What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-26 · 297 added, 479 removed, 735 unchanged (51% of the section changed)

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These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects, and opportunities.

Forward-looking statements include, among other things, statements that refer to the Delaware Gathering Acquisition, the H2O Midstream Acquisition and the Gravity Acquisition, including any statements regarding the expected benefits, synergies, growth opportunities, impact on liquidity and prospects, and other financial and operating benefits thereof, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the outbreak of a pandemic and its impact on oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning possible future results of operations, business and growth strategies, including as the same may be impacted by the Russia-Ukraine War, financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, including the sale of our Retail Stores, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts.

Forward-looking statements include, among other things, statements that refer to the H2O Midstream Acquisition and the Gravity Acquisition, including any statements regarding the expected benefits, synergies, growth opportunities, impact on liquidity and prospects, and other financial and operating benefits thereof, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the outbreak of a pandemic and its impact on oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning possible future results of operations, business and growth strategies, including as the same may be impacted by any ongoing military conflict, such as the Russia-Ukraine War and the Israel-Hamas War, financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, including the sale of our Retail Stores, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts.

Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, as well as statements in future tense, identify forward-looking statements.

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• changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments, including current and future restrictions on commercial and economic activities in response to future public health crises;

• our ability to execute our long-term sustainability strategy and growth through acquisitions and dispositions such as the sale of our Retail Stores, the Gravity Acquisition, the H20 Midstream Acquisition, the Delaware Gathering Acquisition and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies;

• our ability to execute our long-term sustainability strategy and growth through acquisitions and dispositions such as the sale of our Retail Stores, the Gravity Acquisition, the H2O Midstream Acquisition, and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies;

• diminishment in value of long-lived assets may result in an impairment in the carrying value of the assets on our balance sheet and a resultant loss recognized in the statement of operations;

• the impact on commercial activity and other economic effects of any widespread public health crisis, including uncertainty regarding the timing, pace and extent of economic recovery following any such crisis;

• general economic and business conditions affecting the southern, southwestern and western U.S., particularly levels of spending related to travel and tourism;

• general economic and business conditions affecting the southern, southwestern, and western United States, particularly levels of spending related to travel and tourism;

• volatility under our derivative instruments;

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• acts of terrorism (including cyber-terrorism) aimed at either our facilities or other facilities;

• impacts of global conflicts such as the war between Israel and Hamas and the Russia-Ukraine War;

• future decisions by OPEC regarding production and pricing and disputes between OPEC+ members regarding the same;

• impacts of global conflicts such as the Israel-Iran War, the Israel-Hamas War, and the Russia-Ukraine War;

• future decisions by OPEC and OPEC+ regarding production and pricing and disputes between OPEC+ members regarding the same;

• disruption, failure, or cybersecurity breaches affecting or targeting our IT systems and controls, our infrastructure, or the infrastructure of our cloud-based IT service providers;

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In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them.

In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our

Management's Discussion and Analysis

historical performance to anticipate future results or period trends.

addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate future results or period trends.

We can give no assurances that any of the events anticipated by any forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

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Management's View of Our Business

We are an integrated downstream energy business focused on petroleum refining and the transportation, storage and wholesale distribution of crude oil, intermediate and refined products as well as wastewater processing and disposal.

Business and Economic Environment Overview

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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 2024, we made steady progress on our "sum of the parts" efforts.

We completed the sale of our Retail Stores during the third quarter 2024 for proceeds of $390.2 million and also entered into a 10 year fuel supply agreement whereby Delek will sell to FEMSA certain motor fuel products for use at the Retail Stores.

The completion of the Retail Transaction was an important step in our value creation journey and strengthened our balance sheet.

Our logistics segment (or "Logistics") successfully closed the H2O Midstream Acquisition which expands our gathering footprint in the Midland sub-basin of the Permian, and extended our product offering of wastewater processing and disposal.

In addition, in January 2025, the Logistics segment 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.

These acquisitions represent 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.

We expect that these acquisitions will be immediately accretive, delivering incremental contribution margin and cash flows.

We also completed strategic transactions with Delek Logistics including the dropdown of W2W Holdings LLC ("HoldCo") which includes our 15.6% indirect interest in the Wink to Webster Pipeline LLC joint venture as well as amended and extended certain commercial agreements.

These transactions are expected to make both Delek and Delek Logistics stronger companies.

During 2024, the Refining segment navigated a complex landscape characterized by strong U.S.

utilization, volatile crude oil prices, resilient demand and fluctuating inventories.

We had a safe and reliable 2024 from an operational perspective;

however, the current refining margin environment is challenging as crack spreads narrowed in 2024.

The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential narrowed favorably during 2023.

Though refining margins softened, demand for refined products continues to be strong.

Logistics continued to contribute strong results driven by increased volumes from the Delaware Basin and rate increases.

Additionally, Logistics also continues to benefit from strong performance amongst our pipeline joint venture investments.

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 some uncertainty with geopolitical instability and commodity market volatility, and as a result we continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure.

During 2024, we implemented additional cost reduction measures across the organization, including reducing contract services and reducing or eliminating non-critical travel.

We completed our zero based budget action plans and announced a new enterprise optimization plan ("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 also includes stronger margins including accretive minimal capital projects in our Refining segment and commercial improvements including market optionality, improved product slate and optimization.

By executing on our initiatives to optimize our cost structure, we are positioning the Company in the event of lower crack spreads and volatility in the commodity markets.

Our focus on reduction of GHG is a key objective as we strive to be a leader in the transition to a carbon neutral future.

Gulf coast industries should be well positioned for growth, particularly if global trade becomes tied to environmental attributes.

Following the enactment of the Inflation Reduction Act ("IRA"), Delek is investing in carbon capture technology.

We were selected by the Department of Energy's ("DOE") Office of Clean Energy Demonstrations to negotiate a cost-sharing agreement in support of a carbon capture pilot project at the Big Spring, Texas refinery.

The DOE Carbon Capture Large-Scale Pilot Project program provides 70% cost-share for up to $95 million of federal funding to support project development.

The project will deploy carbon capture technology at the Big Spring refinery's Fluid Catalytic Cracking unit, while maintaining existing production capabilities and turnaround schedule.

Expectations for the project are to capture 145,000 metric tons of carbon dioxide per year, as well as reduce health-harming pollutants, such as sulfur oxide and particulate matter.

Carbon dioxide is expected to be transported by existing pipelines for permanent storage or utilization.

Delek prioritizes stewardship of the environment, and we focus on how to positively impact our shareholders, employees, customers, and the communities where we operate.

During the year 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 acquired in the third quarter of 2024, provide a strong opportunity for integrated crude and water services to Delek Logistics customers.

These acquisitions 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.

Also during 2025 and 2026, 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").

These transactions increased consolidated financial availability by approximately $250 million and continue to grow Delek Logistics third-party earnings while decreasing dependence on Delek.

During 2025, the Refining segment provided higher margins than 2024 due to increased crack spreads and the impact of small refinery exemptions.

Crack spreads were higher during 2025 than 2024 but still lower than historic highs in 2023.

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 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 narrowed favorably compared to 2024.

The increased refining margins compared to the 2024 continues to demonstrate that demand for refined products continues to be stable.

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

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 2025.

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

As a result, we continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure.

We continued to advance our strategic initiatives aimed at long-term value creation.

This includes the progress made on our EOP.

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

We want to reward our shareholders with a disciplined and balanced capital allocation framework.

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

In 2024, we returned $105.7 million of capital to shareholders through dividends and share buybacks.

As of December 31, 2025, we returned $141.4 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.

In 2024, we took steps to refinance the Delek Logistics long term debt, ending with a more attractive maturity profile.

Delek Logistics also completed two public equity offerings of its common units in March and October 2024.

These steps allowed

Management's Discussion and Analysis

us to further execute on our "sum of the parts" plan by facilitating Delek Logistics' acquisition of H2O Midstream and Gravity, dropdown of the Wink to Webster Pipeline joint venture and planned expansion of its natural gas processing plant.

These Delek Logistics transactions will enhance Delek Logistics position as a full service (crude, natural gas and water) provider in the most prolific areas of the Permian basin while increasing third party revenue.

In addition, the Retail Transaction will allow us to strengthen our balance sheet.

We believe each of these steps is consistent with our focus on strategic initiatives which includes unlocking the "sum of the parts".

(1) operational excellence, (2) financial strength and flexibility, (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, (4) continuing our EOP efforts to enhance margin and cash flow and (5) return to investors.

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

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Other 2025 Developments

Delek Logistics Equity Offerings

On March 12, 2024, Delek Logistics completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit.

The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (as defined in Note 11 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K).

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

The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $165.6 million and were used to redeem Delek Logistics’ preferred units outstanding and repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (as defined in Note 11 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K).

Delek Logistics Debt Agreements

On March 13, 2024, Delek Logistics sold $650.0 million in aggregate principal amount of 8.625% Senior Notes due 2029 (the “Delek Logistics 2029 Notes”), at par.

Net proceeds were used to redeem the Delek Logistics 2025 Notes including accrued interest, pay off the Delek Logistics Term Loan Facility (as defined in Note 11 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K) including accrued interest and to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

On March 29, 2024, Delek Logistics entered into a fourth amendment to the Delek Logistics Revolving Facility which among other things increased the U.S.

Revolving Credit Commitments (as defined in the Delek Logistics Credit Facility) by an amount equal to $100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $1,150.0 million.

On April 17, 2024, Delek Logistics sold $200 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 101.25% and on August 16, 2024, Delek Logistics sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 103.25% (collectively, the "Additional 2029 Notes").

The Additional 2029 Notes were issued under the same indenture as the Delek Logistics 2029 Notes and formed a part of the same series of notes as the Delek Logistics 2029 Notes.

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

These steps improved availability under the Delek Logistics Revolving Facility and helped create the foundation for a "sum of the parts" initiative.

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

Those alternatives could include restarting if market conditions improve, marketing for sale or permanently closing any of the facilities.

Our decision to idle these facilities was driven by the decline in the overall biodiesel market and aligns with our continued operational and cost optimization efforts.

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

In addition, $0.4 million of severance and benefit expenses were recognized in the year ended December 31, 2024.

Property Settlement

On June 27, 2024, we settled a dispute that was in litigation related to a property that we historically operated as an asphalt and marine fuel terminal both as an owner and, subsequently, as a lessee under an in-substance lease agreement (the “License Agreement”).

The settlement included the purchase of the property for $10.0 million and $42.0 million for settlement of the litigation for a total of $52.0 million.

The total settlement was comprised of $24.0 million of cash paid at closing and a promissory note for $28.0 million to be paid in three equal installments of $9.3 million on each of April 1, 2025, April 1, 2026 and April 1, 2027, plus accrued interest.

As a result of the termination of the License Agreement, we are no longer obligated to remove equipment from the property for certain development activities and as a result we reversed the $17.9 million asset retirement obligation since we intend to operate the property as an asphalt and marine fuel terminal.

Additionally, as a result of the settlement, we reduced the non-contingent guarantee and environmental liability

Management's Discussion and Analysis

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

Total net gain from the property settlement was $53.4 million and is recorded in other operating income, net in the consolidated statements of income.

Refer to Note 14 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

Delek Logistics Gas Plant Expansion

In the second quarter of 2024, Delek Logistics made the final investment decision to build a new natural gas processing plant adjacent to its plant in the Permian Basin.

The plant is expected to have a capacity of approximately 110 MMcf/d and aims to meet the rising demand for natural gas in the region.

Total estimated cost is between $160.0 and $165.0 million with an anticipated start-up in the first half 2025.

This expansion project will also increase Delek Logistics' third party revenue.

Expected annual earnings before interest, taxes, depreciation and amortization ("EBITDA") is estimated to be approximately $40.0 million attributable to Delek Logistics.

Additionally, in December 2024, Delek Logistics announced the development of permitted acid gas injection ("AGI") capabilities at the new plant with an anticipated start-up in the first half 2025.

The sour natural gas treating and acid gas injection capability is enabled by Delek Logistics' two existing AGI well permits and amine unit currently under construction.

Retail Divestiture

On September 30, 2024, Delek US sold 100% of the equity interests in four of Delek US' wholly-owned subsidiaries that owned and operated 249 retail fuel and convenience stores under the Delek US Retail brand to a subsidiary of FEMSA.

Net cash proceeds before taxes related to this transaction were approximately $390.2 million.

As a result, we met the requirements of ASC 205-20 and 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.

The operating results for the Retail Stores, in all periods presented, have been reclassified to discontinued operations.

Refer to Note 5 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

Acquisition of H2O Midstream

On September 11, 2024, Delek Logistics acquired 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC from H2O Midstream Holdings, LLC (the “Seller”) related to the Seller’s water disposal and recycling operations in the Midland Basin in Texas for total consideration of $229.7 million (the "H2O Transaction").

The purchase price is comprised of approximately $159.7 million in cash and $70.0 million of preferred equity.

Refer to Note 3 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

Wink to Webster Pipeline

On August 1, 2024, we purchased an additional 0.6% indirect investment in Wink to Webster Pipeline LLC for $18.6 million, bringing our total indirect ownership in the pipeline joint venture to 15.6%.

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

Total consideration was comprised of $83.9 million in cash, forgiveness of a $60.0 million payable to Delek Logistics and 2,300,000 of Delek Logistics common units.

Delek Logistics Commercial Agreements

On August 5, 2024, we amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Logistics under which the Delek Logistics subsidiaries provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to us.

These agreements have an initial term of five to seven years, with the ability to extend for an additional five years at our option.

In addition, we also entered into an assignment agreement with a subsidiary of Delek Logistics to assign the Big Spring Refinery Marketing Agreement to Delek Holdings.

As a result of these agreements, we transferred 2,500,000 of our Delek Logistics common units to Delek Logistics to be retired.

We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides us an option to purchase certain critical assets from Delek Logistics at market value during the period beginning upon any change in control, sale of substantially all assets, or other deconsolidation transaction involving Delek Logistics and extending (i) in the case of a deconsolidation involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.

Management's Discussion and Analysis

Other 2025 Developments

Acquisition of Gravity

On December 11, 2024, Delek Logistics entered into an agreement to acquire 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC ("Gravity") from Gravity Water Holdings LLC (the "Gravity Purchase Agreement") related to water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for total consideration of $301.2 million, subject to customary adjustments for net working capital.

On January 2, 2025, Delek Logistics acquired 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Gravity Purchase Agreement") related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million, subject to customary adjustments for net working capital.

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

Upon execution of the Gravity Purchase Agreement, we made a cash deposit of $22.8 million, recorded in other current assets on the consolidated balance sheets, which was credited to the sale upon closing.

The Gravity Acquisition closed on January 2, 2025.

Management's Discussion and Analysis

Inventory Intermediation Agreement Amendment

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

On February 21, 2025, DK Trading & Supply, LLC ("DKTS") amended the inventory intermediation agreement ("Inventory Intermediation Agreement") with Citigroup Energy Inc.

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

On December 18, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2027 to January 31, 2028, (ii) reduce certain commitment fees, and (iii) include a mechanism for DKTS to nominate each month whether to include volumes related to the El Dorado and Big Spring refineries for funding under the Inventory Intermediation Agreement.

This amendment further reduces interest expense and other associated fees while increasing our flexibility on liquidity and inventory financing options for all refineries associated with the Inventory Intermediation Agreement.

Delek Logistics

On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending activities to Delek Logistics (the "DPG Dropdown”).

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

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

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

On May 1, 2025, in connection with the DPG Dropdown, we amended and restated a throughput agreement with Delek Logistics for the El Dorado rail facility (the “Throughput Agreement”), which includes a minimum volume commitment for refined products until the termination of the Throughput Agreement, which will occur at the closing of the El Dorado Purchase (as defined below).

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

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

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

On January 30, 2026, we entered into asset purchase agreements with Delek Logistics, (collectively referred to as “the Intercompany Agreements”), pursuant to which we agreed to acquire a Tyler refinery tank for total consideration of $19.0 million (the “Tyler Tank Purchase”) and El Dorado tank and terminal assets for total consideration of $66.0 million (the “El Dorado Terminal Purchase”).

The Tyler Tank Purchase and the El Dorado Terminal Purchase are expected to close on April 1, 2026 and October 1, 2027, respectively, in each case subject to the satisfaction of customary closing conditions.

Under the Intercompany Agreements, the consideration may be paid in a combination of cash and equity, with up to $20.0 million of the aggregate consideration payable through the return of Delek Logistics common units.

In addition, pursuant to the Intercompany Agreements, Delek will waive Omnibus fees for an aggregate of $4.0 million during the first two quarters of 2026.

These transactions with Delek Logistics will be eliminated in consolidation.

Delek Logistics Debt Agreement

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 (as defined in Note 11 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K).

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 $356.1 million in 2025.

Information About Our Segments

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refining, logistics, and retail.

However, in July 2024, we entered into the Retail Purchase Agreement with FEMSA.

However, in July 2024,

Management's Discussion and Analysis

we entered into a definitive equity purchase agreement (the "Retail Purchase Agreement") with FEMSA.

Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA has agreed to purchase, 100% of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 retail fuel and convenience stores;

the Retail Stores (the "Retail Transaction").

On September 30, 2024, the Retail Transaction closed.

As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and 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 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.

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.

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.

Refining Overview

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

Tyler, Texas refinery El Dorado, Arkansas refinery Big Spring, Texas refinery Krotz Springs, Louisiana refinery

Tyler, Texas refinery

(the "Tyler refinery") El Dorado, Arkansas refinery

(the "El Dorado refinery") Big Spring, Texas refinery (the "Big Spring refinery") Krotz Springs, Louisiana refinery

(the "Krotz Springs refinery")

Total Nameplate Capacity (bpd) 75,000 80,000 73,000 74,000

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Gulf Coast ("Gulf Coast") 5-3-2 crack spread because we believe it to be the most closely aligned benchmark.

(2) Our Big Spring refinery is capable of processing substantial volumes of sour crude oil, which has historically cost less than intermediate, and/or substantial volumes of sweet crude oil, and therefore the WTI Cushing/ WTS price differential, taking into account differences in production yield, is an important measure for helping us make strategic, market-respondent production decisions.

(2) Our Big Spring refinery is capable of processing substantial volumes of sour crude oil, which has historically cost less than intermediate, and/or substantial volumes of sweet crude oil, and therefore the WTI Cushing/ West Texas Sour ("WTS") price differential, taking into account differences in production yield, is an important measure for helping us make strategic, market-respondent production decisions.

(3) The Krotz Springs refinery has the capability to process substantial volumes of light sweet crude oil to produce a high percentage of refined light products.

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During the second quarter of 2024, we made the decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives.

See Note 20 of the consolidated financial statements included in Item 8.

Management's Discussion and Analysis

Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

In the fourth quarter of 2025 we entered into an agreement to sell the Cleburne, Texas facility.

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

Management's Discussion and Analysis

Logistics Overview

Our logistics segment gathers, transports and stores crude oil and natural gas;

Our logistics segment contains a full suite of gas, crude and water systems that gathers, transports and stores crude oil and natural gas;

markets, distributes, transports and stores refined products;

and disposes and recycles water in select regions of the southeastern United States, West Texas and New Mexico 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:

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

Majority of Delek Logistics' assets are currently integral to our refining and marketing operations.

The logistics segment's gathering and processing business owns or leases capacity on approximately 398 miles of crude oil transportation pipelines, approximately 406 miles of refined product pipelines, and an approximately 1,400-mile crude oil gathering system of which 489 miles is decommissioned.

In addition, this segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico and the Midland Basin of Texas.

A portion of Delek Logistics' assets are currently integral to our refining and marketing operations.

The logistics segment's gathering and processing business owns or leases capacity on approximately 390 miles of crude oil transportation pipelines, approximately 169 miles of refined product pipelines, and approximately 767-mile crude oil gathering system.

Additionally, in the Delaware Basin, we have been expanding our natural gas processing capabilities by constructing a new natural gas processing plant and adding AGI and sour gas processing capabilities.

This segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico, the Midland Basin of Texas, and the Bakken Basin of North Dakota.

The storage and transportation business owns or leases associated crude oil storage tanks.

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The logistics segment owns or leases approximately 161 tractors and 306 trailers used to haul primarily crude oil and other products for related and third parties.

Corporate and Other Overview

Our corporate activities, results of certain immaterial operating segments, and intercompany eliminations are reported in 'corporate, other and eliminations' in our segment disclosures.

Additionally, our corporate activities include certain of our commodity and other hedging activities.

Management's Discussion and Analysis

Strategic Objectives

It is vitally important that our strategic objectives, especially in view of the evolutionary direction of our macroeconomic and geopolitical environment, involves a process of continuous evaluation of our business model in terms of cost structure, as well as long-term economic and operational sustainability.

It is vitally important that our strategic objectives, especially in view of the evolutionary direction of our macroeconomic and geopolitical environment, involve a process of continuous evaluation of our business model in terms of cost structure, as well as long-term economic and operational sustainability.

More consolidation in our industry is expected from increased cost pressures due in part to the regulatory environment continuing to move towards reducing carbon emissions and transitioning to renewable energy in the long-term.

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Operational Excellence

Financial Strength and Flexibility

Strategic Initiatives

Financial Strength and Flexibility - EOP

Strategic Initiatives - "sum of the parts"

Operational Excellence

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• Execute on our strategic initiatives, which may include opportunities to monetize our investment in Delek Logistics.

The goal being, to help unlock value embedded in the Delek valuation, along with deconsolidating Delek Logistics by bringing DK's ownership below 50%.

The goal being to help unlock value embedded in the Delek valuation, along with deconsolidating Delek Logistics by reducing Delek's ownership in Delek Logistics.

• Identify and evaluate investment opportunities that fit our sustainability view and integrate into our current asset footprint, including strategic investments or joint ventures in renewables or carbon capture and incubator investments in new technologies.

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Operational Excellence Financial Strength & Flexibility Strategic Initiatives

Investing in Energy Transition:

We were selected by the DOE Office of Clean Energy Demonstrations to negotiate a cost-sharing agreement in support of a carbon capture pilot project at the Big Spring refinery.

The DOE Carbon Capture Large-Scale Pilot Project program provides 70% cost-share for up to $95 million of federal funding to support project development.

Extending Long Term Debt Maturities:

On March 13, 2024, Delek Logistics sold $650.0 million in aggregate principal amount of 8.625% Senior Notes due 2029, at par.

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

On April 17, 2024, Delek Logistics sold $200 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 101.25% and on August 16, 2024 sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 103.25%.

The Additional 2029 Notes were issued under the same indenture as the Delek Logistics 2029 Notes and formed a part of the same series of notes as the Delek Logistics 2029 Notes.

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

Strengthening the Balance Sheet:

The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of outstanding borrowings under the Delek Logistics Revolving Facility.

Executing Safe and Reliable Operations:

Our focus on safe and reliable operations allowed us to achieve record throughput for the second quarter of 2024 as reliability continues to increase.

Enhancing Environmental Standards with Capital Expenditures:

We successfully completed a benzene stripper project at the Big Spring Refinery, which supports achievement of our Clean Air Act Consent Decree requirements related to benzene in wastewater.

Expanding Delek Logistics' Natural Gas Processing:

In the second quarter of 2024, Delek Logistics made the final investment decision to build a new natural gas processing plant adjacent to its plant in the Permian Basin.

The plant is expected to have a capacity of approximately 110 MMcf/d and aims to meet the rising demand for natural gas in the region.

Total estimated cost is between $160.0 and $165.0 million with an anticipated start-up of early 2025.

This expansion project will also increase Delek Logistics' third party revenue.

Additionally, in December 2024, Delek Logistics announced the development of permitted AGI capabilities at the new plant with an anticipated start-up in the first half 2025.

Monetizing Our Retail Operations:

Net cash proceeds before taxes related to this transaction were approximately $390.2 million.

Executing Strategic Midstream Acquisition:

On September 11, 2024, Delek Logistics acquired H2O Midstream related to water disposal and recycling operations, in the Midland Basin in Texas for total consideration of $229.7 million.

The purchase price was comprised of approximately $159.7 million in cash and $70.0 million of preferred equity.

This transaction will enhance Delek Logistics' position as a full service (crude, natural gas and water) provider in the most prolific areas of the Permian basin.

Maximizing Shareholder Value:

On August 1, 2024, we purchased an additional 0.6% indirect investment in Wink to Webster Pipeline LLC for $18.6 million, bringing our total indirect ownership in the pipeline joint venture to 15.6%.

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

Total consideration was comprised of $83.9 million in cash, forgiveness of a $60.0 million payable to Delek Logistics and 2,300,000 of Delek Logistics common units.

On January 2, 2025, Delek Logistics acquired 100% of Gravity from Gravity Water Holdings LLC related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million, subject to customary adjustments for net working capital.

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

This transaction further enhances Delek Logistics' position as full service (crude, natural gas and water) provider in the Permian basin.

The acquisition is synergistic to Delek Logistics' recent acquisition of H2O Midstream and supplements Delek Logistics' integrated crude and produced water gathering and disposal offering in the Midland Basin.

Adding Flexibility to the Inventory Intermediation Agreement:

On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement.

This amendment reduces interest expense and other associated fees while increasing our flexibility on liquidity and inventory financing options.

On December 18, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2027 to January 31, 2028, (ii) reduce certain commitment fees, and (iii) include a mechanism for DKTS to nominate each month whether to include volumes related to the El Dorado and Big Spring refinery for funding under the Inventory Intermediation Agreement.

Enterprise Optimization Plan

In 2024, we implemented additional cost reduction measures across the organization and announced an enterprise optimization plan ("EOP") which included initiatives focused on improving our financial health and ability to generate cash flows.

In 2025, we continued to execute on the EOP, which included leaner costs including lower general and administrative expenses, lower operating expenses and lower interest expense.

Increasing Shareholder Value by Executing Buybacks:

During the year ended December 31, 2025, 3,839,968 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $79.4 million.

As of December 31, 2025, there was $464.2 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 year ended December 31, 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 December 31, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Expanding Delek Logistics' Natural Gas Processing Capability:

In April 2025, Delek Logistics began commissioning its new natural gas processing plant adjacent to its plant in the Permian Basin.

The new plant has a capacity of approximately 110 MMcf/d and aims to meet the rising demand for natural gas in the region.

This expansion project will also increase Delek Logistics' third party revenue.

Expected annual EBITDA is estimated to be approximately $40.0 million attributable to Delek Logistics.

Executing Strategic Transactions with Delek Logistics:

On May 1, 2025, we entered into agreements with Delek Logistics, which among other things, transfers the Delek Permian Gathering purchasing and blending activities to Delek Logistics including all of our rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System and brings back the El Dorado rail facility assets to the Refining Segment on January 1, 2026.

On January 30, 2026, we entered into additional asset purchase agreements with Delek Logistics, pursuant to which we agreed to reacquire a Tyler refinery tank and El Dorado tank and terminal assets.

These transactions put additional midstream commercial activities in Delek Logistics and bring refining related activities and assets back to the Refining Segment.

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

Extending Long Term Debt Maturities:

On June 30, 2025, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp.

(“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $700.0 million in aggregate principal amount of the Co-issuers 7.325% Senior Notes due 2033, at par.

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 as of June 30, 2025.

Management's Discussion and Analysis

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Regulatory Volatility

In June 2022, the EPA finalized volumes for compliance years 2020, 2021 and 2022 under the RFS program (as defined in our accounting policies in Note 2 to consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K), announced supplemental volume obligations for compliance years 2022 and 2023 and established new provisions of the RFS which addressed bio-intermediates.

Additionally, the EPA denied the petitions for small refinery exemptions for prior period compliance years.

In June 2023, the EPA released final volumes for compliance years 2023, 2024 and 2025.

The cost of RINs continues to negatively impact our results of operations.

Also of note, movements in crack spreads behave independently from movements in RFS regulatory requirements and RINs prices and thus can disproportionately impact small refiners.

For example, in periods of low crack spreads and high RIN costs (which are a function of both regulatory volumetric requirements and market RINs prices), small refineries may experience negative operating results where other, larger refineries with better economies of scale and other competitive advantages may fare better.

Even when increases in crack spreads coincide with the independent increases in RIN prices, small refiners may continue to see a larger burden of such costs on crack spread capture in earnings than many larger refineries experience.

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.

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.

Uncertainty remains regarding the impact that proposed EPA rules, or future revisions to proposed rules, may have on RINs prices, which impact the determination of the fair value of our Net RINs Obligation, as well as the fair value of forward RIN commitment contracts.

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See additional discussion of the effect of RINs prices and volatility on our refining margins in the "Market Trends" section below.

Climate Change

Increasingly unstable environmental conditions and spontaneous extreme weather events are making it costlier and more difficult for oil and gas companies to operate in certain environments.

Consequently, climate-change, and related current and proposed regulations, are directly and indirectly impacting industry bottom lines globally and in specific geographic areas where we operate.

Current and proposed climate-change and environmental regulations, laws and government policies affect where and how companies invest, conduct their operations and formulate their products and, in some cases, limit their profits directly.

There continues to be significant uncertainty around coming regulatory requirements, not just from an operational perspective, but also around what reporting requirements may be, as well as the associated cost.

Management's Discussion and Analysis

Delek's Response to Significant Uncertainties Associated with Climate Change

We remain committed to complying with all regulations, laws and government policies designed to curb the growing climate-change crisis.

In 2024, Delek updated its GHG reduction target to include application of a 2022 “baseline” year that is more reflective of the current operational boundaries and application of a 25% Scope 1 and 2 emission reduction target, measured on an intensity basis, by 2030.

We plan to pursue the reductions via a combination of steps including, but not limited to:

innovative technology investment, carbon capture, operational energy efficiencies, increased application of renewable power and refinery fuel gas optimization.

We were selected by the DOE Office of Clean Energy Demonstrations to negotiate a cost-sharing agreement in support of a carbon capture pilot project at the Big Spring refinery.

The DOE Carbon Capture Large-Scale Pilot Project program provides 70% cost-share for up to $95 million of federal funding to support project development.

Market Trends

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Additionally, our refining margin profitability is impacted by regulatory factors, including the cost of RINs.

We have positioned the Company to continue to run safely, reliably and environmentally responsibly while leveraging our Delek Logistics business with an eye towards the One Delek vision.

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

Crack spreads were higher in 2025 than 2024, but below historically high crack spreads in 2023.

Many uncertainties remain in 2026 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.

We expect refining capacity to shut down, lower refined products inventory and crude oil demand to continue to rise.

We expect refining capacity rationalization to lower refined products inventory and crude oil demand to continue to rise.

These factors will help absorb the recent additions in global supply and balance the market over the next 6 to 12 months.

We expect crack spreads to be relatively consistent with 2024.

However, U.S.

policy changes and escalating conflicts in the Middle East could potentially result in supply disruptions or further volatility in crude oil prices.

policy changes and escalating conflicts in the Middle East, Europe, and South America could potentially result in supply disruptions or further volatility in crude oil and refined products prices.

See below for further discussion on how certain key market trends impact our operating results.

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Crude Pricing Differentials

Management's Discussion and Analysis

Historically, domestic refiners have benefited from the discount for WTI Cushing compared to Brent, a global benchmark crude.

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The chart below illustrates the key differentials impacting our refining operations, including WTI Cushing to Brent, WTI Midland to WTI Cushing, and LLS to WTI Cushing over the past three years.

Management's Discussion and Analysis

Refined Product Prices

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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 our RINs Obligations.

We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs of our 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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The chart below illustrates the volatility in RINs over the past three years.

Energy costs are a significant element of our Refining EBITDA and can significantly impact our ability to capture crack spreads, with natural gas representing the largest component.

Natural gas prices are driven by supply-side factors such as amount of natural gas production, level of natural gas in storage and import and export activity, while demand-side factors include variability of weather, economic growth and the availability and price of other fuels.

Management's Discussion and Analysis

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.

Natural gas prices are driven by supply-side factors such as the amount of natural gas production, level of natural gas in storage and import and export activity, while demand-side factors include variability of weather, economic growth and the availability and price of other fuels.

Refiners and other large-volume fuel consumers may be more or less susceptible to volatility in natural gas prices depending on their consumption levels as well as their capabilities to switch to more economical sources of fuel/energy.

Additionally, geographic location of facilities make consumers vulnerable to price differentials of natural gas available at different supply hubs.

Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian, coinciding with the physical locations of our refineries.

Additionally, geographic location of facilities makes consumers vulnerable to price differentials of natural gas available at different supply hubs.

Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian Basin, coinciding with the physical locations of our refineries.

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 charts below illustrate the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) over the past three years.

Management's Discussion and Analysis

Non-GAAP Measures

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These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include:

• EBITDA - calculated as net income (loss) attributable to Delek adjusted to add back interest expense, income tax expense, depreciation and amortization;

• EBITDA - calculated as net income (loss) attributable to Delek adjusted to add back interest expense, income tax expense, depreciation, amortization and proportional interest, taxes, depreciation and amortization of equity method investments;

• Refining margin - calculated as gross margin (which we define as sales minus cost of sales) adjusted for operating expenses and depreciation and amortization included in cost of sales.

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Non-GAAP Reconciliations

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

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

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

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

Year Ended December 31,

2025 2024 2023

Refining segment EBITDA $ (158.0) $ 560.7 $ 736.6

Logistics segment EBITDA 342.7 363.0 304.8

Corporate, Other and Eliminations EBITDA (242.7) (276.5) (282.2)

EBITDA attributable to Delek $ (58.0) $ 647.2 $ 759.2

Reported net (loss) income attributable to Delek US $ (22.8) $ (560.4) $ 19.8

Proportional interest, taxes, depreciation and amortization of equity-method investments 29.0 28.1 26.7

Interest expense, net 345.3 313.1 318.2

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Depreciation and amortization 397.8 383.5 351.6

Income from discontinued operations, net of tax (77.2) (27.1) (25.1)

Net (loss) income attributable to Delek $ (560.4) $ 19.8 $ 257.1

EBITDA attributable to Delek $ 741.9 $ 85.1 $ 721.4

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

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Total operating costs and expenses 10,421.9 12,343.7 16,222.5

Operating (loss) income (491.5) 244.7 457.5

Operating income (loss) 301.0 (491.5) 244.7

Interest expense, net 345.3 313.0 318.0

Income from equity method investments (89.5) (92.2) (86.2)

Other income, net (6.3) (3.7) (2.4)

Other expense (income), net 6.3 (6.3) (3.7)

Total non-operating expenses, net 262.1 214.5 228.1

(Loss) income from continuing operations before income tax (benefit) expense (706.0) 16.6 321.8

Income tax (benefit) expense (107.9) (3.0) 56.4

(Loss) income from continuing operations, net of tax (598.1) 19.6 265.4

Income (loss) from continuing operations before income tax expense (benefit) 38.9 (706.0) 16.6

Income tax benefit (6.8) (107.9) (3.0)

Income (loss) from continuing operations, net of tax 45.7 (598.1) 19.6

Discontinued operations:

Income from discontinued operations, including gain on sale of discontinued operations 105.9 35.2 32.6

Income tax expense 28.7 8.1 7.5

Income from discontinued operations, net of tax 77.2 27.1 25.1

Net (loss) income (520.9) 46.7 290.5

Non-controlling interests 39.5 26.9 33.4

(Loss) income from discontinued operations, including gain on sale of discontinued operations (3.0) 105.9 35.2

Income tax (benefit) expense (0.6) 28.7 8.1

(Loss) income from discontinued operations, net of tax (2.4) 77.2 27.1

Net income (loss) 43.3 (520.9) 46.7

Net income attributed to non-controlling interests 66.1 39.5 26.9

Net (loss) income attributable to Delek $ (22.8) $ (560.4) $ 19.8

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Results of Operations

Consolidated Results of Operations — Comparison of the Year Ended December 31, 2024 versus the Year Ended December 31, 2023 and the Year Ended December 31, 2023 versus the Year Ended December 31, 2022

Net (Loss) Income

Consolidated net loss for the year ended December 31, 2024 was $520.9 million compared to a net income of $46.7 million for the year ended December 31, 2023.

Consolidated net loss attributable to Delek for the year ended December 31, 2024 was $560.4 million, or $(8.77) per basic share, compared to income of $19.8 million, or $0.30 per basic share, for the year ended December 31, 2023.

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

Consolidated net income for the year ended December 31, 2023 was $46.7 million compared to $290.5 million for the year ended December 31, 2022.

Consolidated net income attributable to Delek for the year ended December 31, 2023 was $19.8 million, or $0.30 per basic share, compared to $257.1 million, or $3.63 per basic share, for the year ended December 31, 2022.

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

Consolidated Results of Operations — Comparison of the Year Ended December 31, 2025 versus the Year Ended December 31, 2024

Net Income (Loss)

Consolidated net income for the year ended December 31, 2025 was $43.3 million compared to a net loss of $520.9 million for the year ended December 31, 2024.

Consolidated net loss attributable to Delek for the year ended December 31, 2025 was $22.8 million, or $(0.38) per basic share, compared to a loss of $560.4 million, or $(8.77) per basic share, for the year ended December 31, 2024.

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

We generated net revenues of $10,722.9 million and $11,852.2 million during the years ended December 31, 2025 and 2024, respectively, a decrease of $1,129.3 million, or 9.5%.

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

Gulf Coast gasoline of 9.0% and ULSD of 13.2%, decreases in wholesale activity and decreased sales volumes (including purchased products), partially offset by an increase in the average price of U.S.

Gulf Coast gasoline of 10.3% and ULSD of 6.4%;

• in our logistics segment, decreased revenue of $5.6 million in our West Texas marketing operations.

These decreases were partially offset by the following:

• increased sales volumes (including purchased products) in our refining segment;

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

Gulf Coast HSD of 1.0%;

• in our logistics segment, decreases in the average sales price per gallon of diesel and gasoline sold in our West Texas marketing operations, partially offset by an increase in revenue associated with the H20 Midstream operations which was acquired in September 2024.

We generated net revenues of $16,467.2 million and $19,801.0 million during the years ended December 31, 2023 and 2022, respectively, a decrease of $3,333.8 million, or 16.8%.

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 15.5%, ULSD of 21.4%, and HSD of 36.2% and decreases in wholesale activity, partially offset by an increase in sales volume (including purchased product);

• in our logistics segment, increased volumes from the Midland Gathering operations and incremental revenues from the Delaware Gathering Acquisition, partially offset by decreases in the average volumes of diesel sold and in the average sales price per gallon of diesel and gasoline sold in our West Texas marketing operations.

Management's Discussion and Analysis

• incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $41.0 million and $90.1 million, respectively.

Total Operating Costs and Expenses

Cost of Materials and Other

Cost of materials and other was $10,781.8 million for the year ended December 31, 2024, compared to $14,825.3 million for year ended December 31, 2023, a decrease of $4,043.5 million, or 27.3%.

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 2.3% decrease in the average cost of WTI Cushing crude oil and a 2.6% decrease in the average cost of WTI Midland crude oil, decreased wholesale activity and decreased sales volume (including purchased products);

• decrease in logistics costs due to decreased costs of materials and other in our West Texas marketing operations primarily driven by decreased costs per gallon, partially offset by increases in the average volumes of gasoline and diesel sold.

Cost of materials and other was $14,825.3 million for the year ended December 31, 2023, compared to $18,071.4 million for 2022, a decrease of $3,246.1 million, or 18.0%.

Cost of materials and other was $8,873.6 million for the year ended December 31, 2025, compared to $10,781.8 million for the year ended December 31, 2024, a decrease of $1,908.2 million, or 17.7%.

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 17.9% decrease in the average cost of WTI Cushing crude oil and a 17.8% decrease in the average cost of WTI Midland crude oil and decreased wholesale activity, and

• decreases in the average cost per gallon of gasoline and diesel sold, partially offset by incremental cost of materials and other from the Delaware Gathering Acquisition in our logistics segment.

• a decrease in the cost of crude oil feedstocks at the refineries, including a 14.5% decrease in the average cost of WTI Cushing crude oil and a 14.7% decrease in the average cost of WTI Midland crude oil;

• small refinery exemptions received in 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $356.1 million;

• in our logistics segment, decreased cost of materials and other of $7.2 million in our West Texas marketing operations.

These decreases were partially offset by the following:

• increased sales volume (including purchased products);

• incremental costs associated with the Gravity and H2O Midstream Acquisitions of $15.9 million and $3.0 million, respectively.

Insurance Proceeds

Insurance proceeds were $20.6 million for the year ended December 31, 2024 compared to $20.3 million in 2023, an increase of $0.3 million, or 1.5%.

The increase was primarily driven by the following:

• for the year ended December 31, 2024, we recognized a gain of $20.6 million for insurance proceeds related to property damage from the 2021 El Dorado refinery fire, the 2021 freeze events and the 2022 Big Spring refinery fire, compared to $10.3 million of property damage insurance proceeds in the 2023 period related to the 2022 Big Spring refinery fire and the 2021 freeze events;

• for the year ended December 31, 2023, we recognized $10.0 million of business interruption claims related to the 2021 El Dorado refinery fire and the 2021 freeze events with no comparable claims for the year ended December 31, 2024.

Refer to Note 14 of our consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

Insurance proceeds were $20.3 million for the year ended December 31, 2023 compared to $31.2 million in 2022, a decrease of $10.9 million, or 34.9%.

Insurance proceeds were $0.1 million for the year ended December 31, 2025 compared to $20.6 million for the year ended December 31, 2024, a decrease of $20.5 million, or (99.5)%.

The decrease was primarily driven by the following:

• for the year ended December 31, 2023, we recognized a gain of $10.3 million for insurance proceeds related to property damage from the 2022 Big Spring refinery fire and the 2021 freeze events, compared to $0.1 million of property damage insurance proceeds in the 2022 period related to the freeze events that occurred in 2021;

• for the year ended December 31, 2023, we recognized $10.0 million of business interruption claims related to the 2021 El Dorado refinery fire and the 2021 freeze events, compared to $31.1 million of business interruption claims in the 2022 period related to the 2021 El Dorado refinery fire and the 2021 freeze events.

• For the year ended December 31, 2025, we recognized $0.1 million of business interruption insurance recoveries compared to $20.6 million of insurance proceeds related to property damage from the 2021 El Dorado refinery fire, the 2021 freeze events and the 2022 Big Spring refinery fire for the year ended December 31, 2024.

Refer to Note 14 of our consolidated financial statements included in Item 8.

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Operating Expenses

Operating expenses (included in both cost of sales and other operating expenses) were $767.2 million for the year ended December 31, 2024 compared to $775.0 million in year ended December 31, 2023, a decrease of $7.8 million, or 1.0%.

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

• lower natural gas prices;

• lower outside services;

• a decrease in insurance costs.

These decreases were partially offset by the following:

• an increase in employee costs.

Operating expenses (included in both cost of sales and other operating expenses) were $775.0 million for the year ended December 31, 2023 compared to $726.7 million in 2022, an increase of $48.3 million, or 6.6%.

Operating expenses (included in both cost of sales and other operating expenses) were $871.9 million for the year ended December 31, 2025 compared to $767.2 million for the year ended December 31, 2024, an increase of $104.7 million, or 13.6%.

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

• an increase in maintenance costs including costs related to our Safety Action Plan;

• an additional $8.7 million expense for uncovered litigation, claims and assessments associated with the 2021 El Dorado refinery fire;

• an increase in employee costs.

These increases were partially offset by the following:

• lower natural gas prices.

• an increase in outside services $20.8 million, variable expenses including natural gas, chemical, and electric of $41.1 million, employee costs of $46.3 million and maintenance costs of $13.2 million.

These increases include costs associated with the H2O Midstream and Gravity Acquisitions of $10.6 million and $31.0 million, respectively.

• These increases were partially offset by a decrease in insurance costs of $6.6 million and lease and rental costs of $11.0 million.

General and Administrative Expenses

General and administrative expenses were $252.8 million for the year ended December 31, 2024 compared to $272.0 million in year ended December 31, 2023, a decrease of $19.2 million, or 7.1%.

The decrease was primarily driven by a decrease in employee costs including incentive compensation costs, partially offset by transaction costs associated with the H20 Midstream Acquisition and Gravity Acquisition, transaction costs associated with the amended and new agreements with Delek Logistics.

General and administrative expenses were $272.0 million for the year ended December 31, 2023 compared to $313.7 million in 2022, a decrease of $41.7 million, or 13.3%.

The decrease was primarily driven by a decrease in employee costs including incentive compensation costs and no transaction costs related to the Delaware Gathering Acquisition in the 2023 period.

General and administrative expenses were $269.5 million for the year ended December 31, 2025 compared to $252.8 million for the year ended December 31, 2024, an increase of $16.7 million, or 6.6%.

The increase was primarily driven by increased restructuring costs of $59.6 million and incentive compensation of $14.0 million.

The increases were partially offset by decreased employee costs of $39.4 million and transaction costs of $15.8 million associated with the H20 Midstream Acquisition and Gravity Acquisition during the year ended December 31, 2024 and transaction costs associated with amended and new agreements with Delek Logistics during the year ended December 31, 2024.

Depreciation and Amortization

Depreciation and amortization (included in both cost of sales and other operating expenses) was $374.5 million for the year ended December 31, 2024 compared to $339.5 million in 2023, an increase of $35.0 million, or 10.3%.

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.

Depreciation and amortization expenses were $339.5 million for the year ended December 31, 2023 compared to $275.0 million in 2022, an increase of $64.5 million, or 23.5%.

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 Delaware Gathering Acquisition.

Management's Discussion and Analysis

Depreciation and amortization (included in both cost of sales and other operating expenses) was $397.8 million for the year ended December 31, 2025 compared to $374.5 million for the year ended December 31, 2024, an increase of $23.3 million, or 6.2%.

Asset Impairment

Asset impairment was $17.7 million for the year ended December 31, 2025 compared to $243.5 million for the year ended December 31, 2024.

• For the year ended December 31, 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, recorded a $9.2 million asset impairment for pipeline assets because utilization is no longer probable and recorded a $212.2 million goodwill impairment.

The goodwill impairment is related to our Krotz Springs reporting unit driven by depressed crack spread pricing in the near term combined with an increased discount rate.

• For the year ended December 31, 2023, we recorded a $14.8 million goodwill impairment and a $23.1 million of right-of-use asset impairment.

The goodwill impairment is related to our Delaware Gathering reporting unit due to significant increases in interest rates and timing of system connections with our producer customers.

The right-of-use asset impairment related to leased crude oil tanks in Canada that were not needed to support the future growth of our business.

Refer to Note 17 and Note 20 to our accompanying consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

Asset impairment was $37.9 million for the year ended December 31, 2023.

Asset impairment included $14.8 million of goodwill impairment and $23.1 million of right-of-use asset impairment.

The goodwill impairment is related to our Delaware Gathering reporting unit due to significant increases in interest rates and timing of system connections with our producer customers.

The right-of-use asset impairment related to leased crude oil tanks in Canada that were not needed to support the future growth of our business.

There was no asset impairment in the year ended December 31, 2022.

Refer to Note 17 and Note 20 to our accompanying consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

Other Operating Income, Net

Other operating income, net was $55.5 million and $6.9 million for the years ended December 31, 2024 and 2023, respectively, an increase of $48.6 million.

The increase was primarily driven by the following:

• for the year ended December 31, 2024, we recorded a net gain of $53.4 million related to a property settlement;

• for the year ended December 31, 2024, we recorded a gain of $8.3 million related to Delek Logistics' sale of storage tanks in Texas due to an eminent domain settlement;

• for the year ended December 31, 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;

• decreased hedge gains in 2024 compared to 2023 associated with our derivatives.

Refer to Note 14 and Note 20 to our accompanying consolidated financial statements included in Item 8.

• For the year ended December 31, 2025, the asset impairment primarily related to an $11.6 million impairment of software development costs.

• For the year ended December 31, 2024 we recorded a $22.1 million asset impairment as a result of our second quarter 2024 decision to idle our biodiesel facilities, while exploring viable and sustainable alternatives, recorded a $9.2 million asset impairment for pipeline assets because utilization was no longer probable and recorded a $212.2 million goodwill impairment.

Refer to Note 13 and Note 20 of our consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

Other operating income, net was $6.9 million and $12.1 million for the years ended December 31, 2023 and 2022, respectively, a decrease of $5.2 million, primarily due to decreased hedge gains in 2023 compared to 2022 associated with our derivatives.

Other Operating Expense (Income), Net

Other operating income, net was $8.5 million and $55.5 million for the years ended December 31, 2025 and 2024, respectively, a decrease of $47.0 million, or (84.7)% .

The decrease was primarily driven by the following:

• for the year ended December 31, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;

• for the year ended December 31, 2024, we recorded a gain of $16.5 million while for the year ended December 31, 2025, we recorded a gain of $2.8 million related to the 2021 El Dorado refinery fire;

• for the year ended December 31, 2024, we recorded a gain of $8.3 million related to Delek Logistics' eminent domain settlement while for the year ended December 31, 2025, we recorded a gain of $4.3 related to Delek Logistics' eminent domain settlement.

Management's Discussion and Analysis

These decreases were partially offset by the following:

• for the year ended December 31, 2025 we recorded a $5.0 million gain on sale of an asset.

Non-Operating Expenses, Net

Interest Expense, Net

Interest expense, net was $313.0 million in the year ended December 31, 2024, compared to $318.0 million for year ended December 31, 2023, a decrease of $5.0 million, or 1.6% primarily due to the following:

• a decrease in net average borrowings outstanding (including the obligations under the inventory intermediation agreements which have an associated interest charge) of approximately $210.8 million during the year ended December 31, 2024 (calculated as a simple average of beginning borrowings/obligations and ending borrowings/obligations for the period) compared to the year ended December 31, 2023;

• an increase in hedge gains associated with our interest rate swap.

The decrease was partially offset by the following:

• an increase in the average effective interest rate of 79 basis points during the year ended December 31, 2024 compared to the year ended December 31, 2023 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding);

• debt extinguishment costs of $3.6 million in the year ended December 31, 2024 related to the payoff of the Delek Logistics Term Loan Facility and Delek Logistics 2025 Notes with proceeds from the Delek Logistics 2029 Notes issued in March 2024.

Interest expense, net was $318.0 million for the year ended December 31, 2023 compared to $195.8 million in 2022, an increase of $122.2 million, or 62.4% primarily due to the following:

• an increase in the average effective interest rate of 390 basis points during the year ended December 31, 2023 compared to the year ended December 31, 2022 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding);

• an increase in net average borrowings outstanding (including the obligations under the supply and offtake agreements which have an associated interest charge) of approximately $151.0 million during the year ended December 31, 2023 (calculated as a simple average of beginning borrowings/obligations and ending borrowings/obligations for the period) compared to the year ended December 31, 2022.

Interest expense, net was $345.3 million in the year ended December 31, 2025, compared to $313.0 million for year ended December 31, 2024, an increase of $32.3 million, or 10.3% 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 $172.6 million during the year ended December 31, 2025 (calculated as a simple average of beginning borrowings/obligation and ending borrowings/obligation for the period) compared to the year ended December 31, 2024;

• hedge loss associated with our interest rate swap.

This increase was partially offset by the following:

• a decrease in the average effective interest rate of 6 basis points during the year ended December 31, 2025 compared to the year ended December 31, 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 from equity method investments of $92.2 million for the year ended December 31, 2024, compared to $86.2 million for the year ended December 31, 2023, an increase of $6.0 million.

This increase was primarily driven by the following:

• an increase in income from our investment in W2W Holdings LLC to $28.9 million during the year ended December 31, 2024 from $22.9 million in the year ended December 31, 2023.

We recognized income from equity method investments of $86.2 million for the year ended December 31, 2023, compared to $57.7 million for the year ended December 31, 2022, an increase of $28.5 million.

This increase was primarily driven by the following:

• an increase in income from our asphalt terminal equity method investment due to higher volumes and resulting revenue increases;

We recognized income from equity method investments of $89.5 million for the year ended December 31, 2025, compared to $92.2 million for the year ended December 31, 2024, a decrease of $2.7 million.

This decrease was primarily driven by the following:

• a decrease in income from our investment in Red River Pipeline Company LLC to $10.9 million during the year ended December 31, 2025 from $20.4 million in the year ended December 31, 2024;

• a decrease in income from our investment in two other pipeline joint ventures to $7.4 million during the year ended December 31, 2025 from $11.8 million in the year ended December 31, 2024;

• a decrease in income from our asphalt terminal equity method investment due to lower volumes and resulting revenue decreases.

These decreases was partially offset by the following:

• an increase in income from our investment in W2W Holdings LLC to $43.2 million during the year ended December 31, 2025 from $28.9 million in the year ended December 31, 2024.

Other Expense (Income), net

Other expense (income), net was $6.3 million of expense in the year ended December 31, 2025, compared to $6.3 million of income for the year ended December 31, 2024, an increase of $12.6 million, or 200.0% primarily due to the following:

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

• a pension settlement of $2.1 million.

Refer to Note 13 and Note 23 of our consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

For the year ended December 31, 2025, we recorded an income tax benefit of $6.8 million from continuing operations compared to an income tax benefit of $107.9 million from continuing operations for the year ended December 31, 2024, primarily driven by the following:

• a decrease in pre-tax net income of $722.6 million, and

• our effective tax rates were 15.3% and (18.1)% for the year ended December 31, 2024 and 2023, respectively, due to the impact of fixed dollar favorable permanent differences on the tax rate, exclusion of goodwill impairment expense from taxable income and changes in valuation allowance on certain state attributes.

• an increase to pre-tax income of $38.9 million in the year ended December 31, 2025 compared to a pre-tax loss of $706.0 million in the year ended December 31, 2024;

Management's Discussion and Analysis

For the year ended December 31, 2023, we recorded an income tax benefit of $3.0 million from continuing operations compared to income tax expense of $56.4 million from continuing operations for the year ended December 31, 2022, primarily driven by the following:

• a decrease in pre-tax net income of $305.2 million, and

• our effective tax rates were (18.1)% and 17.5% for the year ended December 31, 2023 and 2022, respectively, due to the impact of fixed dollar favorable permanent differences on the tax rate and changes in valuation allowance on certain attributes.

• our effective tax rates were (17.5)% and 15.3% for the year ended December 31, 2025 and 2024, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes.

Refer to Note 15 of our consolidated financial statements included in Item 8.

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Refining segment EBITDA $ 800.7 $ (158.0) $ 560.7

$ (158.0) $ 560.7 $ 736.6

(1) Includes a $212.2 million goodwill impairment charge for the year ended December 31, 2024.

Refer to Note 17 - Goodwill and Intangible Assets to our accompanying consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

Factors Impacting Refining Profitability

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Other significant factors that influence our results in the refining segment include operating costs (particularly the cost of natural gas used for fuel and the cost of electricity), seasonal factors, refinery utilization rates and planned or unplanned maintenance activities or turnarounds.

Moreover, while the fluctuations in the cost of crude oil are typically reflected in the prices of light refined products, such as gasoline and diesel fuel, the price of other residual products, such as asphalt, coke, carbon black oil and LPG are less likely to move in parallel with crude cost.

Moreover, while the fluctuations in the cost of crude oil are typically reflected in the prices of light refined products, such as gasoline and diesel fuel, the price of other residual products, such as asphalt, coke, carbon black oil and liquefied petroleum gas LPG are less likely to move in parallel with crude cost.

This could cause additional pressure on our realized margin during periods of rising or falling crude oil prices.

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Additionally, volatility in energy costs, which are captured in our operating expenses and impact our Refining EBITDA, can significantly impact our ability to capture crack spreads, with natural gas representing the most significant component.

Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian, and we do not currently have the capability at our refineries to switch our energy consumption to utilize alternative sources of fuel.

Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian Basin, and we do not currently have the capability at our refineries to switch our energy consumption to utilize alternative sources of fuel.

For this reason, unfavorable Gulf Coast (Henry Hub) differentials can impact our crack spread capture.

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Diesel/Jet 32,470 31,755 28,670

Petrochemicals, LPG, NGLs 2,319 2,341 2,114

Petrochemicals, LPG, natural gas liquids ("NGLs") 2,051 2,319 2,341

Other 855 849 1,691

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Gasoline 38,138 38,215 38,868

Diesel 29,843 30,061 30,334

Diesel/Jet 29,118 29,843 30,061

Petrochemicals, LPG, NGLs 1,097 1,205 1,495

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6,456 4,942 6,525

1,544 460 4,458

Total production

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Gulf Coast CBOB gasoline and Gulf Coast ultra-low sulfur diesel.

For 2023, for our Krotz Springs refinery, we compare our per barrel refining margin to the Gulf Coast 2-1-1 crack spread consisting of (Argus pricing) LLS crude oil, (Argus pricing) U.S.

Gulf Coast CBOB gasoline and 50% of (Argus pricing) U.S.

Gulf Coast Pipeline No.

2 heating oil (high sulfur diesel) and 50% of (Platts pricing) U.S.

Gulf Coast Pipeline No.

2 heating oil (high sulfur diesel).

For 2024, for our Krotz Springs refinery, we compare our per barrel refining margin to the Gulf Coast 2-1-1 crack spread consisting of (Argus pricing) LLS crude oil, (Argus pricing) U.S.

For our Krotz Springs refinery, we compare our per barrel refining margin to the Gulf Coast 2-1-1 crack spread consisting of (Argus pricing) LLS crude oil, (Argus pricing) U.S.

Gulf Coast CBOB gasoline and (Platts pricing) U.S.

5 unchanged sentences

Management's Discussion and Analysis

Refining Segment Operational Comparison of the Year Ended December 31, 2024 versus the Year Ended December 31, 2023 and the Year Ended December 31, 2023 versus the Year Ended December 31, 2022

Refining Segment Operational Comparison of the Year Ended December 31, 2025 versus the Year Ended December 31, 2024

Revenues for the refining segment decreased $1,231.7 million, or 10.5%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.

2 unchanged sentences

Gulf Coast gasoline of 10.3% and ULSD of 6.4%.

• a decrease in wholesale activity;

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

These decreases were partially offset by the following:

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

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

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We eliminate this intercompany revenue in consolidation.

Revenues for the refining segment decreased $3,356.1 million, or 17.0%, in the year ended December 31, 2023 compared to the year ended December 31, 2022.

The decrease was primarily driven by the following:

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

Gulf Coast gasoline of 15.5%, ULSD of 21.4%, and HSD of 36.2%;

• a decrease in wholesale activity;

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

Revenues included sales to our logistics segment of $396.3 million and $496.6 million and sales to our other segment of $0.0 million and $23.8 million for the years ended December 31, 2023 and 2022, respectively.

We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

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and decreases in the cost of WTI Midland crude oil, from an average of $76.85 per barrel to an average of $65.59, or 14.7%;

• a decrease in wholesale activity;

• a decrease in sales volumes (including purchased products)

• a decrease in RINs pricing;

• 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 $356.1 million;

• 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.

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 $516.3 million and $562.2 million during the years ended December 31, 2024 and 2023, respectively.

We eliminate these intercompany fees in consolidation.

Cost of materials and other decreased $3,170.5 million, or 17.2%, in the year ended December 31, 2023 compared to the year ended December 31, 2022.

This decrease was primarily driven by the following:

• decreases in the cost of WTI Cushing crude oil, from an average of $94.62 per barrel to an average of $77.69, or 17.9%;

and decreases in the cost of WTI Midland crude oil, from an average of $95.93 per barrel to an average of $78.90, or 17.8%;

• a decrease in wholesale activity.

These decreases were partially offset by the following:

Management's Discussion and Analysis

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

These costs and fees were $499.0 million and $516.3 million during the years ended December 31, 2025 and 2024, respectively.

1 unchanged sentence

Operating Expenses

Operating expenses decreased $22.6 million, or 3.6%, in the year ended December 31, 2024, compared to year ended December 31, 2023.

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

• lower outside services;

• lower natural gas costs.

These decreases were partially offset by the following:

• increased repairs and maintenance.

Operating expenses decreased $3.3 million, or 0.5%, in the year ended December 31, 2023, compared to year ended December 31, 2022.

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

• lower natural gas in 2023.

These decreases were partially offset by the following:

• higher employee, outside service and maintenance costs including costs related to our Safety Action Plan.

Operating expenses increased $18.0 million, or 3.0%, in the year ended December 31, 2025, compared to the year ended December 31, 2024.

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

• higher natural gas prices in 2025 and an increase in outside services.

• These increases were partially offset by a decrease in insurance costs and a decrease in lease and rental costs.

Refining Margin

Refining margin decreased by $529.0 million, or 45.4%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, with a refining margin percentage of 5.4% as compared to 7.1% for the years ended December 31, 2024 and 2023, respectively, primarily driven by the following:

• a 34.9% decrease in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 34.7% decrease in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and an 8.8% 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).

These decreases were partially offset by the following:

• lower RINs pricing;

• 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.

Refining margin decreased by $185.6 million, or 13.7%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, with a refining margin percentage of 7.1% as compared to 6.8% for the years ended December 31, 2023 and 2022, respectively, primarily driven by the following:

• a 19.0% decrease in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 17.4% decrease in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery), and a 42.9% decrease in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery).

These decreases were partially offset by the following:

• lower natural gas prices.

Refining margin increased by $758.3 million, or 119.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, with a refining margin percentage of 13.2% as compared to 5.4% for the years ended December 31, 2025 and 2024, respectively, primarily driven by the following:

• a 16.2% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 15.5% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 18.1% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);

Management's Discussion and Analysis

EBITDA decreased by $718.7 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a decrease in refining margin driven by decreased crack spreads, a $212.2 million goodwill impairment and decreased sales volumes (including purchased products), partially offset by an increase in insurance and third party proceeds related to the fires in 2021 and 2022 and 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.

• an increase 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.

EBITDA decreased by $175.9 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to a decrease in refining margin primarily driven by decreased crack spreads.

EBITDA increased by $958.7 million, or 606.8% for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to an increase in refining margin driven by increased crack spreads, increased sales volumes and receipt of small refinery exemptions.

Management's Discussion and Analysis

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Operating expenses (excluding depreciation and amortization) $ 168.4 $ 122.7 $ 118.1

$ 342.7 $ 363.0 $ 304.8

EBITDA $ 369.3 $ 342.7 $ 363.0

Operating Information:

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145,237 154,217 113,803

(1) Includes a $14.8 million goodwill impairment charge for the year ended December 31, 2023.

Refer to Note 17 - Goodwill and Intangible Assets to our accompanying consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

(2) 2022 volumes include volumes from June 1, 2022 through December 31, 2022.

(3) 2024 volumes include volumes from September 11, 2024 through December 31, 2024.

(1) Mcfd - average thousand cubic feet per day.

(2) Excludes jet fuel and petroleum coke.

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Management's Discussion and Analysis

Logistics Segment Operational Comparison of the Year Ended December 31, 2024 versus the Year Ended December 31, 2023 and the Year Ended December 31, 2023 versus the Year Ended December 31, 2022

Net revenues decreased by $79.8 million, or 7.8%, in the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily driven by the following:

• decreased revenue of $47.3 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon:

Logistics Segment Operational Comparison of the Year Ended December 31, 2025 versus the Year Ended December 31, 2024

Net revenues increased by $72.7 million, or 7.7%, in the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by the following:

• incremental revenue associated with the Gravity acquisition of $90.1 million and incremental revenue associated with the H2O Midstream acquisition of $41.0 million.

This increase was partially offset by the following:

• decreased revenue of $5.6 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 $0.21 and $0.16 per gallon, respectively;

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

These sales-type 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 revenue associated with the H20 Midstream operations of $19.5 million which was acquired in September 2024.

Revenues included sales to our refining segment of $516.3 million and $562.2 million for the years ended December 31, 2024 and 2023, respectively, and sales to our other segment of $1.5 million and $1.6 million for the years ended December 31, 2024 and 2023, respectively.

We eliminate this intercompany revenue in consolidation.

Net revenues decreased by $16.0 million, or 1.5%, in the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily driven by the following:

• decreased revenue of $99.6 million in our West Texas marketing operations primarily driven by decreases in the average sales prices per gallon and the average volumes of diesel sold in our West Texas marketing operations:

◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.46 per gallon and $0.73 per gallon, respectively;

◦ the volumes of diesel sold decreased by 3.6 million gallons, partially offset by a 0.6 million increase in gallons of gasoline sold.

These decreases were partially offset by the following:

• increase in revenue as a result of our Delaware Gathering operations, which acquired in June 2022;

• increase in volumes associated with Midland Gathering operations primarily due to new connections finalized during 2022.

Revenues included sales to our refining segment of $562.2 million and $477.1 million for the years ended December 31, 2023 and 2022, respectively, and sales to our other segment of $1.6 million and $2.3 million for the years ended December 31, 2023 and 2022, respectively.

◦ the volumes of diesel sold increased by 6.7 million and the volumes of gasoline sold increased by 2.2 million gallons;

◦ RINs revenue increased $3.7 million due to increased RINs prices.

• decreased revenue 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.

Revenues included sales to our refining segment of $499.0 million and $516.3 million for the years ended December 31, 2025 and 2024, respectively, and sales to corporate and other of $0.5 million and $1.5 million for the years ended December 31, 2025 and 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

Cost of materials and other for the logistics segment decreased by $48.9 million, or 9.2%, in the year ended December 31, 2024 compared to the year ended December 31, 2023.

This decrease was primarily driven by the following:

• decreased costs of materials and other of $40.1 million in our West Texas marketing operations primarily driven by decreased costs per gallon:

Cost of materials and other for the logistics segment increased by $25.6 million, or 5.3%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.

This increase was primarily driven by the following:

• incremental costs associated with the Gravity and H2O Midstream Acquisitions of $15.9 million and $3.0 million, respectively;

• an increase of $11.2 million associated with the DPG dropdown which occurred on May 1, 2025.

These increases were partially offset by the following:

• decreased costs of materials and other of $7.2 million in our West Texas marketing operations was primarily driven by a decrease in average cost per gallon, partially offset by an increase in volumes sold:

◦ the average cost per gallon of gasoline and diesel sold decreased by $0.18 per gallon and $0.17 per gallon, respectively;

Our logistics segment purchased product from our refining segment of $353.5 million and $396.3 million for the years ended December 31, 2024 and 2023, respectively.

◦ the volumes of diesel sold increased by 6.7 million gallons, and the volumes of gasoline sold increased by 2.2 million.

Our logistics segment purchased product from our refining segment for $342.2 million and $353.5 million for the years ended December 31, 2025 and December 31, 2024, respectively.

We eliminate these intercompany costs in consolidation.

Cost of materials and other for the logistics segment decreased by $108.8 million, or 17.0%, in the year ended December 31, 2023 compared to the year ended December 31, 2022.

This decrease was primarily driven by the following:

• decrease in costs of materials and other in our West Texas marketing operations primarily driven by decreases in the average cost per gallon and the average volumes of diesel sold in our West Texas marketing operations:

Management's Discussion and Analysis

◦ the average cost per gallon of gasoline and diesel sold decreased by $0.49 per gallon and $0.74 per gallon, respectively;

◦ the volumes of diesel sold decreased by 3.6 million gallons, partially offset by a 0.6 million increase in gallons of gasoline sold.

These decreases were partially offset by the following:

• increase in cost of materials and other as a result of our Delaware Gathering operations, which began in June 2022.

Our logistics segment purchased product from our refining segment of $396.3 million and $496.6 million for the years ended December 31, 2023 and 2022, respectively.

We eliminate these intercompany costs in consolidation.

Operating Expenses

Operating expenses increased by $4.6 million, or 3.9%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by incremental costs associated with H20 Midstream Acquisition, partially offset by a decrease in repairs and maintenance expenses.

Operating expenses increased by $29.8 million, or 33.7%, in the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily driven by incremental expenses associated with Delaware Gathering Acquisition.

EBITDA decreased by $20.3 million, or 5.6%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by 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, partially offset by higher terminalling and marketing fees due to rate increases as well as higher throughput volumes.

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

EBITDA increased by $58.2 million, or 19.1%, in the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily driven by higher throughput volumes and incremental EBITDA from the Delaware Gathering Acquisition, partially offset by a $14.8 million goodwill impairment related to our Delaware Gathering reporting unit due to significant increases in interest rates and timing of system connections with our producer customers.

Operating expenses increased by $45.7 million, or 37.2%, in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by the following:

• incremental costs associated with the operations of Gravity and H2O Midstream of $31.0 million and $10.6 million, respectively.

EBITDA increased by $26.6 million, or 7.8%, in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by the following:

• incremental EBITDA of $42.6 million and $26.7 million associated with the Gravity and H2O Midstream Acquisitions, respectively;

• an $0.24 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.

A detailed discussion of the fiscal year 2024 compared to year-over-year changes from fiscal year 2023 can be found in Part II, Item 7.

Management's Discussion and Analysis, "Results of Operations", of our 2024 Annual Report on Form 10-K, filed on February 26, 2025.

Management's Discussion and Analysis

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Financial Statements and Supplementary Data, of this Annual Report on Form 10-K) and $625.8 million in cash and cash equivalents.

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

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 February 18, 2026, our Board of Directors approved a quarterly cash dividend of $0.2550 per share of our common stock.

During the year ended December 31, 2025, 3,839,968 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $79.4 million.

As of December 31, 2025, there was $464.2 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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Our debt limitation covenants in our existing financing documents are usual and customary for credit agreements of our type and reflective of market conditions at the time of their execution.

Additionally, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, or to pay dividends 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.

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 December 31, 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 11 of our consolidated financial statements included in Item 8.

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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).

Such restrictions would generally remain in place until such quarter that we return to compliance under the applicable incurrence based covenants.

Such restrictions would generally remain in place until such a quarter that we return to compliance under the applicable incurrence based covenants.

In the event that we are subject to these incremental restrictions, we believe that we have sufficient current and alternative sources of liquidity, including (but not limited to):

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Financial Statements and Supplementary Data, of this Annual Report on Form 10-K);

the ability to nominate each month whether to include volumes related to the Krotz Springs, El Dorado and Big Spring refineries for funding under the Inventory Intermediation Agreement;

as well as the possibility of obtaining other secured and unsecured debt, raising capital through equity issuance, or taking advantage of transactional financing opportunities such as sale-leasebacks or joint ventures, as otherwise contemplated and allowed under our incurrence covenants.

Management's Discussion and Analysis

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

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Financing activities - continuing operations 52.3 221.7

Financing activities - continuing operations — —

Total Financing activities 52.3 221.7

Net decrease $ (86.6) $ (19.1)

Management's Discussion and Analysis

Net (decrease) increase $ (109.8) $ (86.6)

Cash Flows from Operating Activities

Continuing Operations

Net cash used by operating activities from continuing operations was $83.7 million for the year ended December 31, 2024, compared to net cash provided by of $979.0 million for the comparable period of 2023.

Decreases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $1,106.2 million decrease in cash provided by operating activities, partially offset by a decrease in cash paid for debt interest of $23.4 million and a decrease in cash paid for taxes of $7.0 million.

Discontinued Operations

Net cash provided by operating activities from discontinued operations include the Retail Stores business income.

Net cash provided by operating activities from continuing operations was $538.2 million for the year ended December 31, 2025, compared to net cash used of $83.7 million for the comparable period of 2024.

The increases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $689.5 million increase in cash provided by operating activities partially offset by an increase in cash paid for debt interest of $41.6 million.

During 2025 the receipt of SRE waivers resulted cash inflows due to the selling of excess RINs as well as reducing our need to purchase RINs related to certain refineries.

Cash Flows from Investing Activities

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Net cash used in investing activities from continuing operations was $697.9 million for the year ended December 31, 2025, compared to $603.2 million in the comparable period of 2024.

The increase in cash flows used in investing activities was primarily due to $229.7 million acquisition of H2O Midstream of which $159.7 million was paid in cash, purchase of an additional 0.6% indirect investment in Wink to Webster Pipeline LLC for $18.6 million, a $35.2 million increase in purchases of property, plant and equipment, and a $22.8 million deposit paid for the Gravity Acquisition, partially offset by a $11.5 million decrease in purchases of equity securities.

Discontinued Operations

Net cash provided by investing activities from discontinued operations in 2024 primarily includes the $381.6 million net proceeds from the sale of the Retail Stores, partially offset by cash used for Retail Stores capital expenditures of $19.9 million.

Net cash provided by investing activities from discontinued operations in 2023 primarily includes cash used for Retail Stores capital expenditures of $26.4 million.

The increase in cash flows used in investing activities was primarily due to the $101.8 million increase in purchases of property, plant and equipment and a reduction in insurance and settlement proceeds of $5.5 million.

Cash Flows from Financing Activities

Continuing Operations

Net cash provided by financing activities from continuing operations was $221.7 million for the year ended December 31, 2024, compared to cash used of $624.7 million in the comparable 2023 period.

The decrease in cash used was primarily due to the receipt of net proceeds of $297.9 million from the Delek Logistics' public offerings of common units in the year ended December 31, 2024, net proceeds from term debt of $518.2 million for the year ended December 31, 2024 compared to net payments on term debt of $28.2 million in the comparable 2023 period, primarily related to the issuance of the Delek Logistics 2029 Notes and the related repayment of the Delek Logistics Term Loan Facility and Delek Logistics 2025 Notes, a decrease in net payments from product and other financing arrangements of $39.4 million, a decrease in net payments on long-term revolvers of $84.9 million, a decrease of $43.9 million in share buybacks and a $18.2 million increase in distributions to non-controlling interests.

These decreases in cash flows were partially offset by the $70.8 million redemption of the Delek Logistics preferred units, the receipt of settlement proceeds of $58.0 million during the first quarter of 2023 associated with the termination of the J.

Aron Supply & Offtake Agreements and origination of the Citi Inventory Intermediation Agreement (as defined in Note 10 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K) and an increase of $13.6 million related to the payment of deferred financing costs primarily related to the issuance of the Delek Logistics 2029 Notes.

Net cash provided by financing activities from continuing operations was $52.3 million for the year ended December 31, 2025, compared to cash provided of $221.7 million in the comparable 2024 period.

The decrease in cash provided was primarily due to net payments on long-term revolvers of $223.5 million for the year ended December 31, 2025 compared to net payments of $350.1 million in the comparable 2024 period, net proceeds on product and other financing arrangements of $28.9 million for the year ended December 31, 2025 compared to net proceeds of $14.0 million in the comparable 2024 period and net proceeds of term debt of $690.5 million for the year ended December 31, 2025 compared to net proceeds on term debt of $518.2 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 $297.9 million from the Delek Logistics' public offerings of common units in the year ended December 31, 2024, an increase of $37.9 million in share buybacks, repayments on the Inventory Intermediation agreement of $193.2 million and a $30.3 million increase in distributions to non-controlling interests.

Cash Position and Indebtedness

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Total unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,620.8 million.

The increase of $159.1 million in total long-term principal indebtedness as of December 31, 2024 compared to December 31, 2023 resulted primarily from issuance of the Delek Logistics 2029 Notes, partially offset by a decrease in net borrowings under the Delek Logistics Revolving Facility, payment of the outstanding balance of the Delek Logistics Term Loan Facility, and extinguishment of the Delek Logistics 2028 Notes.

The increase of $466.9 million in total long-term principal indebtedness as of December 31, 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 December 31, 2025, our total long-term indebtedness (as defined in Note 11 of the consolidated financial statements included in Item 8.

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

Management's Discussion and Analysis

• aggregate principal of $921.5 million under the Delek Term Loan Credit Facility (maturity of November 19, 2029 and effective interest of 8.23%);

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• aggregate principal of $1,050.0 million under the Delek Logistics 2029 Notes (due in 2029, with effective interest rate of 8.80%);

Management's Discussion and Analysis

• the United Community Bank Revolver with no outstanding borrowings (maturity of June 30, 2026).

On March 13, 2024, Delek Logistics sold $650.0 million in aggregate principal amount of 8.625% Senior Notes due 2029, at par.

On April 17, 2024, Delek Logistics sold $200 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 101.25% and on August 16, 2024, the Co-issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 103.25%.

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

See Note 11 to our accompanying consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for additional information about our separate debt and credit facilities.

• aggregate principal of $700.0 million under the Delek Logistics 2033 Notes (due in 2033, with effective interest rate of 7.63%).

Additionally, we utilize other financing arrangements to finance operating assets and/or, from time to time, to monetize other assets that may not be needed in the near term when internal cost of capital and other criteria are met.

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 Citigroup Energy Inc.

("Citi") was $408.7 million at December 31, 2024.

Our long-term inventory intermediation obligation with Citi was $119.5 million at December 31, 2025.

See Note 10 of the accompanying consolidated financial statements included in Item 8.

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The following table summarizes our actual capital expenditures for the year ended December 31, 2025, by operating segment and major category (in millions):

2025 Forecast Year Ended December 31, 2024 Actual (1) (2)

2026 Budget Year Ended December 31, 2025 Actual (1)

Regulatory $ 29 $ 16.4

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Total capital spending $ 495 $ 490.0

(1) Excludes $95.5 million related to the new Delek Logistics natural gas processing plant.

Refer to 'Other 2024 Developments' section of Item 7.

Management's Discussion and Analysis of this Annual Report on Form 10-K for further information.

Management's Discussion and Analysis

(2) Excludes a $10.0 million land purchase in connection with a settlement that was in litigation related to a property that we historically operated as an asphalt and marine fuel terminal.

Refer to Note 14 of the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.

(1) Amounts exclude capitalized interest and internal labor costs of $31.6 million.

The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope, and completion time for our capital projects and subject to the changes and uncertainties discussed under the 'Forward-Looking Statements' section of Item 7.

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Risk Factors, of this Annual Report on Form 10-K.

Management's Discussion and Analysis

Cash Requirements

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Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancelable terms in excess of one year as of December 31, 2024.

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of December 31, 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 14 to the consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K 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 this Annual Report on Form 10-K.

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(7) Amounts reflect a rebate arrangement included in the long-term agreement with FEMSA entered into in conjunction with the Retail Transaction as well as certain underground storage tank cleanup obligations.

For additional information, see Note 5 to the consolidated financial statements included in Item 8.

For additional information, see our consolidated financial statements in Item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

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Cash outlays in 2026 are planned to include incentive compensation payments that were earned and accrued in 2025.

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

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 year ended December 31, 2025.

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In assessing the recoverability of goodwill, assumptions are made with respect to future business conditions and estimated expected future cash flows to determine the fair value of a reporting unit.

We may consider inputs such as WACC, forecasted crack spreads, gross margin, capital expenditures, and long-term growth rate based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates.

We may consider inputs such as a market participant WACC, gross margin, future volumes, capital expenditures and long-term growth rates based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates.

We may also consider a market approach in determining or corroborating the fair values of the reporting units using a multiple of expected future cash flows, such as those used by third-party analysts.

The market approach involves significant judgment, including selection of an appropriate peer group, selection of valuation multiples, and determination of the appropriate weighting in our valuation model.

If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, sustained decrease in the crack spreads, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required.

If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required.

The most significant risks to our valuation and the potential future impairment of goodwill are the WACC and the volatility of the crack spread, which is based on the crude oil and the refined product markets.

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Alternatively, if a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it has completed its goodwill impairment test and does not need to perform the quantitative impairment test.

For the 2024 annual impairment assessment, we performed a qualitative assessment on the reporting units in our logistics segment, which did not result in an impairment charge nor did our analysis reflect any reporting units at risk.

For the 2025 and 2024 annual impairment assessments, we performed a qualitative assessment on the reporting units in our logistics segment, which did not result in an impairment charge nor did our analysis reflect any reporting units at risk.

For the 2023 annual impairment assessment, we performed a qualitative assessment on the reporting units in our logistics segment except for the Delaware Gathering reporting unit, as we determined it was more likely than not that the fair value of the reporting unit exceeded the carrying value.

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The impairment was primarily driven by the significant increases in interest rates and timing effect of system connections with our producer customers.

For the 2025 and 2023 annual impairment assessment, we performed a qualitative assessment on the reporting units in our refining segment, as we determined it was not more likely than not that the fair value of the reporting units exceeded the carrying value.

The 2025 and 2023 annual assessments for the refining segment did not result in an impairment charge nor did our analysis reflect any reporting units at risk.

For the 2024 annual impairment assessment, we performed a quantitative assessment of goodwill on the reporting units in our refining segment during the fourth quarter of 2024, which resulted in an impairment of $212.2 million during the year ended December 31, 2024 related to our Krotz Springs refinery reporting unit.

The impairment was predominantly driven by depressed crack spread pricing in the near term combined with an increased discount rate.

As part of our assessment, the aggregate fair value of all reporting units have been reconciled to our market capitalization for reasonableness.

For the 2023 annual impairment assessment, we performed a qualitative assessment on the reporting units in our refining segment, as we determined it was more likely than not that the fair value of the reporting units exceeded the carrying value.

The 2023 annual assessment for the refining segment did not result in an impairment charge nor did our analysis reflect any reporting units at risk.

As part of our quantitative assessment, the aggregate fair value of all reporting units were reconciled to our market capitalization for reasonableness.

Details of remaining goodwill balances by segment are included in Note 17 to the consolidated financial statements in Item 8.

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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 7. Management’s Discussion and Analysis