UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (~~Date~~date of earliest event reported): February 12 18, 2026

GENESIS ENERGY, L.P.

(Exact name of registrant as specified in its charter)

Delaware

1-12295

76-0513049

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


811 Louisiana, Suite 1200, Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(713) 860-2500

(Registrant'’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~Each~~each ~~Class~~class Trading Symbol(s) Name of ~~Each~~each ~~Exchange~~exchange on ~~Which~~which ~~Registered~~registered Common Units GEL NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company ☐

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.~~02. Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

WeUnderwriting ~~issued~~Agreement a press release on February 12, 2026 regarding our financial results for the quarter ended December 31, 2025, and will hold a webcast conference call discussing those results on February 12, 2026 at 9:00 a.m. Central time (10:00 a.m. Eastern time). A copy of this earnings press release is furnished as Exhibit 99.1 to this report. The webcast conference call will be available for replay on our website at www.genesisenergy.com for 30 days. A summary of this conference call is archived on our website.

AsOn ~~provided~~February 18, in2026, ~~General~~Genesis ~~Instruction~~Energy, BL.2P. ~~to Form 8-K~~(“Genesis”), ~~the~~Genesis ~~information~~Energy ~~furnished~~Finance inCorporation ~~this~~(together ~~Item~~with ~~2.02~~Genesis, the “Issuers”) and incertain ~~Exhibit~~subsidiary ~~99.1~~guarantors ~~hereto~~of ~~shall~~Genesis ~~not~~entered beinto ~~deemed~~an ~~“filed”~~Underwriting ~~for~~Agreement ~~purposes~~(the “Underwriting ofAgreement”) ~~Section~~with 18BofA ~~of the~~ Securities, ~~and Exchange Act of 1934~~Inc., as ~~amended,~~representative ~~nor~~of ~~shall~~a itgroup beof ~~deemed~~underwriters ~~incorporated~~named ~~by reference~~ in ~~any filing with~~ the ~~Securities~~Underwriting ~~and Exchange Commission~~Agreement, ~~except~~in asconnection ~~shall~~with bethe ~~expressly~~Issuers’ ~~provided~~public byoffering ~~specific~~of ~~reference~~senior innotes ~~such filing~~(the “Offering”).

~~Use~~The Underwriting Agreement provides for, among other things, the issuance and sale by the Issuers of ~~Non-GAAP~~$750 million ~~Financial~~in ~~Measures~~aggregate principal amount of 6.750% senior unsecured notes due 2034 (the “Notes”), guaranteed by certain subsidiary guarantors of Genesis (such guarantees, together with the Notes, the “Securities”).

~~Overview~~The Issuers expect to receive net proceeds from the Offering, after deducting underwriting discounts, commissions, and estimated expenses, of approximately $737.0 million. Genesis intends to use the net proceeds from the Offering (i) to purchase or redeem any and all of the outstanding aggregate principal amount of our 7.75% senior notes due 2028 (the “2028 Notes”) and (ii) for general partnership purposes, including repaying a portion of the revolving borrowings outstanding under our senior secured credit facility.

~~This~~The ~~press~~Underwriting ~~release~~Agreement ~~and~~provides that the ~~accompanying~~obligations ~~schedules include non-generally accepted accounting principle (non-GAAP) financial measures~~ of ~~Adjusted~~the ~~EBITDA~~underwriters ~~and~~to ~~total~~purchase ~~Available~~the ~~Cash~~Notes ~~before~~are ~~Reserves.~~subject ~~In this press release, we also present total Segment Margin as if it were a non-GAAP measure. Our non-GAAP measures may not be comparable~~ to ~~similarly~~receipt ~~titled measures~~ of ~~other~~legal ~~companies~~opinions ~~because~~by ~~such~~counsel ~~measures~~and ~~may~~to ~~include or exclude~~ other ~~specified~~customary ~~items~~conditions. The ~~accompanying~~Issuers ~~schedules~~have ~~provide~~agreed ~~reconciliations of these non-GAAP financial measures~~ to ~~their~~indemnify ~~most~~the ~~directly~~underwriters ~~comparable~~against ~~financial~~certain ~~measures~~liabilities, ~~calculated~~including inliabilities ~~accordance~~under ~~with generally accepted accounting principles in~~ the ~~United~~Securities ~~States~~Act of ~~America~~1933, ~~(GAAP).~~as ~~Our~~amended ~~non-GAAP~~(the ~~financial~~“Securities ~~measures should not be considered (i~~Act”), asor ~~alternatives~~ to ~~GAAP~~contribute ~~measures~~to ofpayments ~~liquidity~~the orunderwriters ~~financial~~may ~~performance~~be orrequired ~~(ii)~~to asmake ~~being~~because ~~singularly~~of ~~important in~~ any particular context; they should be considered in a broad context with other quantitative and qualitative information. Our Available Cash before Reserves, Adjusted EBITDA and total Segment Margin measures are just three of ~~the~~those ~~relevant data points considered from time to time~~liabilities.

~~When~~The ~~evaluating~~Securities ~~our~~have ~~performance~~been ~~and~~registered ~~making~~under ~~decisions~~the ~~regarding~~Securities ~~our future direction and actions (including making discretionary payments~~Act, ~~such~~pursuant ~~as quarterly distributions) our board of directors and management team have access~~ to athe ~~wide~~Registration ~~range~~Statement ofon ~~historical~~Form ~~and forecasted qualitative and quantitative information, such as our financial statements; operational information; various non~~S-~~GAAP~~3 ~~measures;~~(Registration ~~internal forecasts; credit metrics; analyst opinions; performance; liquidity and similar measures; income; cash flow expectations for us; and certain information regarding some of our peers~~No. ~~Additionally~~ 333-278743), ~~our~~as ~~board~~supplemented ofby ~~directors~~the ~~and~~Prospectus ~~management~~Supplement ~~team~~dated ~~analyze~~February 18, ~~and place different weight on~~2026, ~~various~~relating ~~factors from time~~ to ~~time. We believe that investors benefit from having access to~~ the ~~same financial measures being utilized by management~~Offering, ~~lenders,~~filed ~~analysts~~with ~~and~~the ~~other~~SEC ~~market~~pursuant ~~participants. We attempt~~ to ~~provide~~Rule ~~adequate~~424(b) ~~information~~of tothe ~~allow~~Securities each individual investor and other external user to reach her/his own conclusions regarding our actions without providing so much information as to overwhelm or confuse such investor or other external userAct.

~~Available~~The ~~Cash~~Underwriting ~~before~~Agreement ~~Reserves~~contains representations, warranties and other provisions that were made only for purposes of the Underwriting Agreement and as of specific dates and were solely for the benefit of the parties thereto. Accordingly, investors and securityholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.

~~Purposes~~This summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, ~~Uses~~a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and ~~Definition~~is incorporated into this Item 1.01 by reference.

~~Available~~Affiliates ~~Cash~~of ~~before~~certain ~~Reserves,~~of ~~often~~the ~~referred~~underwriters toare bylenders ~~others~~under asour ~~distributable~~senior ~~cash~~secured ~~flow~~credit facility, isand aas ~~quantitative~~such ~~standard~~may ~~used~~be ~~throughout~~entitled ~~the~~to ~~investment~~be ~~community~~repaid with ~~respect~~the tonet ~~publicly~~proceeds ~~traded~~of ~~partnerships~~the ~~and~~Offering isthat ~~commonly~~are used asto repay a ~~supplemental~~portion ~~financial measure by management and by external users~~ of ~~financial~~the ~~statements such~~borrowings asoutstanding ~~investors,~~under ~~commercial~~our ~~banks,~~senior ~~research~~secured ~~analysts~~credit facility and ~~rating~~may ~~agencies,~~receive totheir ~~aid~~pro inrata ~~assessing,~~portion ~~among~~of ~~other~~such ~~things:~~repayment.

~~(1)~~Additionally, certain of the ~~financial~~underwriters ~~performance~~or their affiliates may be holders of our ~~assets;~~2028 Notes and, accordingly, may receive a portion of the proceeds of this Offering.

~~(2)our~~Item ~~operating~~7.01 ~~performance;~~Regulation FD Disclosure.

~~(3)~~On February 18, 2026, Genesis issued a press release announcing the ~~viability~~commencement of ~~potential~~the ~~projects,~~Offering ~~including~~of ~~our~~the ~~cash~~Securities. ~~and~~On ~~overall~~February 18, ~~return~~2026, onGenesis ~~alternative~~issued ~~capital~~a ~~investments~~press asrelease ~~compared~~announcing tothe ~~those~~pricing of ~~other~~the ~~companies~~Notes. inCopies of the ~~midstream~~press ~~energy~~releases ~~industry;~~are furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

~~(4)the~~In ~~ability~~accordance with General Instruction B.2 of ~~our~~Form 8-K, the ~~assets~~information in Item 7.01 and the press releases are deemed to ~~generate~~be ~~cash~~“furnished” ~~sufficient~~and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to ~~satisfy~~the ~~certain~~liabilities ~~non-discretionary~~of ~~cash~~that ~~requirements~~section, ~~including~~nor ~~interest~~shall ~~payments~~such information and ~~certain~~the ~~maintenance~~Exhibits ~~capital~~be ~~requirements;~~deemed ~~and~~incorporated by reference into any filing under the Securities Act or the Exchange Act.

~~(5)our~~Item ~~ability~~9.01. toFinancial ~~make~~Statements ~~certain discretionary payments, such as distributions on our preferred~~ and ~~common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness~~Exhibits.

We define Available Cash before Reserves (“Available Cash before Reserves”) as Adjusted EBITDA adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, interest expense, net, cash tax expense and cash distributions paid to our Class A Convertible Preferred unitholders.

Disclosure Format Relating to Maintenance Capital

We use a modified format relating to maintenance capital requirements because our maintenance capital expenditures vary materially in nature (discretionary vs. non-discretionary), timing and amount from time to time. We believe that, without such modified disclosure, such changes in our maintenance capital expenditures could be confusing and potentially misleading to users of our financial information, particularly in the context of the nature and purposes of our Available Cash before Reserves measure. Our modified disclosure format provides those users with information in the form of our maintenance capital utilized measure (which we deduct to arrive at Available Cash before Reserves). Our maintenance capital utilized measure constitutes a proxy for non-discretionary maintenance capital expenditures and it takes into consideration the relationship among maintenance capital expenditures, operating expenses and depreciation from period to period.

Maintenance Capital Requirements

Maintenance Capital Expenditures

Maintenance capital expenditures are capitalized costs that are necessary to maintain the service capability of our existing assets, including the replacement of any system component or equipment which is worn out or obsolete. Maintenance capital expenditures can be discretionary or non-discretionary, depending on the facts and circumstances.

Prior to 2014, substantially all of our maintenance capital expenditures were (a) related to our pipeline assets and similar infrastructure, (b) non-discretionary in nature and (c) immaterial in amount as compared to our Available Cash before Reserves measure. Those historical expenditures were non-discretionary (or mandatory) in nature because we had very little (if any) discretion as to whether or when we incurred them. We had to incur them in order to continue to operate the related pipelines in a safe and reliable manner and consistently with past practices. If we had not made those expenditures, we would not have been able to continue to operate all or portions of those pipelines, which would not have been economically feasible. An example of a non-discretionary (or mandatory) maintenance capital expenditure would be replacing a segment of an old pipeline because one can no longer operate that pipeline safely, legally and/or economically in the absence of such replacement.

Beginning with 2014, we believe a substantial amount of our maintenance capital expenditures from time to time will be (a) related to our assets other than pipelines, such as our marine vessels, trucks and similar assets, (b) discretionary in nature and (c) potentially material in amount as compared to our Available Cash before Reserves measure. Those expenditures will be discretionary (or non-mandatory) in nature because we will have significant discretion as to whether or when we incur them. We will not be forced to incur them in order to continue to operate the related assets in a safe and reliable manner. If we chose not to make those expenditures, we would be able to continue to operate those assets economically, although in lieu of maintenance capital expenditures, we would incur increased operating expenses, including maintenance expenses. An example of a discretionary (or non-mandatory) maintenance capital expenditure would be replacing an older marine vessel with a new marine vessel with substantially similar specifications, even though one could continue to economically operate the older vessel in spite of its increasing maintenance and other operating expenses.

In summary, 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.

Maintenance Capital Utilized

We believe our maintenance capital utilized measure is the most useful quarterly maintenance capital requirements measure to use to derive our Available Cash before Reserves measure. We define our maintenance capital utilized measure as that portion of the amount of previously incurred maintenance capital expenditures that we utilize during the relevant quarter, which would be equal to the sum of the maintenance capital expenditures we have incurred for each project/component in prior quarters allocated ratably over the useful lives of those projects/components.

Our maintenance capital utilized measure constitutes a proxy for non-discretionary maintenance capital expenditures and it takes into consideration the relationship among maintenance capital expenditures, operating expenses and depreciation from period to period. Because we did not use our maintenance capital utilized measure before 2014, our maintenance capital utilized calculations will reflect the utilization of solely those maintenance capital expenditures incurred since December 31, 2013.

Adjusted EBITDA

Purposes, Uses and Definition

Adjusted EBITDA is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things:

(1)the financial performance of our assets without regard to financing methods, capital structures or historical cost basis;

(2)our operating performance as compared to those of other companies in the midstream energy industry, without regard to financing and capital structure;

(3)the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry;

(4)the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and

(5)our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.

We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) attributable to Genesis Energy, L.P. before interest, taxes, depreciation, depletion and amortization (including impairment, write-offs, accretion and similar items) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, “Select Items”). 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. The most significant Select Items in the relevant reporting periods are set forth in this press release.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following materials are filed as exhibits to this Current Report on Form 8-K.

Exhibit No.		Description
ExhibitNumber	Description
99.1		Genesis Energy, L.P. press release, dated February 12, 2026.
1.1	Underwriting Agreement dated February 18, 2026 among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and BofA Securities, Inc., as representative of the several underwriters named therein.
104		Cover Page Interactive Data File (formatted as Inline XBRL).
99.1	Press release of Genesis Energy, L.P. dated February 18, 2026.
99.2	Press release of Genesis Energy, L.P. dated February 18, 2026.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

				GENESIS ENERGY, L.P.
			GENESIS ENERGY, L.P. (A Delaware Limited Partnership)
				(A Delaware Limited Partnership)
		By:	GENESIS ENERGY, LLC, as its sole general partner
			By:	GENESIS ENERGY, LLC, as General Partner
Date: February 24, 2026		By:	/s/ Kristen O. Jesulaitis
Date:	February 12, 2026		By:	/s/ Kristen O. Jesulaitis
			Kristen O. Jesulaitis Chief Financial Officer and Chief Legal Officer
				Kristen O. Jesulaitis
				Chief Financial Officer and Chief Legal Officer

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