What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-11-07 · 219 added, 431 removed, 623 unchanged (51% of the section changed)

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Please note that this list may be updated from time to time.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act").

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.

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

Forward-looking statements include, among other things, statements that refer to the acquisition of H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream") (the "H2O Midstream Acquisition") and the acquisition of Gravity Water Intermediate Holdings LLC ("Gravity") (the "Gravity Acquisition"), including any statements regarding the expected benefits, synergies, growth opportunities, impact on liquidity and prospects, and other financial and operating benefits thereof, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the outbreak of a pandemic and its impact on oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning possible future results of operations, business and growth strategies, including as the same may be impacted by any ongoing military conflict, such as the war between Russia and Ukraine ("the Russia-Ukraine War"), the conflict between Israel and Hamas (the "Israel-Hamas War"), and the conflict between Israel and Iran (the "Israel-Iran War"), financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, including the sale of our retail fuel and convenience stores (the "Retail Stores") to a subsidiary of Fomento Económico Mexicano, S.A.B.

(“FEMSA”), statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts.

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

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

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

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

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

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

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• increases in our debt levels or costs;

Management's Discussion and Analysis

• possibility of accelerated repayment on a portion of our Inventory Intermediation Agreement obligation if the purchase price adjustment feature triggers a change on the re-pricing dates;

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• seasonality;

• the decline in margins impacting current results and forecasts could result in impairments in certain of our long-lived or indefinite-lived assets, including goodwill, or have other financial statement impacts that cannot currently be anticipated;

• the decline in margins impacting current results and forecasts could result in impairments in certain of our long-lived or indefinite-lived assets, including

Management's Discussion and Analysis

goodwill, or have other financial statement impacts that cannot currently be anticipated;

• earthquakes, hurricanes, tornadoes, and other weather events, which can unforeseeably affect the price or availability of electricity, natural gas, crude oil, and other feedstocks, critical supplies, refined petroleum products and ethanol;

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

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

• impacts of global conflicts such as the armed conflicts in Ukraine and the Middle East;

• future decisions by the Organization of Petroleum Exporting Countries ("OPEC") and the members of other leading oil producing countries (together with OPEC, “OPEC+”) regarding production and pricing and disputes between OPEC+ members regarding the same;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We are focused on maintaining and expanding on the successful efforts achieved in EOP since 2024 and unlocking further free cash flow improvements across all lines of our business.

In 2026, we completed the Big Spring Refinery turnaround safely, on budget and on-time, allowing us to maximize operations for the summer driving season.

We also executed asset purchase agreements with Delek Logistics, (collectively referred to as “the Intercompany Agreements”) which will bring refining related activities and assets back to our refining segment and create further economic independence to our Logistics business.

We also continue to deliver on strong balance sheet initiatives, including entering into amended and new credit facilities for Delek and Delek Logistics in April and March, respectively.

Global crude oil and refined product markets have experienced significant volatility in 2026 due to geopolitical instability in the Middle East, including the ongoing conflict involving Iran and resulting disruptions to maritime transit through the Strait of Hormuz.

In the first quarter of 2026, the Refining segment provided higher margins than 2025 due to increased crack spreads.

The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential became favorable in the first quarter of 2026.

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

The near term economic outlook still has uncertainty due to geopolitical instability, commodity market volatility and our requirements to comply with the U.S.

Environment Projection Agency’s Renewable Fuel Standard - 2 ("RFS-2") regulations.

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

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This includes the progress made on our EOP.

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

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

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

The EOP also includes stronger margins including accretive minimal capital projects in our Refining segment and commercial improvements including market optionality, improved product slate, and optimization.

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

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

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

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

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

As of March 31, 2026, we returned $15.6 million of capital in 2026 to shareholders through dividends.

Our near-term focus is centered around the following:

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

(1) operational excellence, (2) financial strength and flexibility, (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams, (4) continuing our EOP efforts to enhance margin and cash flow and (5) return to investors.

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

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Other 2026 Developments

Acquisition of Gravity

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

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

Management's Discussion and Analysis

Inventory Intermediation Agreement Amendment

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

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

Delek Logistics

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

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

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

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

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

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

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

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

These transactions with Delek Logistics will be eliminated in consolidation.

Delek Logistics Debt Agreement

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

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

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

Small Refinery Exemptions

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

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

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

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

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

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

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

On January 30, 2026, we entered into 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 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.

These transactions with Delek Logistics have been eliminated in consolidation.

Information About Our Segments

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

refining, logistics, and retail.

However, in July 2024, we entered into a definitive equity purchase agreement (the "Retail Purchase Agreement") with FEMSA.

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

the Retail Stores (the "Retail Transaction").

On September 30, 2024, the Retail Transaction closed.

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

We aggregated our operating segments 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 our corporate activities, results of certain immaterial operating segments, including our Canadian crude trading operations and intercompany eliminations.

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

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

The refining segment has a combined nameplate capacity of 302,000 bpd as of March 31, 2026.

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

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

Our refining segment also owns three biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas, Cleburne, Texas, and New Albany, Mississippi.

Our refining segment also owns two biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas 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 the fourth quarter of 2025, we sold our Cleburne, Texas facility.

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

Logistics Overview

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

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

markets, distributes, transports and stores refined products;

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

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

DKL), where we owned a 63.3% interest at March 31, 2026.

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

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

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

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

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

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

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

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

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

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Operational Excellence

Financial Strength and Flexibility

Strategic Initiatives

Financial Strength and Flexibility - EOP

Strategic Initiatives - "sum of the parts"

Operational Excellence

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For 2026, we are focused on the following:

• Prioritize safety and environmental compliance by the continued implementation of foundational best practices to increase operations ability to provide safe, compliant, and reliable operations.

• Prioritize safety and environmental compliance through the continued implementation of foundational best practices to increase our ability to provide safe, compliant, and reliable operations.

• Focus on operational excellence by building out our operations centric area business teams, as well as other key competency training.

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For 2026, we are focused on the following:

• Reward our shareholders and investors with a disciplined and balanced capital allocation framework, including opportunities to strengthen our balance sheet by reducing debt or opportunistically repurchasing shares with excess cash.

• Build on the “zero-based budget” cost saving plan completed in 2024, with a comprehensive margin enhancement plan included within the EOP.

The EOP initiatives are focused on improving our financial health and ability to generate free cash flow.

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

• Rewarding our shareholders and investors with a disciplined and balanced capital allocation framework, including opportunities to strengthen our balance sheet by reducing debt or opportunistically repurchasing shares with excess cash.

• Maintaining our successful efforts to date with the EOP, and expanding our cost saving initiatives with EOP 2.0.

This includes leaner costs, including lower general and administrative expenses, lower operating expenses, specifically at our refineries, and lowering interest expense.

The EOP also includes margin initiatives including accretive, minimal capital projects in our refining segment and commercial improvements through market optionality, improved Delek Logistics, and product slate optimization.

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Operational Excellence Financial Strength & Flexibility Strategic Initiatives

Executing Strategic Midstream Acquisition:

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

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

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

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

Adding Flexibility to the Inventory Intermediation Agreement:

On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (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.

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

Increasing Shareholder Value by Executing Buybacks:

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

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

Monetizing Our Investment in Delek Logistics:

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

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

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

Expanding Delek Logistics' Natural Gas Processing Capability:

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

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

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

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

Enterprise Optimization Plan

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

In 2026, we are focused on maintaining the successful efforts achieved since 2024 and unlocking further free cash flow improvements across all lines of our business.

Executing Strategic Transactions with Delek Logistics:

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

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

The Tyler Tank Purchase closed on April 1, 2026 with payment made through the return of approximately 359.4 thousand Delek Logistics common units.

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

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

Extending Long Term Debt Maturities:

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

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

Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility providing Delek Logistics with $1.1 billion of availability on the facility as of June 30, 2025.

Management's Discussion and Analysis

Additionally, on January 1, 2026 we closed on the previously announced repurchase of the El Dorado rail facility.

Minimizing Financial Risk

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 Secured Overnight Financing Rate ("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.

Efficient Access to Capital

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").

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, (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.

On March 26, 2026, Delek Logistics Partners, LP entered into a 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.

Market Trends

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

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

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

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

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

However, U.S.

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

Crack spreads were higher in 2026 than 2025, but below historically high crack spreads in 2023.

Many uncertainties remain in 2026 with respect to the global supply and demand of the crude oil and refined products markets heightened by the ongoing conflict in Iran and it is difficult to predict the ultimate economic impacts this may have on our operations.

Additionally, U.S.

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

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

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

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

The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2025 and for the first quarterly period in 2026.

Management's Discussion and Analysis

Crude Pricing Differentials

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Conversely, as these price discounts widen, so does our competitive advantage, created specifically by our access to WTI Midland crude sourced through our gathering systems.

The chart below illustrates the key differentials impacting our refining operations, including WTI Cushing to Brent, WTI Midland to WTI Cushing, and Louisiana Light Sweet crude oil ("LLS") to WTI Cushing for each of the quarterly periods in 2025 and for the first quarterly period in 2026.

Management's Discussion and Analysis

Refined Product Prices

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

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

Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2025 and for the first quarterly period in 2026.

Crack Spreads

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

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

The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2025 and for the first quarterly period in 2026.

Management's Discussion and Analysis

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

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

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

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

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

While we obtain RINs in our refining and logistics segments through our ethanol blending, our refining segment still must purchase additional RINs to satisfy its obligations.

Prior to the idling of the biodiesel facilities in 2024, we obtained RINs through biodiesel blending and generated RINs through biodiesel production.

While we obtain RINs in our refining and logistics segments through our ethanol and biodiesel blending and generate RINs through biodiesel production, our refining segment still must purchase additional RINs to satisfy its obligations.

Additionally, our ability to obtain RINs through blending is limited by our refined product slate, blending capabilities and market constraints.

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

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

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

The chart below illustrates the volatility in RINs beginning with the first quarter of 2025 through the first quarter of 2026.

Management's Discussion and Analysis

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

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

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

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

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

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

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

Management's Discussion and Analysis

The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") beginning with the first quarter of 2025 through the first quarter of 2026.

Non-GAAP Measures

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

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

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

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

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Non-GAAP Reconciliations

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

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

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

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

2025 2024 2025 2024

Refining segment EBITDA $ 464.1 $ 12.8 $ 543.0 $ 135.2

Logistics segment EBITDA 102.0 68.6 277.6 268.9

Segment EBITDA attributable to Delek $ 566.1 $ 81.4 $ 820.6 $ 404.1

Corporate expenses, eliminations and other 153.5 88.9 371.5 163.3

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

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

Three Months Ended March 31,

Reported net (loss) income attributable to Delek US $ (201.3) $ (172.7)

Proportional interest, taxes, depreciation and amortization of equity-method investments 7.3 7.1

Interest expense, net 84.5 84.1

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Depreciation and amortization 103.3 101.3

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

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

EBITDA attributable to Delek $ (64.5) $ (17.1)

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

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Refining Segment

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

2025 2024 2025 2024

Three Months Ended March 31,

Total revenues $ 2,630.5 $ 2,608.3

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Summary Statement of Operations Data (1)

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

Three Months Ended March 31,

Net revenues $ 2,653.1 $ 2,641.9

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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

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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 expenses, net 69.6 69.2

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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)

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Results of Operations

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

Consolidated Results of Operations — Comparison of the Three Months Ended March 31, 2026 versus the Three Months Ended March 31, 2025

Net Income (Loss)

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

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

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

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

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

Consolidated net loss for the three months ended March 31, 2026 was $190.9 million compared to a net loss of $158.5 million for the three months ended March 31, 2025.

Consolidated net loss attributable to Delek for the three months ended March 31, 2026 was $201.3 million, or $(3.34) per basic share, compared to a loss of $172.7 million, or $(2.78) per basic share, for the three months ended March 31, 2025.

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

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

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

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

Gulf Coast gasoline of 7.1% and U.S.

Gulf Coast HSD of 1.9%.

These decreases were partially offset by the following:

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

Gulf Coast ULSD of 1.8%;

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

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

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

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

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

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

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

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

These decreases were partially offset by the following:

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

We generated net revenues of $2,653.1 million and $2,641.9 million during the three months ended March 31, 2026 and 2025, respectively, an increase of $11.2 million, or 0.4%.

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

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

Gulf Coast gasoline of 5.6%, ULSD of 19.7%, and U.S.

Gulf Coast HSD of 17.5%;

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

• increased revenue primarily related to increased crude activity in our Delaware Gathering operations.

These increases were partially offset by the following:

• decreased sales volumes (including purchased products) in our refining segment primarily related to the Big Spring refinery turnaround in the first quarter of 2026.

Total Operating Costs and Expenses

Cost of Materials and Other

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

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

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

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

Management's Discussion and Analysis

These decreases were partially offset by the following:

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

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

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

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

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

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

These decreases were partially offset by the following:

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

Operating Expenses

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

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

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

• an increase in employee costs;

• an increase in outside services;

• an increase in maintenance costs;

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

Cost of materials and other was $2,465.8 million for the three months ended March 31, 2026, compared to $2,399.5 million for the three months ended March 31, 2025, an increase of $66.3 million, or 2.8%.

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

• an increase in the cost of crude oil feedstocks at the refineries, including a 1.7% increase in the average cost of WTI Cushing crude oil and a 0.1% increase in the average cost of WTI Midland crude oil;

• an increase in the price of RINs for the three months ended March 31, 2026;

• an increase in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations and the Delek Permian Gathering operations.

These increases were partially offset by the following:

• a decrease in lease and rental costs.

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

• decreased sales volume (including purchased products) in our refining segment primarily related to the Big Spring refinery turnaround in the first quarter of 2026.

Operating Expenses

Operating expenses (included in both cost of sales and other operating expenses) were $221.5 million for the three months ended March 31, 2026 compared to $212.4 million for the three months ended March 31, 2025, an increase of $9.1 million, or 4.3%.

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

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

• an increase in employee costs;

• an increase in outside services;

• an increase in maintenance costs;

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

These increases were partially offset by the following:

• a decrease in insurance costs;

• a decrease in lease and rental costs.

• an increase in employee costs of $10.9 million, insurance costs of $3.9 million and supplies of $2.3 million.

• These increases were partially offset by a decrease in outside services of $3.6 million primarily due to the Big Spring refinery turnaround and maintenance costs of $3.3 million.

General and Administrative Expenses

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

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

General and administrative expenses were $44.0 million for the three months ended March 31, 2026 compared to $61.5 million for the three months ended March 31, 2025, a decrease of $17.5 million, or 28.5%.

The decrease was primarily driven by decreased employee costs of $8.6 million, restructuring costs of $4.1 million and supplies costs of $2.2 million.

Management's Discussion and Analysis

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

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

Depreciation and Amortization

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

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

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

Asset Impairment

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

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

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

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

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

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

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

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

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

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

Depreciation and amortization (included in both cost of sales and other operating expenses) was $103.3 million for the three months ended March 31, 2026 compared to $101.3 million for the three months ended March 31, 2025, an increase of $2.0 million, or 2.0%.

The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.

Other Operating Expense (Income), Net

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

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

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

Other operating income, net was $2.2 million and $7.0 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of $4.8 million, or 68.6% .

The decrease was primarily driven by the following:

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

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

Management's Discussion and Analysis

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

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

These decreases were partially offset by the following:

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

• for the three months ended March 31, 2025, we recorded a gain of $4.3 million related to Delek Logistics' eminent domain settlement.

Non-Operating Expenses, Net

Interest Expense, Net

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

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

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

The increase was partially offset by the following:

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

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

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

• lower hedge gains associated with our interest rate swap.

This increase was partially offset by the following:

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

Interest expense, net was $84.5 million in the three months ended March 31, 2026, compared to $84.1 million for three months ended March 31, 2025, an increase of $0.4 million, or 0.5% primarily due to the following:

• an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) and an increase in the average effective interest rate partially offset by hedge gains associated with our interest rate swaps.

Results from Equity Method Investments

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

We recognized income from equity method investments of $14.6 million for the three months ended March 31, 2026, compared to $13.3 million for the three months ended March 31, 2025, an increase of $1.3 million, or 9.8%.

This increase was primarily driven by the following:

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

This increase was partially offset by the following:

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

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

This decrease was primarily driven by the following:

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

Management's Discussion and Analysis

• an increase in income from our investment in W2W Holdings LLC to $9.6 million during the three months ended March 31, 2026 from $5.4 million in the three months ended March 31, 2025.

The increase was partially offset by the following:

• a decrease in income from our investment in Red River Pipeline Company LLC to $1.9 million during the three months ended March 31, 2026 from $2.3 million in the three months ended March 31, 2025;

• a decrease in income from our investment in two other pipeline joint ventures to $0.1 million during the three months ended March 31, 2026 from $2.1 million in the three months ended March 31, 2025;

• a decrease in income from our asphalt terminal equity method investment.

Other Expense (Income), net

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

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

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

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

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

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

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

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

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

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

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

Other expense (income), net was $0.3 million of income in the three months ended March 31, 2026, compared to $1.6 million of income for the three months ended March 31, 2025, a decrease of $1.3 million, or 81.3%.

For the three months ended March 31, 2026, we recorded an income tax benefit of $58.2 million from continuing operations compared to an income tax benefit of $36.8 million from continuing operations for the three months ended March 31, 2025, primarily driven by the following:

• an increase to pre-tax loss of $248.9 million in the three months ended March 31, 2026 compared to a pre-tax loss of $195.0 million in the three months ended March 31, 2025;

• our effective tax rates were 23.4% and 18.9% for the three months ended March 31, 2026 and 2025, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes.

Refer to Note 13 of our condensed consolidated financial statements in Item 1.

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Selected Refining Financial Information

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

2025 2024 2025 2024

Three Months Ended March 31,

Revenues $ 2,630.5 $ 2,608.3

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

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

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

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

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Refinery Statistics

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

2025 2024 2025 2024

Three Months Ended March 31,

Total Refining Segment

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Refinery Statistics (continued)

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

2025 2024 2025 2024

Three Months Ended March 31,

Tyler, TX Refinery

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Refinery Statistics (continued)

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

2025 2024 2025 2024

Three Months Ended March 31,

Big Spring, TX Refinery

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Other feedstocks

2,117 3,817 4,126 4,638

Total throughput 30,534 59,415

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30,954 32,321

3,864 1,559 3,899 1,773

Petrochemicals, LPG, NGLs

6,532 6,332 6,508 5,665

— 602 — 1,919

Total production

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Other feedstocks

4,884 4,141 4,821 5,948

Total throughput

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Refinery Sales to Other Segments

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

Three Months Ended March 31,

(in barrels per day) 2026 2025

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Pricing Statistics (average for the period presented)

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

2025 2024 2025 2024

Three Months Ended March 31,

WTI — Cushing crude oil (per barrel) $ 72.67 $ 71.47

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Management's Discussion and Analysis

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

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

The decrease was primarily driven by the following:

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

Gulf Coast gasoline of 7.1% and U.S.

Gulf Coast HSD of 1.9%.

These decreases were partially offset by the following:

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

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

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

We eliminate this intercompany revenue in consolidation.

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

The decrease was primarily driven by the following:

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

Gulf Coast gasoline of 11.3% and ULSD of 8.6%;

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

These decreases were partially offset by the following:

Refining Segment Operational Comparison of the Three Months Ended March 31, 2026 versus the Three Months Ended March 31, 2025

Revenues for the refining segment increased $22.2 million, or 0.9%, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase was primarily driven by the following:

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

Gulf Coast gasoline of 5.6%, ULSD of 19.7%, and U.S.

Gulf Coast HSD of 17.5%.

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

These increases were partially offset by the following:

• a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.

Revenues included sales to our logistics segment of $108.2 million and $90.0 million for the three months ended March 31, 2026 and 2025, respectively.

We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

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

The decrease was primarily driven by the following:

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

These decreases were partially offset by the following:

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

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

Cost of materials and other decreased $69.1 million, or 2.8%, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This decrease was primarily driven by the following:

• decreases in the cost of WTI Cushing crude oil, from an average of $77.72 per barrel to an average of $66.74, or 14.1%;

and decreases in the cost of WTI Midland crude oil, from an average of $78.75 per barrel to an average of $67.52, or 14.3%;

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

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

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

Management's Discussion and Analysis

• a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.

The decrease was partially offset by the following:

• an increase in the price of RINs for the three months ended March 31, 2026;

• increases in the cost of WTI Cushing crude oil, from an average of $71.47 per barrel to an average of $72.67, or 1.7%;

and increases in the cost of WTI Midland crude oil, from an average of $72.52 per barrel to an average of $72.57, or 0.1%.

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

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

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

These costs and fees were $166.7 million and $125.9 million during the three months ended March 31, 2026 and 2025, respectively.

We eliminate these intercompany fees in consolidation.

Operating Expenses

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

• higher natural gas prices in 2025;

• an increase in employee costs;

• an increased outside services.

These increases were partially offset by the following:

• a decrease in lease and rental costs.

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

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

• higher natural gas prices in 2025;

• an increase in outside services.

These increases were partially offset by the following:

• a decrease in employee costs;

• a decrease in insurance costs;

• a decrease in lease and rental costs.

Operating expenses decreased $7.9 million, or 5.0%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

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

• a decrease in outside services of $8.6 million and variable expenses of $3.5 million including electricity, natural gas, chemical, and catalyst costs primarily driven by the Big Spring refinery turnaround.

• These decreases were partially offset by an increase in insurance costs of $3.0 million and employee costs of $1.3 million.

Refining Margin

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

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

• an increase in sales volume;

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

Refining margin increased by $91.3 million, or 66.4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, with a refining margin percentage of 8.7% as compared to 5.3% for the three months ended March 31, 2026 and 2025, respectively, primarily driven by the following:

• a 57.4% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 54.6% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 84.9% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery).

Management's Discussion and Analysis

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

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

These increases were partially offset by the following:

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

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

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

• a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.

Management's Discussion and Analysis

EBITDA increased by $95.0 million, or 601.3% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to an increase in refining margin driven by increased crack spreads offset by decreased sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.

Management's Discussion and Analysis

Logistics Segment

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Selected Logistics Financial and Operating Information

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

2025 2024 2025 2024

Three Months Ended March 31,

Revenues $ 297.5 $ 249.9

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East Texas - Tyler refinery sales volumes (average bpd) (2)

67,439 70,172 67,609 69,246

Big Spring wholesale marketing throughputs (average bpd) — 22,700 — 60,109

West Texas wholesale marketing throughputs (average bpd) 11,771 10,826

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Management's Discussion and Analysis

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

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

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

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

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

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

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

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

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

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

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

We eliminate this intercompany revenue in consolidation.

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

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

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

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

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

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

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

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

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

Logistics Segment Operational Comparison of the Three Months Ended March 31, 2026 versus the Three Months Ended March 31, 2025

Net revenues increased by $47.6 million, or 19.0%, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily driven by the following:

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

◦ the average sales prices per gallon of gasoline and diesel sold increased by $0.09 and $0.35 per gallon, respectively;

◦ the volumes of diesel sold decreased by 0.8 million and the volumes of gasoline sold increased by 4.7 million gallons;

◦ RINs revenue increased $2.4 million due to increased RINs prices.

• increased revenue of $36.1 million primarily associated with the Delek Permian Gathering purchasing and blending activities which was transferred to Delek Logistics on May 1, 2025 (the "DPG Dropdown") and increased crude activity in our Delaware Gathering operations.

These increases were partially offset by the following:

• a decrease of $6.7 million associated with the termination of a marketing agreement with Delek Holdings, under which we marketed 100% of the refined products output of the Tyler Refinery (the "East Texas Marketing Agreement") effective January 1, 2026.

Revenues included sales to our refining segment of $166.7 million and $125.9 million for the three months ended March 31, 2026 and 2025, respectively, and sales to corporate and other of $0.0 million and $0.4 million for the three months ended March 31, 2026 and 2025, respectively.

We eliminate this intercompany revenue in consolidation.

Management's Discussion and Analysis

Cost of Materials and Other

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

The increase was primarily driven by the following:

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

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

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

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

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

We eliminate these intercompany costs in consolidation.

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

This decrease was primarily driven by the following:

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

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

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

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

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

Cost of materials and other for the logistics segment increased by $39.5 million, or 30.6%, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This increase was primarily driven by the following:

• increased costs of materials and other of $15.6 million in our West Texas marketing operations was primarily driven by an increase in average cost per gallon and a net increase in volumes sold:

◦ the average cost per gallon of gasoline and diesel sold increased by $0.03 per gallon and $0.40 per gallon, respectively;

◦ the volumes of diesel sold decreased by 0.8 million gallons, and the volumes of gasoline sold increased by 4.7 million.

• an increase of $26.0 million in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations and transportation costs in our Delek Permian Gathering operations.

Our logistics segment purchased product from our refining segment for $108.2 million and $90.0 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

We eliminate these intercompany costs in consolidation.

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Operating Expenses

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

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

• increase in natural gas and electrical costs;

• increase in employee costs.

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

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

This increase was partially offset by the following:

• a decrease in outside services.

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

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

• a $1.12 per barrel increase in wholesale margins.

These increase were partially offset by the following:

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

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

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

Operating expenses increased by $6.1 million, or 14.9%, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by the following:

• an increase of $5.4 million in outside services and $2.1 million in variable expenses.

• These increases were partially offset by a decrease in maintenance and repair costs of $2.2 million.

EBITDA increased by $2.7 million, or 2.9%, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by the following:

• an $2.78 per barrel increase in wholesale margins;

• increased revenue from crude gathering.

These increases were partially offset by the following:

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

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

• lower revenue due to the assignment of the East Texas Marketing Agreement to Delek Holdings effective January 1, 2026.

Management's Discussion and Analysis

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• potential issuances of additional equity and debt securities.

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

At March 31, 2026, our total liquidity amounted to $2,567.0 million comprised primarily of $1,942.9 million in unused credit commitments under our revolving credit facilities (as discussed in Note 9 of our condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q) and $624.1 million in cash and cash equivalents.

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

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

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

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

On April 20, 2026, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock.

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

5 unchanged sentences

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

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

As of March 31, 2026, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 9 of our condensed consolidated financial statements in Item 1.

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

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

Additionally, we were in compliance with covenants during the quarter ended March 31, 2026.

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

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

the ability to nominate each month whether to include volumes related to the Krotz Springs, El Dorado and Big Spring refineries for funding under the Inventory Intermediation Agreement (as defined in Note 8 of our condensed consolidated financial statements in Item 1.

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

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

Management's Discussion and Analysis

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

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flow Data:

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Investing activities - continuing operations (190.3) (314.6)

Investing activities - discontinued operations — 361.7

Total Investing activities (190.3) (314.6)

2 unchanged sentences

Net (decrease) increase $ (1.7) $ (111.8)

Management's Discussion and Analysis

Cash Flows from Operating Activities

Continuing Operations

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

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

Net cash provided by operating activities from continuing operations was $461.3 million for the three months ended March 31, 2026, compared to net cash used of $62.1 million for the comparable period of 2025.

The increases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $510.1 million increase in cash provided by operating activities partially offset by an increase in cash paid for debt interest of $7.7 million.

Cash Flows from Investing Activities

Continuing Operations

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

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

Net cash used in investing activities from continuing operations was $190.3 million for the three months ended March 31, 2026, compared to $314.6 million in the comparable period of 2025.

The decrease in cash flows used in investing activities was primarily due to the Gravity Acquisition in 2025 for $181.2 million offset by a $52.0 million increase in purchases of property, plant and equipment.

Cash Flows from Financing Activities

Continuing Operations

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

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

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

Net cash used in financing activities from continuing operations was $272.5 million for the three months ended March 31, 2026, compared to cash provided of $265.2 million in the comparable 2025 period.

The decrease in cash provided was primarily due to net payments on long-term revolvers of $50.7 million for the three months ended March 31, 2026 compared to net proceeds of $269.7 million in the comparable 2025 period, net payments on product and other financing arrangements of $147.6 million for the three months ended March 31, 2026 compared to net proceeds of $67.6 million in the comparable 2025 period and payments of $9.0 million for deferred financing costs for the three months ended March 31, 2026.

These increases in cash used were partially offset by a decrease of $31.5 million in share buybacks.

Cash Position and Indebtedness

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

As of March 31, 2026, our total cash and cash equivalents were $624.1 million, and we had total long-term indebtedness of approximately $3,183.1 million.

The total long-term indebtedness is net of deferred financing costs and debt discount of $47.1 million.

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Total unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,942.9 million.

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

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

The decrease of $53.1 million in total long-term principal indebtedness as of March 31, 2026 compared to December 31, 2025 resulted primarily from a decrease in net borrowings under the Delek Logistics Revolving Facility.

As of March 31, 2026, our total long-term indebtedness (as defined in Note 9 of the condensed consolidated financial statements in Item 1.

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

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

Management's Discussion and Analysis

• aggregate principal of $919.1 million under the Delek Term Loan Credit Facility (maturity of November 19, 2029 and effective interest of 8.21%);

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

• aggregate principal of $161.1 million under the Delek Logistics Revolving Facility (maturity of March 26, 2031 and average borrowing rate of 5.99%);

• aggregate principal of $400.0 million under the Delek Logistics 2028 Notes (due in 2028, with effective interest rate of 7.37%);

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

• aggregate principal of $700.0 million under the Delek Logistics 2033 Notes (due in 2033, with effective interest rate of 7.64%);and

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

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

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

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

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

Our long-term inventory intermediation obligation with Citigroup Energy Inc.

("Citi") was $230.5 million at March 31, 2026.

See Note 8 of the accompanying condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for additional information about our Inventory Intermediation Agreement.

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

Our product financing liabilities consisted primarily of RIN financings as of March 31, 2026, and totaled $144.1 million, all of which is due in the next 12 months.

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

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For both arrangements and the related commitments, see also our "Cash Requirements" section below.

Management's Discussion and Analysis

We receive debt ratings from the major ratings agencies in the U.S.

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

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

2025 Forecast Nine Months Ended September 30, 2025 Actual

The following table summarizes our actual capital expenditures for the three months ended March 31, 2026, by operating segment and major category (in millions):

2026 Forecast (2)

Three Months Ended March 31, 2026 Actual (1)

Regulatory $ 29 $ 3.2

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Total capital spending $ 495 $ 209.0

(1) Amounts exclude capitalized interest and internal labor costs of $15.1 million and specialized financing of $7.4 million

(2) Amounts exclude capitalized interest and internal labor costs of $21.1 million and specialized financing of $82.8 million.

The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope, and completion time for our capital projects and subject to the changes and uncertainties discussed under the 'Forward-Looking Statements' section of Item 2.

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Long-Term Cash Requirements Under Contractual Obligations

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

Information regarding our known cash requirements under contractual obligations of the types described below as of March 31, 2026, is set forth in the following table (in millions):

Payments Due by Period

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Total $ 1,828.1 $ 2,506.7 $ 1,576.1 $ 1,075.4 $ 6,986.3

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

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

(1) Expected interest payments on debt outstanding at March 31, 2026.

Floating interest rate debt is calculated using March 31, 2026 rates.

For additional information, see Note 9 to the condensed consolidated financial statements in Item 1.

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

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

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of March 31, 2026.

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

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

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

(7) Amounts reflect a rebate arrangement included in the long-term agreement with Fomento Económico Mexicano, S.A.B.

(FEMSA) entered into in conjunction with the sale of our retail fuel and convenience stores as well as certain underground storage tank cleanup obligations.

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

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Cash outlays in 2027 are planned to include incentive compensation payments that were earned and accrued in 2026.

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

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

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

Refer to the cash flow section for our operating activities spend during the three months ended March 31, 2026.

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

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

Refer to the 'Capital Spending' section for our capital expenditures for the three months ended March 31, 2026 and our anticipated cash requirements for planned capital expenditures for the full year 2026.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis