What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-06 · 283 added, 236 removed, 939 unchanged (36% of the section changed)

3 unchanged sentences

(In millions, except share and per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

32 unchanged sentences

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding

Common stock, $ 0.01 par value, 110,000,000 shares authorized, 78,002,696 shares and 80,127,994 shares issued at June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 110,000,000 shares authorized, 77,567,217 shares and 80,127,994 shares issued at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,241.5 1,215.9

Accumulated other comprehensive loss ( 4.2 ) ( 4.1 )

Treasury stock, 17,575,527 shares, at cost, at June 30, 2025 and December 31, 2024, respectively

Treasury stock, 17,575,527 shares, at cost, at September 30, 2025 and December 31, 2024, respectively

( 694.1 ) ( 694.1 )

8 unchanged sentences

(In millions, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

9 unchanged sentences

Asset impairment 16.3 9.2 16.3 31.3

Other operating expense (income), net 0.4 ( 78.7 ) ( 6.6 ) ( 80.4 )

Other operating (income) expense net ( 0.1 ) 12.8 ( 6.7 ) ( 67.6 )

Total operating costs and expenses 2,591.3 3,164.3 8,157.1 9,566.6

Operating (loss) income ( 33.5 ) 4.6 ( 159.3 ) 33.8

Operating income (loss) 295.7 ( 121.9 ) 136.4 ( 88.1 )

Interest expense, net 93.1 78.8 263.1 244.1

Income from equity method investments ( 31.2 ) ( 25.1 ) ( 66.7 ) ( 77.4 )

Other expense (income), net 6.2 — 4.6 ( 0.6 )

Other (income) expense, net ( 1.2 ) ( 0.5 ) 3.4 ( 1.1 )

Total non-operating expense, net 60.7 53.2 199.8 165.6

Loss from continuing operations before income tax benefit ( 103.4 ) ( 42.6 ) ( 298.4 ) ( 78.6 )

Income tax benefit ( 14.1 ) ( 8.8 ) ( 50.9 ) ( 16.4 )

Loss from continuing operations, net of tax ( 89.3 ) ( 33.8 ) ( 247.5 ) ( 62.2 )

Income (loss) from continuing operations before income tax expense (benefit) 235.0 ( 175.1 ) ( 63.4 ) ( 253.7 )

Income tax expense (benefit) 39.9 ( 40.3 ) ( 11.0 ) ( 56.7 )

Income (loss) from continuing operations, net of tax 195.1 ( 134.8 ) ( 52.4 ) ( 197.0 )

Discontinued operations:

(Loss) income from discontinued operations ( 1.0 ) 8.8 ( 1.4 ) 12.4

(Loss) income from discontinued operations, including gain on sale of discontinued operations ( 0.4 ) 95.4 ( 1.8 ) 107.8

Income tax (benefit) expense ( 0.1 ) 28.1 ( 0.4 ) 29.6

(Loss) income from discontinued operations, net of tax ( 0.3 ) 67.3 ( 1.4 ) 78.2

Net loss ( 90.1 ) ( 26.1 ) ( 248.6 ) ( 51.3 )

Net income (loss) 194.8 ( 67.5 ) ( 53.8 ) ( 118.8 )

Net income attributed to non-controlling interests 16.8 9.3 47.3 27.8

Net loss attributable to Delek $ ( 106.4 ) $ ( 37.2 ) $ ( 279.1 ) $ ( 69.8 )

Basic loss per share:

Loss from continuing operations $ ( 1.75 ) $ ( 0.70 ) $ ( 4.53 ) $ ( 1.26 )

(Loss) income from discontinued operations ( 0.01 ) 0.12 ( 0.02 ) 0.17

Total basic loss per share $ ( 1.76 ) $ ( 0.58 ) $ ( 4.55 ) $ ( 1.09 )

Diluted loss per share:

Loss from continuing operations $ ( 1.75 ) $ ( 0.70 ) $ ( 4.53 ) $ ( 1.26 )

(Loss) income from discontinued operations ( 0.01 ) 0.12 ( 0.02 ) 0.17

Total diluted loss per share $ ( 1.76 ) $ ( 0.58 ) $ ( 4.55 ) $ ( 1.09 )

Net income (loss) attributable to Delek $ 178.0 $ ( 76.8 ) $ ( 101.1 ) $ ( 146.6 )

Basic income (loss) per share:

Income (loss) from continuing operations $ 2.96 $ ( 2.25 ) $ ( 1.64 ) $ ( 3.51 )

Income (loss) from discontinued operations — 1.05 ( 0.02 ) 1.22

Total basic income (loss) per share $ 2.96 $ ( 1.20 ) $ ( 1.66 ) $ ( 2.29 )

Diluted income (loss) per share:

Income (loss) from continuing operations $ 2.93 $ ( 2.25 ) $ ( 1.64 ) $ ( 3.51 )

Income (loss) from discontinued operations — 1.05 ( 0.02 ) 1.22

Total diluted income (loss) per share $ 2.93 $ ( 1.20 ) $ ( 1.66 ) $ ( 2.29 )

Weighted average common shares outstanding:

6 unchanged sentences

(In millions)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net loss $ ( 90.1 ) $ ( 26.1 ) $ ( 248.6 ) $ ( 51.3 )

Comprehensive loss $ ( 90.1 ) $ ( 26.1 ) $ ( 248.6 ) $ ( 51.3 )

Net income (loss) $ 194.8 $ ( 67.5 ) $ ( 53.8 ) $ ( 118.8 )

Comprehensive income (loss) $ 194.8 $ ( 67.5 ) $ ( 53.8 ) $ ( 118.8 )

Comprehensive income attributable to non-controlling interest 16.8 9.3 47.3 27.8

Comprehensive loss attributable to Delek $ ( 106.4 ) $ ( 37.2 ) $ ( 279.1 ) $ ( 69.8 )

Comprehensive income (loss) attributable to Delek $ 178.0 $ ( 76.8 ) $ ( 101.1 ) $ ( 146.6 )

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(In millions, except share and per share data)

Three Months Ended June 30, 2025

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity

Three Months Ended September 30, 2025

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Redeemable Non-Controlling Interest

Shares Amount Shares Amount

Balance at March 31, 2025

Balance at June 30, 2025

78,002,696 $ 0.8 $ 1,243.3 $ ( 4.2 ) $ ( 519.8 ) ( 17,575,527 ) $ ( 694.1 ) $ 268.9 $ 294.9 $ —

Net (loss) income — — — — ( 106.4 ) — — 16.3 ( 90.1 )

Net income — — — — 178.0 — — 16.8 194.8 —

Common stock dividends ($ 0.255 per share)

2 unchanged sentences

Equity-based compensation expense — — 7.4 — — — — 0.6 8.0 —

Issuance of stock for non-controlling interest repurchase, net of tax — — — — — — — — — —

Sale of Delek Logistic common limited partner units, net — — — — — — — — — —

Repurchase of common stock ( 559,933 ) — ( 9.0 ) — ( 6.0 ) — — — ( 15.0 ) —

2 unchanged sentences

Other 42,293 — 0.7 — — — — ( 0.1 ) 0.6 —

Balance at June 30, 2025

Balance at September 30, 2025

77,567,217 $ 0.8 $ 1,241.5 $ ( 4.2 ) $ ( 363.1 ) ( 17,575,527 ) $ ( 694.1 ) $ 263.9 $ 444.8 $ —

Three Months Ended June 30, 2024

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity

Three Months Ended September 30, 2024

Shares Amount Shares Amount

Balance at March 31, 2024

Balance at June 30, 2024

82,085,570 $ 0.8 $ 1,175.8 $ ( 4.8 ) $ 328.1 ( 17,575,527 ) $ ( 694.1 ) $ 177.0 $ 982.8 $ —

Net income — — — — ( 37.2 ) — — 11.1 ( 26.1 )

Net (loss) income — — — — ( 76.8 ) — — 9.3 ( 67.5 ) —

Common stock dividends ($ 0.255 per share)

2 unchanged sentences

Equity-based compensation expense — — 10.0 — — — — 0.3 10.3 —

Repurchase of common stock ( 942,329 ) — ( 13.5 ) — ( 6.5 ) — — — ( 20.0 ) —

Taxes paid due to the net settlement of equity-based compensation — — ( 0.5 ) — — — — ( 0.3 ) ( 0.8 ) —

Exercise of equity-based awards 59,485 — — — — — — — — —

Issuance of Delek Logistics preferred units — — — — — — — — — 70.0

Other 28,582 — 0.9 — 0.1 — — 0.1 1.1 —

Balance at June 30, 2024

Balance at September 30, 2024

81,231,308 $ 0.8 $ 1,172.7 $ ( 4.8 ) $ 228.5 ( 17,575,527 ) $ ( 694.1 ) $ 172.3 $ 875.4 $ 70.0

3 unchanged sentences

(In millions, except share and per share data)

Six Months Ended June 30, 2025

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity

Nine Months Ended September 30, 2025

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Redeemable Non-controlling Interest

Shares Amount Shares Amount

10 unchanged sentences

Other 134,981 — 4.1 ( 0.1 ) ( 0.7 ) — — ( 1.9 ) 1.4 —

Balance at June 30, 2025 78,002,696 $ 0.8 $ 1,243.3 $ ( 4.2 ) $ ( 519.8 ) ( 17,575,527 ) $ ( 694.1 ) $ 268.9 $ 294.9

Six Months Ended June 30, 2024

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity

Balance at September 30, 2025 77,567,217 $ 0.8 $ 1,241.5 $ ( 4.2 ) $ ( 363.1 ) ( 17,575,527 ) $ ( 694.1 ) $ 263.9 $ 444.8 $ —

Nine Months Ended September 30, 2024

Shares Amount Shares Amount

5 unchanged sentences

Distributions to non-controlling interests — — — — — — — ( 37.7 ) ( 37.7 ) —

Repurchase of common stock ( 942,329 ) — ( 13.5 ) — ( 6.5 ) — — — ( 20.0 ) —

Taxes paid due to the net settlement of equity-based compensation — — ( 4.9 ) — — — — ( 0.8 ) ( 5.7 ) —

1 unchanged sentence

Equity attributable to issuance of Delek Logistics common limited partner units, net of tax — — 50.5 — — — — 68.3 118.8 —

Issuance of Delek Logistics preferred units — — — — — — — — — 70.0

Other 127,242 — 2.7 — ( 0.3 ) — — ( 0.3 ) 2.1 —

Balance at June 30, 2024 82,085,570 $ 0.8 $ 1,175.8 $ ( 4.8 ) $ 328.1 ( 17,575,527 ) $ ( 694.1 ) $ 177.0 $ 982.8

Balance at September 30, 2024 81,231,308 $ 0.8 $ 1,172.7 $ ( 4.8 ) $ 228.5 ( 17,575,527 ) $ ( 694.1 ) $ 172.3 $ 875.4 $ 70.0

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

9 unchanged sentences

Loss on extinguishment of debt — 3.6

Equity-based compensation expense 14.6 14.8

Small refinery exemption benefit ( 280.8 ) —

Equity-based and non-cash compensation expense 65.6 25.1

Loss (income) from discontinued operations 1.4 ( 78.2 )

7 unchanged sentences

Non-current assets and liabilities, net ( 14.6 ) ( 97.1 )

Cash (used in) provided by operating activities - continuing operations ( 9.9 ) 101.0

Cash provided by operating activities - continuing operations 34.4 78.9

Cash (used in) provided by operating activities - discontinued operations ( 1.4 ) 17.8

Net cash (used in) provided by operating activities ( 11.0 ) 118.3

Net cash provided by operating activities 33.0 96.7

Cash flows from investing activities:

Business combination, net of cash acquired ( 181.2 ) ( 159.5 )

Equity method investment contributions — ( 18.6 )

Distributions from equity method investments 12.1 4.1

5 unchanged sentences

Cash used in investing activities - continuing operations ( 581.0 ) ( 387.4 )

Cash used in investing activities - discontinued operations — ( 15.1 )

Cash provided by investing activities - discontinued operations — 361.7

Net cash used in investing activities ( 581.0 ) ( 25.7 )

12 unchanged sentences

Other ( 5.6 ) ( 6.0 )

Cash provided by (used in) financing activities - continuing operations 368.5 ( 178.5 )

Net cash provided by (used in) financing activities 368.5 ( 178.5 )

Net decrease in cash and cash equivalents ( 120.1 ) ( 164.3 )

Cash provided by financing activities - continuing operations 443.3 144.4

Net cash provided by financing activities 443.3 144.4

Net (decrease) increase in cash and cash equivalents ( 104.7 ) 215.4

Cash and cash equivalents at the beginning of the period 735.6 822.2

5 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental disclosures of cash flow information:

4 unchanged sentences

Non-cash investing activities:

Delek Logistics preferred units issued in connection with H2O Acquisition $ — $ 70.0

Delek Logistics common units issued in connection with Gravity Acquisition $ 91.5 $ —

26 unchanged sentences

As a result of the Retail Purchase Agreement, we met the requirements under the provisions of Accounting Standards Codification ("ASC") 205-20, Presentation of Financial Statements - Discontinued Operations ("ASC 205-20") and ASC 360, Property, Plant and Equipment ("ASC 360"), to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets.

On September 11, 2024, Delek Logistics completed the acquisition of 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC from H2O Midstream Holdings, LLC ("H2O Purchase Agreement"), which included water disposal and recycling operations in the Midland Basin in Texas.

See Note 2 for further information.

On January 2, 2025, Delek Logistics completed the acquisition of 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”).

4 unchanged sentences

Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.

Reclassifications

Certain prior period amounts have been reclassified in order to conform to the current period presentation.

Having classified the Retail Stores as discontinued operations, the condensed consolidated statements of income for all periods presented have been reclassified to reflect the results of the Retail Stores as income from discontinued operations, net of taxes.

See Note 4 for further information regarding discontinued operations.

Notes to Condensed Consolidated Financial Statements (unaudited)

3 unchanged sentences

In May 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in a VIE.

Determining the Accounting Acquirer in a VIE ("ASU 2025-05").

This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.

19 unchanged sentences

The purchase price was comprised of $ 209.3 million in cash consisting of a cash deposit of $ 22.8 million paid in December 2024 upon execution of the purchase agreement and $ 186.5 million paid at closing on January 2, 2025, and 2,175,209 of Delek Logistics’ common units.

For the three and six months ended June 30, 2025, we incurred $ 1.0 million and $ 4.1 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

For the three and nine months ended September 30, 2025, we incurred $ 0.7 million and $ 4.8 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory, and other professional fees.

Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income and comprehensive income.

Our condensed consolidated financial and operating results reflect the Gravity Acquisition operations beginning January 2, 2025.

Our results of operations included revenue and net income of $ 24.0 million and $ 8.1 million, respectively, for the three months ended June 30, 2025, and $ 46.8 million and $ 18.0 million, respectively, for the period from January 2, 2025, through June 30, 2025, related to these operations.

Our results of operations included revenue and net income of $ 20.7 million and $ 6.1 million, respectively, for the three months ended September 30, 2025, and $ 67.5 million and $ 24.0 million, respectively, for the period from January 2, 2025, through September 30, 2025, related to these operations.

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.

Notes to Condensed Consolidated Financial Statements (unaudited)

Determination of Purchase Price

8 unchanged sentences

(1) The increase from the $ 85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price.

Notes to Condensed Consolidated Financial Statements (unaudited)

Purchase Price Allocation

18 unchanged sentences

(1) The acquired intangible assets amount includes the following identified intangibles:

• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 67.6 million, which we estimate to be amortized over 10 to 25 years.

• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 66.3 million, which we estimate to be amortized over approximately 32 years.

• Rights-of-way intangibles are valued at $ 31.9 million, the majority of which have an indefinite life.

These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all necessary information has become available and we finalize our valuations.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of June 30, 2025.

We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of September 30, 2025.

The fair value of property, plant and equipment was based on the combination of the cost and market approaches.

2 unchanged sentences

Customer relationships were valued using the income approach, with essential assumptions including projected revenues from these relationships, attrition rates, operating margins, and discount rates.

Notes to Condensed Consolidated Financial Statements (unaudited)

The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.

1 unchanged sentence

Fair Value Adjustments

During the three months ended June 30, 2025, the Partnership recorded the following fair value adjustments to the preliminary purchase price allocation, based on new information about facts and circumstances that existed as of the acquisition date:

During the three months ended September 30, 2025 the Partnership recorded immaterial fair value adjustments to the purchase price allocation.

During the nine months ended September 30, 2025, the Partnership recorded the following fair value adjustments to the preliminary purchase price allocation, based on new information about facts and circumstances that existed as of the acquisition date:

Balance Sheet Description Preliminary Value Adjusted Value Change

2 unchanged sentences

Asset retirement obligations 7.2 6.0 $ ( 1.2 )

Notes to Condensed Consolidated Financial Statements (unaudited)

Unaudited Pro Forma Financial Information

5 unchanged sentences

Actual results may differ significantly from the unaudited pro forma financial information.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

Net revenues $ 2,887.0 $ 3,070.4 $ 8,293.5 $ 9,570.3

(Loss) income from continuing operations, net of tax $ ( 105.1 ) $ ( 42.8 ) $ ( 276.0 ) $ ( 78.8 )

Income (loss) from continuing operations, net of tax $ 178.4 $ ( 144.1 ) $ ( 97.6 ) $ ( 222.8 )

H2O Midstream

On September 11, 2024, Delek Logistics completed the acquisition of 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC from H2O Midstream Holdings, LLC, which included water disposal and recycling operations in the Midland Basin in Texas for total consideration of $ 229.7 million, subject to customary adjustments for net working capital ("H2O Midstream Acquisition").

The purchase price was comprised of approximately $ 159.7 million in cash and $ 70.0 million of Delek Logistics’ preferred units.

1 unchanged sentence

The cash portion was financed through a combination of cash on hand and borrowings under the Delek Logistics' Credit Facility (as defined in Note 10).

For the three and six months ended June 30, 2025, we incurred $ 0.3 million and $ 0.4 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income.

Our results of operations included revenue and net income of $ 15.3 million and $ 6.4 million, respectively, for the three months ended June 30, 2025, and $ 31.8 million and $ 13.5 million, respectively, for the six months ended June 30, 2025, related to these operations.

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.

10 unchanged sentences

Purchase Price Allocation

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in millions):

The following table summarizes the final fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in millions):

Assets acquired:

18 unchanged sentences

• Favorable supply contract intangible that is subject to amortization with a preliminary fair value of $ 4.8 million, which will be amortized over a 4.8 years useful life.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of June 30, 2025.

There have been no significant adjustments to the preliminary purchase price allocation during the three and six months ended June 30, 2025.

There have been no significant adjustments to the preliminary purchase price allocation during the three and nine months ended September 30, 2025.

The fair value of property, plant and equipment was based on the combination of the cost and market approaches.

6 unchanged sentences

By acquiring Gravity and H20 Midstream, we intend to increase third-party revenue streams, diversify our customer and product mix, and expand our footprint in the Midland and Bakken basins, aligning with our strategic growth objectives.

Notes to Condensed Consolidated Financial Statements (unaudited)

Unaudited Pro Forma Financial Information

The following table summarizes the unaudited pro forma financial information of the Company assuming the H2O Midstream Acquisition had occurred on January 1, 2024.

The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the H2O Midstream Acquisition based on available information and certain assumptions that management believes are factually supportable.

The most significant pro forma adjustments relate to (i) incremental interest expense associated with revolving credit facility borrowings incurred in connection with the H2O Midstream Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair values of acquired customer relationship intangibles and (iv) transaction costs.

The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the H2O Midstream Acquisition.

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the H2O Midstream Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company.

Actual results may differ significantly from the unaudited pro forma financial information.

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2024 2024

Net sales $ 3,054.6 $ 9,523.1

Loss from continuing operations, net of tax $ ( 130.7 ) $ ( 187.3 )

Prior to July 2024, we aggregated our operating units into three reportable segments:

7 unchanged sentences

• intercompany eliminations.

Notes to Condensed Consolidated Financial Statements (unaudited)

During the second quarter of 2024, we realigned our reportable segments for financial reporting purposes to reflect changes in the manner in which our chief operating decision maker, or CODM, assesses financial information for decision-making purposes.

The change represents reporting the operating results of our 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.

within the refining segment.

Prior to this change, these operating results were reported as part of corporate, other and eliminations.

While this reporting change did not change our consolidated results, the segment data for previous years has been restated and is consistent with the current year presentation throughout the financial statements and the accompanying notes.

On August 5, 2024, we contributed all of our 50 % investment in W2W Holdings LLC ("HoldCo") which included our 15.6 % indirect interest in the Wink to Webster Pipeline ("WWP") joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics.

20 unchanged sentences

In addition, the refining segment includes our wholesale crude operations and our 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.

Notes to Condensed Consolidated Financial Statements (unaudited)

The refining segment's petroleum-based products are marketed primarily in the south central and southwestern regions of the United States.

3 unchanged sentences

Our logistics segment owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets.

The logistics segment generates revenue by charging fees for gathering, transporting and storing crude oil and natural gas, marketing, distributing, transporting and storing intermediate and refined products and disposing and recycling water in select regions of the southeastern United States and North Dakota, the Midland Basin in Texas, the Delaware Basin in New Mexico and West Texas for our refining segment and third parties, and sales of wholesale products in the West Texas market.

The logistics segment generates revenue by charging fees for gathering, transporting and storing crude oil and natural gas, marketing, distributing, transporting and storing intermediate and refined products and disposing and recycling water in select regions of the southern United States and North Dakota, the Midland Basin in Texas, the Delaware Basin in New Mexico and West Texas for our refining segment and third parties, and sales of wholesale products in the West Texas market.

The operating results and assets acquired in the Gravity Acquisition have been included in the logistics segment beginning on January 2, 2025.

The operating results and assets acquired in the H2O Midstream Acquisition have been included in the logistics segment beginning on September 11, 2024.

Notes to Condensed Consolidated Financial Statements (unaudited)

Business Segment Operating Performance

The following is a summary of business segment operating performance as measured by EBITDA attributable to Delek for the period indicated (in millions):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Refining Logistics Total

1 unchanged sentence

Inter-segment fees and revenues 85.4 131.0 216.4

84.5 114.1 198.6

Total segment revenues $ 2,842.1 $ 261.3 $ 3,103.4

5 unchanged sentences

Income from equity method investments ( 9.3 ) ( 21.9 )

Other ( 0.3 ) 0.4

Other segment items (3)

Segment EBITDA attributable to Delek $ 464.1 $ 102.0 $ 566.1

3 unchanged sentences

Interest expense, net 93.1

Income tax benefit ( 14.1 )

Income tax expense 39.9

Loss from discontinued operations, net of tax 0.3

Net loss attributable to Delek $ ( 106.4 )

Three Months Ended June 30, 2025

Net income attributable to Delek $ 178.0

Three Months Ended September 30, 2025

Refining Logistics Corporate,

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements (unaudited)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Refining Logistics Total

1 unchanged sentence

Inter-segment fees and revenues 175.2 114.9 290.1

209.3 156.9 366.2

Total segment revenues $ 3,027.8 $ 214.1 $ 3,241.9

5 unchanged sentences

Income from equity method investments ( 9.9 ) ( 15.6 )

Other ( 1.5 ) ( 1.8 )

Other segment items (3)(4)

Segment EBITDA attributable to Delek $ 12.8 $ 68.6 $ 81.4

6 unchanged sentences

Net loss attributable to Delek $ ( 76.8 )

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Refining Logistics Corporate,

Other and Eliminations (4)

Other and Eliminations Consolidated

Depreciation and amortization $ 76.0 $ 24.2 $ ( 2.1 ) $ 98.1

4 unchanged sentences

Notes to Condensed Consolidated Financial Statements (unaudited)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Refining Logistics Total

8 unchanged sentences

Income from equity method investments ( 24.5 ) ( 42.6 )

Other ( 3.4 ) ( 3.9 )

Other segment items (3)

( 3.4 ) ( 0.8 )

Segment EBITDA attributable to Delek $ 543.0 $ 277.6 $ 820.6

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Net loss attributable to Delek $ ( 101.1 )

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Refining Logistics Corporate,

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements (unaudited)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Refining Logistics Total

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Inter-segment fees and revenues 571.2 411.4 982.6

396.0 296.5 692.5

Total segment revenues $ 9,443.3 $ 730.8 $ 10,174.1

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Income from equity method investments ( 25.8 ) ( 32.0 )

Other ( 4.1 ) ( 1.4 )

Other segment items (3)(4)

Segment EBITDA attributable to Delek $ 135.2 $ 268.9 $ 404.1

6 unchanged sentences

Net loss attributable to Delek $ ( 146.6 )

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Refining Logistics Corporate,

Other and Eliminations (4)

Other and Eliminations Consolidated

Depreciation and amortization $ 194.8 $ 74.9 $ 8.5 $ 278.2

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$ 126.2 $ 90.6 $ 17.8 $ 234.6

(1) Intercompany fees and sales for the refining segment include revenues of $ 102.5 million and $ 196.4 million during the three and six months ended June 30, 2024, respectively, to the Retail Stores, the operations of which are reported in discontinued operations.

(1) Corporate expenses, eliminations and other represents corporate costs that are not allocated to the operating segments, inter-segment cost eliminations, and other unallocated shared service functions.

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(2) Capital spending includes additions on an accrual basis.

Capital spending excludes capital spending associated with the Retail Stores of $ 6.5 million and $ 10.6 million during the three and six months ended June 30, 2024, respectively.

(4) The corporate, other and eliminations operating results for the three and six months ended June 30, 2024, have been restated to reflect the reclassification of the Retail Stores to discontinued operations.

Capital spending excludes capital spending associated with the Retail Stores of $ 3.4 million and $ 14.0 million during the three and nine months ended September 30, 2024, respectively.

(3) Other segment items include asset impairment, other operating (income) expense, net, and other (income) expense, net.

(4) Other segment items for the three and nine months ended September 30, 2024, includes a $ 22.1 million impairment charge related to the idling of the biodiesel facilities for the Refining segment.

Refer to Note 17- Restructuring and Other Charges for further information.

Discontinued Operations

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Components of amounts reflected in income from discontinued operations are as follows (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Net revenues $ — $ 202.4 $ — $ 612.0

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Depreciation and amortization — ( 1.8 ) — ( 9.0 )

Other operating loss, net ( 0.6 ) 1.2 ( 0.7 ) 1.1

Other operating (expense) income, net ( 1.6 ) ( 0.2 ) ( 2.3 ) 0.9

Interest (expense) income, net — — — ( 0.1 )

Other income, net — — — 0.1

Gain on sale of Retail Stores — 98.4 — 98.4

(Loss) income from discontinued operations before taxes ( 0.4 ) 95.4 ( 1.8 ) 107.8

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The following table sets forth the computation of basic and diluted earnings per share.

(In millions, except share and per share data) Three Months Ended June 30, Six Months Ended June 30,

(In millions, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Numerator for EPS - continuing operations

Net loss from continuing operations $ ( 89.3 ) $ ( 33.8 ) $ ( 247.5 ) $ ( 62.2 )

Net income (loss) from continuing operations $ 195.1 $ ( 134.8 ) $ ( 52.4 ) $ ( 197.0 )

Income from continuing operations attributed to non-controlling interests 16.8 9.3 47.3 27.8

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Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 60,944,900 64,063,609 60,930,537 64,099,700

Basic loss per share:

Loss from continuing operations $ ( 1.75 ) $ ( 0.70 ) $ ( 4.53 ) $ ( 1.26 )

(Loss) income from discontinued operations ( 0.01 ) 0.12 ( 0.02 ) 0.17

Total basic loss per share $ ( 1.76 ) $ ( 0.58 ) $ ( 4.55 ) $ ( 1.09 )

Diluted loss per share:

Loss from continuing operations $ ( 1.75 ) $ ( 0.70 ) $ ( 4.53 ) $ ( 1.26 )

(Loss) income from discontinued operations ( 0.01 ) 0.12 ( 0.02 ) 0.17

Total diluted loss per share $ ( 1.76 ) $ ( 0.58 ) $ ( 4.55 ) $ ( 1.09 )

Basic income (loss) per share:

Income (loss) from continuing operations $ 2.96 $ ( 2.25 ) $ ( 1.64 ) $ ( 3.51 )

Income (loss) from discontinued operations — 1.05 ( 0.02 ) 1.22

Total basic income (loss) per share $ 2.96 $ ( 1.20 ) $ ( 1.66 ) $ ( 2.29 )

Diluted income (loss) per share:

Income (loss) from continuing operations $ 2.93 $ ( 2.25 ) $ ( 1.64 ) $ ( 3.51 )

Income (loss) from discontinued operations — 1.05 ( 0.02 ) 1.22

Total diluted income (loss) per share $ 2.93 $ ( 1.20 ) $ ( 1.66 ) $ ( 2.29 )

The following equity instruments were excluded from the diluted weighted average common shares outstanding because their effect would be anti-dilutive:

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A substantial majority of Delek Logistics' assets are integral to Delek’s refining and marketing operations.

As of June 30, 2025, we owned a 63.3 % interest in Delek Logistics, consisting of 33,868,203 common limited partner units and the non-economic general partner interest.

As of September 30, 2025, we owned a 63.3 % interest in Delek Logistics, consisting of 33,868,203 common limited partner units and the non-economic general partner interest.

The limited partner interests in Delek Logistics not owned by us are reflected in net income attributable to non-controlling interest in the accompanying condensed consolidated statements of income and in non-controlling interest in subsidiaries in the accompanying condensed consolidated balance sheets.

In September 2024, we recorded a redeemable non-controlling interest related to Delek Logistics’ preferred units.

The Delek Logistics' preferred units were redeemed in October 2024.

On January 2, 2025, Delek Logistics completed the Gravity Acquisition in which it acquired water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $ 300.8 million, subject to customary adjustments for net working capital.

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On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending activities to Delek Logistics.

In connection with the DPG Dropdown, Delek Logistics will assume all of the rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System.

In connection with the DPG Dropdown, Delek Logistics assumed all of the rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System.

Total consideration included the cancellation of $ 58.8 million in payables owed to Delek Logistics.

Wink to Webster Dropdown

On August 5, 2024, we contributed all of our 50 % investment in HoldCo which included our 15.6 % indirect interest in the Wink to Webster Pipeline LLC joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics.

Total consideration was comprised of $ 83.9 million (including post-close adjustments) in cash, forgiveness of a $ 60.0 million payable to Delek Logistics and 2,300,000 of Delek Logistics common units.

Prior periods have not been recast in our Segment Data in Note 3, as this asset did not constitute a business in accordance with ASC 805, and the transaction was accounted for as an acquisition of assets between entities under common control and we did not record a gain or loss.

See Note 7 for further information.

On May 1, 2025, we entered into a termination agreement with Delek Logistics to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026.

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Additionally, on May 1, 2025, in connection with the DPG Dropdown, we entered into an asset purchase agreement with Delek Logistics (the “El Dorado Purchase Agreement”), where we will purchase the related El Dorado rail facility assets from Delek Logistics for cash consideration of $ 25.0 million (the “El Dorado Purchase”).

The El Dorado Purchase is currently set to close January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides for an increase in the Administrative Fee (as defined therein) which will be phased in over two years beginning July 1, 2025 and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.

The transaction will close on January 2, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides for an increase in the Administrative Fee (as defined therein) which is being be phased in over two years beginning July 1, 2025 and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.

These transactions with Delek Logistics will be eliminated in consolidation.

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Underwriting discounts totaled $ 5.5 million.

On October 10, 2024, Delek Logistics completed a public offering of its common units in which it sold 4,423,075 common units (including an overallotment option of 576,922 common units) to the underwriters of the offering at a price to the public of $ 39.00 per unit.

The proceeds received from this offering (net of underwriting discounts, commissions, and expenses) were $ 165.6 million and were used to redeem Delek Logistics’ preferred units outstanding and repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (defined below).

Underwriting discounts totaled $ 6.6 million.

Notes to Condensed Consolidated Financial Statements (unaudited)

On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Common Unit Purchase Agreement”) whereby Delek Logistics may repurchase common units from time to time from us in one or more transactions for an aggregate purchase price of up to $ 150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”).

The purchase price per common unit in each Repurchase will be the 30-day volume weighted average price of the common units at the close of trading on the day prior to the closing date, subject to certain limitations set forth in the Common Unit Purchase Agreement.

During the six months ended June 30, 2025, 243,075 common units were repurchased from us and cancelled at the time of the transaction for a total of $ 10.0 million.

No common units were repurchased for the six months ended June 30, 2024.

As of June 30, 2025, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Notes to Condensed Consolidated Financial Statements (unaudited)

During the nine months ended September 30, 2025, 243,075 common units were repurchased from us and cancelled at the time of the transaction for a total of $ 10.0 million.

No common units were repurchased for the nine months ended September 30, 2024.

As of September 30, 2025, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Consolidated VIE

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The Delek Logistics condensed consolidated balance sheets are presented below (in millions):

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

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Total liabilities and equity $ 2,747.2 $ 2,041.6

Notes to Condensed Consolidated Financial Statements (unaudited)

Equity Method Investments

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The obligations of the HoldCo members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.

As of June 30, 2025, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to HoldCo, nor any third-party associated with HoldCo contracted work.

As of September 30, 2025, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to HoldCo, nor any third-party associated with HoldCo contracted work.

Delek's maximum exposure to any losses incurred by HoldCo is limited to its investment.

As of June 30, 2025, and December 31, 2024, Delek's HoldCo investment balance totaled $ 95.2 million and $ 86.1 million, respectively.

As of September 30, 2025, and December 31, 2024, Delek's HoldCo investment balance totaled $ 102.8 million and $ 86.1 million, respectively.

Delek Logistics has a 33 % membership interest in Red River Pipeline Company LLC (“Red River”), which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas.

As of June 30, 2025, and December 31, 2024, Delek's investment balance in Red River totaled $ 133.2 million and $ 136.5 million, respectively.

Notes to Condensed Consolidated Financial Statements (unaudited)

As of September 30, 2025, and December 31, 2024, Delek's investment balance in Red River totaled $ 132.5 million and $ 136.5 million, respectively.

In addition, Delek Logistics has two other pipeline joint ventures in which it owns a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P.

to operate one of these pipeline systems and a 33 % membership interest in Andeavor Logistics Rio Pipeline LLC which operates the other pipeline system.

As of June 30, 2025, and December 31, 2024, Delek Logistics' investment balance in these joint ventures was $ 91.8 million and $ 94.6 million, respectively.

As of September 30, 2025, and December 31, 2024, Delek Logistics' investment balance in these joint ventures was $ 90.5 million and $ 94.6 million, respectively.

Other Investments

In addition to our pipeline joint ventures, we also have a 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S., as well as a 50 % interest in a joint venture that owns, operates and maintains a terminal consisting of an ethanol unit train facility with an ethanol tank in Arkansas.

As of June 30, 2025, and December 31, 2024, Delek's investment balance in these joint ventures was $ 89.1 million and $ 75.7 million, respectively.

As of September 30, 2025, and December 31, 2024, Delek's investment balance in these joint ventures was $ 93.8 million and $ 75.7 million, respectively.

These investments are included in Refining in our segment disclosure.

Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost determined using the first-in, first-out ("FIFO") basisor net realizable value.

Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost determined using the first-in, first-out basis or net realizable value.

The following table presents the components of inventory for each period presented (in millions):

Titled Inventory Inventory Intermediation Agreement (1)

June 30, 2025

September 30, 2025

Feedstocks, raw materials and supplies $ 194.3 $ 110.1 $ 304.4

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(1) Refer to Note 9 - Inventory Intermediation Obligations for further information.

At June 30, 2025, we recorded a pre-tax inventory valuation reserve of $ 1.0 million due to a market price decline below our cost of certain inventory products.

At September 30, 2025, we recorded a pre-tax inventory valuation reserve of $ 0.7 million due to a market price decline below our cost of certain inventory products.

At December 31, 2024, we recorded a pre-tax inventory valuation reserve of $ 0.9 million.

We recognized a net reduction (increase) in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of nominal amount and $( 0.1 ) million for the three and six months ended June 30, 2025, respectively, $ 1.9 million and $ 10.7 million for the three and six months ended June 30, 2024, respectively.

We recognized a net reduction (increase) in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of $ 0.3 million and $ 0.2 million for the three and nine months ended September 30, 2025, respectively, $( 0.1 ) million and $ 10.5 million for the three and nine months ended September 30, 2024, respectively.

Notes to Condensed Consolidated Financial Statements (unaudited)

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The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement (as defined below) (in millions):

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

Obligations under Inventory Intermediation Agreement

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Total obligations under Inventory Intermediation Agreement $ 331.2 $ 408.7

Other payable (receivable) for monthly activity true-up $ 18.3 $ 20.2

Other payable for monthly activity true-up $ 9.9 $ 20.2

Included in the Inventory Intermediation Agreement are cost of financing associated with the value of the inventory and other periodic charges, which we include in interest expense, net in the condensed consolidated statements of income.

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The following table summarizes these fees (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement.

As of June 30, 2025, and December 31, 2024, we had letters of credit outstanding of $ 255.0 million and $ 200.0 million, respectively, supporting the Inventory Intermediation Agreement.

As of September 30, 2025, and December 31, 2024, we had letters of credit outstanding of $ 250.0 million and $ 200.0 million, respectively, supporting the Inventory Intermediation Agreement.

The Inventory Intermediation Agreement provides for the lease to Citi of crude oil and refined product storage facilities.

At the inception of the Inventory Intermediation Agreement, we transferred title to a certain number of barrels of crude and other inventories to Citi, and the Inventory Intermediation Agreement requires the repurchase of the remaining inventory (including certain "Base Layer Volumes") at termination.

As of June 30, 2025, and December 31, 2024, the volumes subject to the Inventory Intermediation Agreement totaled 5.4 million barrels and 5.5 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels.

As of September 30, 2025, and December 31, 2024, the volumes subject to the Inventory Intermediation Agreement totaled 4.7 million barrels and 5.5 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels.

The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by ASC 815 Derivatives and Hedging ("ASC 815") and ASC 825, Financial Instruments ("ASC 825").

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Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other in the condensed consolidated statements of income.

With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in fair value due to commodity-index price totaling $ 26.7 million and $ 30.0 million during the three and six months ended June 30, 2025, respectively, and $ 19.3 million and $( 62.5 ) million during the three and six June 30, 2024, respectively.

With respect to the repurchase obligation, we recognized (losses) gains attributable to changes in fair value due to commodity-index price totaling $( 0.3 ) million and $ 29.7 million during the three and nine months ended September 30, 2025, respectively, and $ 76.3 million and $ 13.8 million during the three and nine September 30, 2024, respectively.

See Note 12 for discussion of gains and losses recognized from changes in fair value.

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Outstanding borrowings under debt instruments are as follows (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Delek Term Loan Credit Facility $ 923.9 $ 931.0

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Delek Logistics 2033 Notes 700.0 —

Principle amount of long-term debt 3,157.1 2,816.4

Principal amount of long-term debt 3,230.8 2,816.4

Unamortized discount and premium and deferred financing costs 53.5 51.2

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At Delek’s option, borrowings bear interest at either the Adjusted Term Secured Overnight Financing Rate ("SOFR") or base rate as defined by the agreement, plus an applicable margin of 2.50 % per annum with respect to base rate borrowings and 3.50 % per annum with respect to SOFR borrowings.

At June 30, 2025, and December 31, 2024, the weighted average borrowing rate was approximately 7.24 % and 7.44 %, respectively.

The effective interest rate was 8.43 % as of June 30, 2025.

Available capacity and amounts outstanding for each of our revolving credit facilities as of June 30, 2025 are shown below (in millions):

At September 30, 2025, and December 31, 2024, the weighted average borrowing rate was approximately 7.19 % and 7.44 %, respectively.

The effective interest rate was 8.36 % as of September 30, 2025.

Available capacity and amounts outstanding for each of our revolving credit facilities as of September 30, 2025 are shown below (in millions):

Total Capacity

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$ 1,150.0 $ 156.9 $ — $ 993.1 October 13, 2027

United Community Bank Revolver (3)

$ 25.0 $ — $ — $ 25.0 June 30, 2026

(1) Total capacity includes letters of credit up to $ 500.0 million.

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dollar prime rate plus an applicable margin of 1.00 % to 2.00 % depending on Delek Logistics’ leverage ratio, or a SOFR rate plus a credit spread adjustment of 0.10 % to 0.25 % and an applicable margin ranging from 2.00 % to 3.00 % depending on the Delek Logistics’ leverage ratio.

As of June 30, 2025, and December 31, 2024, the weighted average interest rate were 7.72 % and 7.27 %, respectively.

(3) Interest is measured as a variable rate equal to the Wall Street Journal Prime Rate minus 0.50 %.

Requires a quarterly fee of 0.25 % per year on the average unused revolving commitment.

As of September 30, 2025, and December 31, 2024, the weighted average interest rate were 7.39 % and 7.27 %, respectively.

Delek Logistics 2033 Notes

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The Delek Logistics 2033 Notes will mature on June 30, 2033, and interest is payable semi-annually in arrears on each June 30 and December 30.

As of June 30, 2025, the effective interest rate was 7.64 %.

Notes to Condensed Consolidated Financial Statements (unaudited)

As of September 30, 2025, the effective interest rate was 7.64 %.

Delek Logistics 2029 Notes

On March 13, 2024, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp.

(“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $ 650.0 million in aggregate principal amount of the Co-issuers 8.625 % Senior Notes due 2029 (the “Delek Logistics 2029 Notes”), at par, pursuant to an indenture with U.S.

On March 13, 2024, Delek Logistics and the Co-issuers, sold $ 650.0 million in aggregate principal amount of the Co-issuers 8.625 % Senior

Notes to Condensed Consolidated Financial Statements (unaudited)

Notes due 2029 (the “Delek Logistics 2029 Notes”), at par, pursuant to an indenture with U.S.

Bank Trust Company, National Association as trustee.

Net proceeds were used to redeem the Delek Logistics 2025 Notes including accrued interest, pay off the Delek Logistics Term Loan Facility including accrued interest and to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

Net proceeds were used to redeem the Delek Logistics 2025 Notes (defined below) including accrued interest, pay off the Delek Logistics Term Loan Facility (defined below) including accrued interest and to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

On April 17, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029 at 101.25 % and on August 16, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029, at 103.25 % (collectively, the "Additional 2029 Notes").

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The Delek Logistics 2029 Notes will mature on March 15, 2029, and interest is payable semi-annually in arrears on each March 15 and September 15.

As of June 30, 2025, the effective interest rate was 8.80 %.

As of September 30, 2025, the effective interest rate was 8.80 %.

Delek Logistics 2028 Notes

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Interest is payable semi-annually in arrears on June 1 and December 1.

As of June 30, 2025, the effective interest rate was 7.38 %.

As of September 30, 2025, the effective interest rate was 7.38 %.

2024 Debt Extinguishment

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The outstanding principal balance of $ 281.3 million was paid on March 13, 2024, from a portion of the proceeds received from the issuance of the Delek Logistics 2029 Notes.

Debt extinguishment costs were $ 2.1 million for the six months ended June 30, 2024, and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Debt extinguishment costs were $ 2.1 million for the nine months ended September 30, 2024, and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Delek Logistics 2025 Notes

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All the remaining Delek Logistic 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption.

Debt extinguishment costs were $ 1.5 million for the six months ended June 30, 2024, and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Debt extinguishment costs were $ 1.5 million for the nine months ended September 30, 2024, and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Guarantees Under Revolver and Term Facilities

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Certain of our debt facilities contain limitations on future transactions such as incurrence of additional indebtedness, investments, affiliate transactions, asset acquisitions or dispositions, and dividends or distributions.

As of June 30, 2025, we were in compliance with covenants on all of our debt instruments.

Notes to Condensed Consolidated Financial Statements (unaudited)

As of September 30, 2025, we were in compliance with covenants on all of our debt instruments.

Some of Delek's subsidiaries have restrictions in their respective credit facilities limiting their use of assets.

As of June 30, 2025, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use .

As of September 30, 2025, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use .

Notes to Condensed Consolidated Financial Statements (unaudited)

Derivative Instruments

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Our Canadian crude trading operations are accounted for as derivative instruments, and the related unrealized and realized gains and losses are recognized in other operating income, net on the condensed consolidated statements of income.

Additionally, as of and for the three and six months ended June 30, 2025, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below.

Additionally, as of and for the three and nine months ended September 30, 2025, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below.

Futures, swaps or other commodity related derivative instruments that are utilized to specifically provide economic hedges on our Canadian forward contract or investment positions are recognized in other operating income, net because that is where the related underlying transactions are reflected.

Notes to Condensed Consolidated Financial Statements (unaudited)

From time to time, we also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our RINs Obligation.

1 unchanged sentence

Changes in the fair value of these future RINs commitment contracts are recorded in cost of materials and other on the condensed consolidated statements of income.

As of June 30, 2025, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.

The following table presents the fair value of our derivative instruments as of June 30, 2025, and December 31, 2024.

As of September 30, 2025, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.

The following table presents the fair value of our derivative instruments as of September 30, 2025, and December 31, 2024.

The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under our master netting arrangements, including cash collateral on deposit with our counterparties.

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See Note 12 for further information regarding the fair value of derivative instruments (in millions).

June 30, 2025 December 31, 2024

Notes to Condensed Consolidated Financial Statements (unaudited)

September 30, 2025 December 31, 2024

Derivative Type Balance Sheet Location Assets Liabilities Assets Liabilities

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Other current liabilities — — 5.4 ( 5.4 )

Commodity derivatives (1)

Other long-term liabilities 0.1 ( 0.5 ) — —

RINs commitment contracts (2)

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Total net fair value of derivatives $ 60.9 $ ( 42.8 ) $ 13.6 $ ( 10.7 )

(1) As of June 30, 2025, and December 31, 2024, we had open derivative positions representing 14,949,800 and 18,471,700 barrels, respectively, of crude oil and refined petroleum products.

Additionally, as of June 30, 2025, we had no open derivative positions representing natural gas products.

(1) As of September 30, 2025, and December 31, 2024, we had open derivative positions representing 16,887,000 and 18,471,700 barrels, respectively, of crude oil and refined petroleum products.

Additionally, as of September 30, 2025, we had no open derivative positions representing natural gas products.

We had 1,495,000 open derivative positions of natural gas products as of December 31, 2024.

(2) As of June 30, 2025, and December 31, 2024, we had open RINs commitment contracts representing 96,562,300 and 36,000,000 RINs, respectively.

(3) As of June 30, 2025, and December 31, 2024, $ 9.0 million and $ 7.5 million, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.

(2) As of September 30, 2025, and December 31, 2024, we had open RINs commitment contracts representing 862,100,000 and 36,000,000 RINs, respectively.

(3) As of September 30, 2025, and December 31, 2024, $ 8.0 million and $ 7.5 million, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.

Total gains (losses) on our non-trading commodity derivatives and RINs commitment contracts recorded in the condensed consolidated statements of income are as follows (in millions) (3) :

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(Losses) gains on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1)

Gains on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1)

$ 18.8 $ 34.3 $ 30.8 $ 5.1

Losses on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2)

Gains (losses) on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2)

0.5 ( 4.1 ) ( 2.3 ) ( 4.1 )

Total (losses) gains $ ( 3.9 ) ( 7.5 ) $ 9.1 $ ( 29.2 )

(1) (Losses) gains on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized (losses) of $( 6.3 ) million and $( 4.7 ) million for the three and six months ended June 30, 2025, respectively, and $( 0.2 ) million and $( 9.2 ) million for the three and six months ended June 30, 2024 , respectively.

(2) Losses on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $( 1.8 ) million and $( 5.2 ) million for the three and six June 30, 2025, respectively.

There were no unrealized gains (losses) on interest rate derivatives that are economic hedges but not designated as hedging instruments for the three and six June 30, 2024.

Total gains (losses) $ 19.3 30.2 $ 28.5 $ 1.0

(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized (losses) of $ 5.8 million and $ 1.1 million for the three and nine months ended September 30, 2025, respectively, and $ 8.0 million and $( 1.3 ) million for the three and nine months ended September 30, 2024 , respectively.

(2) Losses on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $( 0.1 ) million and $( 5.3 ) million for the three and nine September 30, 2025, respectively, and $( 5.2 ) million for the three and nine ended September 30, 2024.

(3) See the separate table below for disclosures about "trading derivatives".

Notes to Condensed Consolidated Financial Statements (unaudited)

Total gains (losses) on our trading derivatives (none of which were designated as hedging instruments) recorded in other operating income, net on the condensed consolidated statements of income are as follows (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Trading Physical Forward Contract Commodity Derivatives

Realized gains (losses) $ — $ 0.1 $ — $ ( 0.1 )

Unrealized gains (losses) — — — —

Total $ — $ 0.1 $ — $ ( 0.1 )

Realized losses $ — $ — $ — $ ( 0.1 )

Notes to Condensed Consolidated Financial Statements (unaudited)

Fair Value Measurements

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Our commodity derivative contracts, which consist of commodity swaps, exchange-traded futures, options and physical commodity forward purchase and sale contracts (that do not qualify for the NPNS exception under ASC 815), are valued based on exchange pricing and/or price index developers such as Platts or Argus and are, therefore, classified as Level 2.

Our RINs commitment contracts are future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our "Consolidated Net RINs Obligation" which is the sum of our individual obligated parties’ Net RINs Obligations as well as RINs held by our non-obligated parties which meet our recognition criteria.

These RINs commitment contracts (which are forward contracts accounted for as derivatives – see Note 11) are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service.

Our interest rate swaps are valued based on discounted cash flow models that incorporate the cash flows of the derivatives, as well as the current SOFR rate and a forward SOFR curve, along with other observable market inputs and are, therefore, classified as Level 2.

Our environmental credits obligation includes the Consolidated Net RINs Obligation, as well as other environmental credit obligation positions subject to fair value accounting pursuant to our accounting policy.

The environmental credits obligation is categorized as Level 2, if measured at fair value either directly through observable inputs or indirectly through market-corroborated inputs, and gains (losses) related to changes in fair value are recorded as a component of cost of materials and other in the condensed consolidated statements of income.

With respect to our Consolidated Net RINs Obligation, we recognized gains (losses) of $( 5.2 ) million and $( 6.3 ) million on changes in fair value for the three and six months ended June 30, 2025, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of the quarter.

There were $ 0.3 million changes in fair value for the three and six months ended June 30, 2024.

Our environmental credit obligation positions are subject to fair value accounting pursuant to our accounting policy.

As part of our refining operations, we generate certain regulatory environmental credit obligations, the most notable of which are Renewable Identification Numbers (RINs).

Because our obligations to provide RINs exceed the RINs we are able to generate annually on a consolidated basis, and because we have the legal ability to transfer RINs generated or purchased through any of our entities to our obligated parties as needed, we view and manage the Company’s RINs holdings on a consolidated basis.

Therefore, the sum of all of our obligated parties’ Net RINs obligations and our RIN holdings at the end of each period comprises the Company’s “Consolidated Net RINs Obligation.” The Consolidated Net RINs Obligation may be a surplus (Consolidated Net RIN surplus) or deficit (Consolidated Net RIN deficit) at the end of each reporting period depending on the amount of RINs held on a consolidated basis and the amount owed to the EPA.

When there is a Consolidated Net RIN deficit, we have elected to apply the fair value option using the fair value guidance provided by ASC 820.

To the extent the obligations are measured at fair value they are categorized as Level 2, either directly through observable inputs or indirectly through market-corroborated inputs, and gains (losses) related to changes in fair value are recorded as a component of cost of materials and other in the condensed consolidated statements of income.

When there is a Consolidated Net RIN surplus, we value the asset at historical cost under the inventory method.

On August 22, 2025, the EPA announced its decisions on multiple outstanding small refinery exemption (“SRE”) petitions from refineries seeking an exemption from their Renewable Fuel Standard obligations for the 2016–2024 compliance years.

EPA granted Delek full and partial exemptions for substantially all of our 20 petitions for the 2019-2024 calendar years.

For the years in which Delek received a partial or complete exemption, EPA refunded to Delek the vintage 2019-2023 RINs retired to meet those RVOs.

A majority of the refunded RINs had no value due to RFS limits on the amount of RINs from previous periods that can be used to satisfy future obligations or because the RINs had expired.

We were able to use some of these RINs to satisfy our Consolidated Net RINs Obligation for previous compliance periods.

In addition, the exemptions granted for 2024 relieved or partially relieved Delek of its RIN obligations for certain refineries for the 2024 compliance year, allowing the company to retain or monetize the valid RINs that would have otherwise been required for compliance.

Delek was not able to benefit from a majority of the refunded RINs.

The relief received also was not sufficient to offset our 2025 compliance obligation and thus Delek’s refineries will need to seek relief from EPA for the hardship imposed by the RFS for the 2025 compliance year.

Some of the RINs returned or retained as a result of the SREs granted were recognized by the company based on weighted average RIN costs as of the date of compliance for each respective period.

The cost of RINs for the years in which we have received the SREs were previously recorded in Cost of materials and other in prior periods based on the Consolidated Net RINs Obligation recorded for each period.

The SREs resulted in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $ 280.8 million in the third quarter of 2025.

Our RINs commitment contracts, which are forward contracts accounted for as derivatives (see Note 11), are future commitments to purchase or sell RINs at fixed prices and quantities.

The RINs commitment contracts are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service.

Notes to Condensed Consolidated Financial Statements (unaudited)

We elected to account for our Inventory Intermediation step-out liability at fair value in accordance with ASC 825, as it pertains to the fair value option.

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The fair value of the Delek Logistics 2028 Notes is measured based on quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 402.1 million, respectively, as of June 30, 2025, and $ 400.0 million and $ 399.1 million, respectively, at December 31, 2024.

Notes to Condensed Consolidated Financial Statements (unaudited)

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 402.5 million, respectively, as of September 30, 2025, and $ 400.0 million and $ 399.1 million, respectively, at December 31, 2024.

In addition, the fair value of the Delek Logistics 2029 Notes is measured based on quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 1,050.0 million and $ 1,091.0 million, respectively, as of June 30, 2025, and $ 1,050.0 million and $ 1,086.9 million, respectively, at December 31, 2024.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 1,050.0 million and $ 1,095.5 million, respectively, as of September 30, 2025, and $ 1,050.0 million and $ 1,086.9 million, respectively, at December 31, 2024.

Also, the fair value of the Delek Logistics 2033 Notes is measured based on quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 700.0 million and $ 697.4 million, respectively, as of June 30, 2025.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 700.0 million and $ 713.2 million, respectively, as of September 30, 2025.

Notes to Condensed Consolidated Financial Statements (unaudited)

The fair value approximates the historical or amortized cost basis comprising our carrying value for all other financial instruments and therefore are not included in the table below.

The fair value hierarchy for our financial assets and liabilities accounted for at fair value on a recurring basis was as follows (in millions):

As of June 30, 2025

As of September 30, 2025

Level 1 Level 2 Level 3 Total

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RINs commitment contracts — ( 39.1 ) — ( 39.1 )

Environmental credits obligation deficit — ( 120.4 ) — ( 120.4 )

Inventory Intermediation Agreement obligation — ( 331.2 ) — ( 331.2 )

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This differs from the presentation in the financial statements which reflects our policy, wherein we have elected to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty and where the legal right of offset exists.

As of June 30, 2025, and December 31, 2024, $ 9.0 million and $ 7.5 million, respectively, of cash collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty.

As of September 30, 2025, and December 31, 2024, $ 8.0 million and $ 7.5 million, respectively, of cash collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty.

See Note 11 for further information regarding derivative instruments.

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The fair value measurements were based on a combination of valuation methods including discounted cash flows, the market approach and obsolescence adjusted replacement costs, all of which are Level 3 inputs.

Notes to Condensed Consolidated Financial Statements (unaudited)

During the second quarter of 2025, we recognized an impairment of $ 8.6 million related to two equity investments recorded within other non-current assets on the condensed consolidated balance sheets.

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The impairment is included in other expense (income), net on the condensed consolidated statements of income.

During the third quarter of 2025, we recorded an $ 11.6 million asset impairment related to software development costs.

Our estimate of the fair value of the impaired long-lived asset as of September 30, 2025 was primarily based on the expectation that we would no longer utilize the asset and no proceeds could be obtained from the sale of the asset.

Thus we recorded a full impairment of the asset.

Notes to Condensed Consolidated Financial Statements (unaudited)

Commitments and Contingencies

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While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations.

As of June 30, 2025, we have recorded an environmental liability of approximately $ 35.8 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own.

As of September 30, 2025, we have recorded an environmental liability of approximately $ 36.6 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own.

This liability includes estimated costs for ongoing investigation and remediation efforts for known contamination of soil and groundwater.

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Additionally, as a result of the settlement, we reduced the non-contingent guarantee and environmental liability to $ 1.0 million since our risk of a contingent guarantee was eliminated and determined it appropriate to retain an accrual based on what we can reasonably estimate as the cost of the initial steps once operations cease or a cleanup is ordered.

Total net gain from the property settlement was $ 53.4 million and was recorded in other operating income, net in the condensed consolidated statements of income for the three and six months ended June 30, 2024.

Total net gain from the property settlement was $ 53.4 million and was recorded in other operating income, net in the condensed consolidated statements of income for the nine months ended September 30, 2024 ;

no gain was recorded for the three months ended September 30, 2024.

Notes to Condensed Consolidated Financial Statements (unaudited)

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Contrary to initial assessments, and despite occurring during the early stages of turnaround activity, the facility did suffer operational disruptions as a result of the fire.

An additional $ 10.5 million of insurance proceeds and other recoveries was recognized as a gain, in excess of property damage losses, during the three and six months ended June 30, 2024.

An additional $ 10.6 million of other recoveries was recognized as a gain, related to business interruption claims, during the three and six months ended June 30, 2024.

An additional $ 1.1 million and $ 11.6 million of insurance proceeds and other recoveries was recognized as a gain, in excess of property damage losses, during the three and nine months ended September 30, 2024.

An additional $ 10.6 million of other recoveries was recognized as a gain, related to business interruption claims, during the nine months ended September 30, 2024.

No business interruption claims were recorded during the three months ended September 30, 2024.

Such gains are included in other operating income, net in the condensed consolidated statements of income.

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In such cases, the interim income tax provision is based on the year-to-date effective tax rate, adjusting for permanent differences proportionall y.

In the three and six months ended June 30, 2025, income taxes were calculated based on the estimated annual effective tax rate versus the year-to-date effective tax rate.

In the three and six months ended June 30, 2024, income taxes were calculated based on the estimated annual tax rate.

Our effective tax rate for continuing operations was 13.6 % and 17.1 % for the three and six months ended June 30, 2025, respectively, and 20.7 % and 20.9 % for the three and six months ended June 30, 2024, respectively.

In the three and nine months ended September 30, 2025, income taxes were calculated based on the estimated annual effective tax rate versus the year-to-date effective tax rate.

In the three and nine months ended September 30, 2024, income taxes were calculated based on the estimated annual tax rate.

Our effective tax rate for continuing operations was 17.0 % and 17.4 % for the three and nine months ended September 30, 2025, respectively, and 23.0 % and 22.3 % for the three and nine months ended September 30, 2024, respectively.

The difference between the effective tax rate and the statutory rate is generally attributable to permanent differences and discrete items.

The change in our effective tax rate for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was primarily due to a decrease in quarter to date pre-tax earnings and the impact of fixed dollar favorable permanent adjustments on the quarter.

On July 4, 2025, the president of the United States signed into law Public Law No.

119-21 H.R.1, commonly known as the “One Big Beautiful Bill Act” ("OBBBA").

The OBBBA includes several significant provisions for corporations, including interest deductibility, research and experimentation expensing, and immediate deduction of capital expenditures.

The Company is still evaluating the legislation and its impact on the financial statements.

The change in our effective tax rate for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 was primarily due to an increase in quarter to date pre-tax earnings and the impact of fixed dollar favorable permanent adjustments on the quarter.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of 100% bonus depreciation, restoration of an EBITDA-based limitation for business interest expense, and immediate expensing of domestic research and experimentation expenditures.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company has evaluated the OBBBA enacted during the quarter and is still estimating its impact on the consolidated financial statements.

We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

Related Party Transactions

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Transactions with our related parties were as follows for the periods presented (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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The detail of other current assets is as follows (in millions):

Other Current Assets June 30, 2025 December 31, 2024

Prepaid expenses $ 80.1 $ 69.2

Other Current Assets September 30, 2025 December 31, 2024

Consolidated Net RINs surplus (1) (see Note 12)

Short-term derivative assets (see Note 11)

Prepaid expenses 60.7 69.2

Income and other tax receivables 5.2 6.7

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The detail of accrued expenses and other current liabilities is as follows (in millions):

Accrued Expenses and Other Current Liabilities June 30, 2025 December 31, 2024

Accrued Expenses and Other Current Liabilities September 30, 2025 December 31, 2024

Product financing agreements $ 398.8 $ 185.9

Crude purchase liabilities 212.5 193.9

Consolidated Net RINs Obligation deficit (see Note 12)

Income and other taxes payable 90.5 101.1

Employee costs 97.2 43.2

Deferred revenue 10.3 6.9

Income and other taxes payable 79.9 101.1

Consolidated Net RINs deficit (see Note 12)

Short-term derivative liabilities (see Note 11)

Deferred revenue 4.3 6.9

Other 88.5 82.3

Total $ 920.3 $ 649.5

(1) Net of RIN lower of cost or market reserve of $ 39.4 million for the three and nine months ended September 30, 2025.

Restructuring and Other Charges

During the fiscal year 2022, we initiated a cost optimization plan to improve efficiencies and align our workforce with strategic activities and operations.

The recorded costs include an accrual of $ 1.1 million and $ 10.4 million as of June 30, 2025, and December 31, 2024, respectively.

The recorded costs include an accrual of $ 1.0 million and $ 10.4 million as of September 30, 2025, and December 31, 2024, respectively.

During the second quarter of 2024, we made the decision to idle the Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi biodiesel facilities, while exploring viable and sustainable alternatives.

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As a result, we conducted an evaluation of impairment and based on our review we recorded a $ 22.1 million impairment which included property, plant and equipment and right of use assets.

In addition, $ 0.4 million of severance and benefit expenses were recognized in the three and six months ended June 30, 2024.

In addition, $ 0.4 million of severance and benefit expenses were recognized in the nine months ended September 30, 2024.

No severance and benefit expenses were recognized in the three months ended September 30, 2024.

During the third quarter 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives.

As a result, we recognized a loss of $ 14.1 million in the three and nine months ended September 30, 2024 which was recorded in other operating (income) loss, net in the condensed consolidated statements of income.

In addition, we recognized impairment charges totaling $ 9.2 million related to certain pipeline assets because it is no longer probable these assets will be utilized.

During the three and nine months ended September 30, 2024, we recorded a bonus accrual for certain employees, including executives, determined to be key to our planned go-forward operations and achievement of certain corporate and strategic milestones provided that they remain through various requisite service periods for a total of $ 10.4 million of which $ 6.6 million was recorded in general and administrative expenses and $ 3.8 million was recorded in operating expenses in the condensed consolidated statements of income.

Included in our restructuring costs are expenses related to certain equity compensation awards.

As of September 30, 2025 these awards were recorded as a liability on the condensed consolidated balance sheet based on the discretion and ability of management to settle the awards in cash.

We anticipate concluding our restructuring activities by the end of fiscal year 2026.

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The detail of restructuring costs i s as follows (in millions):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Type of Costs Statement of Income Location Refining Logistics Corporate,

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Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 0.2 $ — $ 25.9 $ 26.1

Other Cost of materials and other 0.5 — — 0.5

Severance costs and equity based compensation Operating expenses — — 7.5 7.5

Total $ 0.7 $ — $ 33.4 $ 34.1

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees and severance costs General and administrative expenses $ — $ — $ 0.1 $ 0.1

Severance costs Operating expenses 0.4 — — 0.4

Bonus Expense General and administrative expenses $ — $ — $ 6.6 $ 6.6

Severance costs and bonus expense Operating expenses — — 3.8 3.8

Impairment Asset impairment — — 9.2 9.2

Asset write-off Other operating (income) loss, net 14.1 — — 14.1

Total $ 14.1 $ — $ 19.6 $ 33.7

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Type of Costs Statement of Income Location Refining Logistics Corporate,

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Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 0.2 $ — $ 55.5 $ 55.7

Other Cost of materials and other 0.5 — — 0.5

Severance costs and equity based compensation Operating expenses 0.3 — 11.5 11.8

Total $ 1.0 $ — $ 67.0 $ 68.0

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees and severance costs General and administrative expenses $ — $ — $ 3.3 $ 3.3

Severance cost Operating expenses 0.4 — — 0.4

Consulting fees, severance costs and bonus expense General and administrative expenses $ — $ — $ 9.9 $ 9.9

Severance costs and bonus expense Operating expenses 0.4 — 3.8 4.2

Impairment Asset impairment 22.1 — 9.2 31.3

Asset write-off Other operating (income) loss, net 14.1 — — 14.1

Total $ 36.6 $ — $ 22.9 $ 59.5

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2005 Long-Term Incentive Plans (collectively, the "Incentive Plans")

Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $ 6.1 million and $ 12.0 million for the three and six months ended June 30, 2025, respectively, and $ 6.4 million and $ 12.6 million for the three and six months ended June 30, 2024, respectively, and are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income.

These amounts exclude amounts related to discontinued operations of $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, there was $ 45.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.8 years.

Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $ 6.5 million and $ 18.5 million for the three and nine months ended September 30, 2025, respectively, and $ 7.8 million and $ 20.4 million for the three and nine months ended September 30, 2024, respectively, and are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income.

These amounts exclude amounts related to discontinued operations of $ 1.4 million and $ 1.6 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, there was $ 38.1 million of total

Notes to Condensed Consolidated Financial Statements (unaudited)

We issued net shares of common stock of 415,334 and 476,484 as a result of exercised or vested equity-based awards during the three and six months ended June 30, 2025, respectively, and 402,665 and 447,039 for the three and six months ended June 30, 2024, respectively.

These amounts are net of 167,910 and 193,640 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three and six months ended June 30, 2025, respectively, and 167,658 and 203,092 shares during the three and six months ended June 30, 2024, respectively.

unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.7 years.

We issued net shares of common stock of 82,161 and 558,645 as a result of exercised or vested equity-based awards during the three and nine months ended September 30, 2025, respectively, and 59,485 and 506,524 for the three and nine months ended September 30, 2024, respectively.

These amounts are net of 79,910 and 273,550 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three and nine months ended September 30, 2025, respectively, and 21,881 and 224,973 shares during the three and nine months ended September 30, 2024, respectively.

Shareholders' Equity

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July 30, 2025 $ 0.255 August 11, 2025 August 18, 2025

October 29, 2025 $ 0.255 November 10, 2025 November 17, 2025

Stock Repurchase Program

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The authorization has no expiration date.

During the three and six months ended June 30, 2025, 685,050 and 2,694,470 , respectively, shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 12.9 million and $ 44.4 million, respectively.

No shares were repurchased for the three and six months ended June 30, 2024.

As of June 30, 2025, there was $ 499.1 million of authorization remaining under Delek's aggregate stock repurchase program.

Subsequent to June 30, 2025, we made repurchases of 342,345 shares of our common stock that were cancelled at the time of transaction for approximately $ 7.9 million.

During the three and nine months ended September 30, 2025, 559,933 and 3,254,403 , respectively, shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 15.0 million and $ 59.4 million, respectively.

During the three and nine months ended September 30, 2024, 942,329 shares of our common stock were repurchased and cancelled at the time of the transaction for a total $ 20.0 million.

As of September 30, 2025, there was $ 484.2 million of authorization remaining under Delek's aggregate stock repurchase program.

Management's Discussion and Analysis

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements