Core Viewpoint - Graphano Energy Ltd. intends to amend the exercise price of 12,334,240 common share purchase warrants from $0.52 to $0.33 per share, subject to acceptance by the TSX Venture Exchange, to better reflect current market conditions and provide additional working capital if exercised [3]. Group 1: Warrant Amendment - The warrants were originally issued through private placements that closed on December 22, 2020, and April 19, 2021, and converted into common shares and warrants upon the listing of the Company's shares on August 21, 2021 [2]. - The current exercise price of the warrants is $0.52 per share, and the amendment will change it to $0.33 per share while keeping all other terms, including the expiry date, unchanged [3]. Group 2: Management Changes - Andrew Gainsbury has been appointed as the acting Chief Financial Officer on an interim basis, bringing over 16 years of experience in financial management and consulting [5]. - Gainsbury replaces James (Jay) Richardson, who has temporarily stepped away from his duties for medical reasons but remains a director of the Company [6]. Group 3: Company Overview - Graphano Energy Ltd. is focused on exploring and developing energy metals resources, particularly graphite, which is in high demand for technology applications such as lithium batteries in electric vehicles [7][8]. - The Company's Lac Aux Bouleaux property is located adjacent to Canada's only producing graphite mine and is positioned to meet the growing demand for graphite in various industries [8].

Core Viewpoint - Genesis Energy, L.P. has announced the early results and initial settlement date for its tender offer for its 7.750% senior notes due 2028, indicating strong interest with tenders received for $415,942,000 of the outstanding notes [1] Group 1: Tender Offer Details - The tender offer received tenders for an aggregate principal amount of $415,942,000 of the 7.750% senior notes due 2028 as of the early tender deadline on March 3, 2026 [1] - The expected initial settlement date for the tender offer is March 5, 2026, with the offer set to expire on March 18, 2026, unless extended or terminated [1] - Holders of notes who validly tender their notes after the early tender deadline will receive the applicable tender offer consideration, which is the total consideration minus the early tender payment [1] Group 2: Financial Offerings - Genesis Energy, L.P. has priced a public offering of $750,000,000 in aggregate principal amount of 6.75% senior notes due 2034, up from the previously announced $500,000,000 [2] - The notes will be co-issued with Genesis Energy Finance Corporation, and the price to investors will be 100% of the principal amount of the notes [2]

Core Viewpoint - Genesis Energy, L.P. has successfully priced a public offering of $750 million in senior notes, up from the previously announced $500 million, with a fixed interest rate of 6.75% due in 2034 [1] Group 1: Offering Details - The public offering consists of $750 million in aggregate principal amount of senior notes, which will be co-issued with Genesis Energy Finance Corporation and guaranteed by all subsidiaries except unrestricted ones [1] - The notes will be sold at 100% of their principal amount, and the offering is expected to settle on March 4, 2026, pending customary closing conditions [1] Group 2: Use of Proceeds - The net proceeds from the offering will be used to purchase or redeem all outstanding 7.75% senior notes due 2028 and for general partnership purposes, including repaying a portion of revolving borrowings under the senior secured credit facility [1] Group 3: Market Participation - BofA Securities and Citigroup are acting as joint global coordinators for the offering, with several other financial institutions serving as joint book-running managers [1]

Core Viewpoint - Genesis Energy, L.P. has increased its cash tender offer for its 7.750% Senior Notes due 2028 from a maximum of $490 million to any and all of the Notes, allowing for the purchase of all tendered Notes without proration [1] Group 1: Tender Offer Details - The maximum aggregate principal amount of Notes accepted for purchase has been increased to any and all of the Notes, eliminating the previous limit [1] - Notes tendered by the Early Tender Deadline will receive a purchase price of $1,001.25 per $1,000 principal amount, including an early tender payment of $30.00 [1] - Notes tendered after the Early Tender Deadline but before the Expiration Time will receive a purchase price of $971.25 per $1,000 principal amount [1] Group 2: Timeline and Conditions - The Early Tender Deadline is set for 5:00 p.m. on March 3, 2026, with settlement expected on March 5, 2026 [1] - The Expiration Time for the tender offer is 5:00 p.m. on March 18, 2026, with settlement expected on March 20, 2026 [1] - The tender offer is contingent upon the receipt of net proceeds from one or more offerings of senior notes sufficient to fund the purchase of all Notes accepted [1] Group 3: Redemption Plans - The company intends to call for redemption any outstanding Notes following the completion or termination of the tender offer [1] - The company reserves the right to purchase or redeem any remaining outstanding Notes at its discretion [1] Group 4: Company Overview - Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas, with operations primarily in the Gulf Coast region of the United States [2]

Core Viewpoint - Genesis Energy, L.P. has initiated a cash tender offer to purchase up to $490 million of its outstanding 7.750% senior notes due 2028, indicating a strategic move to manage its debt obligations effectively [1] Group 1: Tender Offer Details - The tender offer aims to buy back a portion of the senior notes, which were co-issued with Genesis Energy Finance Corporation [1] - As of February 18, 2026, the total outstanding principal amount of the notes was $679,360,000 [1]

Core Viewpoint - Genesis Energy, L.P. has announced a public offering of $500 million in senior notes due 2034, subject to market conditions [1] Group 1: Offering Details - The offering consists of senior notes co-issued with Genesis Energy Finance Corporation [1] - The notes will be guaranteed by all subsidiaries of Genesis Energy, excluding unrestricted subsidiaries [1] Group 2: Use of Proceeds - The company intends to use the net proceeds from this offering for unspecified purposes [1]

Core Insights - Genesis Energy, L.P. has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, with the SEC, which can be accessed on the company's website [1] - The company reported a net income of $19.9 million for Q4 2025, a significant improvement compared to a net loss of $49.4 million in Q4 2024 [1] - Cash flows from operating activities for Q4 2025 were $110.8 million, up from $74.0 million in the same quarter of the previous year [1] - The Board of Directors declared a quarterly cash distribution of $0.18 per common unit, amounting to an annualized distribution of $0.72 per common unit [1] - Genesis Energy will participate in upcoming investor conferences, including the BofA Securities 2025 Leveraged Finance Conference and the Wells Fargo 24th Annual Energy and Power Symposium [1]

Financial Performance and Flexibility - The company completed the sale of its Alkali Business for a gross purchase price of $1.425 billion, generating approximately $1.0 billion in net proceeds after debt assumption[30]. - As of December 31, 2025, the company had $788.6 million available under its $800 million senior secured credit facility, indicating strong financial flexibility[28]. - The company aims to reduce debt and increase cash flow, with a focus on returning value to common unitholders through potential increases in quarterly distributions[26]. - The company is focused on deleveraging its balance sheet while maintaining a conservative capital structure to ensure stable cash flows from operations[32]. - The ability to pay distributions depends on cash flow from operations, which is influenced by commodity prices and operational costs[156]. - Cash available for distribution will be affected by debt service requirements and capital expenditures[157]. - Profitability is dependent on maintaining or increasing commodity volumes, which are influenced by external factors beyond the company's control[159]. Operational Highlights - The company successfully finished its major growth capital spending program in 2025, including the completion of the SYNC Pipeline and the CHOPS expansion, which are expected to increase throughput significantly[36]. - First production from the Shenandoah and Salamanca deepwater developments occurred in Q3 2025, with Shenandoah throughput exceeding minimum volume commitments[36]. - The company operates one of the largest pipeline networks in the Deepwater area of the Gulf of America, which produced approximately 14% of U.S. oil in 2025[28]. - The offshore pipeline transportation segment operates approximately 1,536 miles of crude oil pipelines with a design capacity of approximately 2,094 MMbls/day[42]. - The company owns 759 miles of offshore natural gas pipelines with an aggregate design capacity of approximately 2,200 MMcf/day[43]. - The CHOPS Pipeline and Poseidon Pipeline, both with a 64% ownership interest, are among the largest crude oil pipelines in the Gulf of America, with capacities of 550,000 Bbls/day and 350,000 Bbls/day respectively[47]. - The offshore hub platforms have a total natural gas processing capacity of 495 MMcf/day and crude oil capacity of 123 MBbls/day[54]. - The marine transportation segment has an aggregate fleet design capacity of 884 MBbls for offshore operations[59]. - The company gathers and markets approximately 18,785 Bbls/day of crude oil, primarily from Texas and the Gulf Coast[68]. Market and Competitive Environment - The company has limited direct commodity price risk exposure due to back-to-back sales contracts and hedging strategies in its crude oil marketing business[32]. - The company faces intense competition for crude oil, natural gas, and refined products, with competitors having significantly greater capital resources[166]. - Demand for midstream services is closely tied to crude oil and natural gas demand, with potential adverse effects from economic conditions and alternative energy sources[164]. - Competition for asset acquisition is increasing, which may result in higher relative prices and limit successful bidding[154]. - The company may not be able to access adequate capital on favorable terms, which could restrict operations and affect financial condition[148]. Environmental and Regulatory Compliance - The company is subject to stringent federal, state, and local environmental regulations, which may impose additional compliance costs and operational restrictions[111]. - The company believes it is in substantial compliance with CERCLA, RCRA, and related state and local laws, holding all necessary permits and registrations[114]. - The company is subject to strict liability under the Oil Pollution Act for containment and cleanup costs related to petroleum releases[119]. - The EPA's regulations aim for a 95% reduction in volatile organic compounds emissions from hydraulically fractured wells constructed after January 1, 2015[122]. - The company may incur increased costs due to future legislation or regulations regarding greenhouse gas emissions, which could also affect demand for its products[130]. - The Clean Water Act imposes strict controls on pollutant discharges, requiring permits that could lead to increased operational costs[116]. - The company is subject to penalties for noncompliance with the Clean Air Act, which regulates air pollutant emissions from its operations[121]. - The company faces potential risks from environmental activism and claims related to greenhouse gas emissions, which could impact operations and access to capital[131]. - The company is subject to stringent pipeline safety regulations under the PHMSA, which include significant financial penalties for non-compliance and new safety requirements for pipeline operations[133]. Employee and Corporate Governance - The company employed 1,061 employees as of December 31, 2025, and considers its relationship with employees to be in good standing[90]. - Employee compensation programs are designed to incentivize performance and maximize returns, with a comprehensive benefits package including up to 6% matching for retirement savings[92][93]. - The company actively develops its employees through performance management processes and training programs to align with business objectives[94][95]. - The partnership structure allows significant influence from the Davison family, which may lead to conflicts of interest affecting strategic decisions[211]. Financial Risks and Challenges - Inflationary pressures and changes in monetary policy have increased operating costs, potentially leading to higher capital expenditures[151]. - The company may face limitations in accessing capital, which could impair its ability to execute growth strategies and acquire assets[153]. - Fluctuations in commodity prices can adversely affect cash flows and profitability, despite attempts to hedge against risks[172]. - Non-utilization of certain assets can significantly reduce profitability due to fixed costs associated with those assets[174]. - The company may incur additional indebtedness in the future, which could be subject to restrictive terms and conditions[186]. Strategic Initiatives and Future Outlook - The company is strategically positioned with operational flexibility in its onshore transportation and services assets, allowing for market expansion[32]. - The company’s offshore pipeline transportation segment is positioned to benefit from the energy transition due to lower emission intensity of barrels produced in the Gulf of America[45]. - The company may face challenges in executing its growth strategy due to factors such as unreceptive capital markets and competition for acquisitions[148]. - The company is exposed to fluctuations in interest rates, with obligations under its senior secured credit facility bearing interest based on the Secured Overnight Financing Rate (SOFR)[194].

Core Insights - Genesis Energy reported fourth-quarter 2025 results that exceeded internal expectations, driven by growth in offshore volumes and a return to normalized performance in marine transportation [4] - The company anticipates a conservative outlook for 2026, factoring in expected offshore downtime and a heavier maintenance schedule for marine operations [6][8] Operational Performance - The Shenandoah floating production unit (FPU) operated at or near its target rate of 100,000 barrels per day from four phase one wells during the quarter [1] - The offshore pipeline transportation segment showed strong sequential growth, with segment margin and total volumes across the CHOPS and Poseidon systems increasing approximately 19% and 16%, respectively, compared to the previous quarter [2][3][7] Financial Highlights - Genesis exited 2025 with effectively zero revolver borrowings and raised the quarterly common distribution to $0.18, reflecting a 9.1% year-over-year increase [5][19] - The company repurchased $25 million of preferred units, demonstrating a disciplined approach to capital allocation [20] 2026 Guidance - Management expects 2026 adjusted EBITDA to be approximately ±15–20% versus a normalized range of $500–510 million, incorporating assumptions of 10 days of offshore downtime and a $5–10 million impact from marine dry-docking [6][9][10] - The company anticipates a stronger performance in 2027 based on current development plans [11] Offshore Projects and Development - At Salamanca, an additional well is scheduled for completion in Q2 2026, with total production expected to reach 50,000 to 60,000 barrels per day [12] - The Monument development at Shenandoah is expected to be completed by late 2026 or early 2027, potentially increasing total throughput to as much as 120,000 barrels per day [13] Market and Customer Dynamics - The Bureau of Ocean Energy Management's recent lease sale generated over $300 million in high bids for 181 tracts, with a significant portion located in the Central Gulf of Mexico, where Genesis has existing pipeline infrastructure [15] - The acquisition of LLOG by Harbour Energy is viewed positively, as Genesis moves approximately 70% of LLOG's operated production through its pipelines [22]

Financial Data and Key Metrics Changes - The fourth quarter results exceeded internal expectations, with strong growth in the offshore pipeline transportation segment driven by steady base volumes and contributions from new wells [5][10] - The company exited the year with effectively zero outstanding under its $800 million senior secured revolving credit facility, reflecting strong liquidity [6] - The quarterly common unit distribution was increased to $0.18 per unit, representing a 9.1% year-over-year increase [6] Business Segment Data and Key Metrics Changes - The offshore pipeline transportation segment saw a 19% increase in Segment Margin and a 16% increase in total volumes compared to the previous quarter, marking the third consecutive quarter of growth [10] - The marine transportation segment returned to normalized operating performance as refinery customers increased runs of heavy crude oil, leading to higher volumes of intermediate black oil for transport [5][16] - The onshore transportation and services segment performed in line with expectations, with increased throughput volumes across Texas and Raceland terminals [21] Market Data and Key Metrics Changes - The Gulf of America remains a world-class basin with strong long-term interest, as evidenced by the recent lease sale generating over $300 million in high bids for 181 tracts [14][15] - The market conditions for both brown water and blue water fleets stabilized, with increased demand for inland transportation due to refinery runs of heavy crudes [16][17] Company Strategy and Development Direction - The company is focused on deepwater Gulf of America growth, with expectations for increased production volumes and drilling schedules from offshore producer customers [7][9] - The management emphasized a disciplined approach to capital allocation, including debt reduction and evaluating future distribution increases [22][23] Management's Comments on Operating Environment and Future Outlook - Management acknowledged potential disruptions from hurricanes and higher marine maintenance in 2026, but remains optimistic about exceeding guidance based on customer feedback [29][30] - The company views the recent acquisition of LLOG by Harbour Energy as a positive development, with plans to double production from the acquired asset [46][47] Other Important Information - The company plans to maintain flexibility in evaluating future organic and inorganic opportunities while focusing on long-term value creation for stakeholders [22][23] - The marine transportation segment is expected to benefit from additional volumes produced in the Gulf of America and increased crude imports [16][17] Q&A Session Summary Question: Guidance for 2026 and EBITDA impact from disruptions - Management expects a $5 million-$10 million reduction in Segment Margin due to anticipated downtime and higher marine maintenance [29][30] Question: Capital allocation and leverage ratio targets - The long-term target for leverage ratio is around 4, with evaluations for distribution growth occurring quarterly [31][32] Question: Opportunities for acquiring remaining interests in offshore systems - Management expressed comfort with existing positions and potential for increased exposure without significant capital expenditure [39][40] Question: Impact of customer consolidation on long-term expectations - The acquisition of LLOG is seen as a positive, with expectations for increased production benefiting the company [46][47] Question: Details on offshore guidance for Salamanca and Shenandoah - Management is confident in achieving the 15%-20% guidance based on discussions with producer customers [52][53]