What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-26 · 59 added, 45 removed, 746 unchanged (12% of the section changed)

15 unchanged sentences

With respect to our business, we have experienced periodic declines in demand thought to be associated with slowing economic growth in certain markets coupled with new oil and gas supplies coming on line and other circumstances beyond our control that resulted in oil and gas supply exceeding global demand which, in turn, resulted in steep declines in prices of oil and natural gas.

At times, we have also experienced declines in the supply of inputs thought to be associated with supply chain issues and

disruptions in the labor market.

At times, we have also experienced declines in the supply of inputs thought to be associated with supply chain issues and disruptions in the labor market.

There can be no assurance as to how long such uncertainty will persist or that a recurrence of price weakness will not arise in the future.

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The extent of such impact will depend on future developments and factors outside of our control, including new information which may emerge concerning the severity or duration of such disease, the evolving governmental and private sector actions to contain the pandemic or treat its health, economic, and other impacts, and the timing and effectiveness of the ongoing rollout of currently available vaccines.

To the extent any regional or global disease outbreak impacts our business or the global markets for our products, it could have a material adverse affect on our business, financial condition, results of operation and liquidity.

To the extent any regional or global disease outbreak impacts our business or the global markets for our products, it could have a material adverse effect on our business, financial condition, results of operation and liquidity.

A substantial or extended decline in refining margins would reduce our operating results and cash flows and could materially and adversely impact our future rate of growth and the carrying value of our assets.

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The crude oil we purchase, and the refined products we sell, are commodities whose prices are mainly determined by market forces beyond our control.

While an increase or decrease in the price of crude oil will often result in a corresponding increase or decrease in the wholesale price of refined products, a change in the price of one commodity does not always result in a corresponding change in the other.

While an increase or decrease in the price of crude oil will often result in a corresponding increase or decrease in the wholesale price of

refined products, a change in the price of one commodity does not always result in a corresponding change in the other.

A substantial or prolonged increase in crude oil prices without a corresponding increase in refined product prices, or a substantial or prolonged decrease in refined product prices without a corresponding decrease in crude oil prices, could also have a significant negative effect on our results of operations and cash flows.

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Any increase in crude oil prices or unfavorable movements in crude oil differentials due to such actions or changing regulatory environment may negatively impact our ability to acquire crude oil at economical prices and could have a material adverse effect on our business, financial condition and results of operations.

We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future laws, regulations and other requirements could significantly increase our costs of doing business, thereby adversely affecting our profitability.

We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future laws, regulations, executive orders and other requirements could significantly increase our costs of doing business, thereby adversely affecting our profitability.

Our industry is subject to extensive laws, regulations, permits and other requirements including, but not limited to, those relating to the environment, fuel composition, safety, transportation, pipeline tariffs, employment, labor, immigration, minimum wages, overtime pay, health care benefits, working conditions, public accessibility, retail fuel pricing and other requirements.

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These amounts could materially change as a result of governmental and regulatory actions.

Various permits, licenses, registrations and other authorizations are required under these laws for the operation of our refineries, biodiesel facilities, terminals, pipelines and related operations, and these permits are subject to renewal and modification that may require operational changes involving significant costs.

Various permits, licenses, registrations and other authorizations are required under these laws for the operation of our refineries, terminals, pipelines and related operations, and these permits are subject to renewal and modification that may require operational changes involving significant costs.

If key permits cannot be renewed or are revoked, the ability to continue operation of the affected facilities could be threatened.

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Such future activity could also adversely affect our ability to expand production, result in damaging publicity about us, or reduce demand for our products.

Our need to incur costs associated with complying with any resulting new legal or regulatory requirements that are substantial and not adequately provided for, could have a material adverse effect on our business, financial condition and results of operations.

Our need to incur costs associated with

complying with any resulting new legal or regulatory requirements that are substantial and not adequately provided for, could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Regulation of Hazardous Waste

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Our refineries are large quantity generators of hazardous waste and require hazardous waste permits issued by the EPA or state agencies.

Additionally, certain of our other facilities, such as terminals and biodiesel plants, generate lesser quantities of hazardous wastes.

Additionally, certain of our other facilities, such as terminals, generate lesser quantities of hazardous wastes.

Under RCRA, CERCLA and other federal, state and local environmental laws, as the owner or operator of refineries, biodiesel plants, bulk terminals, pipelines, tank farms, rail cars and trucks, we may be liable for the costs of removal or remediation of contamination at our existing or former locations, whether we knew of, or were responsible for, the presence of such contamination.

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Such regulations could have a significant negative effect on our operations and profitability.

The availability and cost of RINs and other required credits could have an adverse effect on our financial condition and results of operations.

Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the RFS-2 regulations reflecting the increased volume of renewable fuels mandated to be blended into the nation's fuel supply.

The availability and cost of RINs and other required credits could have a material adverse effect on our financial condition and results of operations.

Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the RFS-2 (“RFS”) regulations reflecting the increased volume of renewable fuels mandated to be blended into the nation's fuel supply.

The regulations, in part, require refiners to add annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as RINs, in lieu of such blending.

While we are able to obtain many of the RINs required for compliance by blending renewable fuels manufactured by third parties or by our own biodiesel plants, we must also purchase RINs on the open market in order to comply with the quantity of renewable fuels we are required to blend under the RFS-2 regulations.

Since the EPA first began mandating biofuels in excess of the “blend wall” (the 10% ethanol limit prescribed by most automobile warranties), the price of RINs has been extremely volatile.

The RFS imposes a substantial financial obligation on each of our four small refineries.

The cost of complying with the RFS is one of our highest operational costs, including significant additional costs to finance our compliance.

These costs are highly volatile and unlike other refining companies Delek is not able to pass through its high compliance costs to its customers.

Delek is an obligated party under the RFS, which requires us to obtain RINs to satisfy our annual Renewable Volume Obligation (“RVO”).

While we are able to obtain a portion of the RINs required for compliance by blending renewable fuels manufactured by third parties, we must also purchase RINs on the open market in order to comply with the quantity of renewable fuels we are required to blend under the RFS.

The price and number of RINs an obligated party must acquire are impacted by government regulation requiring such credits, and also may be impacted by small refiner exemptions (“SREs”) granted by the EPA.

In past years, the price of RINs has been highly volatile and the EPA’s decisions on SRE hardship petitions have been unduly delayed.

Increasing RINs prices, inconsistent administration of the RFS by the EPA, and Delek’s market position has prevented us from passing through compliance costs of the program in the past and will likely continue in the future.

While we cannot predict the future prices of RINs, the costs to obtain the necessary number of RINs could be material.

If we are unable to pass the costs of compliance with the RFS-2 regulations on to our customers, if

sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs or if we are otherwise unable to meet the RFS-2 mandates, our financial condition and results of operations could be adversely affected.

In the past, we have received small refinery exemptions under the RFS-2 program for certain of our refineries.

However, there is no assurance that such an exemption will be obtained for any of our refineries in future years.

In June 2022, the EPA denied the petitions for small refinery exemptions for prior period compliance years.

Our future operating results are significantly dependent on the EPAs granting of SREs on a timely basis.

If we are unable to pass the costs of compliance with the RFS on

to our customers, if sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs or if we are otherwise unable to meet the RFS mandates, our refinery operations, financial condition and results of operations could be adversely affected.

In the past, we have received SREs under the RFS program for certain of our refineries.

In August 2025, the EPA granted full and partial exemptions for certain of our refineries related to obligations for the 2019-2024 calendar years.

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

However, because RINs are valid for a one-year period, a majority of the refunded RINs had expired and therefore cannot be used or sold for value to offset future compliance obligations.

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

In September and October 2025, certain of our subsidiaries filed lawsuits against the EPA in the United States Court of Appeals for the District of Columbia seeking to overturn the EPA’s August 2025 denial that the Krotz Springs Refinery was ineligible for an exemption for the 2024 compliance year, and seeking additional relief for the EPA’s decision to refund expired RINs.

These lawsuits remain pending, and we are unable to estimate the outcome or the costs we may incur at this time.

In August 2025, the EPA provided an updated framework for evaluation of future SRE petitions, which may ultimately include reallocating waived volumes to other obligated parties.

This updated framework may be subject to legal challenge, and we cannot predict the extent to which any such challenge may impact the EPA’s timeliness in responding to such petitions in the future.

Moreover, even if the new approach survives any future legal challenges, we cannot guarantee that such an exemption will be obtained for any of our refineries in future years, which could result in increased costs and adversely impact future results of operations and our business strategy.

In addition, the RFS regulations are highly complex and evolving, requiring us to periodically update our compliance systems.

4 unchanged sentences

While the EPA promulgated a rule in June 2019 aiming to improve transparency in the market for RINs, we cannot predict with certainty our exposure to increased RINs costs in the future, nor can we predict the extent by which costs associated with RFS-2 regulations will impact our future results of operations.

In addition to the risks associated with the EPA administrative decisions regarding SRE petitions, legislative or regulatory actions that modify or eliminate the small refinery exemption program could materially and adversely impact our business.

Future changes to the RFS, including amendments to small refinery exemption eligibility requirements or the elimination of the SRE program, could substantially increase our RFS compliance costs.

If we are unable to obtain SREs in future years due to such legislative or regulatory changes, or if additional eligibility requirements are imposed that our refineries cannot satisfy, our compliance costs would increase substantially and we would likely be unable to pass such costs through to our customers, which would materially adversely affect our financial condition, results of operations, and business strategy.

Increased supply of and demand for alternative transportation fuels, increased fuel economy standards and increased use of alternative means of transportation could lead to a decrease in transportation fuel prices and/or a reduction in demand for petroleum-based transportation fuels.

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To meet higher fuel efficiency and GHG emission standards for passenger vehicles, automobile manufacturers are increasingly using technologies, such as turbocharging, direct injection and higher compression ratios that require high octane gasoline.

Many auto manufacturers have expressed a desire that only a high-octane grade of gasoline be allowed in order to maximize fuel efficiency, rather than the three octane grades common now.

Many auto manufacturers have expressed a desire that only a high-octane grade of gasoline be allowed in order to maximize fuel efficiency, rather than the three octane

grades common now.

Regulatory changes allowing only one high-octane grade, or significant increases in market demand for high-octane fuel, could result in a shift to high-octane ethanol blends containing 25% - 30% ethanol, the need for capital expenditures at our refineries to increase octane or reduced demand for petroleum fuels, which could materially affect profitability of our refineries.

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More aggressive efforts by governments and non-governmental organizations to reduce GHG emissions appear likely and any such future laws and regulations could result in increased compliance costs or additional operating restrictions applicable to our customers and/or us, and any increase in the prices of refined products resulting from such increased costs, GHG cap-and-trade programs or taxes on GHGs, could result in reduced demand for our refined petroleum products.

For example, in August 2022, the U.S.

Senate passed the Inflation Reduction Act, which

imposes a charge on methane emissions from certain petroleum system facilities and could have an indirect impact on demand for the goods and services of our business.

Our business could also be impacted by governmental initiatives to incentivize the conservation of energy or the use of alternative energy sources.

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In addition, we evaluate other lower-carbon technologies that could complement our existing assets, strategy and competencies as part of its long-term capital allocation strategy.

There is also increased agency interest in polyfluoroalkyl substances or PFAS.

In September 2022, the EPA proposed to designate two PFAS compounds as hazardous substances.

If PFAS compounds are designated as hazardous substances, the EPA and states could have the ability to order remediation of those compounds and cost recovery at clean-up sites.

The EPA and states could also have the authority to reopen closed sites which are shown to be impacted by these PFAS compounds.

There is increased agency interest in polyfluoroalkyl substances, or PFAS.

The EPA has designated two PFAS compounds, perfluorooctanoic acid (PFOA) and perfluorooctane sulfonic acid (PFOS) as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA).

With this designation, the EPA and states could have the ability to order remediation of those compounds and cost recovery at clean-up sites.

The EPA and states could also have the authority to reopen closed sites which are shown to be impacted by those PFAS compounds.

This could lead to increased monitoring obligations and potential liability related thereto.

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More recently there has also been growing opposition to ESG matters from U.S.

federal, state and local governments, with the President having recently issued an executive order opposing DEI initiatives in the private sector.

federal, state and local governments, with the President issuing an executive order opposing DEI initiatives in the private sector.

Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, and scrutiny could result in additional compliance obligations, litigation risks, and governmental investigations or enforcement actions, which could impact how we conduct our operations or result in reputational harm.

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Our refineries consist of many processing units, a number of which have been in operation for many years.

These processing units undergo periodic shutdowns, known as turnarounds, during which maintenance is performed to restore the operation of the equipment to a higher level

of performance.

These processing units undergo periodic shutdowns, known as turnarounds, during which maintenance is performed to restore the operation of the equipment to a higher level of performance.

Depending on which units are affected, all or a portion of a refinery's production may be halted or disrupted during a maintenance turnaround.

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Disruption to the timely supply of raw materials, parts, other inputs and finished goods or increases in the cost of transportation services, including due to general inflationary pressures, cost of fuel and labor, labor disputes or shortages, governmental regulation or governmental restrictions limiting specific forms of transportation, could have an adverse effect on our ability to refine, manufacture, transport and sell our products, which would adversely affect our liquidity, business, financial condition and results of operations.

In February 2025, the U.S.

In 2025, the U.S.

announced the imposition of tariffs on imports from several U.S.

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The occurrence of any of these factors could materially and adversely affect our business, financial condition or results of operations.

We may not enter into a cost sharing agreement with the DOE’s Office of Clean Energy Demonstrations.

We may not enter into a cost sharing agreement with the DOE’s Office of Clean Energy Demonstrations in support of a carbon capture pilot project at the Big Spring refinery.

If we enter into such cost sharing agreement, we may fail or be unable to complete the project, capture the expected amount of carbon dioxide per year, reduce health-harming pollutants or realize any of the other expected benefits from such agreement or the project.

We may not be successful in our cost sharing agreement with the DOE’s Office of Clean Energy Demonstrations.

The Department of Energy's Office of Clean Energy Demonstrations may cancel the cost sharing agreement with the Delek.

Delek or its technology partners may fail or be unable to complete the project, capture the expected amount of carbon dioxide per year, reduce health-harming pollutants or realize any of the other expected benefits from such an agreement or the project.

Our future results will suffer if we do not effectively manage our expanded operations.

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Some of our competitors have significantly greater resources and name recognition than us.

The loss of major customers, or a reduction in amounts purchased by major customers, for any reason including, but not limited to, a desire to

purchase competing products with lower emissions, could have a material adverse effect on us to the extent that we are not able to correspondingly increase sales to other purchasers.

The loss of major customers, or a reduction in amounts purchased by major customers, for any reason including, but not limited to, a desire to purchase competing products with lower emissions, could have a material adverse effect on us to the extent that we are not able to correspondingly increase sales to other purchasers.

Compliance with and changes in tax laws could adversely affect our performance.

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A breach could also originate from, or compromise, our customers' and vendors' or other third-party networks outside of our control.

Any compromise or breach of our information and payment technology systems could cause interruptions in our operations, damage our reputation, reduce our customers' willingness to visit our sites and conduct business with them, or expose us to litigation from customers or sanctions for violations of the Payment Card Industry Data Security Standards ("PCI-DSS').

In addition, a compromise of our internal data network at any of our refining or terminal locations may have disruptive impacts.

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The increase in companies and individuals working remotely has increased the frequency and scope of cyber-attacks and the risk of potential cybersecurity incidents, both deliberate attacks and unintentional events.

Despite our security measures, we experience attempts by external parties to penetrate and attack our networks and systems.

Despite our security measures, we experience attempts by external

parties to penetrate and attack our networks and systems.

Although such attempts to date have not, to our knowledge, resulted in any material breaches, disruptions, or loss of business-critical information, our systems and procedures for protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation or regulatory actions.

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Any failure, whether real or perceived, by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments, and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business.

Our compliance with emerging privacy/security laws, as well as any associated inquiries or investigations or any other government actions related to these laws, may increase our operating costs.

Our compliance with emerging privacy/security

laws, as well as any associated inquiries or investigations or any other government actions related to these laws, may increase our operating costs.

In the second quarter of 2021, the U.S.

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As a result, stockholder campaigns could adversely affect our results of operations, financial condition and cash flows.

In February 2022, IEP Energy Holding LLC and certain of its affiliates (but not including CVR Energy) proposed three director candidates to be considered at our 2022 Annual Meeting.

All three of these proposed director candidates were rejected by our stockholders.

In March 2022, we entered into a stock purchase and cooperation agreement with IEP Energy Holding LLC and certain of its affiliates, pursuant to which we agreed to purchase an aggregate of 3,497,268 shares of our common stock, at a price per share of $18.30, which equals an aggregate purchase price of $64.0 million.

Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our board of directors or senior management team arising from future proposals from stockholders could lead to the perception of a change in the direction of our business or instability which may be exploited by our competitors, result in the loss of potential business opportunities, and make it more difficult to pursue our strategic initiatives or attract and retain qualified personnel and business partners, any of which could have an adverse effect, which may be material, on our business and operating results.

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For example, under the terms of their credit facilities, Delek Logistics and its subsidiaries are subject to certain customary covenants that limit their ability to, subject to certain exceptions as defined in their respective credit agreements, remit cash to, distribute assets to, or make investments in us as the parent company.

Specifically, these covenants limit the payment, in the form of cash or other assets, of dividends or other cash payments to

Specifically, these covenants limit the payment, in the form of cash or other assets, of dividends or other cash payments to us.

We are not obligated to declare or pay any dividend.

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• certain provisions of our certificate of incorporation, as may be in effect from time to time, can be amended only by a supermajority vote of stockholders.

In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue up to 10,000,000 shares of preferred stock in one or more different series, with terms to be fixed by our Board of Directors.

In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue up to 10.0 million shares of preferred stock in one or more different series, with terms to be fixed by our Board of Directors.

Stockholder approval is not necessary to issue preferred stock in this manner.

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Further, depending on the volume of commodity derivative activity as compared to our actual use of crude oil, production of refined products or total RINs exposure, our risk management activity may only partially limit our exposure to market volatility.

Also, in connection with such derivative transactions, we may be required to make cash payments or provide letters of credit to maintain margin accounts and to settle the contracts at their value upon

Finally, this activity exposes us to potential risk of counterparties to our derivative contracts failing to perform under the contracts.

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If a material counterparty (or counterparties) defaults on their obligations to us, this could materially adversely affect our financial condition, results of operations or cash flows.

For example, under the terms of the Inventory Intermediation Agreement with Citi, we grant Citi the exclusive right to store and withdraw crude and certain products in the tanks associated with the refineries.

For example, under the terms of the Inventory Intermediation Agreement with Citi, we grant Citi the exclusive right

to store and withdraw crude and certain products in the tanks associated with the refineries.

This agreement also provides that the ownership of substantially all crude oil and certain other refined products in the tanks associated with these refineries will be retained by Citi, and that Citi will purchase substantially all of the specified refined products processed at these refineries.

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Our financial condition and operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

We recorded a $212.2 million and a $14.8 million goodwill impairment during the years ended December 31, 2024 and 2023, respectively, and none during the year ended December 31, 2022.

We recorded no impairment for the year ended December 31, 2025 and recorded $212.2 million and $14.8 million of goodwill impairment during the years ended December 31, 2024 and 2023, respectively.

An impairment of our long-lived assets or goodwill could negatively impact our results of operations and financial condition.

8 unchanged sentences

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-K

Item 1A. Risk Factors