What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-06 · 258 added, 252 removed, 796 unchanged (39% of the section changed)

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We continue to identify opportunities to mitigate market risk and focus on efforts that improve our overall cost structure while not compromising operational excellence.

During the first half of 2025, we continued to make progress on our "sum of the parts" efforts.

Our logistics segment (or "Logistics") successfully closed the Gravity Acquisition which includes integrated full-cycle water systems in the Permian Basin, in addition to produced water gathering, and transportation assets in the Bakken, and along with the H2O Midstream Acquisition, provide a strong opportunity for integrated crude and water services to Delek Logistics customers.

This acquisition represents another significant step in Delek Logistics' commitment of being a full suite crude, gas and water midstream services provider in the Permian Basin in addition to diversifying our logistics customer base to include more third-party customers.

The Gravity Acquisition has become immediately accretive, delivering incremental contribution margin and cash flows.

During the second quarter of 2025, we entered into additional agreements with Delek Logistics which put additional midstream commercial activities in Delek Logistics and will bring refining related activities and assets back to our refining segment (or "Refining").

Additionally, these transactions increased consolidated financial availability by approximately $250 million.

Delek Logistics also sold $700.0 million of 7.325% Senior Notes due 2033, at par during the second quarter of 2025.

Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility providing Delek Logistics with $1.1 billion of availability on the facility providing further financial flexibility.

During the second quarter of 2025, the Refining segment provided higher margins than the first quarter of 2025 and the prior year second quarter due to increased crack spreads.

Crack spreads were higher during the second quarter of 2025 than the prior twelve months.

Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements, supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities.

The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential contracted favorably during the second quarter of 2025.

The increased refining margins compared to the second quarter of 2024 continues to demonstrate that demand for refined products continues to be strong.

During the third quarter of 2025, the Refining segment provided higher margins than the second quarter of 2025 and the prior year third quarter due to increased crack spreads.

Crack spreads were higher during the third quarter of 2025 than the prior fifteen months.

Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements, as well as the impact related to the small refinery exemptions granted in the third quarter supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities.

The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable while the WTI Midland to Cushing differential widened unfavorably compared to the second quarter of 2025.

The increased refining margins compared to the third quarter of 2024 continues to demonstrate that demand for refined products continues to be strong.

Logistics continued to contribute strong results driven by incremental contributions from H2O Midstream and Gravity.

We will continue to execute on our priorities of running safe and reliable operations, making further progress on our "sum of the parts" efforts, and delivering shareholder value while maintaining our financial strength and flexibility.

The near term economic outlook still has uncertainty with the introduction of widespread tariffs by the U.S., geopolitical instability and commodity market volatility.

Our refining operations continue to be impacted by requirements to comply with RFS-2.

In the third quarter of 2025, we were returned 2019-2023 RINs after being granted small refinery exemptions from the U.S.

Environmental Protection Agency (“EPA”) related to the 2019-2024 compliance periods.

While a majority of the RINs returned were expired and had no value, the small refinery exemptions allowed us to retain certain non-expired 2023 and 2024 RINs.

Additionally, the exemptions resulted in a reduction of our Consolidated Net RINs obligation related to the unsettled 2024 obligation and a reduction within Cost of materials and other in the third quarter of 2025.

We also expect to recognize benefits related to the returned RINs as they are monetized in the fourth quarter of 2025.

The near term economic outlook still has uncertainty due to geopolitical instability and commodity market volatility.

The uncertainty surrounding trade negotiations and the potential for further expansion of tariffs have contributed to increased market and commodity volatility and potential economic downturns.

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During 2024, we announced a new EOP which includes initiatives that are focused on improving our financial health and ability to generate cash flows.

The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses specifically at the Big Spring Refinery and Krotz Springs Refinery and lowering interest expense.

The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses and lowering interest expense.

At the El Dorado Refinery our EOP is focused on margin improvement through enhanced logistics, reduced costs, higher quality product slate, and new products producing higher yields.

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As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate.

As of June 30, 2025, we returned $75.8 million of capital in 2025 to shareholders through dividends and share buybacks and returned another $7.9 million through share buybacks in July of 2025.

As of September 30, 2025, we returned $106.1 million of capital in 2025 to shareholders through dividends and share buybacks.

Our near-term focus is centered around the following:

(1) operations excellence, (2) financial strength and flexibility and (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams.

(1) operational excellence, (2) financial strength and flexibility and (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams.

See further discussion in the "Strategic Objectives" section below.

See further discussion on macroeconomic factors and market trends, including the impact on 2025, in the ‘Market Trends’ section below.

Management's Discussion and Analysis

Other 2025 Developments

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The purchase price was comprised of $209.3 million in cash and 2,175,209 of Delek Logistics’ common units.

Management's Discussion and Analysis

Inventory Intermediation Agreement Amendment

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On June 30, 2025, Delek Logistics sold $700.0 million in aggregate principal amount of 7.325% Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par.

Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (as defined in Note 10 of the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q).

Small Refinery Exemptions

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.

As part of the exemption review, Delek was granted full and partial exemptions for multiple refineries related to obligations for the 2019-2024 calendar years.

The exemptions granted resulted in Delek being returned 2019-2023 RINs used to satisfy some of our Consolidated Net RINs obligation for previous compliance periods.

A majority of these RINs were expired at the point in time the EPA returned them and lacked value.

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.

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.

Additionally, we expect to recognize approximately $75 million in the fourth quarter of 2025 related to the monetization of certain RIN assets retained with the small refinery exemptions.

Information About Our Segments

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As a result of the Retail Purchase Agreement, we met the requirements 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.

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, segment data for previous years has been restated and is consistent with the current year presentation.

Management's Discussion and Analysis

Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of our corporate activities, results of certain immaterial operating segments, including our Canadian crude trading operations and intercompany eliminations.

Management's Discussion and Analysis

Refining Overview

The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel, aviation fuel, asphalt, and other petroleum-based products that are distributed through owned and third-party product terminals.

The refining segment has a combined nameplate capacity of 302,000 bpd as of June 30, 2025.

The refining segment has a combined nameplate capacity of 302,000 bpd as of September 30, 2025.

A high-level summary of the refinery activities is presented below:

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markets, distributes, transports and stores refined products;

and disposes and recycles water in select regions of the southeastern United States, West Texas, New Mexico and North Dakota for our refining segment and third parties.

and disposes and recycles water in select regions of the southern United States, West Texas, New Mexico and North Dakota for our refining segment and third parties.

It is comprised of the consolidated balance sheet and results of operations of Delek Logistics (NYSE:

DKL), where we owned a 63.3% interest at June 30, 2025.

DKL), where we owned a 63.3% interest at September 30, 2025.

Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets.

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Increasing Shareholder Value by Executing Buybacks:

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

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

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

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

Monetizing Our Investment in Delek Logistics:

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.

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.

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

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.

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

Expanding Delek Logistics' Natural Gas Processing Capability:

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We have positioned the Company to continue to run safely, reliably, and environmentally responsibly while leveraging our Delek Logistics business.

Crack spreads have increased two consecutive quarters since Q4 2024 providing the highest crack spreads since the first quarter of 2024.

Crack spreads have increased three consecutive quarters since Q4 2024 providing the highest crack spreads since the first quarter of 2024.

Many uncertainties remain in 2025 with respect to the global supply and demand of the crude oil and refined products markets and it is difficult to predict the ultimate economic impacts this may have on our operations.

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We manage market price risk on crude oil through financial derivative hedges, in accordance with our risk management strategies.

The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2024 and for the three quarterly periods in 2025.

Crude Pricing Differentials

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Management's Discussion and Analysis

The chart below illustrates the key differentials impacting our refining operations, including WTI Cushing to Brent, WTI Midland to WTI Cushing, and Louisiana Light Sweet crude oil ("LLS") to WTI Cushing for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

Refined Product Prices

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High Sulfur Diesel ("HSD"), and U.S.

Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2024 and for the three quarterly periods in 2025.

Crack Spreads

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Generally, a crack spread represents the approximate refining margin resulting from processing one barrel of crude oil into its outputs, generally gasoline and diesel fuel.

The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2024 and for the three quarterly periods in 2025.

Management's Discussion and Analysis

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Environmental regulations and the political environment continue to affect our refining margins in the form of volatility in the price of RINs .

We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs of our credits for commitments required by the U.S.

Environmental Protection Agency (“EPA”) to blend biofuels into fuel products ("RINs Obligation").

We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs of our credits for commitments required by the EPA to blend biofuels into fuel products ("RINs Obligation").

On a consolidated basis, we work to balance our RINs Obligation in order to minimize the effect of RINs prices on our results.

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Because of the volatility in RINs prices, it is not possible to predict future RINs cost with certainty, and movements in RINs prices can have significant and unanticipated adverse effects on our refining margins that are outside of our control.

The chart below illustrates the volatility in RINs for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

The chart below illustrates the volatility in RINs for each of the quarterly periods in 2024 and for the three quarterly periods in 2025.

Energy costs are a significant element of our refining segment's earnings before interest, taxes, depreciation, and amortization ("Refining EBITDA") and can significantly impact our ability to capture crack spreads, with natural gas representing the largest component.

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We manage our risk around natural gas prices by entering into variable and fixed-price supply contracts in both the Gulf and Permian Basin or by entering into derivative hedges based on forecasted consumption and forward curve prices, as appropriate, in accordance with our risk policy.

The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

Management's Discussion and Analysis

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The following table provides a reconciliation of segment EBITDA to the most directly comparable U.S.

GAAP measure, net (loss) income attributable to Delek:

Reconciliation of segment EBITDA to net loss attributable to Delek (in millions)

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

GAAP measure, net income (loss) attributable to Delek:

Reconciliation of segment EBITDA to net income (loss) attributable to Delek (in millions)

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

2025 2024 2025 2024

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Interest expense, net 93.1 78.8 263.1 244.1

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

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

Depreciation and amortization 101.3 98.1 296.7 278.2

(Income) loss from discontinued operations, net of tax 0.8 (7.7) 1.1 (10.9)

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

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

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

The following table provides a reconciliation of refining margin to the most directly comparable U.S.

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Refining Segment

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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Summary Statement of Operations Data (1)

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

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

Net revenues $ 2,887.0 $ 3,042.4 $ 8,293.5 $ 9,478.5

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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 expenses, 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)

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

(1) This information is presented at a summary level for your reference.

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Results of Operations

Consolidated Results of Operations — Comparison of the Three and Six Months Ended June 30, 2025 versus the Three and Six Months Ended June 30, 2024

Consolidated net loss for the second quarter of 2025 was $90.1 million compared to net loss of $26.1 million for the second quarter of 2024.

Consolidated net loss attributable to Delek for the second quarter of June 30, 2025 was $106.4 million, or $(1.76) per basic share, compared to a net loss of $37.2 million, or $(0.58) per basic share, for the second quarter 2024.

Consolidated Results of Operations — Comparison of the Three and Nine Months Ended September 30, 2025 versus the Three and Nine Months Ended September 30, 2024

Net Income (Loss)

Consolidated net income for the third quarter of 2025 was $194.8 million compared to net loss of $67.5 million for the third quarter of 2024.

Consolidated net income attributable to Delek for the third quarter of September 30, 2025 was $178.0 million, or $2.96 per basic share, compared to a net loss of $76.8 million, or $(1.20) per basic share, for the third quarter 2024.

Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.

Consolidated net loss for the six months ended June 30, 2025 was $248.6 million compared to a net loss of $51.3 million for the six months ended June 30, 2024.

Consolidated net loss attributable to Delek for the six months ended June 30, 2025 was $279.1 million, or $(4.55) per basic share, compared to a loss of $69.8 million, or $(1.09) per basic share, for the six months ended June 30, 2024.

Consolidated net loss for the nine months ended September 30, 2025 was $53.8 million compared to a net loss of $118.8 million for the nine months ended September 30, 2024.

Consolidated net loss attributable to Delek for the nine months ended September 30, 2025 was $101.1 million, or $(1.66) per basic share, compared to a loss of $146.6 million, or $(2.29) per basic share, for the nine months ended September 30, 2024.

Explanations for significant drivers impacting net loss as compared to the comparable period of the prior year are discussed in the sections below.

In the second quarter of 2025 and 2024, we generated net revenues of $2,764.6 million and $3,308.1 million, respectively, a decrease of $543.5 million, or 16.4%.

In the third quarter of 2025 and 2024, we generated net revenues of $2,887.0 million and $3,042.4 million, respectively, a decrease of $155.4 million, or 5.1%.

The decrease in net revenues was primarily driven by the following factors:

• in our refining segment, decreases in the average price of U.S.

Gulf Coast gasoline of 15.2%, ULSD of 14.8% and U.S.

Gulf Coast HSD of 2.1% and decreased sales volume (including purchased products);

• in our logistics segment, decreased revenue of $18.4 million in our West Texas marketing operations.

Gulf Coast gasoline of 7.1% and U.S.

Gulf Coast HSD of 1.9%.

These decreases were partially offset by the following:

• an increase in the average price of U.S.

Gulf Coast ULSD of 1.8%;

• an increase in sales volume (including purchased products);

• in our logistics segment, increased revenue of $2.4 million in our West Texas marketing operations;

• incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $11.0 million and $20.7 million, respectively.

We generated net revenues of $5,406.5 million and $6,436.1 million during the six months ended June 30, 2025 and 2024, respectively, a decrease of $1,029.6 million, or 16.0%.

We generated net revenues of $8,293.5 million and $9,478.5 million during the nine months ended September 30, 2025 and 2024, respectively, a decrease of $1,185.0 million, or 12.5%.

The decrease in net revenues was primarily due to the following:

• in our refining segment, decreases in the average price of U.S.

Gulf Coast gasoline of 13.3% and ULSD of 13.4% and decreased sales volumes (including purchased products), partially offset by an increase in the average price of U.S.

Gulf Coast HSD of 3.1%;

Gulf Coast gasoline of 11.3% and ULSD of 8.6% and decreased sales volumes (including purchased products);

• in our logistics segment, decreased revenue of $18.7 million in our West Texas marketing operations.

These decreases were partially offset by the following:

• an increase in the average price of U.S.

Gulf Coast HSD of 1.5%;

• incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $42.8 million and $67.5 million, respectively.

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Cost of Materials and Other

Cost of materials and other was $2,415.0 million for the second quarter of 2025 compared to $3,025.5 million for the second quarter of 2024, a decrease of $610.5 million, or 20.2%.

Cost of materials and other was $2,165.7 million for the third quarter of 2025 compared to $2,788.7 million for the third quarter of 2024, a decrease of $623.0 million, or 22.3%.

The net decrease in cost of materials and other was primarily driven by the following:

• decreases in cost of crude oil feedstocks at the refineries, including a 21.1% decrease in the average cost of WTI Cushing crude oil and a 21.2% decrease in the average cost of WTI Midland crude oil and a decrease in sales volume (including purchased products).

These decreases were partially offset by the following:

• incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition;

• an increase in RINs pricing.

• decreases in cost of crude oil feedstocks at the refineries, including a 13.6% decrease in the average cost of WTI Cushing crude oil and a 13.4% decrease in the average cost of WTI Midland crude oil;

• small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million.

Management's Discussion and Analysis

Cost of materials and other was $4,814.5 million for the six months ended June 30, 2025, compared to $5,758.4 million for six months ended June 30, 2024, a decrease of $943.9 million, or 16.4%.

These decreases were partially offset by the following:

• an increase in sales volume (including purchased products);

• incremental costs associated with the Gravity and H2O Midstream Acquisitions of $5.3 million and $1.2 million, respectively.

Cost of materials and other was $6,980.2 million for the nine months ended September 30, 2025, compared to $8,547.1 million for nine months ended September 30, 2024, a decrease of $1,566.9 million, or 18.3%.

The net decrease in cost of materials and other primarily related to the following:

• a decrease in the cost of crude oil feedstocks at the refineries, including a 14.1% decrease in the average cost of WTI Cushing crude oil and a 14.3% decrease in the average cost of WTI Midland crude oil and decreased sales volume (including purchased products);

• in our logistics segment, decreased cost of materials and other of $20.5 million in our West Texas marketing operations.

These decreases were partially offset by the following:

• incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition;

• an increase in RINs pricing.

• incremental costs associated with the Gravity and H2O Midstream Acquisitions of $10.1 million and $2.9 million, respectively.

Operating Expenses

Operating expenses (included in both cost of sales and other operating expenses) were $212.0 million for the second quarter of 2025 compared to $186.0 million for the second quarter of 2024, an increase of $26.0 million, or 14.0%.

Operating expenses (included in both cost of sales and other operating expenses) were $231.3 million for the third quarter of 2025 compared to $185.1 million for the third quarter of 2024, an increase of $46.2 million, or 25.0%.

The increase in operating expenses was primarily driven by the following:

• an increase in natural gas costs;

• an increase in natural gas, chemical and electric costs;

• an increase in employee costs;

• an increase in outside services;

• an increase in maintenance costs;

• incremental expenses associated with the H2O Midstream Acquisition and Gravity Acquisition.

• incremental expenses associated with the H2O Midstream and Gravity Acquisitions.

These increases were partially offset by the following:

• a decrease in insurance costs;

• a decrease in lease and rental costs.

Operating expenses (included in both cost of sales and other operating expenses) were $424.4 million for the six months ended June 30, 2025 compared to $400.9 million in six months ended June 30, 2024, an increase of $23.5 million, or 5.9%.

Operating expenses (included in both cost of sales and other operating expenses) were $655.7 million for the nine months ended September 30, 2025 compared to $586.0 million in nine months ended September 30, 2024, an increase of $69.7 million, or 11.9%.

The increase in operating expenses was primarily driven by the following:

• an increase in natural gas costs;

• an increase in natural gas, chemical, and electric costs;

• an increase in employee costs;

• an increase in outside services;

• an increase in maintenance costs;

• incremental expenses associated with the H2O Midstream Acquisition and Gravity Acquisition.

• incremental expenses associated with the H2O Midstream and Gravity Acquisitions.

These increases were partially offset by the following:

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General and Administrative Expenses

General and administrative expenses were $76.6 million for the second quarter of 2025 compared to $60.2 million for the second quarter of 2024, an increase of $16.4 million, or 27.2%.

The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.

General and administrative expenses were $138.1 million for the six months ended June 30, 2025 compared to $121.2 million in six months ended June 30, 2024, an increase of $16.9 million, or 13.9%.

The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.

General and administrative expenses were $76.8 million for the third quarter of 2025 compared to $70.4 million for the third quarter of 2024, an increase of $6.4 million, or 9.1%.

The increase was primarily driven by incentive compensation offset by decreases in employee costs.

Management's Discussion and Analysis

General and administrative expenses were $214.9 million for the nine months ended September 30, 2025 compared to $191.6 million in the nine months ended September 30, 2024, an increase of $23.3 million, or 12.2%.

The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.

Depreciation and Amortization

Depreciation and amortization (included in both cost of sales and other operating expenses) was $94.1 million for the second quarter of 2025 compared to $88.4 million for the second quarter of 2024, an increase of $5.7 million, or 6.4%.

The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream Acquisition and Gravity Acquisition.

Depreciation and amortization (included in both cost of sales and other operating expenses) was $195.4 million for the six months ended June 30, 2025 compared to $180.1 million in 2024, an increase of $15.3 million, or 8.5%.

Depreciation and amortization (included in both cost of sales and other operating expenses) was $101.3 million for the third quarter of 2025 compared to $98.1 million for the third quarter of 2024, an increase of $3.2 million, or 3.3%.

Depreciation and amortization (included in both cost of sales and other operating expenses) was $296.7 million for the nine months ended September 30, 2025 compared to $278.2 million in 2024, an increase of $18.5 million, or 6.6%.

Asset Impairment

Asset impairment was $22.1 million for the three months ended June 30, 2024.

We recorded $22.1 million asset impairment as a result of our second quarter 2024 decision to idle three biodiesel facilities, while exploring viable and sustainable alternatives.

There was no asset impairment for the three months ended June 30, 2025.

Asset impairment was $22.1 million for the six months ended June 30, 2024.

We recorded $22.1 million asset impairment as a result of our second quarter 2024 decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives.

There was no asset impairment for the six months ended June 30, 2025.

Refer to Note 17 condensed consolidated financial statements in Item 1.

Asset impairment was $16.3 million for the three months ended September 30, 2025 compared to $9.2 million for the three months ended September 30, 2024.

• For the third quarter of 2025, the asset impairment primarily related to an $11.6 million impairment of software development costs.

• For the third quarter of 2024, we recorded a $9.2 million asset impairment because it was no longer probable certain pipeline assets would be utilized.

Refer to Note 12 and Note 17 of the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for further information

Asset impairment was $16.3 million for the nine months ended September 30, 2025 compared to $31.3 million for the nine months ended September 30, 2024.

• For the nine months ended September 30, 2025, the asset impairment primarily related to an $11.6 million impairment of software development costs.

• For the nine months ended September 30, 2024 we recorded a $22.1 million asset impairment as a result of our second quarter 2024 decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives and we recorded a $9.2 million asset impairment because it was no longer probable certain pipeline assets would be utilized..

Refer to Note 12 and Note 17 of the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for further information.

Other Operating Expense (Income), Net

Other operating expense (income), net decreased by $79.1 million in the second quarter of 2025 to an expense of $0.4 million compared to income of $78.7 million in the second quarter of 2024.

The decrease was primarily due to the following:

• for the three months ended June 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;

• for the three months ended June 30, 2024, we recorded a gain of $25.1 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire and the 2022 Big Spring refinery fire related to property damage and business interruption claims related to the fire and freeze events that occurred in 2021;

• for the three months ended June 30, 2024, we recorded a gain of $8.3 million related to Delek Logistics' eminent domain settlement while for the six months ended June 30, 2025, we recorded a gain of $4.3 related to Delek Logistics' eminent domain settlement.

These decreases were partially offset by the following:

• a decrease in hedge losses in the second quarter of 2025 compared to the second quarter of 2024 associated with our derivatives.

Other operating income, net was $6.6 million and $80.4 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $73.8 million.

Other operating expense (income), net decreased by $12.9 million in the third quarter of 2025 to an income of $0.1 million compared to expense of $12.8 million in the third quarter of 2024.

During the three months ended September 30, 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives and as a result we recognized a loss of $14.1 million.

Other operating income, net was $6.7 million and $67.6 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $60.9 million.

The decrease was primarily driven by the following:

• for the six months ended June 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;

• for the six months ended June 30, 2024, we recorded a gain of $28.7 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire, the 2021 freeze events and the 2022 Big Spring refinery fire related to property damage and business interruption claims, related to the fire and freeze events that occurred in 2021;

• for the six months ended June 30, 2024, we recorded a gain of $8.3 million related to Delek Logistics' eminent domain settlement while for the six months ended June 30, 2025, we recorded a gain of $4.3 related to Delek Logistics' eminent domain settlement.

• for the nine months ended September 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;

• for the nine months ended September 30, 2024, we recorded a gain of $30.1 million while for the nine months ended September 30, 2025, we recorded a gain of $2.8 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire,

Management's Discussion and Analysis

the 2021 freeze events and the 2022 Big Spring refinery fire related to property damage and business interruption claims, related to the fire and freeze events that occurred in 2021;

• for the nine months ended September 30, 2024, we recorded a gain of $8.3 million related to Delek Logistics' eminent domain settlement while for the nine months ended September 30, 2025, we recorded a gain of $4.3 related to Delek Logistics' eminent domain settlement.

These decreases were partially offset by the following:

• for the nine months ended September 30, 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives and as a result we recognized a loss of $14.1 million.

Non-Operating Expenses, Net

Interest Expense, Net

Interest expense, net increased by $8.3 million, or 10.7%, to $85.9 million in the second quarter of 2025 compared to $77.6 million in the second quarter of 2024, primarily driven by the following:

• an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreements which have an associated interest charge) of approximately $517.3 million in the second quarter of 2025 (calculated as a simple average of beginning borrowings/obligations and ending borrowings/obligations for the period) compared to the second quarter of 2024;

• hedge losses associated with our interest rate swap.

Interest expense, net increased by $14.3 million, or 18.1%, to $93.1 million in the third quarter of 2025 compared to $78.8 million in the third quarter of 2024, primarily driven by the following:

• an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreements which have an associated interest charge) of approximately $444.8 million in the third quarter of 2025 (calculated as a simple average of beginning borrowings/obligations and ending borrowings/obligations for the period) compared to the third quarter of 2024;

• hedge losses in the third quarter of 2025 associated with our interest rate swap opposed to gains in the third quarter of 2024.

The increase was partially offset by the following:

• a decrease in the average effective interest rate of 126 basis points in the second quarter of 2025 compared to the second quarter of 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

Interest expense, net was $170.0 million in the six months ended June 30, 2025, compared to $165.3 million for six months ended June 30, 2024, an increase of $4.7 million, or 2.8% primarily due to the following:

• an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) of approximately $360.9 million during the six months ended June 30, 2025 (calculated as a simple average of beginning borrowings/obligation and ending borrowings/obligation for the period) compared to the six months ended June 30, 2024;

• hedge losses associated with our interest rate swap.

• a decrease in the average effective interest rate of 10 basis points in the third quarter of 2025 compared to the third quarter of 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

Interest expense, net was $263.1 million in the nine months ended September 30, 2025, compared to $244.1 million for nine months ended September 30, 2024, an increase of $19.0 million, or 7.8% primarily due to the following:

• an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) of approximately $250.5 million during the nine months ended September 30, 2025 (calculated as a simple average of beginning borrowings/obligation and ending borrowings/obligation for the period) compared to the nine months ended September 30, 2024;

• lower hedge gains associated with our interest rate swap.

This increase was partially offset by the following:

• a decrease in the average effective interest rate of 131 basis points during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

• a decrease in the average effective interest rate of 43 basis points during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

Results from Equity Method Investments

We recognized income of $22.2 million from equity method investments during the second quarter of 2025, compared to $30.4 million for the second quarter of 2024, a decrease of $8.2 million.

This decrease was primarily driven by the following:

• a decrease in income from our investment in W2W Holdings LLC to $5.9 million during the three months ended June 30, 2025 from $10.6 million in the three months ended June 30, 2024;

• a decrease in income from our investment in Red River Pipeline Company LLC to $2.8 million during the three months ended June 30, 2025 from $5.5 million in the three months ended June 30, 2024.

We recognized income from equity method investments of $35.5 million for the six months ended June 30, 2025, compared to $52.3 million for the six months ended June 30, 2024, a decrease of $16.8 million.

We recognized income of $31.2 million from equity method investments during the third quarter of 2025, compared to $25.1 million for the third quarter of 2024, a increase of $6.1 million.

This increase was primarily driven by the following:

• an increase in income from our investment in W2W Holdings LLC to $16.8 million during the three months ended September 30, 2025 from $6.0 million in the three months ended September 30, 2024.

This increase was partially offset by the following:

• a decrease in income from our investment in Red River Pipeline Company LLC to $3.2 million during the three months ended September 30, 2025 from $5.9 million in the three months ended September 30, 2024.

We recognized income from equity method investments of $66.7 million for the nine months ended September 30, 2025, compared to $77.4 million for the nine months ended September 30, 2024, a decrease of $10.7 million.

This decrease was primarily driven by the following:

• a decrease in income from our investment in W2W Holdings LLC to $11.2 million during the six months ended June 30, 2025 from $20.0 million in the six months ended June 30, 2024;

• a decrease in income from our investment in Red River Pipeline Company LLC to $5.0 million during the six months ended June 30, 2025 from $10.7 million in the six months ended June 30, 2024.

Other Expense (Income), net

Other expense (income), net increase by $6.2 million, or 100.0%, to $6.2 million in the second quarter of 2025 compared to $0.0 million in the second quarter of 2024, primarily driven by the following:

• an impairment recognized on two investments held at cost within other non-current assets for $8.6 million.

Refer to Note 12 condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for further information.

• a decrease in income from our investment in Red River Pipeline Company LLC to $8.3 million during the nine months ended September 30, 2025 from $16.6 million in the nine months ended September 30, 2024.

Management's Discussion and Analysis

Other expense (income), net was $4.6 million of expense in the six months ended June 30, 2025, compared to $0.6 million of income for six months ended June 30, 2024, an increase of $5.2 million, or 866.7% primarily due to the following:

Other Expense (Income), net

Other income, net increased by $0.7 million, or 140.0%, to $1.2 million in the third quarter of 2025 compared to $0.5 million in the third quarter of 2024.

Other expense (income), net was $3.4 million of expense in the nine months ended September 30, 2025, compared to $1.1 million of income for nine months ended September 30, 2024, an increase of $4.5 million, or 409.1% primarily due to the following:

• an impairment recognized on two investments held at cost within other non-current assets for $8.6 million.

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Financial Statements, of this Quarterly Report on Form 10-Q for further information.

For the second quarter of 2025, we recorded an income tax benefit of $14.1 million from continuing operations compared to an income tax benefit of $8.8 million from continuing operations for the second quarter of 2024, primarily driven by the following:

• an increase in pre-tax net loss of $60.8 million;

• our effective tax rates were 13.6% and 20.7% for the three months ended June 30, 2025 and 2024, respectively, due to the impact of fixed dollar permanent differences on the tax rate and changes to valuation allowances on certain attributes.

For the six months ended June 30, 2025, we recorded an income tax benefit of $50.9 million from continuing operations compared to an income tax benefit of $16.4 million from continuing operations for the six months ended June 30, 2024, primarily driven by the following:

• an increase in pre-tax net loss of $219.8 million;

• our effective tax rates were 17.1% and 20.9% for the six months ended June 30, 2025 and 2024, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes when calculating an estimated annual effective tax rate.

For the third quarter of 2025, we recorded an income tax expense of $39.9 million from continuing operations compared to an income tax benefit of $40.3 million from continuing operations for the third quarter of 2024, primarily driven by the following:

• an increase in pre-tax net income of $410.1 million;

• our effective tax rates were 17.0% and 23.0% for the three months ended September 30, 2025 and 2024, respectively, due to the impact of fixed dollar permanent differences on the tax rate and changes to valuation allowances on certain attributes.

For the nine months ended September 30, 2025, we recorded an income tax benefit of $11.0 million from continuing operations compared to an income tax benefit of $56.7 million from continuing operations for the nine months ended September 30, 2024, primarily driven by the following:

• an decrease in pre-tax net loss of $190.3 million;

• our effective tax rates were 17.4% and 22.3% for the nine months ended September 30, 2025 and 2024, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes when calculating an estimated annual effective tax rate.

Refer to Note 14 of our condensed consolidated financial statements in Item 1.

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Selected Refining Financial Information

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

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

2025 2024 2025 2024

41 unchanged sentences

Refinery Statistics

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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Refinery Statistics (continued)

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

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

2025 2024 2025 2024

38 unchanged sentences

Refinery Statistics (continued)

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

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

2025 2024 2025 2024

49 unchanged sentences

Refinery Sales to Other Segments

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

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

(in barrels per day) 2025 2024 2025 2024

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Pricing Statistics (average for the period presented)

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

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

2025 2024 2025 2024

27 unchanged sentences

Management's Discussion and Analysis

Refining Segment Operational Comparison of the Three and Six Months Ended June 30, 2025 versus the Three and Six Months Ended June 30, 2024

Revenues for the refining segment decreased by $590.4 million, or 17.9%, in the second quarter of 2025 compared to the second quarter of 2024.

Refining Segment Operational Comparison of the Three and Nine Months Ended September 30, 2025 versus the Three and Nine Months Ended September 30, 2024

Revenues for the refining segment decreased by $185.7 million, or 6.1%, in the third quarter of 2025 compared to the third quarter of 2024.

The decrease was primarily driven by the following:

• a decrease in the average price of U.S.

Gulf Coast gasoline of 15.2%, ULSD of 14.8% and U.S.

Gulf Coast gasoline of 7.1% and U.S.

Gulf Coast HSD of 1.9%.

• a decrease in sales volumes (including purchased products).

Net revenues included sales to our logistics segment of $84.4 million and $106.7 million for the three months ended June 30, 2025 and June 30, 2024, respectively.

These decreases were partially offset by the following:

• an increase in the average price of Gulf Coast ULSD of 1.8%;

• an increase in sales volumes (including purchased products).

Net revenues included sales to our logistics segment of $85.5 million and $84.6 million for the three months ended September 30, 2025 and September 30, 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Revenues for the refining segment decreased $1,090.4 million, or 17.0%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Revenues for the refining segment decreased $1,276.1 million, or 13.5%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The decrease was primarily driven by the following:

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Gulf Coast HSD of 1.5%.

Revenues included sales to our logistics segment of $174.4 million and $199.6 million for the six months ended June 30, 2025 and 2024, respectively.

Revenues included sales to our logistics segment of $259.9 million and $284.2 million for the nine months ended September 30, 2025 and 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

Cost of materials and other decreased by $671.9 million, or 21.3%, in the second quarter of 2025 compared to the second quarter of 2024.

Cost of materials and other decreased by $636.9 million, or 22.3%, in the third quarter of 2025 compared to the third quarter of 2024.

The decrease was primarily driven by the following:

• decreases in the cost of WTI Cushing crude oil, from an average of $75.28 per barrel to an average of $65.06, or 13.6%, and decreases in the cost of WTI Midland crude oil, from an average of $75.96 per barrel to an average of $65.76, or 13.4%;

• a decrease in sales volume (including purchased products);

• a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting.

These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

These decreases were partially offset by the following:

• an increase in RINs pricing.

Cost of materials and other decreased $1,040.9 million, or 17.4%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

• an increase in sales volumes (including purchased products).

Cost of materials and other decreased $1,677.8 million, or 19.0%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This decrease was primarily driven by the following:

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• a decrease in sales volumes (including purchased products);

• a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting.

These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

These decreases were partially offset by the following:

• an increase in RINs pricing.

Management's Discussion and Analysis

Our refining segment purchases finished product from our logistics segment and has multiple service agreements with our logistics segment which, among other things, require the refining segment to pay terminalling and storage fees based on the throughput volume of crude and finished product in the logistics segment pipelines and the volume of crude and finished product stored in the logistics segment storage tanks, subject to minimum volume commitments.

These costs and fees were $114.0 million and $156.5 million during the three months ended June 30, 2025 and 2024, respectively.

These costs and fees were $239.9 million and $295.7 million during the six months ended June 30, 2025 and 2024, respectively.

These costs and fees were $131.0 million and $111.3 million during the three months ended September 30, 2025 and 2024, respectively.

These costs and fees were $370.9 million and $410.2 million during the nine months ended September 30, 2025 and 2024, respectively.

We eliminate these intercompany fees in consolidation.

Operating Expenses

Operating expenses increased by $1.9 million, or 1.3%, in the second quarter of 2025 compared to the second quarter of 2024, driven by the following:

Operating expenses increased by $14.0 million, or 9.7%, in the third quarter of 2025 compared to the third quarter of 2024, driven by the following:

• higher natural gas prices in 2025;

• an increase in employee costs;

• an increased outside services.

These increases were partially offset by the following:

• a decrease in insurance costs and lease and rental costs.

Operating expenses decreased $5.8 million, or 1.8%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

The decrease in operating expenses was primarily driven by the following:

• a decrease in employee costs, insurance costs, and lease and rental costs.

These decreases were partially offset by the following:

• higher natural gas prices;

• a decrease in lease and rental costs.

Operating expenses increased $8.2 million, or 1.8%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

The increase in operating expenses was primarily driven by the following:

• higher natural gas prices in 2025;

• an increase in outside services.

These increases were partially offset by the following:

• a decrease in employee costs;

• a decrease in insurance costs;

• a decrease in lease and rental costs.

Refining Margin

Refining segment margin increased by $81.5 million, or 52.0%, in the second quarter of 2025 compared to the second quarter of 2024, with a refining margin percentage of 8.8% as compared to 4.7% for the second quarter of 2025 and 2024, respectively, primarily driven by the following:

• a 11.4% increase in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 11.8% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 10.8% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);

Refining segment margin increased by $451.2 million, or 272.6%, in the third quarter of 2025 compared to the third quarter of 2024, with a refining margin percentage of 21.7% as compared to 5.5% for the third quarter of 2025 and 2024, respectively, primarily driven by the following:

• a 44.3% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 42.0% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 56.7% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);

• an increase in sales volume;

Refining margin increased by $401.7 million, or 68.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, with a refining margin percentage of 12.2% as compared to 6.3% for the nine months ended September 30, 2025 and 2024, respectively, primarily driven by the following:

• a 5.7% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 5.4% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 2.4% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);

Management's Discussion and Analysis

• a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting.

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These increases were partially offset by the following:

• a decrease in sales volume;

• an increase in RINs pricing.

Refining margin decreased by $49.5 million, or 11.6%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, with a refining margin percentage of 7.1% as compared to 6.6% for the six months ended June 30, 2025 and 2024, respectively, primarily driven by the following:

• a 9.5% decrease in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 9.2% decrease in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 17.3% decrease in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);

• a decrease in sales volumes (including purchased products).

• an increase in RINs pricing.

Management's Discussion and Analysis

These decreases were partially offset by the following:

• a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting.

These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

EBITDA increased by $77.8 million, or 449.7%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in refining margin driven by increased crack spreads partially offset by a decrease in sales volume and insurance and third party proceeds received in 2024 related to the fires in 2021 and 2022.

EBITDA decreased by $43.5 million, or 35.5% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a decrease in refining margin driven by decreased crack spreads, decreased sales volumes, and insurance and third party proceeds received in 2024 related to the fires in 2021 and 2022.

EBITDA increased by $451.3 million, or 3525.8%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in refining margin driven by increased crack spreads, increased sales volumes and receipt of small refinery exemptions.

EBITDA increased by $407.8 million, or 301.6% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in refining margin driven by increased crack spreads and receipt of small refinery exemptions partially offset by decreased sales volumes and insurance and third party proceeds received in 2024 related to the fires in 2021 and 2022.

Management's Discussion and Analysis

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Selected Logistics Financial and Operating Information

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

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

2025 2024 2025 2024

44 unchanged sentences

Management's Discussion and Analysis

Logistics Segment Operational Comparison of the Three and Six Months Ended June 30, 2025 versus the Three and Six Months Ended June 30, 2024

Net revenues decreased by $18.2 million, or 6.9%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by:

• decreased revenue of $18.4 million in our West Texas marketing operations driven by decreases in average sales prices per gallon, a net decrease in volumes sold, partially offset by an increase in RINs revenue:

◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.34 and $0.33 per gallon, respectively;

◦ the volumes of gasoline sold decreased by 2.7 million and the volumes of diesel sold increased by 0.3 million gallons;

◦ RINs revenue increased from $1.3 million in the second quarter of 2024 to $2.2 million in the second quarter of 2025, due to increases in RINs prices;

• decrease of $7.4 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024;

• decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;

• partially offset by incremental revenue associated with Gravity and H2O Midstream acquisitions of $15.3 million and $24.0 million, respectively.

Net revenues included sales to our refining segment of $114.0 million and $156.5 million for the three months ended June 30, 2025 and June 30, 2024, respectively, and sales to corporate and other of $0.1 million and $0.4 million for the three months June 30, 2025 and 2024, respectively.

Logistics Segment Operational Comparison of the Three and Nine Months Ended September 30, 2025 versus the Three and Nine Months Ended September 30, 2024

Net revenues increased by $47.2 million, or 22.0%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by:

• increase in incremental revenue associated with the Gravity acquisition of $20.7 million and an increase in revenue associated with the H2O Midstream acquisition of $11.0 million;

• increased revenue of $15.5 million related to the DPG dropdown agreement that went into effect in the second quarter of 2025;

• increased revenue of $2.4 million in our West Texas marketing operations primarily driven by an increase in volumes sold, increase in average prices of diesel per gallon and an increase in RINs revenue partially offset by a decrease in average sales prices of gasoline per gallon:

◦ the volumes of gasoline and diesel sold increased by 0.4 million and 1.2 million gallons, respectively;

◦ the average sales prices of gasoline sold decreased by $0.13 per gallon and the average prices of diesel sold increased by $0.04 per gallon;

◦ RINs revenue increased from $1.3 million in the third quarter of 2024 to $2.3 million in the third quarter of 2025, due to increased RINs prices;

• partially offset by a decrease of $1.4 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024;

• decrease in revenue related to the termination of the Centrifuge Slurry agreement in December 2024.

Net revenues included sales to our refining segment of $131.0 million and $111.3 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and sales to corporate and other of $0.0 million and $0.4 million for the three months September 30, 2025 and 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Net revenues decreased by $20.4 million, or 3.9%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily driven by the following:

• decreased revenue of $21.1 million in our West Texas marketing operations primarily driven by decreases in average sales prices per gallon, partially offset by net increases in volumes sold and an increase in RINs revenue:

Net revenues increased by $26.8 million, or 3.7%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily driven by the following:

• increase in incremental revenue associated with the Gravity acquisition of $67.5 million and an increase in revenue associated with the H2O Midstream acquisition of $42.8 million.

• partially offset by decreased revenue of $18.7 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon, partially offset by an increase in volumes sold and an increase in RINs revenue:

◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.22 and $0.21 per gallon, respectively;

◦ the volumes of diesel sold increased by 2.0 million and the average volumes of gasoline sold decreased by 1.6 million gallons;

◦ RINs revenue increased from $2.4 million in the second quarter of 2024 to $3.9 million in the second quarter of 2025, due to increased RINs prices.

• decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;

◦ the volumes of diesel sold increased by 3.2 million and the volumes of gasoline sold decreased by 1.2 million gallons;

◦ RINs revenue increased from $3.7 million in the third quarter of 2024 to $6.1 million in the third quarter of 2025, due to increased RINs prices.

• decreased revenue of $40.0 million due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period;

• decrease of $12.1 million due to the assignment of the Big Spring Refinery marketing agreement to Delek Holdings in the third quarter of 2024.

• partially offset by incremental revenue associated with the Gravity and H2O Midstream Acquisitions of $46.8 million and $31.8 million, respectively.

Revenues included sales to our refining segment of $239.9 million and $295.7 million for the six months ended June 30, 2025 and 2024, respectively, and sales to corporate and other of $0.5 million and $0.8 million for the six months ended June 30, 2025 and 2024, respectively.

Revenues included sales to our refining segment of $370.9 million and $410.2 million for the nine months ended September 30, 2025 and 2024, respectively, and sales to corporate and other of $0.5 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Management's Discussion and Analysis

Cost of Materials and Other

Cost of materials and other for the logistics segment decreased by $18.8 million, or 13.6%, in the second quarter of 2025 compared to the second quarter of 2024.

The decrease was primarily driven by the following:

• decreased costs of materials and other of $19.3 million in our West Texas marketing operations primarily driven by decreases in average cost per gallon of gasoline and diesel sold and net decrease in volumes sold:

Cost of materials and other for the logistics segment increased by $12.3 million, or 10.5%, in the third quarter of 2025 compared to the third quarter of 2024.

The increase was primarily driven by the following:

• increased costs of materials and other of $1.2 million in our West Texas marketing operations primarily driven by a net increase in volumes sold partially offset by decreases in average cost per gallon of gasoline and diesel sold:

◦ the volumes of gasoline sold increased by 0.4 million and the volumes of diesel sold increased by 1.2 million gallons;

◦ the average cost per gallon of gasoline and diesel sold decreased by $0.08 per gallon and $0.04 per gallon, respectively.

Management's Discussion and Analysis

◦ the volumes of gasoline sold decreased by 2.7 million and the volumes of diesel sold increased by 0.3 million gallons.

• incremental costs associated with the H2O Midstream and Gravity Acquisitions of $0.9 million and $2.7 million, respectively.

Our logistics segment purchased product from our refining segment of $84.4 million and $106.7 million for the three months ended June 30, 2025 and June 30, 2024, respectively.

• incremental costs associated with the Gravity and H2O Midstream Acquisitions of $5.3 million and $1.2 million, respectively.

Our logistics segment purchased product from our refining segment of $85.5 million and $84.6 million for the three months ended September 30, 2025 and September 30, 2024, respectively.

We eliminate these intercompany costs in consolidation.

Cost of materials and other for the logistics segment decreased by $13.4 million, or 5.1%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Cost of materials and other for the logistics segment decreased by $1.1 million, or 0.3%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This decrease was primarily driven by the following:

• decreased costs of materials and other of $21.7 million in our West Texas marketing operations was primarily driven by decrease in average cost per gallon, partially offset by net increase in volumes sold:

• decreased costs of materials and other of $20.5 million in our West Texas marketing operations was primarily driven by a decrease in average cost per gallon, partially offset by net increase in volumes sold:

◦ the average cost per gallon of gasoline and diesel sold decreased by $0.19 per gallon and $0.24 per gallon, respectively;

◦ the volumes of diesel sold increased by 3.2 million gallons, and the volumes of gasoline sold decreased by 1.2 million;

• incremental costs associated with the H2O Midstream and Gravity Acquisitions of $1.7 million and $4.7 million, respectively.

• partially offset by incremental costs associated with the Gravity and H2O Midstream Acquisitions of $10.1 million and $2.9 million, respectively.

Our logistics segment purchased product from our refining segment of $259.9 million and $284.2 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

We eliminate these intercompany costs in consolidation.

Management's Discussion and Analysis

Operating Expenses

Operating expenses increased by $8.6 million, or 29.1%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the following:

• incremental expenses associated with the H2O Midstream and Gravity Acquisitions of $4.8 million and $11.0 million, respectively;

This increase was partially offset by the following:

• a decrease in outside services.

Operating expenses increased by $17.6 million, or 28.6%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by the following:

• incremental expenses associated with the H2O Midstream and Gravity Acquisitions of $10.2 million and $17.8 million, respectively.

Operating expenses increased by $15.8 million, or 56.4%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the following:

• incremental costs associated with the Gravity and H2O Midstream Acquisitions of $6.2 million and $1.9 million, respectively;

• increase in natural gas and electrical costs;

• increase in employee costs.

Operating expenses increased by $33.4 million, or 37.3%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by the following:

• incremental costs associated with the Gravity and H2O Midstream Acquisitions of $24.0 million and $12.1 million, respectively.

This increase was partially offset by the following:

• a decrease in outside services.

EBITDA decreased by $10.5 million, or 10.4%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by the following:

• lower revenue related to sales-type lease accounting;

• lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings;

These increase were partially offset by the following:

EBITDA increased by $33.4 million, or 48.7%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by the following:

• incremental EBITDA of $7.6 million and $9.1 million associated with H2O Midstream and Gravity Acquisitions, respectively;

• a $1.12 per barrel increase in wholesale margins.

EBITDA decreased by $24.7 million, or 12.3%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by the following:

• recording certain throughput and storage fees in interest income due to sales-type lease accounting that were previously recorded as revenue in prior year period;

These increase were partially offset by the following:

• lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings.

These decreases were partially offset by the following:

EBITDA increased by $8.7 million, or 3.2%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by the following:

• incremental EBITDA of $27.2 million and $33.3 million associated with H2O Midstream and Gravity Acquisitions, respectively;

• a $0.29 per barrel increase in wholesale margins.

• an $0.56 per barrel increase in wholesale margins.

These increases were partially offset by the following:

• recording certain throughput and storage fees in interest income due to sales-type lease accounting that were previously recorded as revenue in prior year period;

• lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings.

Management's Discussion and Analysis

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• potential issuances of additional equity and debt securities.

At June 30, 2025, our total liquidity amounted to $2,385.2 million comprised primarily of $1,769.7 million in unused credit commitments under our revolving credit facilities (as discussed in Note 10 of our condensed consolidated financial statements in Item 1.

At September 30, 2025, our total liquidity amounted to $2,304.6 million comprised primarily of $1,673.7 million in unused credit commitments under our revolving credit facilities (as discussed in Note 10 of our condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q) and $630.9 million in cash and cash equivalents.

Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash dividends, repurchase common stock and fund operational capital expenditures.

On July 30, 2025, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock.

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.

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

On October 29, 2025, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock.

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.

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

Other funding sources including borrowings under existing credit agreements, and issuance of equity and debt securities have been utilized to meet our funding requirements and support our growth capital projects and acquisitions.

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Additionally, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, to pay dividends and repurchase common stock will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including oil prices, some of which are beyond our control.

As of June 30, 2025, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 10 of our condensed consolidated financial statements in Item 1.

As of September 30, 2025, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 10 of our condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q).

Additionally, we were in compliance with covenants during the quarter ended June 30, 2025.

Additionally, we were in compliance with covenants during the quarter ended September 30, 2025.

Failure to meet the incurrence covenants could impose certain incremental restrictions on our ability to incur new debt and also may limit whether and the extent to which we may pay dividends, as well as impose additional restrictions on our ability to repurchase our stock, make new investments and incur new liens (among others).

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The following table sets forth a summary of our consolidated cash flows (in millions):

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flow Data:

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Total Financing activities 443.3 144.4

Net decrease $ (120.1) $ (164.3)

Net (decrease) increase $ (104.7) $ 215.4

Cash Flows from Operating Activities

Continuing Operations

Net cash used by operating activities from continuing operations was $9.9 million for the six months ended June 30, 2025, compared to net cash provided by of $101.0 million for the comparable period of 2024.

Net cash provided by operating activities from continuing operations was $34.4 million for the nine months ended September 30, 2025, compared to net cash provided of $78.9 million for the comparable period of 2024.

The decreases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $271.3 million decrease in cash provided by operating activities and an increase in cash paid for debt interest of $26.2 million.

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Continuing Operations

Net cash used in investing activities from continuing operations was $477.6 million for the six months ended June 30, 2025, compared to $89.0 million in the comparable period of 2024.

Net cash used in investing activities from continuing operations was $581.0 million for the nine months ended September 30, 2025, compared to $387.4 million in the comparable period of 2024.

The increase in cash flows used in investing activities was primarily due to the $300.8 million acquisition of Gravity of which $186.5 million was paid in cash, $172.3 million increase in purchases of property, plant and equipment and a reduction in insurance and settlement proceeds of $5.2 million.

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Continuing Operations

Net cash provided by financing activities from continuing operations was $368.5 million for the six months ended June 30, 2025, compared to cash used of $178.5 million in the comparable 2024 period.

The decrease in cash used was primarily due to net payments on long-term revolvers of $354.6 million for the six months ended June 30, 2025 compared to net payments of $450.3 million in the comparable 2024 period, net proceeds on product and other financing arrangements of $162.1 million for the six months ended June 30, 2025 compared to net payments of $102.1 million in the comparable 2024 period and net proceeds of term debt of $695.2 million for the six months ended June 30, 2025 compared to net proceeds on term debt of $316.4 million in the comparable 2024 period, primarily related to the issuance of the Delek Logistics 2033 Notes and the related repayment on the Delek Logistics Revolving Facility.

These increases in cash flows were partially offset by the receipt of net proceeds of $132.2 million from the Delek Logistics' public offerings of common units in the six months ended June 30, 2024, an increase of $44.4 million in share buybacks and a $19.7 million increase in distributions to non-controlling interests.

Net cash provided by financing activities from continuing operations was $443.3 million for the nine months ended September 30, 2025, compared to cash provided of $144.4 million in the comparable 2024 period.

The increase in cash provided was primarily due to net payments on long-term revolvers of $278.6 million for the nine months ended September 30, 2025 compared to net payments of $325.6 million in the comparable 2024 period, net proceeds on product and other financing arrangements of $216.8 million for the nine months ended September 30, 2025 compared to net payments of $52.9 million in the comparable 2024 period and net proceeds of term debt of $692.9 million for the nine months ended September 30, 2025 compared to net proceeds on term debt of $520.6 million in the comparable 2024 period, primarily related to the issuance of the Delek Logistics 2033 Notes and the related repayment on the Delek Logistics Revolving Facility.

These increases in cash flows were partially offset by the receipt of net proceeds of $132.2 million from the Delek Logistics' public offerings of common units in the nine months ended September 30, 2024, an increase of $39.4 million in share buybacks and a $27.5 million increase in distributions to non-controlling interests.

Cash Position and Indebtedness

As of June 30, 2025, our total cash and cash equivalents were $615.5 million, and we had total long-term indebtedness of approximately $3,100.7 million.

As of September 30, 2025, our total cash and cash equivalents were $630.9 million, and we had total long-term indebtedness of approximately $3,177.3 million.

The total long-term indebtedness is net of deferred financing costs and debt discount of $53.5 million.

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Total unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,673.7 million.

The increase of $340.7 million in total long-term principal indebtedness as of June 30, 2025 compared to December 31, 2024 resulted primarily from the issuance of the Delek Logistics 2033 Notes and a decrease in net borrowings under the Delek Logistics Revolving Facility.

As of June 30, 2025, our total long-term indebtedness (as defined in Note 10 of the condensed consolidated financial statements in Item 1.

The increase of $414.4 million in total long-term principal indebtedness as of September 30, 2025 compared to December 31, 2024 resulted primarily from the issuance of the Delek Logistics 2033 Notes and a decrease in net borrowings under the Delek Logistics Revolving Facility.

As of September 30, 2025, our total long-term indebtedness (as defined in Note 10 of the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q) consisted of the following:

• the Delek Revolving Credit Facility with no outstanding borrowings (maturity of October 26, 2027);

• aggregate principal of $926.2 million under the Delek Term Loan Credit Facility (maturity of November 19, 2029 and effective interest of 8.43%);

Management's Discussion and Analysis

• aggregate principal of $923.9 million under the Delek Term Loan Credit Facility (maturity of November 19, 2029 and effective interest of 8.36%);

• aggregate principal of $156.9 million under the Delek Logistics Revolving Facility (maturity of October 13, 2027 and average borrowing rate of 7.39%);

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Such arrangements include our inventory intermediation arrangement, which finances a significant portion of our first-in, first-out inventory at the refineries and, from time to time, RINs or other non-inventory product financing liabilities and funded letters of credit.

Our inventory intermediation obligation with Citi was $388.4 million at June 30, 2025.

Our inventory intermediation obligation with Citi was $331.2 million at September 30, 2025.

See Note 9 of the accompanying condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for additional information about our inventory intermediation agreement.

Our product financing liabilities consisted primarily of RIN financings as of June 30, 2025, and totaled $335.0 million, all of which is due in the next 12 months.

Our product financing liabilities consisted primarily of RIN financings as of September 30, 2025, and totaled $398.8 million, all of which is due in the next 12 months.

See further description of these types of arrangements in the Environmental Credits and Related Regulatory Obligations accounting policy disclosed in Note 2 to our accompanying consolidated financial statements included in Item 8.

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A key component of our long-term strategy is our capital expenditure program.

The following table summarizes our actual capital expenditures for the six months ended June 30, 2025, by operating segment and major category (in millions):

2025 Forecast Six Months Ended June 30, 2025 Actual

The following table summarizes our actual capital expenditures for the nine months ended September 30, 2025, by operating segment and major category (in millions):

2025 Forecast Nine Months Ended September 30, 2025 Actual

Regulatory $ 28 $ 7.6

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Long-Term Cash Requirements Under Contractual Obligations

Information regarding our known cash requirements under contractual obligations of the types described below as of June 30, 2025, is set forth in the following table (in millions):

Information regarding our known cash requirements under contractual obligations of the types described below as of September 30, 2025, is set forth in the following table (in millions):

Payments Due by Period

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Total $ 3,922.9 $ 2,012.4 $ 2,435.2 $ 997.6 $ 9,368.1

(1) Expected interest payments on debt outstanding at June 30, 2025.

Floating interest rate debt is calculated using June 30, 2025 rates.

(1) Expected interest payments on debt outstanding at September 30, 2025.

Floating interest rate debt is calculated using September 30, 2025 rates.

For additional information, see Note 10 to the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q.

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of June 30, 2025.

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of September 30, 2025.

(3) We have purchase commitments to secure certain quantities of crude oil, finished product and other resources used in production at both fixed and market prices.

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Excludes purchase commitments in buy-sell transactions which have matching notional amounts with the same counterparty and are generally net settled in exchanges.

(4) Balances consist of obligations under RINs product financing arrangements, as described in Note 13 to the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q and further discussed in the ''Environmental Credits and Related Regulatory Obligations" accounting policy included in Note 2 to our consolidated financial statements in Item 8.

(4) Balances consist of obligations under RINs product financing arrangements, as described in the ''Environmental Credits and Related Regulatory Obligations" accounting policy included in Note 2 to our consolidated financial statements in Item 8.

Financial Statements and Supplementary Data, of our December 31, 2024 Annual Report on Form 10-K.

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In line with our long-term sustainable strategy, future cash requirements will include initiatives to build on our long-term sustainable business model, Environmental, Social and Governance initiatives and sum of the parts initiatives.

Refer to the cash flow section for our operating activities spend during the six months ended June 30, 2025.

Refer to the cash flow section for our operating activities spend during the nine months ended September 30, 2025.

While many of the expenses related to the operating activities are variable in nature, some of the expenditures can be somewhat fixed in the short-term due to forward planning on our level of activity.

Refer to the 'Capital Spending' section for our capital expenditures for the six months ended June 30, 2025 and our anticipated cash requirements for planned capital expenditures for the full year 2025.

Refer to the 'Capital Spending' section for our capital expenditures for the nine months ended September 30, 2025 and our anticipated cash requirements for planned capital expenditures for the full year 2025.

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 2. Management’s Discussion and Analysis