What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-11-07 · 262 added, 571 removed, 651 unchanged (56% of the section changed)

3 unchanged sentences

(In millions, except share and per share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

32 unchanged sentences

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

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

Common stock, $ 0.01 par value, 110,000,000 shares authorized, 78,793,863 shares and 77,357,447 shares issued at March 31, 2026, and December 31, 2025, respectively

Additional paid-in capital 1,274.4 1,290.9

Accumulated other comprehensive loss ( 4.2 ) ( 4.1 )

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

Treasury stock, 17,575,527 shares, at cost, at March 31, 2026, and December 31, 2025, respectively

( 694.1 ) ( 694.1 )

Retained earnings ( 363.1 ) ( 205.7 )

Retained earnings (deficit) ( 528.6 ) ( 311.1 )

Non-controlling interests in subsidiaries 249.5 260.8

6 unchanged sentences

(In millions, except share and per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Net revenues $ 2,653.1 $ 2,641.9

7 unchanged sentences

Depreciation and amortization 5.7 6.3

Asset impairment 16.3 9.2 16.3 31.3

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

Other operating expense (income), net ( 2.2 ) ( 7.0 )

Total operating costs and expenses 2,832.4 2,767.7

2 unchanged sentences

Income from equity method investments ( 14.6 ) ( 13.3 )

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

Other expense (income), net ( 0.3 ) ( 1.6 )

Total non-operating expense, net 69.6 69.2

3 unchanged sentences

Discontinued operations:

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

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

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

Income (loss) from discontinued operations ( 0.3 ) ( 0.4 )

Income tax expense (benefit) ( 0.1 ) ( 0.1 )

Income (loss) from discontinued operations, net of tax ( 0.2 ) ( 0.3 )

Net income (loss) ( 190.9 ) ( 158.5 )

17 unchanged sentences

(In millions)

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

2025 2024 2025 2024

Three Months Ended March 31,

Net income (loss) $ ( 190.9 ) $ ( 158.5 )

7 unchanged sentences

(In millions, except share and per share data)

Three Months Ended September 30, 2025

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

Shares Amount Shares Amount

Balance at June 30, 2025

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

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

Common stock dividends ($ 0.255 per share)

— — — — ( 15.3 ) — — — ( 15.3 ) —

Distributions to non-controlling interests — — — — — — — ( 21.9 ) ( 21.9 ) —

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

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

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

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

Taxes paid due to the net settlement of equity-based compensation — — ( 0.9 ) — — — — ( 0.4 ) ( 1.3 ) —

Exercise of equity-based awards 82,161 — — — — — — — — —

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

Balance at September 30, 2025

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

Three Months Ended September 30, 2024

Shares Amount Shares Amount

Balance at June 30, 2024

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

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

Common stock dividends ($ 0.255 per share)

— — — — ( 16.4 ) — — — ( 16.4 ) —

Distributions to non-controlling interests — — — — — — — ( 14.1 ) ( 14.1 ) —

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

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

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

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

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

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

Balance at September 30, 2024

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

Financial Statements

Delek US Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)

(In millions, except share and per share data)

Nine Months Ended September 30, 2025

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

Three Months Ended March 31, 2026

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

Shares Amount Shares Amount

Balance at December 31, 2025 77,357,447 $ 0.8 $ 1,290.9 $ — $ ( 311.1 ) ( 17,575,527 ) $ ( 694.1 ) $ 260.8 $ 547.3

Net (loss) income — — — — ( 101.1 ) — — 47.3 ( 53.8 ) —

Net income (loss) — — — — ( 201.3 ) — — 10.4 ( 190.9 )

Common stock dividends ($ 0.255 per share)

2 unchanged sentences

Equity-based compensation expense — — 6.7 — — — — 0.7 7.4

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 ( 3,254,403 ) — ( 50.5 ) — ( 8.9 ) — — — ( 59.4 ) —

Taxes paid due to the net settlement of equity-based compensation — — ( 24.8 ) — — — — ( 0.3 ) ( 25.1 )

1 unchanged sentence

Other 19,633 — 1.6 — ( 0.6 ) — — — 1.0

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

Nine Months Ended September 30, 2024

Balance at March 31, 2026 78,793,863 $ 0.8 $ 1,274.4 $ — $ ( 528.6 ) ( 17,575,527 ) $ ( 694.1 ) $ 249.5 $ 302.0

Three Months Ended March 31, 2025

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

Shares Amount Shares Amount

Balance at December 31, 2024 80,127,994 $ 0.8 $ 1,215.9 $ ( 4.1 ) $ ( 205.7 ) ( 17,575,527 ) $ ( 694.1 ) $ 262.4 $ 575.2

Net (loss) income — — — — ( 146.6 ) — — 27.8 ( 118.8 ) —

Net income (loss) — — — — ( 172.7 ) — — 14.2 ( 158.5 )

Common stock dividends ($ 0.255 per share)

2 unchanged sentences

Distributions to non-controlling interests — — — — — — — ( 21.6 ) ( 21.6 )

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

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

Taxes paid due to the net settlement of equity-based compensation — — ( 0.4 ) — — — — ( 0.3 ) ( 0.7 )

Repurchase of common stock ( 2,009,420 ) — ( 30.6 ) — ( 0.9 ) — — — ( 31.5 )

Exercise of equity-based awards 61,150 — — — — — — — —

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

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

Other 28,299 — 1.3 — ( 0.2 ) — — ( 1.9 ) ( 0.8 )

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

Balance at March 31, 2025 78,208,023 $ 0.8 $ 1,248.2 $ ( 4.1 ) $ ( 395.4 ) ( 17,575,527 ) $ ( 694.1 ) $ 274.0 $ 429.4

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net loss $ ( 53.8 ) $ ( 118.8 )

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

Net income (loss) $ ( 190.9 ) $ ( 158.5 )

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

Depreciation and amortization 103.3 101.3

1 unchanged sentence

Deferred income taxes ( 58.3 ) ( 36.9 )

Asset impairment 16.3 31.3

Income from equity method investments ( 14.6 ) ( 13.3 )

2 unchanged sentences

Loss on extinguishment of debt 1.6 —

Small refinery exemption benefit ( 280.8 ) —

Equity-based and non-cash compensation expense 7.4 6.9

8 unchanged sentences

Non-current assets and liabilities, net ( 2.8 ) 0.6

Cash provided by operating activities - continuing operations 34.4 78.9

Cash provided by (used in) operating activities - continuing operations 461.3 ( 62.1 )

Cash (used in) provided by operating activities - discontinued operations ( 0.2 ) ( 0.3 )

Net cash provided by operating activities 33.0 96.7

Net cash provided by (used in) operating activities 461.1 ( 62.4 )

Cash flows from investing activities:

Business combination, net of cash acquired — ( 181.2 )

Equity method investment contributions — ( 18.6 )

Distributions from equity method investments 5.0 2.1

4 unchanged sentences

Other ( 1.8 ) ( 2.6 )

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

Cash provided by investing activities - discontinued operations — 361.7

Net cash used in investing activities ( 190.3 ) ( 314.6 )

2 unchanged sentences

Payments on long-term revolvers ( 3,162.2 ) ( 2,550.6 )

Proceeds from term debt 700.0 1,059.0

Payments on term debt ( 2.4 ) ( 2.4 )

3 unchanged sentences

Distribution to non-controlling interest ( 22.1 ) ( 21.6 )

Proceeds from issuance of Delek Logistic common limited partner units, net — 132.2

Dividends paid ( 15.6 ) ( 15.9 )

1 unchanged sentence

Other ( 25.1 ) ( 0.7 )

Cash provided by financing activities - continuing operations 443.3 144.4

Net cash provided by financing activities 443.3 144.4

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

Net cash (used in) provided by financing activities ( 272.5 ) 265.2

Net increase (decrease) in cash and cash equivalents ( 1.7 ) ( 111.8 )

Cash and cash equivalents at the beginning of the period 625.8 735.6

Cash and cash equivalents at the end of the period 624.1 623.8

Less cash and cash equivalents of discontinued operations at the end of the period — —

Cash and cash equivalents of continuing operations at the end of the period $ 630.9 $ 1,037.6

Delek US Holdings, Inc.

1 unchanged sentence

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental disclosures of cash flow information:

1 unchanged sentence

Interest, net of capitalized interest of $ 3.0 million and $ 3.4 million in the 2026 and 2025 periods, respectively

$ 259.7 233.5

Income taxes $ 1.0 $ 3.5

Non-cash investing activities:

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

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

(Decrease) increase in accrued capital expenditures $ ( 22.3 ) $ 7.4

Increase (decrease) in accrued capital expenditures $ 43.8 $ ( 3.1 )

Non-cash financing activities:

Non-cash lease liability arising from obtaining right-of-use assets during the period $ 7.0 $ 11.4

Non-cash right of use asset decrease due to lease termination during the period $ ( 1.7 ) $ —

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

Organization and Basis of Presentation

Delek US Holdings, Inc.

operates through its consolidated subsidiaries, which include Delek US Energy, Inc.

("Delek Energy") (and its subsidiaries) and Alon USA Energy, Inc.

("Alon") (and its subsidiaries).

The terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek and its consolidated subsidiaries.

8 unchanged sentences

In the event that 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.

On July 31, 2024, a wholly-owned subsidiary of Delek, entered into a definitive equity purchase agreement (the "Retail Purchase Agreement") with a subsidiary of Fomento Económico Mexicano, S.A.B.

Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA agreed to purchase, 100 % of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 retail fuel and convenience stores (the "Retail Stores") under the Delek US Retail brand (the “Retail Transaction”).

The Retail Transaction closed on September 30, 2024.

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

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

See Note 2 for further information.

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

See Note 2 for further information.

In the opinion of management, all adjustments necessary for a fair presentation of the financial condition and the results of operations for the interim periods have been included.

2 unchanged sentences

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

Notes to Condensed Consolidated Financial Statements (unaudited)

Accounting Pronouncements Not Yet Adopted

ASU 2025-12, Codification Improvements

In December 2025, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-12 Codification Improvements ("ASU 2025-12").

This update addresses suggestions received from stakeholders regarding the Accounting Standards Codification ("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, Earnings Per Share, 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 simplify 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

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 2025-03").

3 unchanged sentences

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

Notes to Condensed Consolidated Financial Statements (unaudited)

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

4 unchanged sentences

The adoption of ASU 2024-03 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):

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

The standard is intended to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

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 of ASU 2023-09 will not affect our financial position or our results of operations, but will result in additional disclosures.

Gravity Acquisition

On January 2, 2025, Delek Logistics completed the Gravity Acquisition for total consideration of $ 300.8 million, subject to customary adjustments for net working capital.

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

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

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

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

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

Notes to Condensed Consolidated Financial Statements (unaudited)

Determination of Purchase Price

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

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

Base purchase price:

4 unchanged sentences

Fair value of common units issued (1)

Preliminary purchase price $ 300.8

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.

Notes to Condensed Consolidated Financial Statements (unaudited)

Purchase Price Allocation

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

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:

16 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 $ 66.3 million, which we estimate to be amortized over approximately 32 years.

• 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.

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 September 30, 2025.

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

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

2 unchanged sentences

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

Notes to Condensed Consolidated Financial Statements (unaudited)

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

See Note 11 for further information.

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

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

Balance Sheet Description Preliminary Value Adjusted Value Change

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.

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

(in millions) 2025 2024 2025 2024

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

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

H2O Midstream

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

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

See Note 6 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 10).

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):

Base purchase price:

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

V arious closing adjustments

Adjusted purchase price $ 229.7

Cash paid 159.7

Fair value of Preferred Units issued 70.0

Preliminary purchase price $ 229.7

Notes to Condensed Consolidated Financial Statements (unaudited)

Purchase Price Allocation

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

Assets acquired:

Accounts receivables $ 6.7

Inventories 2.4

Other current assets 0.9

Property, plant and equipment 172.3

Operating lease right-of-use assets 2.1

Other intangibles (1)

Total assets acquired 243.9

Liabilities assumed:

Accounts payable 1.8

Accrued expenses and other current liabilities 7.0

Current portion of operating lease liabilities 0.3

Asset retirement obligations 4.9

Operating lease liabilities, net of current portion 0.2

Total liabilities assumed 14.2

Fair value of net assets acquired $ 229.7

(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 $ 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 preliminary fair value of $ 4.8 million, which will be amortized over a 4.8 years useful life.

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

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

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.

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.

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.

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

Notes to Condensed Consolidated Financial Statements (unaudited)

Unaudited Pro Forma Financial Information

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

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

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

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

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

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

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

(in millions) 2024 2024

Net sales $ 3,054.6 $ 9,523.1

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

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

Refining, Logistics, and Retail.

However, on July 31, 2024, Delek entered into the Retail Purchase Agreement to sell the Retail Stores, which consisted of the entire retail segment to FEMSA.

As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360 to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets.

The Retail Transaction closed on September 30, 2024.

W e aggregate our operating units into two reportable segments:

Refining and Logistics.

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

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• intercompany eliminations.

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

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

Previously, they were reported as part of corporate, other and eliminations.

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

The operating results of DPG are now reported in our Logistics segment, while previously recorded in the Refining segment.

The disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions.

The CODM evaluates performance based upon segment EBITDA attributable to Delek.

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

The disaggregated financial results for the reportable segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions.

The Chief Operating Decision Maker ("CODM") evaluates performance based upon segment EBITDA attributable to Delek.

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.

GAAP and should not be considered alternatives to net income (loss), which is the most directly comparable financial measure to EBITDA that is in accordance with U.S.

GAAP and should not be considered an alternative to net income (loss), which is the most directly comparable financial measure to EBITDA that is in accordance with U.S.

Segment EBITDA, as determined and measured by us, should also not be compared to similarly titled measures reported by other companies.

Notes to Condensed Consolidated Financial Statements (unaudited)

Assets by segment are not a measure used to assess the performance of the Company by the CODM and thus are not disclosed.

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• Krotz Springs, Louisiana refinery (the "Krotz Springs refinery").

The refining segment also owns three biodiesel facilities, located in Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi.

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

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

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

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

Business Segment Operating Performance

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

Three Months Ended September 30, 2025

Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 2,756.7 $ 130.3 $ 2,887.0

Inter-segment fees and revenues 85.4 131.0 216.4

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

Elimination of inter-segment revenue ( 216.4 )

Total consolidated revenues $ 2,887.0

Cost of materials and other 2,225.4 129.8

Operating expenses 159.0 43.8

General and administrative expenses 2.9 4.5

Income from equity method investments ( 9.3 ) ( 21.9 )

Other segment items (3)

Segment EBITDA attributable to Delek $ 464.1 $ 102.0 $ 566.1

Reconciling items to consolidated loss before income taxes

Corporate expenses, eliminations and other (1)

Depreciation and amortization 101.3

Interest expense, net 93.1

Income tax expense 39.9

Loss from discontinued operations, net of tax 0.3

Net income attributable to Delek $ 178.0

Three Months Ended September 30, 2025

Refining Logistics Corporate,

Other and Eliminations Consolidated

Depreciation and amortization $ 66.9 $ 37.9 $ ( 3.5 ) $ 101.3

Interest expense, net $ 50.5 $ 21.3 $ 21.3 $ 93.1

Income from equity method investments $ ( 9.3 ) $ ( 21.9 ) $ — $ ( 31.2 )

Capital spending (2)

$ 33.2 $ 49.7 $ 7.7 $ 90.6

Notes to Condensed Consolidated Financial Statements (unaudited)

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

Refining Logistics Total

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General and administrative expenses 3.6 4.3

Income from equity method investments ( 9.9 ) ( 15.6 )

Proportional EBITDA of equity-method investments ( 3.6 ) ( 18.3 )

Other segment items (3)

Segment EBITDA attributable to Delek $ 79.2 $ 94.9 $ 174.1

Reconciling items to consolidated loss before income taxes

Reconciling items to net income (loss) attributable to Delek

Corporate expenses, eliminations and other (1)

Proportional interest, taxes, depreciation and amortization of equity-method investments 7.3

Depreciation and amortization 103.3

Interest expense, net 84.5

Income tax benefit ( 40.3 )

Income from discontinued operations, net of tax ( 67.3 )

Net loss attributable to Delek $ ( 76.8 )

Three Months Ended September 30, 2024

Income tax expense (benefit) ( 58.2 )

Net income (loss) attributable to Delek $ ( 201.3 )

Three Months Ended March 31, 2026

Refining Logistics Corporate,

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Notes to Condensed Consolidated Financial Statements (unaudited)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2025

Refining Logistics Total

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General and administrative expenses 2.1 8.9

Income from equity method investments ( 24.5 ) ( 42.6 )

Proportional EBITDA of equity-method investments ( 3.9 ) ( 16.9 )

Other segment items (3)

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Segment EBITDA attributable to Delek $ ( 15.8 ) $ 92.2 $ 76.4

Reconciling items to consolidated loss before income taxes

Corporate expenses, eliminations and other (1)

Depreciation and amortization 296.7

Interest expense, net 263.1

Income tax benefit ( 11.0 )

Loss from discontinued operations, net of tax 1.4

Net loss attributable to Delek $ ( 101.1 )

Nine Months Ended September 30, 2025

Refining Logistics Corporate,

Other and Eliminations Consolidated

Depreciation and amortization $ 205.3 $ 99.0 $ ( 7.6 ) $ 296.7

Interest expense, net $ 129.6 $ 58.0 $ 75.5 $ 263.1

Income from equity method investments $ ( 24.5 ) $ ( 42.6 ) $ 0.4 $ ( 66.7 )

Capital spending (2)

$ 129.7 $ 240.8 $ 16.7 $ 387.2

Notes to Condensed Consolidated Financial Statements (unaudited)

Nine Months Ended September 30, 2024

Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 8,872.1 $ 319.4 $ 9,191.5

Inter-segment fees and revenues 571.2 411.4 982.6

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

Elimination of inter-segment revenue ( 695.6 )

Total consolidated revenues $ 9,478.5

Cost of materials and other 8,852.6 379.3

Operating Expenses 459.4 89.5

General and administrative expenses 12.3 26.6

Income from equity method investments ( 25.8 ) ( 32.0 )

Other segment items (3)(4)

Segment EBITDA attributable to Delek $ 135.2 $ 268.9 $ 404.1

Reconciling items to consolidated loss before income taxes

Reconciling items to net income (loss) attributable to Delek

Corporate expenses, eliminations and other (1)

Proportional interest, taxes, depreciation and amortization of equity-method investments 7.1

Depreciation and amortization 101.3

Interest expense, net 84.1

Income tax benefit ( 56.7 )

Income from discontinued operations, net of tax ( 78.2 )

Net loss attributable to Delek $ ( 146.6 )

Nine Months Ended September 30, 2024

Income tax expense (benefit) ( 36.8 )

Net income (loss) attributable to Delek $ ( 172.7 )

Three Months Ended March 31, 2025

Refining Logistics Corporate,

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Income from equity method investments $ ( 3.5 ) $ ( 10.2 ) $ 0.4 $ ( 13.3 )

Capital spending (2)

Capital spending (excluding business combinations) (2)

$ 56.2 $ 71.9 $ 4.5 $ 132.6

(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 consolidated loss before income taxes.

Corporate expenses also include certain gains or losses resulting from changes in fair value due to price movements in credits used to satisfy our environmental credit obligations.

“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 $ 3.4 million and $ 14.0 million during the three and nine months ended September 30, 2024, respectively.

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

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

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

Discontinued Operations

On July 31, 2024, a wholly-owned subsidiary of Delek entered into the Retail Purchase Agreement with a subsidiary of FEMSA.

As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360, to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets.

The fair value assessment of the Retail Stores as of July 31, 2024, did not result in an impairment.

We ceased depreciation of these assets as of July 31, 2024.

The Retail Transaction closed on September 30, 2024.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

Accordingly, the operating results, net of tax, from discontinued operations are presented separately in Delek’s condensed consolidated statements of income and the notes to the condensed consolidated financial statements have been adjusted to exclude the discontinued operations.

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

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

Net revenues $ — $ 202.4 $ — $ 612.0

Cost of material and other — ( 164.0 ) 0.5 ( 498.7 )

Operating expenses — ( 30.6 ) — ( 80.7 )

General and administrative expenses 1.2 ( 8.8 ) — ( 15.1 )

Depreciation and amortization — ( 1.8 ) — ( 9.0 )

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

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

Other income, net — — — 0.1

Gain on sale of Retail Stores — 98.4 — 98.4

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

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

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

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

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

2025 2024 2025 2024

(In millions, except share and per share data) Three Months Ended March 31,

Numerator for EPS - continuing operations

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Numerator for EPS - discontinued operations

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

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

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

Weighted average common shares outstanding (denominator for basic EPS) 60,190,054 64,063,609 60,930,537 64,099,700

Dilutive effect of stock-based awards 754,846 — — —

Income (loss) from discontinued operations $ ( 0.3 ) $ ( 0.4 )

Income tax expense (benefit) ( 0.1 ) ( 0.1 )

Income (loss) from discontinued operations, net of tax $ ( 0.2 ) $ ( 0.3 )

Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 60,255,377 62,115,776

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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.

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

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

As of March 31, 2026, we owned a 63.3 % interest in Delek Logistics, consisting of 33,868,203 common limited partner units and the non-economic general partner interest.

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

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

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

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

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 Basin for total consideration of $ 300.8 million, subject to customary adjustments for net working capital.

See Note 2 - Acquisitions for additional information.

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

Wink to Webster Dropdown

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

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

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

See Note 7 for further information.

On 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 closed on April 1, 2026 with consideration paid through transfer of 359,372 Delek Logistics common units, based on a 30-day volume weighted average unit price.

The El Dorado Terminal Purchase is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions.

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.

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

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

These transactions with Delek Logistics will be eliminated in consolidation.

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

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

Underwriting discounts totaled $ 5.5 million.

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

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

Underwriting discounts totaled $ 6.6 million.

Notes to Condensed Consolidated Financial Statements (unaudited)

On 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 occurred 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 purchased 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 have been eliminated in consolidation.

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

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

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

During the three months ended March 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 three months ended March 31, 2026.

As of March 31, 2026, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Notes to Condensed Consolidated Financial Statements (unaudited)

Consolidated VIE

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The assets of Delek Logistics can only be used to settle its own obligations, and its creditors have no recourse to our assets.

Exclusive of intercompany balances, and prior to August 5, 2024, the marketing agreement intangible asset between Delek Logistics and Delek which are eliminated in consolidation, the Delek Logistics condensed consolidated balance sheets are included in the condensed consolidated balance sheets of Delek.

Exclusive of intercompany balances, which are eliminated in consolidation, the Delek Logistics condensed consolidated balance sheets are included in the condensed consolidated balance sheets of Delek.

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

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

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Total assets $ 2,908.7 $ 2,779.3

LIABILITIES AND EQUITY

LIABILITIES AND EQUITY (DEFICIT)

Accounts payable $ 508.5 $ 292.9

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Other non-current liabilities 45.0 44.4

Equity 17.5 35.5

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

Notes to Condensed Consolidated Financial Statements (unaudited)

Equity (Deficit) ( 20.2 ) 6.1

Total liabilities and equity (deficit) $ 2,908.7 $ 2,779.3

Equity Method Investments

Delek Logistics Investments

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.

We had previously determined that HoldCo is a VIE.

While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in HoldCo, and no single party has the power to direct the activities that most significantly impact HoldCo's economic performance.

Distributions received from WWP are first applied to service the debt of HoldCo's wholly owned finance LLC, with excess distributions made to the HoldCo members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements.

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

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

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

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

Delek Logistics has a 50 % investment in W2W Holdings LLC which includes a 15.6 % indirect interest in the Wink to Webster Pipeline ("WWP") joint venture and related joint venture indebtedness.

W2W Holdings LLC 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.

We had previously determined that W2W Holdings LLC is a VIE.

While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in W2W Holdings LLC, and no single party has the power to direct the activities that most significantly impact W2W Holdings LLC's economic performance.

Distributions received from WWP are first applied to service the debt of W2W Holdings LLC's wholly owned finance LLC, with excess distributions made to the W2W Holdings LLC members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements.

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

As of March 31, 2026, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to W2W Holdings LLC, nor any third-party associated with W2W Holdings LLC's contracted work.

Delek's maximum exposure to any losses incurred by W2W Holdings LLC is limited to its investment.

As of March 31, 2026, and December 31, 2025, Delek's W2W Holdings LLC investment balance totaled $ 113.8 million and $ 116.4 million, respectively.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

As of March 31, 2026, and December 31, 2025, Delek's investment balance in Red River totaled $ 130.1 million and $ 132.1 million, respectively.

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

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

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

As of March 31, 2026, and December 31, 2025, Delek Logistics' investment balance in these joint ventures was $ 89.9 million and $ 91.6 million, respectively.

Other Investments

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

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

As of March 31, 2026, and December 31, 2025, Delek's investment balance in these joint ventures was $ 90.6 million and $ 87.6 million, respectively.

These investments are included in Refining in our segment disclosure.

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Titled Inventory Inventory Intermediation Agreement (1)

September 30, 2025

March 31, 2026

Feedstocks, raw materials and supplies $ 404.8 $ 78.6 $ 483.4

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(1) Refer to Note 8 - Inventory Intermediation Obligations for further information.

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

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

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

As of March 31, 2026, inventory balances were inclusive of a pre-tax inventory valuation reserve of $ 0.6 million.

At December 31, 2025, inventory balances were inclusive of a pre-tax inventory valuation reserve of $ 1.6 million.

For the three months ended March 31, 2026 and 2025, we recognized a net reduction (increase) in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of $ 1.0 million and $( 0.2 ) million, respectively.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

As of March 31, 2026 As of December 31, 2025

Obligations under Inventory Intermediation Agreement

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The following table summarizes these fees (in millions):

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

2025 2024 2025 2024

Three Months Ended March 31,

Net fees and expenses:

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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.

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.

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

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

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

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

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

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The repurchase obligations associated with the Base Layer Volumes are reflected as non-current liabilities on our condensed consolidated balance sheets to the extent that they are not contractually due within twelve months.

The February 21, 2025, amendment did not change the base layer volumes of the Inventory Intermediation Agreement, and the liability associated with the base layer volumes is recorded as long-term in the accompanying condensed consolidated balance sheet.

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 condensed consolidated balance sheets.

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.

As of March 31, 2026, and December 31, 2025, the volumes subject to the Inventory Intermediation Agreement totaled 1.8 million barrels and 1.8 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation.

As of March 31, 2026, and December 31, 2025, we had letters of credit outstanding of $ 170.0 million and $ 250.0 million, respectively, supporting the Inventory Intermediation Agreement.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in the fair value due to commodity-index price totaling $( 144.0 ) million and $ 3.3 million during the three months ended March 31, 2026 and 2025, respectively.

See Note 11 for discussion of gains and losses recognized from changes in fair value.

Notes to Condensed Consolidated Financial Statements (unaudited)

Long-Term Obligations

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Delek Term Loan Credit Facility $ 919.1 $ 921.5

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

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

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

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

At March 31, 2026, and December 31, 2025, the weighted average borrowing rate was approximately 7.08 % and 7.08 %, respectively.

The effective interest rate was 8.21 % as of March 31, 2026.

Revolving Credit Facilities

Delek Revolving Credit Facility

As of March 31, 2026, Delek had no outstanding borrowings under Delek Revolving Credit Facility.

On April 9, 2026, the Company entered into Amendment No.

4 to Third Amended and Restated Credit Agreement (“Amendment No.

4” and, as amended, the "ABL Credit Agreement"), amending the existing Third Amended and Restated Credit Agreement, dated as of October 26, 2022 (the “Existing ABL Credit Agreement”).

Amendment No.

4, among other modifications, (i) increases the revolving loan commitments from $ 1,100.0 million to $ 1,250.0 million, (ii) extends the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031 (subject to a springing maturity date that is 90 days prior to the maturity of the Company’s term loan credit facility if, on such date, the outstanding principal amount of the term loan exceeds $ 500.0 million), (iii) reduces the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25 % and (iv) amends certain thresholds for obligations under the Existing ABL Credit Agreement.

Amendment No.

4 also amends the incremental facility under the Delek Revolving Credit Facility to allow the Company to increase the available revolving borrowings by an aggregate amount not to exceed the greatest of (i) $ 750.0 million, (ii) 1.00 % of EBITDA (as defined in the ABL Credit Agreement) as of the most recently ended fiscal quarter, and (iii) adjusted availability plus any suppressed availability under the ABL Credit Agreement, subject to the satisfaction of certain conditions under the ABL Credit Agreement.

The ABL Credit Agreement contains customary affirmative and negative covenants, including, among other things, limitations on indebtedness, liens, restricted payments, investments, dispositions of assets, and transactions with affiliates.

Notes to Condensed Consolidated Financial Statements (unaudited)

Delek Logistics Revolving Facility

On March 26, 2026, Delek Logistics Partners, LP (the "Partnership") entered into a credit agreement (the “New Credit Agreement”) that provides for revolving commitments up to $ 1,300.0 million in the aggregate with a sublimit up to $ 150.0 million for letters of credit and up to $ 50.0 million for swing line loans (the “Delek Logistics Revolving Facility”).

The Delek Logistics Revolving Facility replaced Delek Logistics’ previous revolving credit facility and term loan facility under the Fourth Amended and Restated Credit Agreement.

The maturity date for the Delek Logistics Revolving Facility is the earliest of (i) March 26, 2031, (ii) the date that is 180 days prior to the earliest maturity date of the Delek Logistic 2029 Notes (as defined below) to the extent that on such date, no less than $ 500.0 million of aggregate principal amount of theses notes remains outstanding, and (iii) such date on which the Delek Logistics Revolving Credit Commitments (as defined in the New Credit Agreement) are terminated in whole due to voluntary termination or certain events of default.

Borrowings under the Delek Logistics Revolving Facility bear interest at either (i) a base rate (equal to the highest of the Prime Rate, the Federal Funds Rate plus 0.50 %, Term SOFR for a one-month interest period plus 1.00 %, and 1.00 %) plus an applicable margin ranging from 0.50 % to 1.00 % per annum, or (ii) a term SOFR-based tranche rate (subject to a 0.00 % floor) plus an applicable margin ranging from 1.50 % to 2.50 % per annum, in each case depending on the Delek Logistics' Total Leverage Ratio (as defined in the New Credit Agreement).

Swing loans bear interest at the base rate plus the applicable margin for base rate loans.

The New Credit Agreement contains affirmative and negative covenants and events of default which the Partnership considers customary and are similar to, but allow additional flexibility to the Partnership and its restricted subsidiaries as compared with, those in our prior credit agreement.

Available capacity and amounts outstanding for each of our revolving credit facilities as of March 31, 2026 are shown below (in millions):

Total Capacity

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Delek Logistics Revolving Facility (2)

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

$ 1,300.0 $ 161.1 $ — $ 1,138.9 March 26, 2031

(1) Based on credit facility in place as of March 31, 2026.

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

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(2) Total capacity includes letters of credit up to $ 150.0 million and $ 50.0 million for swing line loans.

This facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.45 % per annum.

Interest is measured at either the U.S.

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

Unused revolving commitments under the Delek Logistics Revolving Facility incur a commitment fee that ranges from 0.30 % to 0.50 % per annum depending on the Delek Logistics' Total Leverage Ratio.

As of March 31, 2026, the weighted average interest rate was 5.99 % and as of December 31, 2025, the weighted average interest rate was 6.58 %, based on the previous credit facility.

Delek Logistics 2033 Notes

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

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

As of March 31, 2026, the effective interest rate was 7.63 %.

The estimated fair value of the Delek Logistics 2033 Notes was $ 707.2 million as of March 31, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

See Note 11 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 8.625 % Senior

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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.

Net proceeds were used to redeem Delek Logistics' general unsecured senior obligations comprised of $ 250.0 million in aggregate principal maturing on May 15, 2025 plus accrued interest, pay off the Delek Logistics' senior secured term loan with an outstanding balance of $ 281.3 million plus 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").

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

The Additional 2029 Notes were issued under the same indenture as the Delek Logistics 2029 Notes

Notes to Condensed Consolidated Financial Statements (unaudited)

and formed a part of the same series of notes as the Delek Logistics 2029 Notes.

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

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

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

As of March 31, 2026, the effective interest rate was 8.80 %.

The estimated fair value of the Delek Logistic 2029 Notes was $ 1,088.4 million as of March 31, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

See Note 11 for further information.

Delek Logistics 2028 Notes

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

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

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 nine months ended September 30, 2024, and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Delek Logistics 2025 Notes

In May 2018, Delek Logistics and Finance Corp.

issued general unsecured senior obligations comprised of $ 250.0 million in aggregate principal of 6.75 % senior notes maturing on May 15, 2025 ("the Delek Logistics 2025 Notes").

Concurrent with the issuance of the Delek Logistics 2029 Notes, Delek Logistics made a cash tender offer (the "Offer") for all of the outstanding Delek Logistic 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer.

Delek Logistics received tenders from holders of approximately $ 156.2 million in aggregate principal amount.

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

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

As of March 31, 2026, the effective interest rate was 7.37 %.

The estimated fair value of the Delek Logistics 2028 Notes was $ 401.3 million as of March 31, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

See Note 11 for further information

Guarantees Under Revolver and Term Facilities

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

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

As of March 31, 2026, we were in compliance with covenants on all of our debt instruments.

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

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

Notes to Condensed Consolidated Financial Statements (unaudited)

As of March 31, 2026, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use.

Derivative Instruments

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Commodity swaps and futures contracts require cash settlement for the commodity based on the difference between a fixed or floating price and the market price on the settlement date, and options require payment/receipt of an upfront premium.

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 condensed 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.

The aggregate notional amount under this agreement covers $ 500.0 million of the outstanding principal throughout the duration of the interest rate swap.

Because these derivatives are entered into to achieve objectives specifically related to our inventory and

Notes to Condensed Consolidated Financial Statements (unaudited)

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 August 20, 2024 and May 2, 2025, we entered into interest rate swap agreements 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 the agreements cover $ 700.0 million of the outstanding principal throughout the duration of the interest rate swaps.

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

On April 1, 2026, 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 with an effective date of April 3, 2026 and termination date of April 3, 2028.

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.

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

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

Additionally, as of and for the three months ended March 31, 2026, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below.

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

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

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

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

As of March 31, 2026, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.

The following table presents the fair value of our derivative instruments as of March 31, 2026, and December 31, 2025.

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

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See Note 11 for further information regarding the fair value of derivative instruments (in millions).

Notes to Condensed Consolidated Financial Statements (unaudited)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Derivative Type Balance Sheet Location Assets Liabilities Assets Liabilities

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Commodity derivatives (1)

Other current liabilities — — 5.4 ( 5.4 )

Commodity derivatives (1)

Other long-term liabilities 0.1 ( 0.5 ) — —

Other long-term assets 2.1 ( 1.1 ) — —

RINs commitment contracts (2)

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Total net fair value of derivatives $ 17.4 $ ( 5.7 ) $ 0.7 $ ( 5.0 )

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

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

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

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

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

(1) As of March 31, 2026, and December 31, 2025, we had open derivative positions representing 31,373,000 and 8,950,000 barrels, respectively, of crude oil and refined petroleum products.

As of March 31, 2026 and December 31, 2025, we had no open derivative positions representing natural gas products.

(2) As of March 31, 2026, and December 31, 2025, we had open RINs commitment contracts representing 20,636,802 and 112,250,000 RINs, respectively.

(3) As of March 31, 2026, and December 31, 2025, $ 39.2 million and $ 2.4 million, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

2025 2024 2025 2024

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

Three Months Ended March 31,

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

$ ( 65.8 ) $ 15.3

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

0.5 ( 4.1 ) ( 2.3 ) ( 4.1 )

Total gains (losses) $ ( 63.9 ) $ 13.1

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

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

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

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

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

2025 2024 2025 2024

Trading Physical Forward Contract Commodity Derivatives

Realized losses $ — $ — $ — $ ( 0.1 )

Notes to Condensed Consolidated Financial Statements (unaudited)

(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $( 23.3 ) million and $ 1.6 million for the three months ended March 31, 2026 and 2025, respectively.

(2) Gains (losses) on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $ 1.4 million and $( 3.4 ) million for the three months ended March 31, 2026 and 2025, respectively.

Fair Value Measurements

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Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants.

Commodity and Interest Rate Derivatives

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 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.

Environmental Credit Obligations

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

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

As part of our refining operations, we generate certain regulatory environmental credit obligations, the most notable of which is the renewable volume obligation ("RVO"), which are satisfied through 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

With respect to our Consolidated Net RINs Obligation, we recognized losses of $( 180.8 ) million and $( 1.1 ) million on changes in fair value for the three months ended March 31, 2026 and 2025, respectively, primarily attributable to movements in the market prices of RINs that occurred during the period.

Our RINs commitment contracts, which are forward contracts accounted for as derivatives (see Note 10 and Note 15), are future commitments to purchase or sell RINs at fixed prices and quantities.

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

Notes to Condensed Consolidated Financial Statements (unaudited)

Inventory Intermediation

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

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The fair value of the Delek Logistics 2028 Notes is measured based on quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

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

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 401.3 million, respectively, as of March 31, 2026, and $ 400.0 million and $ 402.7 million, respectively, at December 31, 2025.

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 $ 1,095.5 million, respectively, as of September 30, 2025, and $ 1,050.0 million and $ 1,086.9 million, respectively, at December 31, 2024.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 1,050.0 million and $ 1,088.4 million, respectively, as of March 31, 2026, and $ 1,050.0 million and $ 1,100.4 million, respectively, at December 31, 2025.

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.

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

Notes to Condensed Consolidated Financial Statements (unaudited)

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 700.0 million and $ 707.2 million, respectively, as of March 31, 2026, and $ 700.0 million and $ 716.4 million, respectively, at December 31, 2025.

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

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

As of September 30, 2025

As of March 31, 2026

Level 1 Level 2 Level 3 Total

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RINs commitment contracts — ( 3.1 ) — ( 3.1 )

Consolidated Net RINs deficit — ( 461.1 ) — ( 461.1 )

Inventory Intermediation Agreement obligation — ( 230.5 ) — ( 230.5 )

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Net liabilities $ — $ ( 719.1 ) $ — $ ( 719.1 )

Notes to Condensed Consolidated Financial Statements (unaudited)

As of December 31, 2025

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Commodity derivatives $ — $ 15.0 $ — $ 15.0

Interest rate swap derivatives — 8.3 — 8.3

RINs commitment contracts — 0.3 — 0.3

Total assets — 15.0 — 15.0

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

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

As of March 31, 2026, and December 31, 2025, $ 39.2 million and $ 2.4 million, respectively, of cash collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty.

See Note 10 for further information regarding derivative instruments.

The aggregate notional amount under this agreement covers $ 200.0 million of the outstanding principal with an effective date of April 3, 2026 and termination date of April 3, 2028.

Non-Recurring Fair Value Measurements

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

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

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 condensed consolidated statements of income.

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

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

Thus we recorded a full impairment of the asset.

Notes to Condensed Consolidated Financial Statements (unaudited)

See Note 2 for further information.

Commitments and Contingencies

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However, there have been and will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures.

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

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

While it is often difficult to quantify future environmental or safety related expenditures, we anticipate

Notes to Condensed Consolidated Financial Statements (unaudited)

that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations.

As of March 31, 2026, we have recorded an environmental liability of approximately $ 35.6 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own.

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

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In the future, we could be required to extend the expected remediation period or undertake additional investigations of our refineries, pipelines, and terminal facilities, which could result in the recognition of additional remediation liabilities.

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

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

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

The settlement charge was recorded in other operating income, net in the condensed 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.

As a result of the termination of the License Agreement, we are no longer obligated to remove equipment from the property for certain development activities and as a result we have reversed the $ 17.9 million asset retirement obligation recorded in connection with the Delek/Alon Merger, effective July 1, 2017, since we own the property and intend to operate the property as an asphalt and marine fuel terminal and there was no remaining basis in the equipment.

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

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

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

Notes to Condensed Consolidated Financial Statements (unaudited)

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 Renewable Fuel Standard - 2 ("RFS-2") regulations.

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.

Other Losses and Contingencies

Delek maintains property damage insurance policies which have varying deductibles.

Delek also maintains business interruption insurance policies, with varying coverage limits and waiting periods.

Covered losses in excess of the deductible and outside of the waiting period are recoverable under th e property and business interruption insurance policies.

El Dorado Refinery Fire

On February 27, 2021, our El Dorado refinery experienced a fire in its Penex unit.

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

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

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

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

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

Lease Commitment

Delek Logistics has entered into an arrangement with a third party to construct, own, and subsequently lease to us certain sour gas gathering equipment near our Libby gas processing plant.

The construction is expected to be completed in the second quarter of 2026, at which time we have committed to enter into a finance lease for the equipment.

During construction, we are not deemed to control the assets and are not obligated to fund construction costs;

therefore, we have not recognized the assets or related obligations on our balance sheet as of March 31, 2026.

The total estimated project cost is approximately $ 60 million.

Upon lease commencement, we will recognize a right-of-use asset and lease liability in accordance with ASC 842, Leases ("ASC 842").

Under ASC 740, Income Taxes (“ASC 740”), we generally use an estimated annual tax rate to record income taxes.

For interim financial reporting, except in specified cases, the quarterly income tax provision aligns with the estimated annual tax rate, updated each quarter based on revised full-year pre-tax book earnings.

In certain situations, the estimated annual tax rate may distort the interim income tax provision due to significant permanent differences.

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

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

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

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

Our effective tax rate for continuing operations was 23.4 % and 18.9 % for the three months ended March 31, 2026 and 2025, respectively.

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

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

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

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

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

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

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

The change in our effective tax rate for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to a decrease in quarter-to-date pre-tax earnings, the impact of fixed dollar favorable permanent adjustments, and changes in valuation allowances on the quarter.

Related Party Transactions

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

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

2025 2024 2025 2024

Three Months Ended March 31,

$ 18.9 $ 21.1

3 unchanged sentences

(2) Consists primarily of pipeline throughput fees paid by the refining segment and asphalt purchases.

Notes to Condensed Consolidated Financial Statements (unaudited)

Other Current Assets and Liabilities

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

Other Current Assets September 30, 2025 December 31, 2024

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

Short-term derivative assets (see Note 11)

Other Current Assets March 31, 2026 December 31, 2025

Prepaid expenses $ 122.8 $ 55.8

Short-term derivative assets (see Note 10)

Income and other tax receivables 4.7 7.2

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Total $ 149.9 $ 67.5

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

Product financing agreements $ 398.8 $ 185.9

Accrued Expenses and Other Current Liabilities March 31, 2026 December 31, 2025

Consolidated Net RINs deficit (1) (see Note 11)

$ 461.1 $ 107.4

Crude purchase liabilities 281.0 182.5

Employee costs 97.2 43.2

Product financing agreements 144.1 243.8

Deferred revenue 68.4 71.0

Income and other taxes payable 53.0 86.5

Consolidated Net RINs deficit (see Note 12)

Employee costs 48.2 73.3

Short-term derivative liabilities (see Note 10)

Deferred revenue 4.3 6.9

Other 90.2 91.7

Total $ 1,149.1 $ 858.9

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

(1) Inclusive of a RIN lower of cost or market reserve of $ 7.7 million as of 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 $ 1.0 million and $ 10.4 million as of September 30, 2025, and December 31, 2024, respectively.

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

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

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

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

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

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

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

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

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

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

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

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

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

Future cost estimates for these initiatives are continuing to be developed.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

Three Months Ended September 30, 2025

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

Three Months Ended March 31, 2026

Type of Costs Statement of Income Location Refining Logistics Corporate,

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Consulting fees, severance costs, and equity based compensation General and administrative expenses $ — $ — $ 1.7 $ 1.7

Other Cost of materials and other 0.5 — — 0.5

Severance costs and equity based compensation Operating expenses — — 1.0 1.0

Total $ — $ — $ 2.7 $ 2.7

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

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

Severance costs and bonus expense Operating expenses — — 3.8 3.8

Impairment Asset impairment — — 9.2 9.2

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

Consulting fees, severance costs and equity based compensation General and administrative expenses $ — $ — $ 7.5 $ 7.5

Severance costs and equity based compensation Operating expenses 0.3 — 0.6 0.9

Total $ 0.3 $ — $ 8.1 $ 8.4

Nine Months Ended September 30, 2025

Accumulated Restructuring Costs

The following table summarizes (in millions) the restructuring costs recognized in the Company's condensed consolidated statements of income since inception of the the restructuring plan in fiscal year 2022 through the period ended March 31, 2026, excluding discontinued operations:

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Other and Eliminations Total

Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 0.5 $ 0.4 $ 105.9 $ 106.8

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Severance costs and equity based compensation Operating expenses 0.8 — 22.1 22.9

Total $ 1.0 $ — $ 67.0 $ 68.0

Nine Months Ended September 30, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

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

Severance costs and bonus expense Operating expenses 0.4 — 3.8 4.2

Impairment Asset impairment 22.1 — 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 $ 162.7 $ 202.6

Notes to Condensed Consolidated Financial Statements (unaudited)

Restructuring Costs Liability Roll-forward:

The following table presents the movement of the restructuring liability, within the condensed consolidated balance sheets (in millions):

Type of Costs Statement of Income Location Balance at December 31, 2025 Expense Payments Other Balance at March 31, 2026

Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 0.2 $ 1.7 $ ( 0.2 ) $ ( 1.7 ) $ —

Severance costs and equity based compensation Operating expenses — 1.0 — ( 1.0 ) —

Total $ 0.2 $ 2.7 $ ( 0.2 ) $ ( 2.7 ) $ —

Equity-Based Compensation

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

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

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

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

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

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

Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $ 5.5 million and $ 5.9 million for the three months ended March 31, 2026 and 2025, respectively.

These amounts are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income.

As of March 31, 2026, there was $ 27.4 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.8 years.

We issued net shares of common stock of 1,416,783 and 61,150 as a result of exercised or vested equity-based awards during the three months ended March 31, 2026 and 2025, respectively.

These amounts are net of 792,055 and 25,730 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three months ended March 31, 2026 and 2025, respectively.

On April 20, 2026, the stockholders of the Company approved the 2026 Long-Term Incentive Plan (the “2026 Plan”).The 2026 Plan replaces the Company’s 2016 Long-Term Incentive Plan.

Participants may be granted awards under the 2026 Plan in the form of options to purchase shares of Delek common stock, stock appreciation right awards, restricted stock awards, restricted stock units ("RSUs") awards, performance-based RSUs, and other forms of stock-based awards.

No further awards will be made under the 2016 Long-Term Incentive Plan.

Shareholders' Equity

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April 20, 2026 $ 0.255 May 1, 2026 May 8, 2026

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

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

Stock Repurchase Program

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The authorization has no expiration date.

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

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

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

During the three months ended March 31, 2025, 2,009,420 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 31.5 million.

No shares were repurchased for the three months ended March 31, 2026.

As of March 31, 2026, there was $ 464.2 million of authorization remaining under Delek's aggregate stock repurchase program.

Management's Discussion and Analysis

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

What changed 10-Q

Item 1. Financial Statements