Genesis Energy LP美股招股说明书(2026-02-20版)

$750,000,0006.750% Senior Notes due 2034 The notes will bear interest at the rate of 6.750% per year. Interest on the notes is payable on March15 and September15 of each year, commencing onSeptember15, 2026. The notes will mature on March15, 2034. We may redeem some or all of the notes at any time before maturity at the prices discussed under thesection entitled “Description of Notes—Optional Redemption.” The notes will be our senior unsecured obligations and will rank equally with all of our other unsubordinated indebtedness from time to time outstanding. Holdersof any secured indebtedness will have claims that are senior in right of payment to your claims as holders of the notes, to the extent of the value of the assets securingsuch indebtedness, in the event of any bankruptcy, liquidation or similar proceeding. At the time of issuance, the notes will be guaranteed on a senior unsecured basis byeach of our domestic subsidiaries that is a guarantor under our credit agreement other than Genesis Energy Finance Corporation. The notes will be structurallysubordinated to the indebtedness and other liabilities of our non-guarantor subsidiaries. See “Description of Notes.” The notes will not be listed on any securities exchange. The notes are a new issue of securities with no established trading market. Investing in the notes involves risks. Read “Risk Factors” beginning on page S-15 of this prospectus supplement, on page 3 of theaccompanying base prospectus and on page 27 of our Annual Report onForm 10-Kfor the year ended December31, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Citigroup BofASecurities WellsFargoSecuritiesBNP PARIBASPNCCapitalMarketsLLCTruist Securities Capital One SecuritiesHuntingtonCapitalMarketsCitizens Capital MarketsRBC Capital Markets Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF CERTAIN OTHER INDEBTEDNESSDESCRIPTION OF NOTESCERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSINVESTMENT IN THE NOTES BY EMPLOYEE BENEFIT PLANS AND IRAsUNDERWRITINGLEGAL MATTERSEXPERTSINFORMATION REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION PROSPECTUS DATED APRIL16, 2024ABOUT THIS PROSPECTUSGENESIS ENERGY, L.P.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF OUR EQUITY SECURITIESGeneralOur Common UnitsOur Preferred SecuritiesOur Subordinated SecuritiesOur OptionsOur WarrantsOur RightsCASH DISTRIBUTION POLICYDistribution of Available CashClassA Convertible Preferred Unit DistributionsAdjustment of Quarterly Distribution AmountsDistributions of Cash Upon LiquidationDESCRIPTION OF OUR PARTNERSHIP AGREEMENTPartnership PurposePower of AttorneyReimbursements of Our General PartnerIssuance of Additional Securities; Preemptive RightsAmendments to Our Partnership AgreementWithdrawal or Removal of Our General PartnerLiquidation and Distribution of ProceedsChange of Management ProvisionsLimited Call RightIndemnificationDESCRIPTION OF DEBT SECURITIES AND GUARANTEESGeneral Table of Contents Amounts of IssuancesPrincipal Amount, Stated Maturity and MaturitySpecific Terms of Debt SecuritiesGoverning LawForm of Debt SecuritiesRedemption or RepaymentMergers and Similar TransactionsSubordination ProvisionsDefeasance, Covenant Defeasance and Satisfaction and DischargeNo Personal LiabilityDefault, Remedies and Waiver of DefaultModifications and WaiversSpecial Rules for Action by HoldersForm, Exchange and TransferPaymentsGuaranteesPaying AgentsNoticesOur Relationship With the TrusteeWarrants to Purchase Debt SecuritiesMATERIAL INCOME TAX CONSEQUENCESPartnership StatusLimited Partner StatusTax Consequences of Unit OwnershipTax Treatment of OperationsDisposition of Common UnitsUniformity of UnitsTax-ExemptOrganizations and Other InvestorsAdministrative MattersLegislative DevelopmentsState, Local, Foreign and Other Tax ConsiderationsINVESTMENT IN GENESIS BY EMPLOYEE BENEFIT PLANS AND IRASGeneral Fiduciary MattersProhibited Transaction IssuesPlan Asset Issues PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION We expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of thisprospectus supplement, which will be the tenth business day following the date of this prospectus supplement. This settlement cycle is referred to as“T+10.” Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle inone business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior toone business day before delive