What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-26 · 635 added, 562 removed, 1795 unchanged (40% of the section changed)

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

We acquired H2O Midstream effective September 11, 2024, and have included the operating results and assets and liabilities of H2O Midstream in our consolidated financial statements as of December 31, 2024.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of H2O Midstream.

H2O Midstream accounted for approximately 3.7% of total assets as of December 31, 2024 and approximately 0.2% of net revenues of the Company for the year ended on December 31, 2024.

We are currently in the process of integrating the H2O Midstream operations, control processes and information systems into our systems and control environment.

Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2025, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

2 unchanged sentences

Based on its assessment and review with the Audit Committee, management concluded that, at December 31, 2025, we maintained effective internal control over financial reporting.

We acquired Gravity effective January 2, 2025, and have included the operating results and assets and liabilities of Gravity in our consolidated financial statements as of December 31, 2025.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of internal control over financial reporting did not include an assessment of internal control over financial reporting of Gravity.

Gravity accounted for approximately 4.6% of total assets as of December 31, 2025 and approximately 0.8% of net revenues of the Company for the year ended on December 31, 2025.

We are currently in the process of integrating the Gravity operations, control processes and information systems into our systems and control environment.

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

Changes in Internal Control over Financial Reporting

Other than those changes made in connection with the H2O Midstream Acquisition on September 11, 2024, there has been no change in our internal control over financial reporting (as described in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than those changes made in connection with the Gravity Acquisition on January 2, 2025, there has been no change in our internal control over financial reporting (as described in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

2 unchanged sentences

During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:

On November 13, 2025 , Shlomo Zohar , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 36,715 shares of our common stock, subject to certain conditions.

The arrangement’s expiration date is November 13,2026 .

On November 25, 2025 , Reuven Spiegel , Executive Vice President, Special Projects , adopted a Rule 10b5-1 trading arrangement for the sale of up to 30,000 shares of our common stock, subject to certain conditions.

The arrangement’s expiration date is November 20, 2026 .

On December 5, 2025 , William J.

Finnerty , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 15,000 shares of our common stock, subject to certain conditions.

The arrangement’s expiration date is September 2, 2026 .

On December 2, 2025 , Avigal Soreq , Chief Executive Officer and a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 50,000 shares of our common stock, subject to certain conditions.

The arrangement’s expiration date is December 4, 2026 .

On December 11, 2025 , Ezra Uzi Yemin , Chairman of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 280,000 shares of our common stock, subject to certain conditions.

The arrangement’s expiration date is March 18, 2027 .

Amendments to Executive Agreements

The Board of Directors appointed Reuven Spiegel to serve as Executive Vice President, Delek Logistics effective as of February 12, 2025.

In connection with such appointment, the Company entered into an amendment to Mr.

Spiegel’s Executive Employment Agreement which provides for base compensation of $550,000, an annual target bonus opportunity at 90% of base compensation (split evenly between the Delek US Holdings, Inc.

2016 Annual Incentive Plan and the Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan) and an equity grant valued at $800,000 of time vesting RSUs (50% shall be RSUs of the Company and 50% shall be RSUs of Delek Logistics) that will vest quarterly through December 31, 2025.

Amendment to the Inventory Intermediation Agreement

On February 21, 2025, DKTS, an indirect subsidiary of the Company, acting on behalf of, and jointly and severally liable with, each of (i) Lion Oil Company, LLC (“Lion Oil”), (ii) Alon Refining Krotz Springs, Inc.

(“ARKS”) and (iii) Alon USA, LP (“Alon” and together with each of Lion Oil and ARKS, the “Refinery Companies” and each a “Refinery Company”) entered into that certain Amendment to the Inventory Intermediation Agreement (the “Amendment”) with Citigroup Energy Inc.

(“Citi”), which amended that certain Inventory Intermediation Agreement, dated December 22, 2022 between Citi and DKTS, acting on behalf of, and jointly and severally liable with the Refinery Companies.

Pursuant to the Amendment, the Inventory Intermediation Agreement was amended to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027, (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 and (iii) update certain information regarding certain of the storage tanks subject to the Inventory Intermediation Agreement.

Delek Logistics Board Chair Transition

On February 25, 2026, the board of directors of the general partner of Delek Logistics appointed Avigal Soreq to be the Chairman of the Board of the general partner, effective immediately.

Ezra Uzi Yemin transitioned to Vice Chairman of the general partner’s board of directors.

Soreq and Yemin will continue to serve in all other existing positions with the Company and Delek Logistics.

Employment Agreement Extension

On February 25, 2026, the Company entered into a Fourth Amendment to Reuven Spiegel’s Executive Employment Agreement to extend the term from February 28, 2026 to June 30, 2026.

There were no changes in Mr.

Spiegel’s compensation in connection with the extension.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Directors, Executive Officers, Corporate Governance and Security Ownership

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Board of Directors Governance Guidelines, our charters for our Audit, Human Capital and Compensation, Technology, Nominating and Corporate Governance and Environmental, Health and Safety Committees and our Code of Business Conduct & Ethics covering all employees, including our principal executive officer, principal financial officer, principal accounting officer and controllers, are available on our website, www.DelekUS.com, under the "About Us - Corporate Governance" caption.

A print copy of any of these documents will be mailed upon a written request made by a stockholder to the Corporate Secretary, Delek US Holdings, Inc., 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027.

We intend to disclose any amendments to or waivers of the Code of Business Conduct & Ethics on behalf of our Chief Executive Officer, Chief Financial Officer and persons performing similar functions on our website, at www.DelekUS.com, under the "Investor Relations" caption, promptly following the date of any such amendment or waiver.

We intend to disclose any amendments to or waivers of the Code of Business Conduct & Ethics on behalf of our Chief Executive Officer, Chief Financial Officer and persons performing similar functions on our website, at www.DelekUS.com, under the "Investors" caption, promptly following the date of any such amendment or waiver.

We have adopted our Insider Trading Policy applicable to the Company, our subsidiaries, our affiliates, our directors, our officers and all of our employees and the employees of our subsidiaries and affiliates, governing the purchase, sale, and/or other dispositions of our securities.

16 unchanged sentences

• Avigal Soreq – President and Chief Executive Officer

• Joseph Israel – Executive Vice President, President, Refining and Renewables

• Reuven Spiegel – Executive Vice President and Chief Financial Officer

• Denise McWatters – Executive Vice President, General Counsel and Secretary

• Patrick Reilly - Executive Vice President, Chief Commercial Officer

• Sam Eljaouhari – Executive Vice President and Chief Human Resources Officer

• Mark Hobbs – Executive Vice President, Corporate Development

• Ido Biger – Executive Vice President, Chief Technology and Data Officer

• Mohit Bhardwaj - Senior Vice President, Strategy and Growth

• Ido Biger – Executive Vice President, Chief Information and Data Officer

• Ismail Bhayat – Executive Vice President, Chief Commercial Officer

• Joseph Israel – Executive Vice President, President of Refining and Renewables

• Mark Hobbs – Executive Vice President, Chief Financial Officer

• Mohit Bhardwaj - Executive Vice President, Strategy, Business Development and Investor Relations

• Reuven Spiegel – Executive Vice President, Special Operations

• Robert Wright – Executive Vice President, DK and Chief Financial Officer DKL

• Sam Eljaouhari – Executive Vice President, Chief Human Resources Officer

EXECUTIVE COMPENSATION

27 unchanged sentences

Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc.

and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.2 of the Company's Form 10-Q filed on A ugust 7, 202 4) .

and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.2 of the Company's Form 10-Q filed on August 7, 2024).

Membership Interest Purchase Agreement, dated as of December 11, 2024, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to the Delek Logistics’ Current Report on Form 8-K filed on December 13, 2024).

Contribution, Conveyance and Assumption Agreement, by and among DK Trading & Supply, LLC, Delek Marketing & Supply, LP, Delek Logistics Partners, LP and Delek US Holdings, Inc., dated as of May 1, 2025 (incorporated by reference to Exhibit 2.1 of the Company’s Form 10-Q filed on May 7, 2025) .

Second Amended and Restated Certificate of Incorporation of Delek US Holdings, Inc.

16 unchanged sentences

Description of Common Stock (incorporated by reference to Exhibit 4.5 to the Company's Form 10-K filed on February 28, 2024.)

* Form of Indemnification Agreement for Directors and Officers ((incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K filed on February 25, 2022).

* Form of Indemnification Agreement for Directors and Officers of Delek US Holdings, Inc.

((incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 7, 2025).

* Delek US Holdings, Inc.

31 unchanged sentences

* Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement.

2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3(m) to the Company’s Form 10-K filed on February 26, 2025).

* Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement.

2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3(n) to the Company’s Form 10-K filed on February 26, 2025).

* Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Restricted Stock Unit Agreement.

2016 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3(o) to the Company’s Form 10-K filed on February 26, 2025).

* Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Restricted Stock Unit Agreement.

2016 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3(p) to the Company’s Form 10-K filed on February 26, 2025).

* Alon USA Energy, Inc.

20 unchanged sentences

* First Amendment to Executive Employment Agreement, by and between the Delek US Holdings, Inc.

and Avigal Soreq, dated as of November 6, 2024.

and Avigal Soreq, dated as of November 6, 2024 (incorporated by reference to Exhibit 10.7(b) to the Company’s Form 10-K filed on February 26, 2025).

* Change in Control Severance Agreement, dated for reference as of June 13, 2022, by and between the Company and Avigal Soreq (incorporated by reference to Exhibit 10.15 to the Company's Form 10-K filed on March 1, 2023).

4 unchanged sentences

* Second Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Reuven Spiegel, effective as of March 1, 2025.

and Reuven Spiegel, effective as of March 1, 2025 (incorporated by reference to Exhibit 10.9(c) to the Company’s Form 10-K filed on February 26, 2025).

* Third Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Reuven Spiegel, effective as of March 1, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 7, 2025).

*# Fourth Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Reuven Spiegel, effective as of February 24, 2026.

* Executive Employment Agreement, effective February 3, 2021, by and between Delek US Holdings, Inc.

2 unchanged sentences

and Denise McWatters.

(incorporated by reference to Exhibit 10.10(b) to the Company’s Form 10-K filed on February 26, 2025).

* Executive Employment Agreement, by and between Delek US Holdings, Inc.

1 unchanged sentence

* First Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Joseph Israel, dated as November 6, 2024

and Joseph Israel, dated as November 6, 2024 (incorporated by reference to Exhibit 10.11(b) to the Company’s Form 10-K filed on February 26, 2025).

* Consulting Agreement, dated as of November 2, 2020, by and between Delek US Holdings, Inc.

and Frederec Green (incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K filed on March 1, 2021).

* Executive Employment Agreement, effective as of March 1, 2025, by and between Delek US Holdings, Inc.

and Mark Hobbs (incorporated by reference to Exhibit 10.36 to the Company’s Form 10-K filed on February 26, 2025).

* Offer Letter, by and among Delek US Holdings, Inc., Delek Logistics Partners, L.P and Robert Wright, dated as of March 29, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on May 7, 2025).

Promissory Note, dated as of November 6, 2023, by and among Delek US Holdings, Inc.

1 unchanged sentence

* Form of Change in Control Severance Agreement for Officers (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on May 5, 2022).

Third Amended and Restated Omnibus Agreement, dated as of March 31, 2015, among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 7, 2015).

First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 5, 2015).

Third Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 15, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on May 18, 2020).

Fourth Amended and Restated Omnibus Agreement dated August 5, 2024, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC (incorpo rated b y reference t o Exhibit 10.1 of the Company's Form 10-Q filed on August 7, 2024) .

Fifth Amended and Restated Omnibus Agreement dated May 1, 2025, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q filed on May 7, 2025).

# First Amendment to Fifth Amended and Restated Omnibus Agreement, dated as of January 30, 2026, by and among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP,LLC.

Pipelines, Storage and Throughput Facilities Agreement (Big Spring Refinery Logistics Assets and Duncan Terminal), dated March 20, 2018 and effective as of March 1, 2018, by and among Alon USA, LP, DKL Big Spring, LLC, for the limited purposes specified therein, Delek US, and for the limited purposes specified therein, J.

13 unchanged sentences

*# Inventory Intermediation Agreement, dated as of December 18, 2026, by and between Citigroup Energy, Inc.

and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 29, 2022).

Letter Agreement, dated as of April 6, 2023, by and between Citigroup Energy, Inc.

and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 9, 2023).

Letter Agreement, dated as of June 21, 2023, by and between Citigroup Energy, Inc.

and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on August 9, 2023).

Letter Agreement, dated as of September 18, 2023, by and between Citigroup Energy, Inc.

and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on November 8, 2023).

Amendment to Inventory Intermediation Agreement, dated as of December 21, 2023, by and between Citigroup Energy, Inc.

and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.27 (e) to the Company's Form 10-K filed on Febr uary 28, 202 4 ) .

# Second Amendment to Inventory Intermediation Agreement, dated February 21, 2025, by and between Citigroup Energy, Inc.

and DK Trading & Supply, LLC.

and DK Trading & Supply, LLC as amended through December 18, 2025.

Pledge and Security Agreement, dated as of December 22, 2022, by and between Citigroup Energy, Inc.

11 unchanged sentences

Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.6 of the Company’s Form 10 Q filed on November 8, 2022).

*# Executive Employment Agreement, effective as of March 1, 2025, by and between Delek US Holdings, Inc.

and Mark Hobbs.

Common Unit Purchase Agreement, dated as of February 19, 2025, by and between Delek Logistics Partners, LP, and Delek US Holdings, Inc.

(incorporated by reference to Exhibit 10.37 to the Company’s Form 10-K filed on February 26, 2025).

Delek US Holdings, Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K filed on February 26, 2025)

# Subsidiaries of the Registrant

7 unchanged sentences

Delek US Holdings, Inc.

Clawback Policy (incorporated by reference to Exh i b it 97 to the Company's Form 10- K f iled on February 28.

Clawback Policy (incorporated by reference to Exhibit 97 to the Company's Form 10-K filed on February 28.

101 The following materials from Delek US Holdings, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language):

21 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Delek US Holdings, Inc.

To the Stockholders and the Board of Directors of Delek US Holdings, Inc.

Opinion on the Financial Statements

20 unchanged sentences

Financial Statements and Schedules

Evaluation of Goodwill for Impairment

Description of the Matter At December 31, 2024, the Company’s goodwill was $475.3 million and represented approximately 7% of total assets.

As discussed in Notes 2 and 17 of the consolidated financial statements, goodwill is reviewed at the reporting unit level for impairment at least annually or more frequently if events or changes in circumstances indicate the goodwill might be impaired.

The Company performs its annual goodwill impairment assessment in the fourth quarter of each year.

The Company evaluates the recoverability of goodwill by comparing the carrying amount of each reporting unit to its estimated fair value.

The estimated fair value of each reporting unit is determined using a combination of a discounted cash flow analysis based upon projected financial information and a multiple of expected future cash flows, such as those used by third-party analysts.

Auditing management’s annual goodwill impairment analysis for the Big Spring reporting unit within the refining segment required significant judgment, as the valuation includes subjective estimates and assumptions in determining the estimated fair value of the reporting unit.

In particular, the discounted cash flow analysis is sensitive to significant assumptions such as the weighted average cost of capital and the estimates of future gross margin.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls relating to the valuation of the reporting unit in the goodwill impairment analysis process.

For example, we tested controls over management’s review of the significant inputs and assumptions, discussed above, used in determining the reporting unit fair values.

To test the estimated fair value of the reporting unit within the refining segment, our audit procedures included, among others, assessing valuation methodologies, performing recalculations, and testing the significant assumptions discussed above.

We performed sensitivity analyses of assumptions to evaluate the change in the fair value of the reporting unit resulting from changes in those assumptions to assess their significance and importance.

We compared the significant assumptions in the prospective financial data used by management to current industry and economic trends, historical performance, and other relevant factors.

We also involved our valuation specialists to assist in evaluating the fair value methodologies used and testing certain assumptions used, including the determination of the weighted average cost of capital.

Acquisition of Gravity Water Intermediate Holdings, LLC

Description of the Matter During 2025, the Company completed its acquisition of Gravity Water Intermediate Holdings, LLC (“Gravity”) for net consideration of approximately $300.8 million as disclosed in Note 3.

The transaction was accounted for as a business combination.

The Company recorded the assets acquired and liabilities assumed based on their respective fair values, including a customer relationships intangible asset of $66.3 million, other intangibles of $31.9 million, and property, plant and equipment of $191.5 million.

Auditing the Company’s determination of the fair value of certain acquired assets was complex due to the estimation required by management and the nature and extent of effort required to audit the fair value.

The audit procedures performed over the Company’s determination of the fair value of the customer relationships intangible asset, other intangible assets, and property, plant and equipment required specialized skill from distinct internal valuation specialists for each of these assets.

Additionally, in determining the fair value of the customer relationships, the audit procedures performed required additional effort because the assumptions used in the estimates prepared by management are generally forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement related to the Company's accounting for business combinations, including management’s controls over its process to estimate the fair value of certain acquired assets and management’s review of the assumptions used as inputs to the fair value calculations.

Our audit procedures included, among others, assessing the appropriateness of the valuation methodologies used, evaluating the assumptions, and evaluating the completeness and accuracy of underlying data supporting the assumptions used in the valuation of the assets acquired.

For example, we compared the assumptions to the historical financial performance of the acquired business, as well as current industry and market data for reasonableness.

We also performed sensitivity analyses on the assumptions, to evaluate the extent of their impact on the fair value calculations.

In addition, we involved our valuation specialists to assist with our evaluation of the methodologies and certain assumptions used by the Company in the valuation of the assets acquired.

/s/ Ernst & Young LLP

4 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Delek US Holdings, Inc.

To the Stockholders and the Board of Directors of Delek US Holdings, Inc.

Opinion on Internal Control over Financial Reporting

2 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of H2O Midstream, which is included in the 2024 consolidated financial statements of the Company and constituted 3.7% of total assets as of December 31, 2024, and 0.2% of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of H2O Midstream.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Gravity, which is included in the 2025 consolidated financial statements of the Company and constituted 4.6% of total assets as of December 31, 2025, and 0.8% of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Gravity.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated February 27, 2026 expressed an unqualified opinion thereon.

27 unchanged sentences

Inventories, net of inventory valuation reserves 726.0 893.2

Current assets of discontinued operations — 41.5

Other current assets 67.5 85.5

8 unchanged sentences

Equity method investments 427.7 392.9

Non-current assets of discontinued operations — 228.1

Other non-current assets 127.1 111.9

4 unchanged sentences

Current portion of long-term debt 9.5 9.5

Current portion of obligation under Inventory Intermediation Agreement — 0.4

Current portion of operating lease liabilities 27.2 43.2

Current liabilities of discontinued operations — 11.5

Accrued expenses and other current liabilities 858.9 649.5

7 unchanged sentences

Operating lease liabilities, net of current portion 46.1 54.8

Non-current liabilities of discontinued operations — 34.3

Other non-current liabilities 98.8 82.6

7 unchanged sentences

( 694.1 ) ( 694.1 )

Retained earnings ( 205.7 ) 430.0

Retained earnings (deficit) ( 311.1 ) ( 205.7 )

Non-controlling interests in subsidiaries 260.8 262.4

21 unchanged sentences

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 expense, 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

1 unchanged sentence

(Loss) income from continuing operations $ ( 0.34 ) $ ( 9.98 ) $ ( 0.11 )

Income from discontinued operations 1.21 0.41 0.35

(Loss) income from discontinued operations ( 0.04 ) 1.21 0.41

Total basic (loss) income per share $ ( 0.38 ) $ ( 8.77 ) $ 0.30

1 unchanged sentence

(Loss) income from continuing operations $ ( 0.34 ) $ ( 9.98 ) $ ( 0.11 )

Income from discontinued operations 1.21 0.41 0.35

(Loss) income from discontinued operations ( 0.04 ) 1.21 0.41

Total diluted (loss) income per share $ ( 0.38 ) $ ( 8.77 ) $ 0.30

9 unchanged sentences

2025 2024 2023

Net (loss) income $ ( 520.9 ) $ 46.7 $ 290.5

Other comprehensive (loss) income:

Net income (loss) $ 43.3 $ ( 520.9 ) $ 46.7

Other comprehensive income (loss):

Postretirement benefit plans:

Unrealized gain (loss) arising during the year related to:

Net actuarial gain (loss) 0.9 0.7 ( 1.9 )

Net actuarial gain — 0.9 0.7

Reclassified to other (income) expense, net:

Gain recognized due to curtailment and settlement 2.1 — —

Amortization of net actuarial gain ( 0.1 ) ( 0.1 ) ( 0.2 )

Net actuarial gain 3.3 — —

Net change related to postretirement benefit plans 5.3 0.8 0.5

Income tax expense (benefit) 0.1 0.1 ( 0.5 )

Net comprehensive gain (loss) on postretirement benefit plans 0.7 0.4 ( 1.4 )

Total other comprehensive income (loss) 0.7 0.4 ( 1.4 )

Comprehensive (loss) income attributable to:

$ ( 520.2 ) $ 47.1 $ 289.1

Non-controlling interest 39.5 26.9 33.4

Income tax expense 1.2 0.1 0.1

Net comprehensive gain on postretirement benefit plans 4.1 0.7 0.4

Total other comprehensive income 4.1 0.7 0.4

Comprehensive income (loss) $ 47.4 $ ( 520.2 ) $ 47.1

Comprehensive income attributable to non-controlling interest 66.1 39.5 26.9

Comprehensive (loss) income attributable to Delek $ ( 18.7 ) $ ( 559.7 ) $ 20.2

4 unchanged sentences

(In millions, except share and per share data)

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

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

Shares Amount Shares Amount

2 unchanged sentences

Net income — — — — 19.8 — — 26.9 46.7 —

Other comprehensive loss related to postretirement benefit plans, net — — — ( 1.4 ) — — — — ( 1.4 ) —

Other comprehensive gain related to postretirement benefit plans, net — — — 0.4 — — — — 0.4 —

Common stock dividends ($ 0.925 per share)

3 unchanged sentences

Repurchase of common stock ( 3,562,767 ) ( 0.1 ) ( 48.1 ) — ( 37.2 ) — — — ( 85.4 ) —

Purchase of Delek common stock from IEP Energy Holding LLC ( 3,497,268 ) — ( 46.0 ) — ( 18.0 ) — — — ( 64.0 ) —

Sale of Delek Logistics common limited partner units, net — — 8.5 — — — — 5.1 13.6 —

Issuance of Delek Logistic common limited partner units, net — — — — — — — 3.1 3.1 —

Taxes paid due to the net settlement of equity-based compensation — — ( 4.5 ) — — — — ( 0.7 ) ( 5.2 ) —

6 unchanged sentences

(In millions, except share and per share data)

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

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

Shares Amount Shares Amount

Balance at December 31, 2023 81,539,871 $ 0.8 $ 1,113.6 $ ( 4.8 ) $ 430.0 ( 17,575,527 ) $ ( 694.1 ) $ 114.2 $ 959.7 $ —

Net income — — — — 19.8 — — 26.9 46.7 —

Net (loss) income — — — — ( 560.4 ) — — 39.5 ( 520.9 ) —

Other comprehensive gain related to postretirement benefit plans, net — — — 0.7 — — — — 0.7 —

4 unchanged sentences

Repurchase of common stock ( 2,168,196 ) — ( 31.7 ) — ( 9.8 ) — — — ( 41.5 ) —

Equity attributable to issuance of Delek Logistics common limited partner units, net of tax — — 103.9 — — — — 165.6 269.5 —

Taxes paid due to the net settlement of equity-based compensation — — ( 5.5 ) — — — — ( 1.0 ) ( 6.5 ) —

Exercise of equity-based awards 589,300 — — — — — — — — —

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

Redemption of Delek Logistics preferred units — — — — ( 0.8 ) — — — ( 0.8 ) ( 70.0 )

Other 167,019 — 3.0 — ( 0.5 ) — — ( 0.3 ) 2.2 —

4 unchanged sentences

(In millions, except share and per share data)

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

Shares Amount Shares Amount

6 unchanged sentences

Equity-based compensation expense — — 84.6 — — — — 2.1 86.7 —

Equity attributable to issuance of Delek Logistics common units for the Gravity Acquisition, net of tax — — 55.4 — — — — 20.9 76.3 —

Repurchase of common stock ( 3,839,968 ) — ( 59.9 ) — ( 19.5 ) — — — ( 79.4 ) —

1 unchanged sentence

Exercise of equity-based awards 902,384 — — — — — — — — —

Equity attributable to issuance of Delek Logistics common limited partner units, net of tax — — 103.9 — — — — 165.6 269.5 —

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

Redemption of Delek Logistics preferred units — — — — ( 0.8 ) — — — ( 0.8 ) ( 70.0 )

Other 167,037 — 4.5 — ( 1.1 ) — — ( 2.0 ) 1.4 —

8 unchanged sentences

Cash flows from operating activities:

Net (loss) income $ ( 520.9 ) $ 46.7 $ 290.5

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss) $ 43.3 $ ( 520.9 ) $ 46.7

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 397.8 374.5 339.5

6 unchanged sentences

Loss on extinguishment of debt — 3.6 —

Equity-based compensation expense 33.8 27.5 29.1

Income from discontinued operations, including gain on sale of discontinued operations, net ( 77.2 ) ( 27.1 ) ( 25.1 )

Equity-based and non-cash compensation expense 86.7 33.8 27.5

Loss (income) from discontinued operations 2.4 ( 77.2 ) ( 27.1 )

Other 15.9 0.5 5.0

6 unchanged sentences

Non-current assets and liabilities, net ( 11.7 ) ( 94.4 ) ( 16.0 )

Cash (used in) provided by operating activities - continuing operations ( 83.7 ) 979.0 393.7

Cash provided by operating activities - discontinued operations 16.9 34.6 31.6

Net cash (used in) provided by operating activities ( 66.8 ) 1,013.6 425.3

Cash provided by (used in) operating activities - continuing operations 538.2 ( 83.7 ) 979.0

Cash (used in) provided by operating activities - discontinued operations ( 2.4 ) 16.9 34.6

Net cash provided by (used in) operating activities 535.8 ( 66.8 ) 1,013.6

Cash flows from investing activities:

Business Combinations ( 182.5 ) — ( 625.6 )

Business combination, net of cash acquired ( 181.2 ) ( 182.5 ) —

Equity method investment contributions ( 2.1 ) ( 19.1 ) —

17 unchanged sentences

Proceeds from Inventory Intermediation Agreement — — 32.2

Repayments on Inventory Intermediation Agreement ( 193.2 ) — —

Proceeds from termination of Supply & Offtake Obligation — — 25.8

Taxes paid due to the net settlement of equity-based compensation ( 6.5 ) ( 5.2 ) ( 6.5 )

Repurchase of common stock ( 79.4 ) ( 41.5 ) ( 85.4 )

Distribution to non-controlling interest ( 87.1 ) ( 56.8 ) ( 38.6 )

Proceeds from sale of Delek Logistics common limited partner units, net — — 16.4

Proceeds from issuance of Delek Logistic common limited partner units, net — 297.9 —

Purchase of Delek common stock from IEP Energy Holding LLC — — ( 64.0 )

Redemption of Delek Logistics preferred units — ( 70.8 )

Payment of debt extinguishment costs ( 0.3 ) — —

Dividends paid ( 62.0 ) ( 64.2 ) ( 60.3 )

Deferred financing costs paid ( 10.7 ) ( 18.2 ) ( 4.6 )

Other ( 11.2 ) ( 6.8 ) ( 5.2 )

Cash provided by (used in) financing activities - continuing operations 52.3 221.7 ( 624.7 )

Net used in financing activities 221.7 ( 624.7 ) 491.1

Net cash provided by (used in) financing activities 52.3 221.7 ( 624.7 )

Net decrease in cash and cash equivalents ( 109.8 ) ( 86.6 ) ( 19.1 )

6 unchanged sentences

(In millions)

Year Ended December 31,

2025 2024 2023

Supplemental disclosures of cash flow information:

5 unchanged sentences

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

Increase (decrease) in accrued capital expenditures $ 14.9 $ ( 27.6 ) $ 34.8

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

(Decrease) increase in accrued capital expenditures $ ( 7.9 ) $ 14.9 $ ( 27.6 )

Non-cash financing activities:

Non-cash lease liability arising from obtaining right-of-use assets during the period $ 56.5 $ 16.0 $ 55.9

Non-cash right of use asset decrease due to lease termination during the period $ ( 4.4 ) $ — $ —

See accompanying notes to the consolidated financial statements

17 unchanged sentences

Our consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), which is a variable interest entity ("VIE").

As the indirect owner of the general partner of Delek Logistics, we have the ability to direct the activities of this entity that most significantly impact its economic performance.

We are also considered to be the primary beneficiary for accounting purposes for this entity and are Delek Logistics' primary customer.

As the indirect owner of the general partner of Delek Logistics, we have the ability to direct the activities of this entity that most significantly impact its economic performance and we are considered to be the primary beneficiary of the entity for accounting purposes.

If Delek Logistics incurs a loss, our operating results will reflect such loss, net of intercompany eliminations, to the extent of our ownership interest in this entity.

3 unchanged sentences

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

Having classified the Retail Stores as discontinued operations, the consolidated balance sheets for all periods presented have been reclassified to reflect discontinued operations assets and discontinued operations liabilities.

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

See Note 5 for further information regarding discontinued operations.

Segment Reporting

5 unchanged sentences

• convenience store retailing.

Having classified the Retail Stores as discontinued operations, Retail is no longer a reportable segment.

Having previously closed on the sale of the Retail Stores, Retail is no longer a reportable segment and we operate under the Refining and Logistics segments.

Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which primarily consists of the following:

20 unchanged sentences

Our allowance for doubtful accounts is reflected as a reduction of accounts receivable in the consolidated balance sheets.

No customer accounted for more than 10 % of our consolidated accounts receivable balance as of December 31, 2024 and one customer as of December 31, 2023.

No customer accounted for more than 10% of consolidated net sales for the year ended December 31, 2024.

One customer accounted for $ 4.0 billion and $ 3.9 billion of net sales which was more than 10 % of consolidated net sales for the years ended December 31, 2023 and 2022, respectively, and was recognized in the Refining segment.

No customer accounted for more than 10% of our consolidated accounts receivable balance as of December 31, 2025 and 2024.

No customer accounted for more than 10% of consolidated net sales for the year ended December 31, 2025 and 2024.

One customer accounted for $ 4.0 billion of net sales, which was more than 10 % of consolidated net sales for the year ended December 31, 2023, and was recognized in the Refining segment.

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

8 unchanged sentences

Betterments, renewals and extraordinary repairs that extend the life of an asset are capitalized.

Delek capitalizes interest on capital projects associated with the refining and logistics segments.

Delek capitalizes interest on capital projects.

Maintenance and repairs are charged to expense as incurred.

13 unchanged sentences

Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment in connection with our evaluation of long-lived assets as events and circumstances indicate that the asset might be impaired.

Long-Lived Assets and Other Intangibles Impairment

Long-lived assets held and used and other intangibles are evaluated for impairment whenever indicators of impairment exist.

3 unchanged sentences

These impairment charges are included in asset impairment in our consolidated statements of income.

There was $ 31.3 million and $ 23.1 million impairment related to property, plant and equipment, other non-current assets and right-of-use assets for the years ended December 31, 2024 and 2023, respectively.

There were no impairment charges for the year ended December 31, 2022.

See Note 20 and Note 25 for further information on our asset impairment charges.

There was $ 17.7 million, $ 31.3 million and $ 23.1 million impairment related to property, plant and equipment, other non-current assets, and right-of-use assets for the years ended December 31, 2025, 2024, and 2023, respectively.

See Note 13, Note 20 and Note 25 for further information on our asset impairment charges.

Equity Method Investments

30 unchanged sentences

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.

Our annual assessment of goodwill resulted in an impairment of $ 212.2 million and $ 14.8 million during the years ended December 31, 2024 and 2023, respectively.

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

Our annual assessment of goodwill resulted in no impairment for year ended December 31, 2025 and $ 212.2 million and $ 14.8 million during the years ended December 31, 2024 and 2023, respectively.

Details of remaining goodwill balances by segment are included in Note 17.

28 unchanged sentences

We account for the market-indexed obligations under our Intermediation Agreements as product (in this case, crude oil and refined product inventory) financing arrangements under the fair value option pursuant to ASC 825 and the fair value guidance provided by ASC 820, and recognize all changes in the fair value in cost of materials and other in the accompanying statements of income.

Prior to December 30, 2022, Delek had Supply and Offtake Agreements (the "Supply and Offtake Agreements" or the "J.

Aron Agreements") with J.

Aron & Company ("J.

Aron") with similar terms.

See Notes 10 and 13 for further discussion.

14 unchanged sentences

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

Therefore, the sum of our individual obligated parties’ Net RINs Obligations as well as RINs held by our non-obligated parties which meet our recognition criteria, comprises the Company’s “Consolidated Net RINs Obligation.” For all periods presented in these consolidated financial statements, the individual obligation relating to a specific category and vintage requirements under RFS-2 comprising our Consolidated Net RINs Obligation are subject to market risk and meet the criteria set forth above.

Therefore, we have elected to apply the fair value option to our Consolidated Net RIN Obligation, using the fair value guidance provided by ASC 820.

Recognition of production-related RINs Obligation expense reflects the accrual of our RINs Obligation based on the current period production using current market price of RINs.

We record fair value adjustments to the RINs Obligation to reflect the ending market price of the underlying RINs relating to RINs Obligation incurred on previous production that is still outstanding.

Therefore, the sum of our individual obligated parties’ Net RINs Obligations as well as RINs held by our non-obligated parties which meet our recognition criteria, comprises the Company’s “Consolidated Net RINs Obligation.” The Consolidated Net RINs Obligation may be a surplus ("Consolidated Net RIN surplus") or deficit ("Consolidated Net RIN deficit") at the end of each reporting period depending on the amount of RINs held on a consolidated basis and the amount owed to the EPA.

When there is a Consolidated Net RIN deficit, we have elected to apply the fair value option using the fair value guidance provided by ASC 820, as the individual obligation relating to a specific category and vintage requirements under RFS-2 comprising our Consolidated Net RINs deficit are subject to market risk and meet the criteria set forth above.

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

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

Recognition of production-related RINs Obligation expense, charged to cost of materials and other in the consolidated statements of income, reflects the accrual of our Consolidated Net RINs Obligation based on the current period production using current market price of RINs.

We record fair value adjustments to the RINs Obligation to reflect the ending market price of the underlying RINs relating to RINs Obligation

incurred on previous production that is still outstanding.

We also may have changes in fair value attributable to changes in other observable market inputs, such as changes in volumetric expectations for obligation years where the volumetric rates have not yet been enacted.

57 unchanged sentences

Credit Losses

Under ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), as codified in ASC 326, Financial Instruments - Credit Losses ("ASC 326"), we have applied the expected credit loss model for recognition and measurement of impairments in financial assets measured at amortized cost or at fair value through other comprehensive income including accounts receivables.

The expected credit loss model is also applied for notes receivables and contractual holdbacks to which ASU 2016-13 applies and which are not accounted for at fair value through profit or loss.

Under ASC 326, Financial Instruments - Credit Losses ("ASC 326"), we apply the expected credit loss model for recognition and measurement of impairments in financial assets measured at amortized cost or at fair value through other comprehensive income including accounts receivables.

The expected credit loss model is also applied for notes receivables and contractual holdbacks which are not accounted for at fair value through profit or loss.

The loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses.

31 unchanged sentences

For all leases that include fixed rental rate increases, these are included in our fixed lease payments.

Our leases may include variable payments, based on changes on price or other indices, that are expensed as incurred.

Our leases may include variable payments, based on changes in price or other indices, that are expensed as incurred.

Delek calculates the total lease expense for the entire noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised, and records lease expense on a straight-line basis in the accompanying consolidated statements of income.

1 unchanged sentence

A corresponding right-of-use asset is recognized based on the lease liability and adjusted for certain costs and prepayments.

The Company does not present finance lease right-of-use assets and lease liabilities separately on the statement of financial position.

Finance lease right-of-use assets are included in Other non-current assets.

The current portion of finance lease liabilities is included in Accrued expenses and other current liabilities, and the non-current portion is included in Other long-term liabilities.

The right-of-use asset is amortized over the noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised.

For substantially all classes of underlying assets, we have elected the practical expedient not to separate lease and non-lease components, which allows us to combine the components if certain criteria are met.

For substantially all classes of underlying assets, we have elected the practical expedient not to

separate lease and non-lease components, which allows us to combine the components if certain criteria are met.

See Note 25 for further information.

4 unchanged sentences

Finally, ASC 740 requires an annual tabular roll-forward of unrecognized tax benefits.

In August 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law.

One of the aspects of the Act was the introduction of a 1% excise tax on certain corporate stock buybacks.

More specifically, the Act would impose a nondeductible 1% excise tax on the fair market value of certain stock that is “repurchased” during the taxable year by a publicly traded U.S.

corporation or acquired by certain of its subsidiaries.

The taxable amount is reduced by the fair market value of certain issuances of stock throughout the year.

The Act also imposes a 15% corporate minimum tax and extends and expands tax incentives for clean energy.

The Act has not had any material impacts to the Company.

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

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

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

We have recognized the effects of the OBBBA provisions in our financial results to the extent they are applicable to the year ended December 31, 2025.

We will continue to evaluate the potential future impacts of these legislative changes as additional guidance becomes available.

Equity-Based Compensation

20 unchanged sentences

We straight-line amortize prior service costs and actuarial gains and losses over the average future service of members expected to receive benefits and use a 10 % corridor in regards to the actuarial gains and losses.

In 2025, we terminated the Alon USA Pension Plan by purchasing annuity contracts or making lump sum payments, at the discretion of the plan participants, and settled the majority of our existing pension obligations.

See Note 23 for more information regarding our postretirement benefits.

2 unchanged sentences

New Accounting Pronouncements Adopted During 2025

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets.

The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted the provisions of ASU 2023-07 in the fourth quarter of 2024 and resulted in additional segment reporting disclosure requirements but did not have a significant impact on our consolidated financial statements.

See Note 4 for further information.

ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements

In March 2024, the FASB issued ASU 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification.

The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature.

ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company adopted the provisions of ASU 2024-02 in the third quarter of 2024, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures.

ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06").

The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations.

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Company adopted the provisions of ASU 2023-06 in 2024, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures.

Accounting Pronouncements Not Yet Adopted

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03").

ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations.

This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted on either a prospective or retrospective basis.

The adoption will not affect our financial position or our results of operations, but will result in additional disclosures.

ASU 2023-09, Income Taxes(Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09 Income Taxes(Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 Income Taxes(Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

2 unchanged sentences

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis with the option to apply the standard retrospectively.

The adoption did not affect our financial position or our results of operations, but resulted in additional disclosures.

Accounting Pronouncements Not Yet Adopted

ASU 2025-12, Codification Improvements

In December 2025, The FASB issued ASU 2025-12 Codification Improvements ("ASU 2025-12").

This update addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260 retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

The adoption of ASU 2025-12 will not affect our financial position or our results of operations, but could impact disclosures.

ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements

In December 2025, The FASB issued ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements ("ASU 2025-11"), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is subject to Topic 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

The adoption of ASU 2025-11 will not affect our financial position or our results of operations, but could impact disclosures.

ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a VIE

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

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

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

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date.

The adoption of ASU 2025-03 will not affect our financial position or our results of operations, but could impact future business combinations.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03").

This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted on either a prospective or retrospective basis.

The adoption will not affect our financial position or our results of operations, but will result in additional disclosures.

Gravity Acquisition

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

On January 2, 2025, Delek Logistics purchased 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) 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 consisting of a cash deposit of $ 22.8 million paid in December 2024 upon execution of the purchase agreement and $ 186.5 million paid at closing on January 2, 2025, and 2,175,209 of Delek Logistics’ common units.

For the year ended December 31, 2025, we incurred $ 5.0 million in incremental direct acquisition and integration costs that principally consist of legal, advisory, and other professional fees.

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

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

Our results of operations included revenue and net income of $ 90.1 million and $ 29.2 million, respectively, for the period from January 2, 2025, through December 31, 2025, related to these operations.

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

Determination of Purchase Price

The table below presents the purchase price (in millions):

Base purchase price:

Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)

V arious closing adjustments

Adjusted purchase price $ 300.8

Cash paid $ 209.3

Fair value of common units issued (1)

Purchase price $ 300.8

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

Purchase Price Allocation

The following table summarizes the fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in millions):

Assets acquired:

Cash and cash equivalents $ 5.3

Accounts receivables 16.4

Inventories 1.8

Other current assets 1.7

Property, plant and equipment 191.5

Operating lease right-of-use assets 0.1

Other intangibles (1)

Other non-current assets 0.1

Total assets acquired 315.1

Liabilities assumed:

Accounts payable 2.5

Accrued expenses and other current liabilities 5.7

Current portion of operating lease liabilities 0.1

Asset retirement obligations 6.0

Total liabilities assumed 14.3

Fair value of net assets acquired $ 300.8

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

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

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

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

Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence.

We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.

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

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

For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.

Fair Value Adjustments

During the year ended December 31, 2025, the Partnership recorded the following fair value adjustments to the preliminary purchase price allocation, based on new information about facts and circumstances that existed as of the acquisition date:

Balance Sheet Description Preliminary Value Final Value Change

Property, plant and equipment $ 208.3 $ 191.5 $ ( 16.8 )

Other intangibles $ 82.6 $ 98.2 $ 15.6

Asset retirement obligations $ 7.2 $ 6.0 $ ( 1.2 )

Unaudited Pro Forma Financial Information

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

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

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

The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition.

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

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

Year Ended December 31,

(in millions) 2025 2024

Net revenues $ 10,722.9 $ 11,970.5

Income (loss) from continuing operations, net of tax $ ( 17.9 ) $ ( 633.1 )

H2O Midstream

The H2O Midstream Acquisition included water disposal and recycling operations in the Midland Basin in Texas for total consideration of $ 229.7 million, subject to customary adjustments for net working capital ("H2O Transaction").

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

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

See Note 7 for further information on Preferred Units.

See Note 7 for further information on the Preferred Units.

The cash portion was financed through a combination of cash on hand and borrowings under the Delek Logistics' Credit Facility (as defined in Note 11).

For the year ended December 31, 2024, we incurred $ 7.4 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

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

Our consolidated financial and operating results reflect the H2O Midstream Acquisition operations beginning September 11, 2024.

Our results of operations included revenue and net income of $ 19.5 million and $ 8.3 million, respectively, for the period from September 11, 2024 through December 31, 2024 related to these operations.

The H2O Midstream Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values.

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

Determination of Purchase Price

The table below represents the estimated purchase price (in millions):

The table below represents the purchase price (in millions):

Base purchase price:

Adjusted Net Working Capital (as defined in the H2O Purchase Agreement)

various closing adjustments

V arious closing adjustments

Adjusted purchase price $ 229.7

1 unchanged sentence

Fair value of Preferred Units issued 70.0

Preliminary purchase price $ 229.7

Purchase price $ 229.7

Purchase Price Allocation

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

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

Assets acquired:

15 unchanged sentences

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

• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 24.2 million, which will be amortized over an 13.4 years useful life.

• Rights-of-way intangibles valued at $ 28.5 million, which have an indefinite life.

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

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

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of December 31, 2024.

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

• Customer relationship intangible that is subject to amortization with a fair value of $ 26.3 million, which will be amortized over a 13.4 years useful life.

• Rights-of-way intangibles are valued at $ 28.5 million, which have an indefinite life.

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

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

1 unchanged sentence

We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.

The fair value of customer relationships was based on the income approach.

Key assumptions in the income approach include projected revenue attributable to customer relationships, attrition rate, operating margins and discount rates.

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

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

The fair values of all other current assets and payables were equivalent to their carrying values due to their short-term nature.

The fair values of all other current assets and payables were considered equivalent to their carrying values due to their short-term nature.

Unaudited Pro Forma Financial Information

9 unchanged sentences

(Loss) income from continuing operations, net of tax $ ( 510.1 ) $ 35.6

Delek Delaware Gathering

On June 1, 2022, Delek Logistics acquired 100 % of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC from 3 Bear Energy – New Mexico LLC, related to its crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico (the "Delaware Gathering Acquisition").

The purchase price for Delaware Gathering was $ 628.3 million, which was financed through a combination of cash on hand and borrowings under the Delek Logistics' Revolving Facility (as discussed in Note 11 of these consolidated financial statements).

The Delaware Gathering Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values.

The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.

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

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

21 unchanged sentences

EBITDA attributable to Delek is an important measure used by management to evaluate the financial performance of our core operations.

We define EBITDA attributable to Delek for any period as net income (loss) attributable to Delek plus interest expense, income tax expense (benefit), depreciation and amortization.

As of the fourth quarter of 2025, we define EBITDA attributable to Delek for any period as net income (loss) attributable to Delek plus interest expense, income tax expense (benefit), depreciation, amortization, and proportional interest, taxes, depreciation and amortization of equity method investments.

Segment EBITDA should not be considered a substitute for results prepared in accordance with U.S.

13 unchanged sentences

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

On May 7, 2020, we sold our equity interests in Alon Bakersfield Property, Inc., an indirect wholly-owned subsidiary that owns the non-operating refinery located in Bakersfield, California, to a subsidiary of Global Clean Energy Holdings, Inc.

As part of the transaction, GCE granted a call option to Delek to acquire up to a 33 1/3% limited member interest in the acquiring subsidiary of GCE for up to $ 13.3 million, subject to certain adjustments.

Such option is exercisable by Delek through the 90th day after GCE demonstrates commercial operations, as contractually defined which has not yet occurred as of December 31, 2024.

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

3 unchanged sentences

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

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

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

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

The operating results and assets acquired in the Delaware Gathering Acquisition have been included in the logistics segment beginning on June 1, 2022.

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

Significant Inter-segment Transactions

6 unchanged sentences

Year Ended December 31, 2025

(In millions) Refining (3)

Logistics Corporate,

Other and Eliminations (3) (4)

(In millions) Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 10,209.1 $ 513.8 $ 10,722.9

Inter-segment fees and revenues 342.2 499.5 841.7

640.6 517.8 ( 871.4 ) 287.0

Total revenues $ 11,783.0 $ 940.6 $ ( 871.4 ) $ 11,852.2

Total segment revenues $ 10,551.3 $ 1,013.3 $ 11,564.6

Elimination of inter-segment revenue ( 841.7 )

Total consolidated revenues $ 10,722.9

Cost of materials and other 9,157.4 509.3

1 unchanged sentence

General and administrative expenses 13.6 28.6

Income from equity method investments ( 31.2 ) ( 43.3 ) ( 17.7 ) ( 92.2 )

Proportional EBITDA of equity-method investments ( 30.7 ) ( 88.1 )

Other segment items (3)

( 7.0 ) ( 0.5 )

Segment EBITDA attributable to Delek $ 803.4 $ 395.6 $ 1,199.0

Reconciling items to net loss attributable to Delek

Corporate expenses, eliminations and other (1)

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

Depreciation and amortization 397.8

1 unchanged sentence

Income tax benefit ( 6.8 )

Income from discontinued operations, net of tax ( 77.2 )

Net loss attributable to Delek $ ( 22.8 )

Year Ended December 31, 2025

Refining Logistics Corporate,

Other and Eliminations Consolidated

Depreciation and amortization $ 270.0 $ 138.0 $ ( 10.2 ) $ 397.8

Interest expense, net $ 182.6 $ 66.8 $ 95.9 $ 345.3

Income from equity method investments $ ( 28.0 ) $ ( 61.8 ) $ 0.3 $ ( 89.5 )

Capital spending (excluding business combinations) (2)

1 unchanged sentence

Year Ended December 31, 2024

(In millions) Refining Logistics (3)

Other and Eliminations (3) (4)

(In millions) Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 11,142.4 $ 422.8 $ 11,565.2

Inter-segment fees and revenues 640.6 517.8 1,158.4

828.8 563.8 ( 960.1 ) 432.5

Total revenues $ 16,406.9 $ 1,020.4 $ ( 960.1 ) $ 16,467.2

Total segment revenues $ 11,783.0 $ 940.6 $ 12,723.6

Elimination of inter-segment revenue ( 871.4 )

Total consolidated revenues $ 11,852.2

Cost of materials and other 11,147.4 483.7

1 unchanged sentence

General and administrative expenses 15.2 36.0

Income from equity method investments ( 31.9 ) ( 31.4 ) ( 22.9 ) ( 86.2 )

Proportional EBITDA of equity-method investments ( 32.9 ) ( 59.1 )

Other segment items (3)(4)

213.0 ( 1.2 )

Segment EBITDA attributable to Delek $ ( 156.3 ) $ 358.5 $ 202.2

Reconciling items to net loss attributable to Delek

Corporate expenses, eliminations and other (1)

Proportional interest, taxes, depreciation and amortization of equity-method investments 17.5

Depreciation and amortization 374.5

1 unchanged sentence

Income tax benefit ( 107.9 )

Income from discontinued operations, net of tax ( 27.1 )

Net income attributable to Delek $ 19.8

Capital spending (2)

Net loss attributable to Delek $ ( 560.4 )

Year Ended December 31, 2024

Refining Logistics Corporate,

Other and Eliminations Consolidated

Depreciation and amortization $ 265.5 $ 102.8 $ 6.2 $ 374.5

Interest expense, net $ 81.4 $ 103.1 $ 128.5 $ 313.0

Income from equity method investments $ ( 31.2 ) $ ( 43.3 ) $ ( 17.7 ) $ ( 92.2 )

Capital spending (excluding business combinations) (2)

$ 266.1 $ 140.0 $ 26.6 $ 432.7

Year Ended December 31, 2023

(In millions) Refining Logistics Corporate,

Other and Eliminations (4)

(In millions) Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 15,578.1 $ 456.6 $ 16,034.7

Inter-segment fees and revenues 828.8 563.8 1,392.6

1,032.1 479.4 ( 999.4 ) 512.1

Total revenues $ 19,763.0 $ 1,036.4 $ ( 998.4 ) $ 19,801.0

Total segment revenues $ 16,406.9 $ 1,020.4 $ 17,427.3

Elimination of inter-segment revenue ( 960.1 )

Total consolidated revenues $ 16,467.2

Cost of materials and other 15,242.3 532.6

1 unchanged sentence

General and administrative expenses 31.2 24.8

Income from equity method investments ( 18.5 ) ( 31.7 ) ( 7.5 ) ( 57.7 )

Proportional EBITDA of equity-method investments ( 33.8 ) ( 38.2 )

Other segment items (3)(4)

( 14.6 ) 13.3

Segment EBITDA attributable to Delek $ 562.6 $ 369.8 $ 932.4

Reconciling items to net income attributable to Delek

Corporate expenses, eliminations and other (1)

Proportional interest, taxes, depreciation and amortization of equity-method investments 8.7

Depreciation and amortization 339.5

Interest expense, net 318.0

Income tax expense 56.4

Income from discontinued operations, net of tax ( 25.1 )

Income tax benefit ( 3.0 )

Net income attributable to Delek $ 19.8

Capital spending (excluding business combinations) (2)

Year Ended December 31, 2023

Refining Logistics Corporate,

Other and Eliminations Consolidated

Depreciation and amortization $ 234.2 $ 92.4 $ 12.9 $ 339.5

Interest expense, net $ 42.3 $ 143.2 $ 132.5 $ 318.0

Income from equity method investments $ ( 31.9 ) $ ( 31.4 ) $ ( 22.9 ) $ ( 86.2 )

Capital spending (2)

$ 246.9 $ 81.3 $ 31.1 $ 359.3

(1) Intercompany fees and sales for the refining segment include revenues of $ 287.0 million, $ 432.5 million and $ 512.1 million during the years ended December 31, 2024, 2023 and 2022, respectively, to the Retail Stores, the operations of which are reported in discontinued operations.

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

“Corporate expenses, eliminations and other” are included in the tables above to reconcile total Segment EBITDA attributable to Delek to the Company’s net (loss) income attributable to Delek.

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

Capital spending excludes capital spending associated with the Retail Stores of $ 14.0 million, $ 29.8 million and $ 34.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Capital spending excludes capital spending associated with the Retail Stores of $ 14.0 million and $ 29.8 million during the years ended December 31, 2024 and 2023, respectively.

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

(4) For the year ended December 31, 2024, includes a $ 212.2 million goodwill impairment charge and a $ 22.1 million impairment charge related to the idling of the biodiesel facilities for the Refining segment and a $ 9.2 million impairment charge related to certain pipeline assets for Corporate, Other and Eliminations.

1 unchanged sentence

Refer to Note 17 - Goodwill and Intangible Assets and Note 20 - Restructuring and Other Charges for further information.

(4) The corporate, other and eliminations segment operating results for the years ended December 31, 2024, 2023 and 2022 have been restated to reflect the reclassification of the Retail Stores to discontinued operations.

(5) Other segment items include asset impairment, insurance proceeds, other operating (income) expense, net, other (income) expense, net, and net income attributed to non-controlling interests.

Discontinued Operations

6 unchanged sentences

The Retail Transaction resulted in a gain on sale of the Retail Stores, before income tax, of $ 97.5 million.

The proceeds and related Retail Transaction sale gain may be adjusted in future periods based on provisions of the Retail Purchase Agreement that allow for adjustments of working capital amounts and other miscellaneous items subsequent to transaction closing date of September 30, 2024.

The Retail Transaction includes a long-term agreement whereby Delek will sell to FEMSA certain motor fuel products for use at the Retail Stores.

2 unchanged sentences

The associated obligation bears interest and must be fully exhausted after six years from the close of the sale.

The carrying amount of the major classes of assets and liabilities of the Retail Stores included in assets and liabilities of discontinued operations are as follows (in millions):

December 31, 2023

Assets of discontinued operations:

Cash and cash equivalents $ 0.4

Inventories 40.7

Other current assets 0.4

Property, plant and equipment, net 148.9

Operating lease right-of-use assets 26.7

Goodwill 41.9

Other intangibles, net 8.5

Other non-current assets 2.1

Assets of discontinued operations $ 269.6

Liabilities of discontinued operations:

Accrued expenses and other current liabilities $ 6.9

Current portion of operating lease liabilities 4.6

Asset retirement obligations 6.9

Operating lease liabilities, net of current portion 25.5

Other non-current liabilities 1.9

Liabilities of discontinued operations $ 45.8

At December 31, 2025, the remaining obligation was $ 31.9 million.

Once the Retail Stores were identified as assets held for sale, the operations associated with these properties qualified for reporting as discontinued operations.

1 unchanged sentence

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

December 31, 2024 December 31, 2023 December 31, 2022

Year Ended December 31,

2025 2024 2023

Net revenues $ — $ 612.0 $ 882.7

4 unchanged sentences

Other operating income, net 1.0 0.3

Interest (expense) income, net ( 0.1 ) ( 0.2 ) 0.5

Interest expense, net — ( 0.1 ) ( 0.2 )

Other income, net — 0.1 0.2

Gain on sale of Retail Stores — 97.5 —

Income from discontinued operations before taxes 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

(Loss) Income from discontinued operations before taxes ( 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

Earnings (Loss) Per Share

6 unchanged sentences

Numerator for EPS - continuing operations

Net (loss) income from continuing operations $ ( 598.1 ) $ 19.6 $ 265.4

Net income (loss) from continuing operations $ 45.7 $ ( 598.1 ) $ 19.6

Income from continuing operations attributed to non-controlling interests 66.1 39.5 26.9

1 unchanged sentence

Numerator for EPS - 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

(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

Weighted average common shares outstanding (denominator for basic EPS) 60,703,554 63,882,219 65,406,089

3 unchanged sentences

(Loss) income from continuing operations $ ( 0.34 ) $ ( 9.98 ) $ ( 0.11 )

Income from discontinued operations 1.21 0.41 0.35

(Loss) income from discontinued operations ( 0.04 ) 1.21 0.41

Total basic (loss) income per share $ ( 0.38 ) $ ( 8.77 ) $ 0.30

1 unchanged sentence

(Loss) income from continuing operations $ ( 0.34 ) $ ( 9.98 ) $ ( 0.11 )

Income from discontinued operations 1.21 0.41 0.35

(Loss) income from discontinued operations ( 0.04 ) 1.21 0.41

Total diluted (loss) income per share $ ( 0.38 ) $ ( 8.77 ) $ 0.30

5 unchanged sentences

Delek Logistics is a publicly traded limited partnership formed by Delek in 2012 that owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets.

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

Many of Delek Logistics' assets are integral to Delek’s refining and marketing operations.

As of December 31, 2025, we owned a 63.3 % interest in Delek Logistics, consisting of 33,868,203 common limited partner units and the non-economic general partner interest.

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

We also recorded a redeemable non-controlling interest related to Delek Logistics’ preferred units.

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

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

On 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.

These transactions are eliminated in consolidation but are reflected as inter-segment transactions between our Refining and Logistics segments.

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.

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 or sale of substantially all assets involving Delek Logistics and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.

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

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

See Note 3 - Acquisitions for additional information.

1 unchanged sentence

See Note 3 - Acquisitions for additional information.

On June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of Delek Logistics, completed the Delaware Gathering Acquisition related to crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin in New Mexico.

The purchase price was $ 628.3 million.

See Note 3 - Acquisitions for additional information.

Delek Permian Gathering Dropdown

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

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

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

Wink to Webster Dropdown

On August 5, 2024, we contributed all of our 50 % investment in HoldCo which 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.

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

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

Prior periods have not been recast in our Segment Data in Note 4, as this asset did not constitute a business in accordance with ASC 805, Business Combinations , and the transaction was accounted for as an acquisition of assets between entities under common control and we did not record a gain or loss.

Prior periods have not been recast in our Segment Data in Note 4, as this asset did not constitute a business in accordance with ASC 805, and the transaction was accounted for as an acquisition of assets between entities under common control and we did not record a gain or loss.

See Note 8 for further information.

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

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

Underwriting discounts totaled $ 6.6 million.

On April 25, 2024, Delek Logistics filed a shelf registration statement with the SEC, which provides the partnership the ability to offer up to $ 500.0 million of its common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and its capital needs.

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

These transactions are eliminated in consolidation but are reflected as inter-segment transactions between our Refining and Logistics segments.

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.

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

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 transaction closed in January 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.

These transactions with Delek Logistics will be eliminated in consolidation.

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.

1 unchanged sentence

Underwriting discounts totaled $ 5.5 million.

As a result of these common unit issuances and our resulting Delek Logistics ownership change, we adjusted additional paid-in capital and equity attributable to Delek Logistics’ non-controlling interest holders to reallocate Delek Logistics' equity among its unitholders.

On November 14, 2022, Delek Logistics entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (the “Manager”) under which we may issue and sell, from time to time, to or through the Manager, as sales agent and/or principal, as applicable, common units representing limited partner interests, having an aggregate offering price of up to $ 100.0 million.

The Equity Distribution Agreement provides us the right, but not the obligation, to sell common units in the future, at prices we deem appropriate.

The net proceeds from any sales under this agreement will be used for general partnership purposes.

For the year ended December 31, 2022, we sold 59,192 common units under the Equity Distribution Agreement for net proceeds of $ 3.1 million.

Underwriting discounts were immaterial.

No common units were sold for the years ended December 31, 2024 and 2023.

On December 20, 2021, Delek commenced a program to sell up to 434,590 common limited partner units representing limited partner interests in Delek Logistics over the next three months in open market transactions conducted pursuant to Rule 144 under the Securities Act of 1933, as amended, and a Rule 10b5-1 trading plan.

For the year ended December 31, 2022, we sold 385,522 for gross proceeds of $ 16.4 million ($ 13.6 million, net of taxes).

No common units were sold for the years ended December 31, 2024 and 2023.

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

Underwriting discounts totaled $ 6.6 million.

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

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

During the 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.

No common units were repurchased for the year ended December 31, 2024.

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

Consolidated VIE

19 unchanged sentences

Total assets $ 2,779.3 $ 2,041.6

LIABILITIES AND EQUITY (DEFICIT)

LIABILITIES AND EQUITY

Accounts payable $ 292.9 $ 41.4

Current portion of long-term debt — 30.0

Current portion of operating lease liabilities 3.0 5.3

4 unchanged sentences

Other non-current liabilities 44.4 20.3

Equity (deficit) 35.5 ( 161.9 )

Total liabilities and equity (deficit) $ 2,041.6 $ 1,642.2

Equity 6.1 35.5

Total liabilities and equity $ 2,779.3 $ 2,041.6

Equity Method Investments

Delek Logistics Investments

On August 1, 2024, Delek purchased an additional 0.6 % indirect investment in Wink to Webster Pipeline LLC ("WWP") 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 WWP 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.

The transaction was accounted for as an acquisition of assets between entities under common control.

The operating results of HoldCo are now reported in our Logistics segment.

Previously, they were reported as part of Corporate, Other and Eliminations.

Delek Logistics has a 50 % investment in HoldCo which includes a 15.6 % indirect interest in the WWP joint venture and related joint venture indebtedness.

HoldCo was originally formed by Delek and MPLX Operations LLC ("MPLX") to obtain financing and fund capital calls associated with our collective and contributed interests in the WWP joint venture.

8 unchanged sentences

As of December 31, 2025, and December 31, 2024, Delek's investment balance in Red River totaled $ 132.1 million and $ 136.5 million, respectively.

In addition, Delek Logistics has two other pipeline joint ventures in which it owns a 50 % membership interest in the entity formed with an affiliate

of Plains All American Pipeline, L.P.

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

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

3 unchanged sentences

As of December 31, 2025, and December 31, 2024, Delek's investment balance in these joint ventures was $ 87.6 million and $ 75.7 million, respectively.

Summarized Financial Information

Combined summarized financial information for our equity method investees on a 100% basis is shown below (in millions):

As of December 31, 2024 As of December 31, 2023

Current assets $ 147.5 $ 147.5

Non-current assets $ 1,361.2 $ 1,361.2

Current liabilities $ 77.9 $ 77.9

Non-current liabilities $ 485.3 $ 485.3

Year Ended December 31,

2024 2023 2022

Revenues $ 550.0 $ 471.3 $ 441.8

Gross profit $ 255.9 $ 169.7 $ 165.6

Operating income $ 231.4 $ 215.8 $ 147.4

Net income $ 205.0 $ 189.3 $ 130.3

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

These investments are included in Refining in our segment disclosure.

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

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

11 unchanged sentences

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

For the years ended December 31, 2024, 2023 and 2022, we recognized a net reduction (increase) in cost of materials and other in the accompanying consolidated statements of income related to the change in pre-tax inventory valuation of $ 10.7 million, $( 0.4 ) million and $( 1.9 ) million, respectively.

For the years ended December 31, 2025, 2024 and 2023, we recognized a net (increase) reduction in cost of materials and other in the accompanying consolidated statements of income related to the change in pre-tax inventory valuation of $( 0.7 ) million, $ 10.7 million and $( 0.4 ) million, respectively.

Inventory Intermediation Obligations

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

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

As of December 31, 2025 As of December 31, 2024

3 unchanged sentences

Total obligations under Inventory Intermediation Agreement $ 119.5 $ 408.7

Other payable (receivable) for monthly activity true-up $ 20.2 $ ( 9.3 )

Other payable for monthly activity true-up $ 3.4 $ 20.2

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

9 unchanged sentences

Pursuant to the Inventory Intermediation Agreement, Citi will (i) purchase from and sell to DKTS crude oil and other petroleum feedstocks in connection with refining processing operations at El Dorado, Big Spring, and Krotz Springs, (ii) purchase from and sell to DKTS all refined products produced by such refineries other than certain excluded products and (iii) in connection with such purchases and sales, DKTS will enter into certain market risk hedges in each case, on the terms and subject to certain conditions.

The Inventory Intermediation Agreement results in up to $ 800 million of working capital capacity for DKTS.

On December 21, 2023, DKTS amended the Inventory Intermediation Agreement to among other things, (i) extend the term of the Inventory Intermediation Agreement from December 30, 2024 to January 31, 2026, (ii) reduce Citi’s unilateral term extension option from a twelve month extension period to a six month extension period and (iii) increase the amount of the payment deferral mechanism from $ 70 million to $ 250 million.

As of December 31, 2024 and December 31, 2023, we had letters of credit outstanding of $ 200.0 million and $ 230.0 million, respectively, supporting the Inventory Intermediation Agreement.

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

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

As of December 31, 2024 and December 31, 2023, the volumes subject to the Inventory Intermediation Agreement totaled 5.5 million barrels and 5.4 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels.

Prior to December 30, 2022, Delek had Supply and Offtake Agreements with J.

The Inventory Intermediation Agreement replaced the Supply and Offtake Agreements that expired on December 30, 2022.

The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by ASC 815 and ASC 825.

3 unchanged sentences

The remaining obligation resulting from our monthly activity, including long and short inventory positions valued at market-indexed pricing, are included in current liabilities (or receivables) on our consolidated balance sheets.

On December 21, 2023, DKTS amended the Inventory Intermediation Agreement to among other things, (i) reduce Citi’s unilateral term extension option from a twelve month extension period to a six month extension period and (ii) increase the amount of the payment deferral mechanism from $ 70 million to $ 250 million.

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

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.

In the fourth quarter of 2025, DKTS exercised their optionality to exclude certain volumes related to the agreement and repaid Citi $ 193.2 million of the base layer obligation.

This repayment is recorded as a financing outflow on the consolidated statement of cash flow.

As of December 31, 2025, and December 31, 2024, the volumes subject to the Inventory Intermediation Agreement totaled 1.8 million barrels and 5.5 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation.

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

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

With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in fair value due to commodity-index price totaling $ 60.0 million and $( 7.7 ) million during the years ended December 31, 2025 and 2024, respectively.

Supply & Offtake Agreements

Prior to December 30, 2022, Delek was a party to Supply and Offtake Agreements with J.

Aron in connection with its El Dorado, Big Spring and Krotz Springs refineries.

Pursuant to the Supply and Offtake Agreements, (i) J.

Aron agreed to sell to us, and we agreed to buy from J.

Aron, at market prices, crude oil for processing at these refineries and (ii) we agreed to sell, and J.

Aron agreed to buy, at market prices, certain refined products produced at these refineries.

The repurchase of Baseline Volumes at the end of the Supply and Offtake Agreement term (representing the "Baseline Step-Out Liability" or, collectively, the "Baseline Step-Out Liabilities") continued to be recorded at fair value under the fair value election included under ASC 815 and ASC 825.

The Baseline Step-Out Liabilities had a floating component whose fair value reflected changes to commodity price risk with changes in fair value recorded in cost of materials.

For the year ended December 31, 2022, we recognized gains in cost of materials and other attributable to changes in fair value due to commodity-index price totaling $ 63.0 million.

See Note 13 for discussion of gains and losses recognized from changes in fair value.

Long-Term Obligations

3 unchanged sentences

Delek Logistics Revolving Facility 211.8 435.4

Delek Logistics Term Loan Facility — 281.3

Delek Logistics 2028 Notes 400.0 400.0

1 unchanged sentence

Delek Logistics 2033 Notes 700.0 —

United Community Bank Revolver — 5.0

Principle amount of long-term debt 2,816.4 2,657.3

Principal amount of long-term debt 3,283.3 2,816.4

Unamortized discount and premium and deferred financing costs 50.2 51.2

9 unchanged sentences

The effective interest rate was 8.23 % as of December 31, 2025.

Delek Logistics Term Loan Facility

On October 13, 2022, Delek Logistics entered into a senior secured term loan with an original principal of $ 300.0 million (the "Delek Logistics Term Loan Facility").

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

At Delek Logistics' option, borrowings bore interest at either the SOFR or U.S.

dollar prime rate, plus an applicable margin.

The applicable margin was 2.50 % for the first year and 3.00 % for the second year for U.S.

dollar prime rate borrowings.

SOFR borrowings include a credit spread adjustment of 0.10 % to 0.25 % plus an applicable margin of 3.50 % for the first year and 4.00 % for the second year.

Debt extinguishment costs were $ 2.1 million and are recorded in interest expense, net in the accompanying consolidated statements of income.

Revolving Credit Facilities

Available capacity and amounts outstanding for each of our revolving credit facilities as of December 31, 2025 are shown below (in millions):

8 unchanged sentences

$ 1,150.0 $ 211.8 $ — $ 938.2 October 13, 2027

United Community Bank Revolver (3)

$ 25.0 $ — $ — $ 25.0 June 30, 2026

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

5 unchanged sentences

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

As of December 31, 2024 and December 31, 2023, the weighted average interest rate was 7.27 % and 8.46 %, respectively.

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

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

The weighted average borrowing rate as of December 31, 2023 was 7.75 %.

There were no outstanding borrowings as of December 31, 2024.

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.

United Community Bank Revolver

On June 20, 2024, we amended the United Community Bank Revolver to extend the maturity date to June 30, 2026.

As of December 31, 2025, and December 31, 2024, the weighted average interest rate were 6.58 % and 7.27 %, respectively.

Delek Logistics 2033 Notes

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

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 7.33 % Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par, pursuant to an indenture with U.S.

Bank Trust Company, National Association as trustee.

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

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

The Delek Logistics 2033 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries other than Finance Corp.

and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries.

The Delek Logistics 2033 Notes rank equal in right of payment with all existing and future senior indebtedness of the Co-issuers, and senior in right of payment to any future subordinated indebtedness of the Co-issuers.

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

At any time prior to June 30, 2028, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2033 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 107.38 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

Prior to June 30, 2028, the Issuers may also redeem all or part of the 2033 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations.

In addition, beginning on June 30, 2028, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2033 Notes, at a redemption price of 103.69 % of the redeemed principal for the twelve-month period beginning on June 30, 2028, 101.84 % for the twelve-month period beginning on June 30, 2029, and 100.00 % beginning on June 30, 2030 and thereafter, plus accrued and unpaid interest, if any.

In the event of a change of control, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2033 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

We recorded $ 11.1 million of debt issuance costs which will be amortized over the term of the 2033 Notes and included in interest expense in the accompanying condensed consolidated statements of income.

As of December 31, 2025, the effective interest rate was 7.63 %.

The estimated fair value of the 2033 Notes was $ 716.4 million as of December 31, 2025, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

See Note 13 for further information.

Delek Logistics 2029 Notes

On March 13, 2024, Delek Logistics and the Co-issuers, sold $ 650.0 million in aggregate principal amount of the Co-issuers 8.63 % Senior Notes due 2029 (the “Delek Logistics 2029 Notes”), at par, pursuant to an indenture with U.S.

Bank Trust Company, National Association as trustee.

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

On April 17, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.63 % 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 8.63 % senior notes due 2029, at 103.25 % (collectively, the "Additional 2029 Notes").

8 unchanged sentences

As of December 31, 2025, the effective interest rate was 8.80 %.

The estimated fair value of the 2029 Notes was $ 1,100.4 million as of December 31, 2025, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

See Note 13 for further information.

At any time prior to March 15, 2026, the Co-issuers may redeem up to 35 % of the aggregate principal amount of the Delek Logistics 2029 Notes with the net cash proceeds of one or more equity offerings by Delek Logistics at a redemption price of 108.63 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

8 unchanged sentences

As of December 31, 2025, the effective interest rate was 7.37 %.

Beginning on June 1, 2025, the Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 2028 Notes, at a redemption price of 101.781 % for the twelve-month period beginning on June 1, 2025, and 100.00 % beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.

In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Co-issuers will be obligated to make an offer for the purchase of the Delek Logistics 2028 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

The estimated fair value of the 2028 Notes was $ 402.7 million as of December 31, 2025, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

See Note 13 for further information

All or part of the Delek Logistics 2028 Notes are currently redeemable, subject to certain conditions and limitations, at a redemption price of 101.78 % of the redeemed principal for the twelve-month period beginning on June 1, 2025, and 100.00 % beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.

2024 Debt Extinguishment

Delek Logistics Term Loan Facility

On October 13, 2022, Delek Logistics entered into a senior secured term loan with an original principal of $ 300.0 million (the "Delek Logistics Term Loan Facility").

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

Debt extinguishment costs were $ 2.1 million for the year ended December 31, 2024, and were recorded in interest expense, net in the accompanying consolidated statements of income.

Delek Logistics 2025 Notes

4 unchanged sentences

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

Debt extinguishment costs were $ 1.5 million and are recorded in interest expense, net in the accompanying consolidated statements of income.

Debt extinguishment costs were $ 1.5 million for the year ended December 31, 2024, and were recorded in interest expense, net in the accompanying consolidated statements of income.

Guarantees Under Revolver and Term Facilities

11 unchanged sentences

Year Ended December 31, Total

Thereafter 700.0

Total $ 3,283.3

12 unchanged sentences

Because these derivatives are entered into to achieve objectives specifically related to our inventory and production risks, such gains and losses (to the extent not designated as accounting hedges and recognized on an unrealized basis in other comprehensive income) are recognized in cost of materials and other.

On May 2, 2025, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility.

The aggregate notional amount under this agreement covers $ 200.0 million of the outstanding principal throughout the duration of the interest rate swap.

Because this swap was entered into to achieve objectives specifically related to our interest expense, such gains and losses are recognized in interest expense, net on the consolidated statements of income.

On August 20, 2024, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility.

2 unchanged sentences

Forward contracts are agreements to buy or sell a commodity at a predetermined price at a specified future date, and for our transactions, generally require physical delivery.

Forward contracts where the underlying commodity will be used or sold in the normal course of business qualify as NPNS pursuant to ASC 815.

Forward contracts where the underlying commodity will be used or sold in the normal course of business

qualify as NPNS pursuant to ASC 815.

If we elect the NPNS exception, such forward contracts are not accounted for as derivative instruments but rather are accounted for under other applicable GAAP.

30 unchanged sentences

(1) As of December 31, 2025, and December 31, 2024, we had open derivative positions representing 8,950,000 and 18,471,700 barrels, respectively, of crude oil and refined petroleum products.

Additionally, as of December 31, 2024, we had open derivative positions representing 1,495,000 million British Thermal Units ("MMBTU") of natural gas products.

We had no open derivative positions of natural gas products as of December 31, 2023.

Additionally, as of December 31, 2025, we had no open derivative positions representing natural gas products.

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

(2) As of December 31, 2025, and December 31, 2024, we had open RINs commitment contracts representing 112,250,000 and 36,000,000 RINs, respectively.

3 unchanged sentences

2025 2024 2023

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

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

$ 10.8 $ ( 9.4 ) $ ( 68.6 )

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

(Losses) gains on non-trading physical forward contract commodity derivatives in cost of materials and other — ( 2.4 ) 9.0

Losses on hedging derivatives not designated as hedging instruments recognized in operating expenses — — ( 1.7 )

Total losses $ ( 3.4 ) $ ( 71.0 ) $ ( 30.7 )

(1) Losses on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $( 1.4 ) million, $( 15.3 ) million and $( 15.4 ) million for the years ended December 31, 2024, 2023 , and 2022 , respectively.

(2) Gains on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized gains of $ 3.2 million for the year ended December 31, 2024.

There were no unrealized gains (losses) on interest rate derivatives that are economic hedges, but not designated as hedging instruments for the years ended December 31, 2023 , and 2022 , respectively.

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

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

( 0.3 ) 6.0 —

Losses on non-trading physical forward contract commodity derivatives in cost of materials and other — — ( 2.4 )

Total gains (losses) $ 10.5 $ ( 3.4 ) $ ( 71.0 )

(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $ 1.0 million, $( 1.4 ) million and $( 15.3 ) million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2) Gains (losses) on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $( 5.6 ) million and $ 3.2 million for the years ended December 31, 2025 and 2024 , respectively.

There were no unrealized gains (losses) on interest rate derivatives that are economic hedges, but not designated as hedging instruments for the year ended December 31, 2023.

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

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

Year Ended December 31,

2024 2023 2022

Trading Physical Forward Contract Commodity Derivatives

Realized (losses) gains $ ( 0.1 ) $ 8.3

Unrealized gains (losses) — 0.2 ( 0.4 )

Unrealized gains — 0.2

Total $ ( 0.1 ) $ 8.5

Trading Hedging Commodity Derivatives

Realized (losses) gains $ — $ ( 1.9 ) $ 13.5

Unrealized gains (losses) — 2.3 ( 18.5 )

Realized losses $ — $ ( 1.9 )

Unrealized gains — 2.3

Total $ — $ 0.4

There were no gains (losses) on trading derivatives for the year ended December 31, 2025.

Fair Value Measurements

Our assets and liabilities that are measured at fair value include commodity derivatives, investment commodities, environmental credits obligations, our Inventory Intermediation Agreement, and Supply and Offtake Agreements.

ASC 820, requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement.

Our assets and liabilities that are measured at fair value include commodity derivatives, interest rate derivatives, investment commodities, environmental credits obligations, and our Inventory Intermediation Agreement.

ASC 820, Fair Value Measurements ("ASC 820") requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement.

Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

2 unchanged sentences

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

Our RINs commitment contracts are future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our Consolidated Net RINs Obligation.

These RINs commitment contracts (which are forward contracts accounted for as derivatives – see Note 12) are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service.

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

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

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

With respect to our Consolidated Net RINs Obligation, we recognized gains (losses) of $ 1.1 million, $( 1.8 ) million and $( 61.2 ) million on changes in fair value for the years ended December 31, 2024, 2023 and 2022, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of each quarter.

We elected to account for our Inventory Intermediation step-out liability and our J.

Aron step-out liability at fair value in accordance with ASC 825, as it pertains to the fair value option.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our RINs commitment contracts, which are forward contracts accounted for as derivatives (see Note 12 and Note 19), are future commitments to purchase or sell RINs at fixed prices and quantities.

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

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

This standard permits the election to carry financial instruments and certain other items similar to financial instruments at fair value on the balance sheet, with all changes in fair value reported in earnings.

With respect to the Inventory Intermediation Agreement and the amended and restated Supply and Offtake Agreement, we apply fair value measurement as follows:

With respect to the Inventory Intermediation Agreement, we apply fair value measurement as follows:

(1) we determine fair value for our amended variable step-out liability based on changes in fair value related to market volatility based on a floating commodity-index price, and for our amended fixed step-out liability based on changes to interest rates and the timing and amount of expected future cash settlements where such obligation is categorized as Level 2.

5 unchanged sentences

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 402.7 million, respectively, as of December 31, 2025, and $ 400.0 million and $ 399.1 million, respectively, at December 31, 2024.

In addition, the fair value of the Delek Logistics 2029 Notes is measured based on quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 1,050.0 million and $ 1,100.4 million, respectively, as of December 31, 2025, and $ 1,050.0 million and $ 1,086.9 million, respectively, at December 31, 2024.

Also, the fair value of the Delek Logistics 2033 Notes is measured based on quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

18 unchanged sentences

Commodity derivatives $ — $ 24.9 $ — $ 24.9

Interest rate swap derivatives — 8.3 — 8.3

RINs commitment contracts — 0.3 — 0.3

Total assets — 33.5 — 33.5

Commodity derivatives — ( 27.4 ) — ( 27.4 )

Interest rate derivatives — ( 5.1 ) — ( 5.1 )

RINs commitment contracts — ( 5.6 ) — ( 5.6 )

9 unchanged sentences

Non-Recurring Fair Value Measurements

The Gravity Acquisition was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the closing date.

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

See Note 3 for further information.

The H2O Midstream Acquisition was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the closing date.

See Note 3 for further information.

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

Our estimated fair value of the investments as of June 30, 2025, was based on additional funding at lower valuations.

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

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

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

Thus we recorded a full impairment of the asset

During the year ended December 31, 2024, we recorded an impairment for our three biodiesel facilities.

27 unchanged sentences

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.

The settlement charge is recorded in other operating income, net in the consolidated statements of income.

The settlement charge was recorded in other operating income, net in the consolidated statements of income.

The License Agreement, which provided us the license to continue operating our asphalt and marine fuel terminal operations on the property for a term of ten years and expired in June 2020, also ascribed a contractual noncontingent indemnification guarantee to certain of our wholly-owned subsidiaries related to certain incremental environmental remediation activities, predicated on the completion of certain property development activities ascribed to the lessor was formally terminated in the settlement.

1 unchanged sentence

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

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

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

Environmental liabilities with payments that are fixed or reliably determinable have been discounted to present value at various rates depending on their expected payment stream.

9 unchanged sentences

Discounted environmental liabilities $ 32.8

We are also subject to various regulatory requirements related to carbon emissions and the compliance requirements to remit environmental credit obligations due to the EPA or other regulatory agencies, the most significant of which relates to the RINs Obligation subject to the EPA’s RFS-2 regulations (See Note 2 for further discussion).

The RFS-2 regulations are highly complex and evolving, requiring us to periodically update our compliance systems.

As part of our on-going monitoring and compliance efforts, on an annual basis, we engage a third party to perform procedures to review our RINs inventory, processes and compliance.

The results of such procedures may include procedural findings but may also include findings regarding the usage of RINs to meet past obligations, the treatment of exported RINs, and the propriety of RINs on-hand and related adjustments to our RINs inventory, which (to the extent they are valued) offset our RINs Obligation.

Such adjustments may also require communication with the EPA if they involve reportable non-compliance which could lead to the assessment of penalties.

In June 2022, the EPA finalized volumes for 2022 under the RFS program, 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 July 2023, the EPA announced final volume obligations for compliance years 2023, 2024 and 2025.

Other Losses and Contingencies

5 unchanged sentences

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

During the year ended December 31, 2023, we recorded an additional $ 8.7 million for litigation, claims and assessments associated with the fire and are in excess of insurance coverage, which are included in operating expenses in the consolidated statements of income.

In October 2023, we entered into a settlement

agreement with six employees who were injured in the fire.

During the year ended December 31,

2023, we recorded an additional $ 8.7 million for litigation, claims and assessments associated with the fire and are in excess of insurance coverage, which are included in operating expenses in the consolidated statements of income.

In October 2023, we entered into a settlement agreement with six employees who were injured in the fire.

Net impact to us after considering insurance coverage is approximately $ 10.0 million.

2 unchanged sentences

Such gain is included in insurance proceeds and other operating income, net in the consolidated statements of income.

In addition, during the years ended December 31, 2023 and 2022, we recognized a gain of $ 1.1 million and $ 9.1 million, respectively, related to business interruption claims.

No business interruption claims were recorded for the year ended December 31, 2024.

In addition, during the year ended December 31, 2023, we recognized a gain of $ 1.1 million, related to business interruption claims.

No business interruption claims were recorded for the years ended December 31, 2025 and 2024.

Such gains are included in insurance proceeds in the consolidated statements of income.

2 unchanged sentences

If applicable, we accrue receivables for probable insurance or other third-party recoveries.

Work to determine the full extent of covered business interruption and property and casualty losses and potential insurance claims is ongoing and may result in the future recognition of insurance recoveries.

Work to recover the final proceeds of insurance claims is ongoing and may result in additional future recognition of insurance recoveries.

Big Spring Refinery Fire

1 unchanged sentence

The facility suffered operational disruptions as a result of the fire.

Accelerated depreciation due to property damaged in the fire was immaterial.

We incurred repair costs that may be recoverable under property and casualty insurance policies and we submitted a claim in 2023.

We recognized accelerated depreciation in 2022 due to property damaged in the fire, which was recovered during the year ended December 31, 2023.

An additional $ 7.4 million and $ 6.5 million was recognized as a gain, in excess of these losses, during the years ended December 31, 2024 and 2023, respectively.

We incurred repair costs that was recoverable under property and casualty insurance policies.

A $ 7.4 million and $ 6.5 million gain was recognized in excess of these losses, during the years ended December 31, 2024 and 2023, respectively.

This gain is included in insurance proceeds in the consolidated statements of income.

If applicable, we accrue receivables for probable insurance or other third-party recoveries.

Work to determine the full extent of covered property losses and potential insurance claims is ongoing and may result in the future recognition of insurance recoveries.

Work to recover the final proceeds of insurance claims is ongoing and may result in additional future recognition of insurance recoveries.

Winter Storm Uri

1 unchanged sentence

Due to the extreme freezing conditions, we experienced reduced throughputs at our refineries as there was a disruption in the crude supply, as well as damages to various units at our refineries requiring additional operating and capital expenditures.

We recognized $ 1.0 million, $ 3.8 million and $ 0.1 million as a gain, in excess of these losses during the years ended December 31, 2024, 2023 and 2022, respectively.

In addition, during the years ended December 31, 2023 and 2022, we also recognized a gain of $ 8.9 million and $ 22.0 million, respectively, related to business interruption claims.

No business interruption claims were recognized during the year ended December 31, 2024.

We recognized $ 1.0 million and $ 3.8 million as a gain, in excess of these losses during the years ended December 31, 2024 and 2023, respectively.

In addition, during the year ended December 31, 2023, we also recognized a gain of $ 8.9 million related to business interruption claims.

No business interruption claims were recognized during the years ended December 31, 2025 and 2024.

Such gains are included in insurance proceeds in the consolidated statements of income.

If applicable, we accrue receivables for probable insurance or other third-party recoveries.

Work to determine the full extent of covered business interruption and property and casualty losses and potential insurance claims is ongoing and may result in additional future recognition of insurance recoveries.

Work to recover the final proceeds of insurance claims is ongoing and may result in additional future recognition of insurance recoveries.

Crude Oil and Other Releases

35 unchanged sentences

2025 2024 2023

Provision (benefit) for federal income taxes at statutory rate $ ( 148.2 ) $ 3.5 $ 67.6

Amount Percent Amount Percent Amount Percent

Federal Statutory Rate $ 8.2 21.0 % $ ( 148.2 ) 21.0 % $ 3.5 21.0 %

State income tax benefit, net of federal tax provision (1)

Income tax benefit attributable to non-controlling interest ( 8.6 ) ( 6.4 ) ( 7.2 )

Tax credits and incentives (1)

( 9.4 ) ( 24.3 ) % ( 0.6 ) 0.1 % 4.6 27.9 %

Non-deductible goodwill 44.6 — —

Foreign Tax Effects

Canada — — % — — % ( 0.4 ) ( 2.6 ) %

Energy Related Credits — — % ( 3.9 ) 0.5 % ( 8.9 ) ( 53.5 ) %

Research & Development Credit ( 1.1 ) ( 2.7 ) % ( 1.2 ) 0.2 % ( 0.6 ) ( 3.3 ) %

Other General Business Credits ( 0.1 ) ( 0.3 ) % ( 0.1 ) — % ( 0.2 ) ( 1.3 ) %

Changes in valuation allowance 3.7 9.6 % 0.1 — % ( 0.1 ) ( 0.9 ) %

Revaluation related to state legislative changes 0.7 ( 2.5 ) —

Impact of stock compensation 2.5 1.6 0.9

Impact of officer's compensation 1.7 3.2 3.2

Other items 4.8 0.8 0.5

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

(1) Tax credits and incentives include work opportunity and research and development credits, as well as incentives for the Company’s biodiesel blending operations.

Nontaxable or Nondeductible Items

Income tax (benefit) expense attributable to non-controlling interest ( 14.0 ) ( 36.1 ) % ( 8.6 ) 1.2 % ( 6.0 ) ( 36.0 ) %

Goodwill impairment — — % 44.6 ( 6.3 ) % — — %

Officers compensation limitation 4.9 12.6 % 1.7 ( 0.2 ) % 3.2 19.0 %

Share-based payment awards 1.5 4.0 % 2.5 ( 0.4 ) % 1.6 9.7 %

Other 0.5 1.3 % 1.6 ( 0.2 ) % 0.2 1.0 %

Changes in Unrecognized Tax Benefits 1.9 5.0 % ( 0.1 ) — % — — %

Other adjustments ( 2.9 ) ( 7.6 ) % 4.3 ( 0.6 ) % 0.1 1.2 %

Effective Tax Rate $ ( 6.8 ) ( 17.5 ) % $ ( 107.9 ) 15.3 % $ ( 3.0 ) ( 17.8 ) %

(1) State taxes in Arkansas, Louisiana, Tennessee, and Texas made up the majority (greater than 50 percent) of the tax effect in this category for the years ending December 31, 2025.

State taxes in Arkansas, Tennessee, and Texas made up the majority (greater than 50 percent) of the tax effect in this category for the years ending December 31, 2024 and 2023.

Pretax income was as follows (in millions):

Year Ended December 31,

2025 2024 2023

Domestic $ 37.7 $ ( 705.4 ) $ 38.1

Foreign 1.2 ( 0.6 ) ( 21.5 )

$ 38.9 $ ( 706.0 ) $ 16.6

Income tax expense (benefit) was as follows (in millions):

1 unchanged sentence

2025 2024 2023

Current $ ( 4.3 ) $ ( 1.4 ) $ ( 5.2 )

Deferred ( 103.6 ) ( 1.6 ) 61.6

Federal $ 3.8 $ ( 3.8 ) $ 2.6

state and local ( 0.3 ) ( 0.5 ) 1.0

Foreign 0.2 — ( 5.0 )

Total current income tax expense (benefit) $ 3.7 $ ( 4.3 ) $ ( 1.4 )

Federal $ ( 1.0 ) $ ( 107.4 ) $ ( 7.9 )

state and local ( 9.5 ) 3.9 6.3

Foreign — ( 0.1 ) —

Total deferred income tax expense (benefit) $ ( 10.5 ) $ ( 103.6 ) $ ( 1.6 )

Total income tax expense (benefit) $ ( 6.8 ) $ ( 107.9 ) $ ( 3.0 )

Income taxes paid (net of refunds) exceeded five percent of total income taxes paid (net of refunds) in the following jurisdictions:

Year Ended December 31,

2025 2024 2023

Amount Threshold Amount Threshold Amount Threshold

Federal $ — * $ — * $ ( 11.4 )

state and local:

Alabama — * ( 1.5 ) — *

Louisiana 0.1 ( 1.3 ) — *

Tennessee — * ( 1.2 ) 2.7

Texas 0.2 2.5 3.0

Other - state and local (1)

0.1 ( 0.1 ) ( 0.3 )

Canada ( 0.5 ) — * 1.0

Israel 0.1 0.1 0.2

Total $ — $ ( 1.5 ) $ ( 4.8 )

• Jurisdiction below the threshold for the period presented

(1) Immaterial payments are included in Other - state and local.

We carry valuation allowances against certain state deferred tax assets and net operating losses that may not be recoverable with future taxable income.

We also carry valuation allowances related to basis differences that may not be recoverable.

During the years ended December

31, 2024 and 2023, we recorded an increase to the valuation allowance of $ 3.2 million and $ 10.3 million, respectively.

The 2024 and 2023 increase in the valuation allowance was primarily driven by changes in state attributes.

During the years ended December 31, 2025 and 2024, we recorded an increase to the valuation allowance of $ 0.5 million and $ 3.2 million, respectively.

The 2025 valuation allowance increase was driven by changes in state attributes and the Section 163(j) interest limitation, while the 2024 increase was primarily driven by changes in state attributes.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

4 unchanged sentences

Subsequently recognized tax benefit or expense relating to the valuation allowance for deferred tax assets will be reported as an income tax benefit or expense in the consolidated statement of income.

Federal net operating loss and credit carryforwards at December 31, 2024 totaled $ 241.8 million and $ 7.2 million, respectively, a portion of which are subject to a valuation allowance.

Federal net operating loss and credit carryforwards at December 31, 2025 totaled $ 124.9 million and $ 3.1 million.

Federal net operating losses have an indefinite carryforward life, and federal tax credit carryforwards will begin expiring in 2030.

State net operating loss and credit carryforwards at December 31, 2024 totaled $ 1,871.2 million and $ 4.5 million, respectively, a portion of which are subject to a valuation allowance.

State net operating loss and credit

carryforwards at December 31, 2025 totaled $ 1,882.6 million and $ 5.1 million, respectively, a portion of which are subject to a valuation allowance.

State net operating losses and tax credit carryforwards will begin expiring in 2026.

1 unchanged sentence

federal income tax return, as well as income tax returns in various state jurisdictions.

Delek is no longer subject to U.S.

federal income tax examinations by tax authorities for years through 2017.

Pre-acquisition tax returns for Alon are closed for U.S.

federal income tax examinations through the tax year ended December 31, 2016 as of December 31, 2024.

On February 13, 2024, the Company received notice that the Congressional Joint Committee has completed its consideration of both Delek and Alon's income tax returns for 2015-2020 with no material adjustments identified, this includes the Alon June 30, 2017 tax return.

The Company is no longer subject to U.S.

federal income tax examinations for years through 2017.

The Congressional Joint Committee has completed its review of the Company’s federal income tax returns for tax years 2015 – 2020, with no material adjustments identified.

Alon USA Partners, LP is currently under audit by the IRS for tax year 2019.

Delek is currently under audit in various states for tax years 2016 through 2019.

No material adjustments have been identified at this time.

ASC 740 provides a recognition threshold and guidance for measurement of income tax positions taken or expected to be taken on a tax return.

ASC 740 requires the elimination of the income tax benefits associated with any income tax position where it is not "more likely than not" that the position would be sustained upon examination by the taxing authorities.

Delek is also under audit in various state jurisdictions for tax years 2016 through 2019.

No material adjustments have been identified to date.

Increases and decreases to unrecognized tax benefits, which includes interest and penalties, were as follows (in millions):

6 unchanged sentences

Reductions for tax positions related to lapse of applicable statute of limitations ( 0.3 ) ( 4.5 ) ( 0.4 )

Reductions for tax positions related to settlements with taxing authorities — — ( 1.2 )

Balance at the end of the year $ 9.0 $ 6.9 $ 10.9

The amount of the unrecognized benefit above, that if recognized would change the effective tax rate, is $ 8.0 million and $ 6.0 million as of December 31, 2025 and 2024, respectively.

The Company expects none of the 2024 ending reserve to no longer be uncertain and rolled out of the reserve within the next twelve months.

Delek recognizes accrued interest and penalties related to unrecognized tax benefits as an adjustment to the current provision for income taxes.

1 unchanged sentence

The total recognized liability for interest was $ 1.4 million and $ 1.3 million as of December 31, 2025 and 2024, respectively.

Uncertain tax positions have been examined by Delek for any material changes in the next 12 months, and no material changes are expected.

Related Party Transactions

14 unchanged sentences

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.

With respect to the goodwill associated with the reporting units within the refining segment, we performed a qualitative assessment in 2025 and 2023 and a quantitative assessment in 2024.

Based on the qualitative assessment performed, we determined it was not more likely than not that the fair value of any reporting unit was less than its carrying value.

Our 2024 quantitative testing of goodwill did not identify any impairments other than our Krotz Springs reporting unit, which reported a goodwill impairment charge of $ 212.2 million.

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

With respect to the goodwill associated with the reporting units within the logistics segment, we performed a qualitative assessment in 2025 and 2024.

Based on the qualitative assessment performed, we determined it was not more likely than not that the fair value of any reporting unit was less than its carrying value.

For 2023, we performed a quantitative assessment on the Delaware Gathering reporting unit and a qualitative assessment for our other reporting units.

1 unchanged sentence

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

With respect to the goodwill associated with the reporting units within the refining segment, we performed a quantitative assessment in 2024 and a qualitative assessment in 2023 and 2022.

Our 2024 testing of goodwill did not identify any impairments other than our Krotz Springs reporting unit, which reported a goodwill impairment charge of $ 212.2 million.

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

For the years ended December 31, 2024 and 2023, the annual impairment review resulted in an impairment charge of $ 212.2 million and $ 14.8 million, respectively, which is included in asset impairment in the consolidated statements of income.

For the year ended December 31, 2022, there was no goodwill impairment charge.

The annual impairment review result in no impairment charge for the year ended December 31, 2025 and impairment charges of $ 212.2 million and $ 14.8 million for the years ended December 31, 2024 and 2023, respectively, which are included in asset impairment in the consolidated statements of income.

A summary of our goodwill by segment is as follows (in millions):

20 unchanged sentences

23.7 ( 2.3 ) 21.4 15.0 ( 1.9 ) 13.1

Customer relationships 11 - 13.4 years

Customer relationships 11.6 years - 32.2 years

302.5 ( 69.5 ) 233.0 234.2 ( 47.3 ) 186.9

23 unchanged sentences

Prepaid expenses $ 55.8 $ 69.2

Short-term derivative assets (see Note 12)

Income and other tax receivables 7.2 6.7

Investment commodities — 4.0

Short-term derivative assets (see Note 12)

Other 3.8 0.8

2 unchanged sentences

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

Crude purchase liabilities $ 193.9 $ 190.7

Product financing agreements $ 243.8 $ 185.9

Crude purchase liabilities 182.5 193.9

Consolidated Net RINs deficit (1) (see Note 13)

Income and other taxes payable 86.5 101.1

Employee costs 73.3 43.2

Consolidated Net RINs Obligation deficit (see Note 13)

Deferred revenue 71.0 6.9

2 unchanged sentences

Total $ 858.9 $ 649.5

(1) Inclusive of RIN lower of cost or market reserve of $ 7.7 million for the year ended December 31, 2025.

Restructuring and Other Charges

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

The recorded costs include an accrual of $ 10.4 million and $ 0.9 million as of December 31, 2024 and December 31, 2023, respectively.

The recorded costs include an accrual of $ 0.2 million and $ 10.4 million as of December 31, 2025 and 2024, respectively.

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

As of December 31, 2025 these awards were recorded as equity based on management's intention to settle the awards in shares.

These awards were previously recorded as a liability based on the discretion and ability of management to settle the awards in cash.

During the year ended December 31, 2024, we made the decision to idle the Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi biodiesel facilities, while exploring viable and sustainable alternatives.

4 unchanged sentences

During 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.

As a result, we recognized a loss of $ 14.1 million in the year ended December 31, 2024, which is recorded in other operating income, net in the consolidated statements of income.

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

During the year ended December 31, 2024, we recorded a bonus accrual and equity based compensation for certain employees, including executives, determined to be key to our planned go-forward operations and achievement of certain corporate and strategic milestones provided that they remain through various requisite service periods for a total of $ 12.3 million of which $ 8.3 million is recorded in general and administrative expenses and $ 4.0 million is recorded in operating expenses in the consolidated statements of income.

As a result, we recognized a loss of $ 14.1 million in the year ended December 31, 2024 which was recorded in other operating (income) loss, net in the consolidated statements of income.

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

During the year ended December 31, 2024, we recorded a bonus accrual for certain employees, including executives, determined to be key to our planned go-forward operations and achievement of certain corporate and strategic milestones provided that they remain through various requisite service periods for a total of $ 12.3 million of which $ 8.3 million was recorded in general and administrative expenses and $ 4.0 million was recorded in operating expenses in the consolidated statements of income.

During the year ended December 31, 2023, Delek determined that leased crude oil tanks in Canada were not needed to support the future growth of its business.

7 unchanged sentences

Other and Eliminations Consolidated

Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 0.2 $ — $ 65.9 $ 66.1

Other Cost of materials and other 0.5 — — 0.5

Severance costs and equity based compensation Operating expenses 0.4 — 17.1 17.5

Pension settlement Other operating (income) loss, net — — 2.1 2.1

Asset write-off Other operating (income) loss, net 0.3 — 0.3 0.6

Total $ 1.4 $ — $ 85.4 $ 86.8

Year Ended December 31, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees, severance costs, bonus expense and equity based compensation General and administrative expenses $ — $ — $ 13.0 $ 13.0

10 unchanged sentences

Total $ 1.5 $ 0.4 $ 35.9 $ 37.8

Year Ended December 31, 2022

Accumulated Restructuring Costs

The following table summarizes (in millions) the restructuring costs recognized in the Company's consolidated statements of income since inception of the the restructuring plan in fiscal year 2022 through the year ended December 31, 2025, excluding discontinued operations:

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees and severance costs General and administrative expenses $ — $ — $ 12.5 $ 12.5

Other and Eliminations Total

Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 0.5 $ 0.4 $ 104.2 $ 105.1

Other Cost of materials and other 1.7 — — 1.7

Severance costs and equity based compensation Operating expenses 0.8 — 21.1 21.9

Impairment Asset impairment 22.1 — 32.3 54.4

Pension settlement Pension settlement — — 2.1 2.1

Asset write-off Other operating (income) loss, net 14.4 — 0.3 14.7

Total $ 39.5 $ 0.4 $ 160.0 $ 199.9

Restructuring Costs Liability Roll-forward:

The following table presents the movement of the restructuring liability, within the consolidated balance sheets (in millions):

Type of Costs Statement of Income Location Year Ended December 31, 2024 Expense Payments Other Year Ended December 31, 2025

Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 6.6 $ 66.1 $ ( 28.3 ) $ ( 44.2 ) $ 0.2

Other Cost of materials and other — 0.5 ( 0.5 ) — —

Severance costs and equity based compensation Operating expenses 3.8 17.5 ( 5.3 ) ( 16.0 ) —

Pension settlement Other operating (income) loss, net — 2.1 ( 2.1 ) —

Asset write-off Other operating (income) loss, net — 0.6 — ( 0.6 ) —

Total $ 10.4 $ 86.8 $ ( 34.1 ) $ ( 62.9 ) $ 0.2

Equity-Based Compensation

10 unchanged sentences

On May 5, 2016, our stockholders approved our 2016 Long-Term Incentive Plan (the “2016 Plan”) to succeed our 2006 Plan.

The 2016 Plan allows Delek to grant stock options, SARs, restricted stock, RSUs, performance awards and other stock-based awards of Delek's common stock to certain directors, officers, employees, consultants and other individuals who perform services for Delek or its affiliates.

On May 3, 2022 and May 3, 2023, the Company's stockholders approved an amendment to the 2016 plan that increased the number of shares of common stock available under this plan by 760,000 shares and 2,015,000 shares, respectively, to 17,010,000 shares.

The 2016 Plan allows Delek to grant stock options, SARs, restricted stock, RSUs, performance awards and other stock-based awards of up to 17,010,000 shares of Delek's common stock to certain directors, officers, employees, consultants and other individuals who perform services for Delek or its affiliates.

Stock options and SARs issued under the 2016 Plan are granted at prices equal to (or greater than) the fair market value of Delek's common stock on the grant date and are generally subject to a vesting period of one year or more.

25 unchanged sentences

Options and SARs outstanding, December 31, 2023 1,216,115 $ 35.14

Granted 230,000 $ 26.50

Exercised ( 33,150 ) $ 25.81

1 unchanged sentence

Options and SARs outstanding, December 31, 2024 1,240,565 $ 33.25

Granted 230,000 $ 26.50

Exercised ( 501,275 ) $ 28.62

18 unchanged sentences

57.61 % - 64.46 %

74.11 % - 77.89 %

Expected term 0.15 - 2.81 years

1.81 - 2.81 years

2.56 - 2.81 years

Risk free rate 3.66 % - 4.10 %

4.32 % - 4.60 %

1.84 % - 3.12 %

Fair value per share $ 26.87 $ 35.69 $ 24.95

12 unchanged sentences

Balance December 31, 2024 2,341,758 $ 27.17

Granted 1,224,602 $ 26.47

1,967,079 $ 21.58

Vested ( 1,205,864 ) $ 24.86 $ 30.0

2 unchanged sentences

Balance December 31, 2025 2,569,499 $ 24.11

(1) Includes awards granted related to certain restructuring plans previously recorded as a liability.

These awards were reclassified as equity in the fourth quarter of 2025.

Refer to Note 20 Restructuring and Other Charges for further information.

Compensation Expense Related to Equity-based Awards Granted Under the Incentive Plans

Compensation expense for Delek equity-based awards amounted to $ 79.0 million, $ 27.8 million and $ 23.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in general and administrative expenses and operating expenses in the accompanying consolidated statements of income.

These amounts exclude amounts related to discontinued operations of $ 1.6 million, $ 0.2 million and $ 0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively We recognized income tax (benefit) expense for equity-based awards of $( 3.1 ) million, $( 2.0 ) million and $ 0.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

These amounts exclude amounts related to discontinued operations of $ 1.6 million and $ 0.2 million for the years ended December 31, 2024 and 2023, respectively.

We recognized income tax (benefit) expense for equity-based awards of $( 2.0 ) million, $( 3.1 ) million and $( 2.0 ) million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, there was $ 27.3 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.3 years.

1 unchanged sentence

During the years December 31, 2025, 2024 and 2023, respectively, we issued net shares of common stock of 902,384 , 589,300 and 450,123 as a result of exercised or vested equity-based awards.

These amounts are net of 256,865 , 223,645 and 463,677 shares, respectively, withheld to satisfy employee tax obligations related to the exercises and vesting for the years ended December

31, 2024, 2023 and 2022.

These amounts are net of 735,557 , 256,865 and 223,645 shares, respectively, withheld to satisfy employee tax obligations related to the exercises and vesting for the years ended December 31, 2025, 2024 and 2023.

Delek paid approximately $ 9.6 million, $ 5.5 million and $ 4.5 million, respectively, of taxes in connection with the settlement of these awards for the years ended December 31, 2025, 2024 and 2023.

4 unchanged sentences

Awards granted under the Logistics LTIP will be settled with Delek Logistics units.

On June 9, 2021, the Logistics GP board of directors amended the Logistics LTIP and increased the number of common units representing limited partner interests in Delek Logistics (the "Common Units") authorized for issuance under this plan by 300,000 Common Units to 912,207 Common Units.

The Logistics GP board of directors has authorized for issuance under the Logistics LTIP of up to 912,207 common units representing limited partner interests in Delek Logistics.

The term of the Logistics LTIP was also extended to June 9, 2031.

4 unchanged sentences

February 18, 2025 $ 0.255 March 3, 2025 March 10, 2025

May 2, 2024 $ 0.250 May 17, 2024 May 24, 2024

April 29, 2025 $ 0.255 May 12, 2025 May 19, 2025

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

4 unchanged sentences

The timing, price, and size of repurchases are made at the discretion of management and will depend on prevailing share prices, general economic and market conditions, and other considerations.

On September 3, 2024, the Board of Directors approved a $ 400.0 million increase in the share repurchase authorization.

The authorization has no expiration date.

1 unchanged sentence

As of December 31, 2025, there was $ 464.2 million of authorization remaining under Delek's aggregate stock repurchase program.

Stock Purchase and Cooperation Agreement

On March 7, 2022, Delek entered into a stock purchase and cooperation agreement (the “Icahn Group Agreement”) with IEP Energy Holding LLC, a Delaware limited liability company, American Entertainment Properties Corp., a Delaware corporation, Icahn Enterprises Holdings L.P., a Delaware limited partnership, Icahn Enterprises G.P.

Inc., a Delaware corporation, Beckton Corp., a Delaware corporation, and Carl C.

Icahn (collectively, the “Icahn Group”), pursuant to which the Company purchased an aggregate of 3,497,268 shares of Company common stock from the Icahn Group at a price per share of $ 18.30 , the closing price of a share of Company common stock on the NYSE on March 4, 2022.

The aggregate purchase price of $ 64.0 million was funded from cash on hand.

All 3,497,268 shares were cancelled at the time of the transaction.

Under the terms of the Icahn Group Agreement, the Icahn Group withdrew its notice of nomination for members of the Company’s board of directors at the Company’s 2022 annual meeting of stockholders.

Under the terms of the Icahn Group Agreement, the Icahn Group agreed to standstill restrictions which required, among other things, that until the completion of the Company’s 2023 annual meeting of stockholders, the Icahn Group would refrain from acquiring additional shares of the Company Common Stock .

As of December 31, 2024, operations, maintenance and warehouse hourly employees at the Tyler refinery were represented by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union and its Local 202.

Of the Tyler refinery employees, 56.1 % of operations, maintenance and warehouse hourly employees are currently covered by a collective bargaining agreement that expires January 31, 2028.

As of December 31, 2024, operations, maintenance and warehouse hourly employees at the El Dorado refinery were represented by the International Union of Operating Engineers and its Local 351.

Of the El Dorado refinery employees, 45.7 % are covered by a collective bargaining agreement which expires on August 1, 2027.

As of December 31, 2024, 67.4 % of employees who work at our Big Spring refinery were covered by a collective bargaining agreement that expires March 31, 2027.

None of our employees in our logistics segment, Krotz Springs refinery or in our corporate office are represented by a union.

We consider our relations with our employees to be satisfactory.

Postretirement Benefits

Pension Plans

We have two defined benefit pension plans for certain Alon employees.

We have had two defined benefit pension plans for certain Alon employees.

The benefits are based on years of service and the employee’s final average monthly compensation.

3 unchanged sentences

On August 1, 2024, the Board of Directors approved terminating the Alon USA Pension Plan, effective December 31, 2024, subject to approval by the Internal Revenue Service.

We have commenced the termination process, but the specific date for the completion of the process is unknown at this time and will depend on certain legal and regulatory requirements or approvals.

As part of the termination process, we expect to distribute lump sum payments to or purchase annuities for the benefit of plan participants, which is dependent on the participants’ elections.

In 2025, we received all necessary legal and regulatory approvals to terminate the plan.

In December 2025, we purchased annuities or made lump sum payments, at the election of the plan participants, in the aggregate amount of $ 94.2 million to settle the benefit obligation related to the Alon USA Pension plan.

The pre-tax amounts related to the defined benefit plans recognized as pension benefit liability in the consolidated balance sheets as of December 31, 2025 was $ 1.7 million.

4 unchanged sentences

Interest cost 5.2 5.0

Actuarial loss (gain) ( 6.7 ) 2.0

Actuarial (gain) loss ( 2.6 ) ( 6.7 )

Benefits paid ( 6.1 ) ( 6.0 )

3 unchanged sentences

Fair value of plan assets at beginning of year $ 97.5 $ 104.2

Actual gain (loss) on plan assets ( 0.7 ) 7.9

Actual return on plan assets 5.7 ( 0.7 )

Employer contribution — 0.1

5 unchanged sentences

Less projected benefit obligations at end of year 1.2 98.9

Under-funded status at end of year $ ( 1.4 ) $ ( 2.5 )

Over (under)-funded status at end of year $ 1.7 $ ( 1.4 )

The pre-tax amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost were as follows (in millions):

Year Ended December 31,

Net actuarial loss $ 5.3 $ 6.0

Projected benefit obligations at end of year $ 5.3 $ 6.0

The accumulated benefit obligation for each of our pension plans was in excess of the fair value of plan assets.

Net actuarial (gain) loss $ ( 0.1 ) $ 5.3

Accumulated other comprehensive (gain) loss at end of year $ ( 0.1 ) $ 5.3

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans were as follows (in millions):

13 unchanged sentences

Discount rate 5.50 % 4.90 % 5.10 %

Expected long-term rate of return on plan assets 5.25 % 5.55 % 4.05 %

Expected long-term rate of return on plan assets N/A 5.25 % 5.55 %

The components of net periodic benefit cost related to our benefit plans consisted of the following (in millions):

5 unchanged sentences

Amortization of net gain — — ( 0.1 )

Effect of settlement 2.1 — —

Net periodic benefit $ 2.3 $ ( 0.1 ) $ ( 0.2 )

4 unchanged sentences

Investments in common collective trust consisting of:

and International companies — % 10.0 %

Fixed-income 100.0 % 100.0 %

8 unchanged sentences

Year Ended December 31, 2024

companies $ — $ 7.3 $ — $ 7.3

International companies — 3.1 — 3.1

Fixed-income — 97.5 — 97.5

Total $ — $ 97.5 $ — $ 97.5

The investment policies and strategies for the assets of our pension benefits is to, over a five-year period, provide returns in excess of the benchmark.

The portfolio in our common collective trust is expected to earn long-term returns from capital appreciation and a stable stream of current income.

This approach recognizes that assets are exposed to price risk and the market value of the plans’ assets may fluctuate from year to year.

Risk tolerance is determined based on our specific risk management policies.

In line with the investment return objective and risk parameters, the plans’ mix of assets includes a diversified portfolio of underlying securities in companies and fixed-income.

The underlying securities include domestic and international companies of various sizes of capitalization.

The asset allocation of the plan is reviewed on at least an annual basis.

We made $ 0.1 million contributions to the pension plans for the year ended December 31, 2024, and expect $ 0.5 million contributions to be made to the pension plans in 2025.

We made no contributions to the pension plans for the year ended December 31, 2025, and expect $ 0.5 million contributions to be made to the pension plans in 2026.

There were no employee contributions to the plans.

7 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, the 401(k) plans expense recognized was $ 23.4 million, $ 24.8 million and $ 13.3 million, respectively.

These amounts exclude amounts related to discontinued operations of $ 1.3 million, $ 1.5 million and $ 0.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

These amounts exclude amounts related to discontinued operations of $ 1.3 million and $ 1.5 million for the years ended December 31, 2024 and 2023, respectively.

Postretirement Medical Plan

8 unchanged sentences

For the Three Month Periods Ended

March 31, 2024 (1)

June 30, 2024 (1)

September 30, 2024 December 31, 2024

March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025

Net revenues $ 2,641.9 $ 2,764.6 $ 2,887.0 $ 2,429.4

Operating (loss) income $ ( 125.8 ) $ ( 33.5 ) $ 295.7 $ 164.6

Net (loss) income from continuing operations $ ( 158.2 ) $ ( 89.3 ) $ 195.1 $ 98.1

Net (loss) income $ ( 158.5 ) $ ( 90.1 ) $ 194.8 $ 97.1

Net (loss) income attributable to Delek $ ( 172.7 ) $ ( 106.4 ) $ 178.0 $ 78.3

Basic (loss) income per share from continuing operations $ ( 2.78 ) $ ( 1.75 ) $ 2.96 $ 1.32

Diluted (loss) income per share from continuing operations $ ( 2.78 ) $ ( 1.75 ) $ 2.93 $ 1.28

For the Three Month Periods Ended

3/31/2024 (1)

6/30/2024 (1)

September 30, 2024

December 31, 2024

Net revenues $ 3,128.0 $ 3,308.1 $ 3,042.4 $ 2,373.7

Operating income (loss) $ 29.2 $ 4.6 $ ( 121.9 ) $ ( 403.4 )

4 unchanged sentences

Diluted loss per share from continuing operations $ ( 0.56 ) $ ( 0.70 ) $ ( 2.25 ) $ ( 6.53 )

For the Three Month Periods Ended (1)

March 31, 2023

June 30, 2023

September 30, 2023

December 31, 2023

Net revenues $ 3,821.9 $ 4,074.4 $ 4,628.8 $ 3,942.1

Operating income (loss) $ 138.9 $ 37.6 $ 212.1 $ ( 143.9 )

Net income (loss) from continuing operations $ 69.5 $ ( 12.2 ) $ 125.6 $ ( 163.3 )

Net income (loss) $ 72.2 $ ( 1.5 ) $ 136.1 $ ( 160.1 )

Net income (loss) attributable to Delek $ 64.3 $ ( 8.3 ) $ 128.7 $ ( 164.9 )

Basic income (loss) per share from continuing operations $ 0.92 $ ( 0.29 ) $ 1.82 $ ( 2.62 )

Diluted income (loss) per share from continuing operations $ 0.91 $ ( 0.29 ) $ 1.81 $ ( 2.62 )

(1) Adjusted to reflect discontinued operations.

9 unchanged sentences

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We rent or sublease certain machinery and equipment to third parties.

Our sublease portfolio consists primarily of operating leases within our crude storage equipment.

As of December 31, 2024, an immaterial amount of our net property, plant, and equipment balance is subject to an operating lease to a third party.

As of December 31, 2025, $ 16.8 million of our net property, plant, and equipment balance is subject to an operating lease to a third party.

This agreement does not include options for the lessee to purchase our leasing equipment, nor does it include any material residual value guarantees or material restrictive covenants.

The agreement includes 10 year renewal options and certain variable payments based on usage.

During the fourth quarter of 2023, Delek determined that leased crude oil tanks in Canada were not needed to support the future growth of its business.

2 unchanged sentences

The fair value of the right-of-use asset was estimated using the discounted future cash flows method, which includes estimates and assumptions for future sublease rental rates that reflect current sublease market conditions, as well as a discount rate.

The following table presents additional information related to our operating leases in accordance ASC 842, Leases ("ASC 842"):

The following table presents additional information related to our leases in accordance ASC 842, Leases ("ASC 842"):

(in millions) Year Ended December 31,

1 unchanged sentence

Operating lease costs $ 47.8 $ 54.6 $ 63.8

$ 54.6 $ 63.8 $ 63.0

Finance lease costs:

Amortization of leased assets 7.3 — —

Interest on lease liabilities 1.9 — —

Total finance lease cost 9.2 — —

Short-term lease costs (2)

13 unchanged sentences

Weighted-average discount rate financing leases (3)

(1) Includes an immaterial amount of financing lease cost.

(1) An immaterial amount of financing lease cost was included in operating lease cost during the years ended 2023 and 2024.

(2) Includes an immaterial amount of variable lease cost.

1 unchanged sentence

The following is an estimate of the maturity of our lease liabilities for operating and financing leases having remaining noncancelable terms in excess of one year as of December 31, 2025 (in millions) under the lease guidance ASC 842:

Maturity of Lease Liabilities Total

Maturity of Lease Liabilities Operating Finance

12 months or less $ 30.9 $ 11.9

8 unchanged sentences

Subsequent Events

Inventory Intermediation Agreement

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

Delek Logistics Unit Buyback Authorization

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

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.

Form 10-K Summary

2 unchanged sentences

Delek US Holdings, Inc.

/s/ Reuven Spiegel

Reuven Spiegel

Executive Vice President, Delek Logistics, and Chief Financial Officer

/s/ Mark Hobbs

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

8 unchanged sentences

Robert Wright

Senior Vice President, Deputy Chief Financial Officer

Executive Vice President, Deputy Chief Financial Officer

(Principal Accounting Officer)

11 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures