	0.165	$	20,207

(1)This distribution was declared in October 2025 and will be paid to unitholders of record as of October 31, 2025.

Class A Convertible Preferred Units

Our Class A Convertible Preferred Units rank senior to all of our currently outstanding classes or series of limited partner interests with respect to distribution and/or liquidation rights. Holders of our Class A Convertible Preferred Units vote on an as-converted basis with holders of our common units and have certain class voting rights, including with respect to any amendment to the partnership agreement that would adversely affect the rights, preferences or privileges, or otherwise modify the terms, of those Class A Convertible Preferred Units.

Accounting for the Class A Convertible Preferred Units

Our Class A Convertible Preferred Units are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event that is outside of our control. Therefore, we present them as temporary equity in the mezzanine section of the Unaudited Condensed Consolidated Balance Sheets. We initially recognized our Class A Convertible Preferred Units at their issuance date fair value, net of issuance costs, as they were not then redeemable and we did not have plans or expect any events that constitute a change of control in our partnership agreement.

On March 6, 2025, we entered into purchase agreements with certain Class A Convertible Preferred unitholders whereby we purchased a total of 7,416,196 Class A Convertible Preferred Units (the “Purchased Units”) at a purchase price of $35.40 per unit. In addition, we paid a distribution of $5.1 million (or $0.6841 per Purchased Unit), which represented distributions that accrued on the Purchased Units from January 1, 2025 through March 6, 2025.

Net Income (Loss) Attributable to Genesis Energy, L.P. is adjusted for distributions and returns attributable to the Class A Convertible Preferred Units that are paid in the period to arrive at Net Loss attributable to Common Unitholders. Net Income (Loss) Attributable to Genesis Energy, L.P. was reduced by $14.9 million and $56.7 million for the three and nine months ending September 30, 2025, respectively, and $21.9 million and $65.7 million for the three and nine months ending September 30, 2024, respectively, due to Class A Convertible Preferred Unit distributions paid in the period (Class A Convertible Preferred Unit distributions are summarized in the table below). For the nine months ended September 30, 2025, Net Loss Attributable to Genesis Energy L.P. was also reduced by $1.4 million due to returns attributable to the Class A Convertible Preferred Units accumulated in the period.

As of September 30, 2025, we will not be required to further adjust the carrying amount of our Class A Convertible Preferred Units until it becomes probable that they would be redeemed. Once redemption becomes probable, we would adjust the carrying amount of our Class A Convertible Preferred Units to the redemption value over a period of time comprising the date redemption first becomes probable and the date the units could first be redeemed.

We paid, or will pay, by the dates noted below, the following cash distributions to our Class A Convertible Preferred unitholders in 2024 and 2025:


Distribution For	Date Paid	Per Unit Amount		Total Amount
2024
1st Quarter	May 15, 2024	$	0.9473	$	21,894
2nd Quarter	August 14, 2024	$	0.9473	$	21,894
3rd Quarter	November 14, 2024	$	0.9473	$	21,894
4th Quarter	February 14, 2025	$	0.9473	$	21,894
2025
1st Quarter(1)	May 15, 2025	$	0.9473	$	19,942
2nd Quarter	August 14, 2025	$	0.9473	$	14,868
3rd Quarter(2)	November 14, 2025	$	0.9473	$	14,868

(1)Approximately $5.1 million of this distribution was associated with the Purchased Units and was paid on March 6, 2025.

(2)This distribution was declared in October 2025 and will be paid to unitholders of record as of October 31, 2025.

Noncontrolling Interests

We own a 64% membership interests in Cameron Highway Oil Pipeline Company, LLC (“CHOPS”) and are the operator of its pipeline and associated assets (the “CHOPS Pipeline”). We also own an 80% membership interest in Independence Hub, LLC. For financial reporting purposes, the assets and liabilities of these entities are consolidated with those of our own, with any third party or affiliate interest in our Unaudited Condensed Consolidated Balance Sheets amounts shown as noncontrolling interests in Partners’ Capital (Deficit).

GENESIS ENERGY LP 10-Q