Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
Delek US Holdings, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(In millions, except share and per share data)
March 31, 2026 December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 624.1 $ 625.8
Accounts receivable, net 942.7 648.7
Inventories, net of inventory valuation reserves 931.0 726.0
Other current assets 149.9 67.5
Total current assets 2,647.7 2,068.0
Property, plant and equipment:
Property, plant and equipment 5,811.3 5,586.9
Less: accumulated depreciation ( 2,399.9 ) ( 2,314.4 )
Property, plant and equipment, net 3,411.4 3,272.5
Operating lease right-of-use assets 69.9 71.4
Goodwill 475.3 475.3
Other intangibles, net 404.2 405.7
Equity method investments 424.4 427.7
Other non-current assets 137.0 127.1
Total assets $ 7,569.9 $ 6,847.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 2,309.7 $ 1,633.8
Current portion of long-term debt 9.5 9.5
Current portion of operating lease liabilities 26.3 27.2
Accrued expenses and other current liabilities 1,149.1 858.9
Total current liabilities 3,494.6 2,529.4
Non-current liabilities:
Long-term debt, net of current portion 3,173.6 3,223.6
Obligation under Inventory Intermediation Agreement 230.5 119.5
Environmental liabilities, net of current portion 30.9 31.1
Asset retirement obligations 35.1 34.0
Deferred tax liabilities 159.5 217.9
Operating lease liabilities, net of current portion 42.9 46.1
Other non-current liabilities 100.8 98.8
Total non-current liabilities 3,773.3 3,771.0
Stockholders’ equity:
Preferred stock, $ 0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding
— —
Common stock, $ 0.01 par value, 110,000,000 shares authorized, 78,793,863 shares and 77,357,447 shares issued at March 31, 2026, and December 31, 2025, respectively
0.8 0.8
Additional paid-in capital 1,274.4 1,290.9
Treasury stock, 17,575,527 shares, at cost, at March 31, 2026, and December 31, 2025, respectively
( 694.1 ) ( 694.1 )
Retained earnings (deficit) ( 528.6 ) ( 311.1 )
Non-controlling interests in subsidiaries 249.5 260.8
Total stockholders’ equity 302.0 547.3
Total liabilities and stockholders’ equity $ 7,569.9 $ 6,847.7
See accompanying notes to the condensed consolidated financial statements
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Financial Statements
Delek US Holdings, Inc.
Condensed Consolidated Statements of Income (unaudited)
(In millions, except share and per share data)
Three Months Ended March 31,
2026 2025
Net revenues $ 2,653.1 $ 2,641.9
Cost of sales:
Cost of materials and other 2,465.8 2,399.5
Operating expenses (excluding depreciation and amortization presented below) 219.9 211.1
Depreciation and amortization 97.6 95.0
Total cost of sales 2,783.3 2,705.6
Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 1.6 1.3
General and administrative expenses 44.0 61.5
Depreciation and amortization 5.7 6.3
Other operating expense (income), net ( 2.2 ) ( 7.0 )
Total operating costs and expenses 2,832.4 2,767.7
Operating income (loss) ( 179.3 ) ( 125.8 )
Interest expense, net 84.5 84.1
Income from equity method investments ( 14.6 ) ( 13.3 )
Other expense (income), net ( 0.3 ) ( 1.6 )
Total non-operating expense, net 69.6 69.2
Income (loss) from continuing operations before income tax expense (benefit) ( 248.9 ) ( 195.0 )
Income tax expense (benefit) ( 58.2 ) ( 36.8 )
Income (loss) from continuing operations, net of tax ( 190.7 ) ( 158.2 )
Discontinued operations:
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 )
Net income attributed to non-controlling interests 10.4 14.2
Net income (loss) attributable to Delek $ ( 201.3 ) $ ( 172.7 )
Basic income (loss) per share:
Income (loss) from continuing operations $ ( 3.34 ) $ ( 2.78 )
Income (loss) from discontinued operations — —
Total basic income (loss) per share $ ( 3.34 ) $ ( 2.78 )
Diluted income (loss) per share:
Income (loss) from continuing operations $ ( 3.34 ) $ ( 2.78 )
Income (loss) from discontinued operations — —
Total diluted income (loss) per share $ ( 3.34 ) $ ( 2.78 )
Weighted average common shares outstanding:
Basic 60,255,377 62,115,776
Diluted 60,255,377 62,115,776
See accompanying notes to the condensed consolidated financial statements
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Financial Statements
Delek US Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)
(In millions)
Three Months Ended March 31,
2026 2025
Net income (loss) $ ( 190.9 ) $ ( 158.5 )
Comprehensive income (loss) $ ( 190.9 ) $ ( 158.5 )
Comprehensive income attributable to non-controlling interest 10.4 14.2
Comprehensive income (loss) attributable to Delek $ ( 201.3 ) $ ( 172.7 )
See accompanying notes to the condensed consolidated financial statements
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Financial Statements
Delek US Holdings, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)
(In millions, except share and per share data)
Three Months Ended March 31, 2026
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings (Deficit) Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity
Shares Amount Shares Amount
Balance at December 31, 2025 77,357,447 $ 0.8 $ 1,290.9 $ — $ ( 311.1 ) ( 17,575,527 ) $ ( 694.1 ) $ 260.8 $ 547.3
Net income (loss) — — — — ( 201.3 ) — — 10.4 ( 190.9 )
Common stock dividends ($ 0.255 per share)
— — — — ( 15.6 ) — — — ( 15.6 )
Distributions to non-controlling interests — — — — — — — ( 22.1 ) ( 22.1 )
Equity-based compensation expense — — 6.7 — — — — 0.7 7.4
Taxes paid due to the net settlement of equity-based compensation — — ( 24.8 ) — — — — ( 0.3 ) ( 25.1 )
Exercise of equity-based awards 1,416,783 — — — — — — — —
Other 19,633 — 1.6 — ( 0.6 ) — — — 1.0
Balance at March 31, 2026 78,793,863 $ 0.8 $ 1,274.4 $ — $ ( 528.6 ) ( 17,575,527 ) $ ( 694.1 ) $ 249.5 $ 302.0
Three Months Ended March 31, 2025
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings (Deficit) Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity
Shares Amount Shares Amount
Balance at December 31, 2024 80,127,994 $ 0.8 $ 1,215.9 $ ( 4.1 ) $ ( 205.7 ) ( 17,575,527 ) $ ( 694.1 ) $ 262.4 $ 575.2
Net income (loss) — — — — ( 172.7 ) — — 14.2 ( 158.5 )
Common stock dividends ($ 0.255 per share)
— — — — ( 15.9 ) — — — ( 15.9 )
Equity-based compensation expense — — 6.6 — — — — 0.3 6.9
Distributions to non-controlling interests — — — — — — — ( 21.6 ) ( 21.6 )
Equity attributable to issuance of Delek Logistics common units for the Gravity Acquisition, net of tax — — 55.4 — — — — 20.9 76.3
Taxes paid due to the net settlement of equity-based compensation — — ( 0.4 ) — — — — ( 0.3 ) ( 0.7 )
Repurchase of common stock ( 2,009,420 ) — ( 30.6 ) — ( 0.9 ) — — — ( 31.5 )
Exercise of equity-based awards 61,150 — — — — — — — —
Other 28,299 — 1.3 — ( 0.2 ) — — ( 1.9 ) ( 0.8 )
Balance at March 31, 2025 78,208,023 $ 0.8 $ 1,248.2 $ ( 4.1 ) $ ( 395.4 ) ( 17,575,527 ) $ ( 694.1 ) $ 274.0 $ 429.4
See accompanying notes to the condensed consolidated financial statements
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Financial Statements
Delek US Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(In millions)
Three Months Ended March 31,
2026 2025
Cash flows from operating activities:
Net income (loss) $ ( 190.9 ) $ ( 158.5 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 103.3 101.3
Non-cash lease expense 5.9 6.5
Deferred income taxes ( 58.3 ) ( 36.9 )
Income from equity method investments ( 14.6 ) ( 13.3 )
Dividends from equity method investments 12.9 7.3
Non-cash lower of cost or market/net realizable value adjustment ( 8.7 ) 0.2
Loss on extinguishment of debt 1.6 —
Equity-based and non-cash compensation expense 7.4 6.9
Loss (income) from discontinued operations 0.2 0.3
Other 4.4 ( 2.1 )
Changes in assets and liabilities:
Accounts receivable ( 288.4 ) ( 17.9 )
Inventories and other current assets ( 264.4 ) 12.2
Fair value of derivatives ( 16.0 ) 2.3
Accounts payable and other current liabilities 1,058.7 4.1
Obligation under Inventory Intermediation Agreements 111.0 24.9
Non-current assets and liabilities, net ( 2.8 ) 0.6
Cash provided by (used in) operating activities - continuing operations 461.3 ( 62.1 )
Cash (used in) provided by operating activities - discontinued operations ( 0.2 ) ( 0.3 )
Net cash provided by (used in) operating activities 461.1 ( 62.4 )
Cash flows from investing activities:
Business combination, net of cash acquired — ( 181.2 )
Distributions from equity method investments 5.0 2.1
Purchases of property, plant and equipment ( 187.7 ) ( 135.7 )
Purchases of intangible assets ( 5.9 ) ( 4.6 )
Proceeds from sale of property, plant and equipment 0.1 4.3
Insurance and settlement proceeds — 3.1
Other ( 1.8 ) ( 2.6 )
Net cash used in investing activities ( 190.3 ) ( 314.6 )
Cash flows from financing activities:
Proceeds from long-term revolvers 3,111.5 2,820.3
Payments on long-term revolvers ( 3,162.2 ) ( 2,550.6 )
Payments on term debt ( 2.4 ) ( 2.4 )
Proceeds from product and other financing agreements 268.6 362.0
Repayments of product and other financing agreements ( 416.2 ) ( 294.4 )
Repurchase of common stock — ( 31.5 )
Distribution to non-controlling interest ( 22.1 ) ( 21.6 )
Dividends paid ( 15.6 ) ( 15.9 )
Deferred financing costs paid ( 9.0 ) —
Other ( 25.1 ) ( 0.7 )
Net cash (used in) provided by financing activities ( 272.5 ) 265.2
Net increase (decrease) in cash and cash equivalents ( 1.7 ) ( 111.8 )
Cash and cash equivalents at the beginning of the period 625.8 735.6
Cash and cash equivalents at the end of the period 624.1 623.8
Delek US Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) (Continued)
(In millions)
Three Months Ended March 31,
2026 2025
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest of $ 3.0 million and $ 3.4 million in the 2026 and 2025 periods, respectively
$ 86.6 94.3
Non-cash investing activities:
Delek Logistics common units issued in connection with Gravity Acquisition $ — $ 91.5
Increase (decrease) in accrued capital expenditures $ 43.8 $ ( 3.1 )
Non-cash financing activities:
Non-cash lease liability arising from obtaining right-of-use assets during the period $ 7.0 $ 11.4
See accompanying notes to the condensed consolidated financial statements
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Notes to Condensed Consolidated Financial Statements (unaudited)
Delek US Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
1. Organization and Basis of Presentation
The terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek and its consolidated subsidiaries. Delek's common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "DK."
Our condensed consolidated financial statements include the accounts of Delek and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States ("U.S.") Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 27, 2026 (the "Annual Report on Form 10-K") and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K.
Our condensed consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), which is a variable interest entity ("VIE"). As the indirect owner of the general partner of Delek Logistics, we have the ability to direct the activities of this entity that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes for this entity and are Delek Logistics' primary customer. In the event that Delek Logistics incurs a loss, our operating results will reflect such loss, net of intercompany eliminations, to the extent of our ownership interest in this entity.
In the opinion of management, all adjustments necessary for a fair presentation of the financial condition and the results of operations for the interim periods have been included. All significant intercompany transactions and account balances have been eliminated in consolidation. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.
Accounting Pronouncements Not Yet Adopted
ASU 2025-12, Codification Improvements
In December 2025, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-12 Codification Improvements ("ASU 2025-12"). This update addresses suggestions received from stakeholders regarding the Accounting Standards Codification ("Codification") and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260, Earnings Per Share, retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The adoption of ASU 2025-12 will not affect our financial position or our results of operations, but could impact disclosures.
ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements
In December 2025, The FASB issued ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements ("ASU 2025-11"), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to Topic 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The adoption of ASU 2025-11 will not affect our financial position or our results of operations, but could simplify disclosures.
ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a VIE
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a VIE ("ASU 2025-03"). This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date. The adoption of ASU 2025-03 will not affect our financial position or our results of operations, but could impact future business combinations.
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Notes to Condensed Consolidated Financial Statements (unaudited)
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The adoption of ASU 2024-03 will not affect our financial position or our results of operations, but will result in additional disclosures.
2. Acquisitions
Gravity Acquisition
On January 2, 2025, Delek Logistics purchased 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken Basin (the “Gravity Acquisition”) for total consideration of $ 300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $ 209.3 million in cash consisting of a cash deposit of $ 22.8 million paid in December 2024 upon execution of the purchase agreement and $ 186.5 million paid at closing on January 2, 2025, and 2,175,209 of Delek Logistics’ common units.
This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.
Determination of Purchase Price
The table below presents the purchase price (in millions):
Base purchase price: $ 291.6
Plus: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)
3.8
Plus: V arious closing adjustments
5.4
Adjusted purchase price $ 300.8
Cash paid $ 209.3
Fair value of common units issued (1)
91.5
Purchase price $ 300.8
(1) The increase from the $ 85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price.
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Notes to Condensed Consolidated Financial Statements (unaudited)
Purchase Price Allocation
The following table summarizes the fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in millions):
Assets acquired:
Cash and cash equivalents $ 5.3
Accounts receivables 16.4
Inventories 1.8
Other current assets 1.7
Property, plant and equipment 191.5
Operating lease right-of-use assets 0.1
Other intangibles (1)
98.2
Other non-current assets 0.1
Total assets acquired 315.1
Liabilities assumed:
Accounts payable 2.5
Accrued expenses and other current liabilities 5.7
Current portion of operating lease liabilities 0.1
Asset retirement obligations 6.0
Total liabilities assumed 14.3
Fair value of net assets acquired $ 300.8
(1) The acquired intangible assets amount includes the following identified intangibles:
• Customer relationship intangible that is subject to amortization with a fair value of $ 66.3 million, which will be amortized over approximately 32 years.
• Rights-of-way intangibles are valued at $ 31.9 million, the majority of which have an indefinite life.
The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.
Customer relationships were valued using the income approach, with essential assumptions including projected revenues from these relationships, attrition rates, operating margins, and discount rates.
The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. See Note 11 for further information. For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.
3. Segment Data
W e aggregate our operating units into two reportable segments: Refining and Logistics. Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of the following:
• our corporate activities;
• results of certain immaterial operating segments, including our Canadian crude trading operations (as discussed in Note 10); and
• intercompany eliminations.
On May 1, 2025, we transferred the Delek Permian Gathering ("DPG") purchasing and blending activities to Delek Logistics (the "DPG Dropdown”). The operating results of DPG are now reported in our Logistics segment, while previously recorded in the Refining segment.
The disaggregated financial results for the reportable segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. The Chief Operating Decision Maker ("CODM") evaluates performance based upon segment EBITDA attributable to Delek. We define EBITDA attributable to Delek for any period as net income (loss) attributable to Delek plus interest expense, income tax expense (benefit), depreciation, amortization, and proportional interest, taxes, depreciation and amortization of equity method investments. Segment EBITDA should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income (loss), which is the most directly comparable financial measure to EBITDA that is in accordance with U.S. GAAP. Segment EBITDA, as determined and measured by us, should also not be compared to similarly titled measures reported by other companies.
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Notes to Condensed Consolidated Financial Statements (unaudited)
Assets by segment are not a measure used to assess the performance of the Company by the CODM and thus are not disclosed.
Refining Segment
The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel and aviation fuel, asphalt and other petroleum-based products that are distributed through owned and third-party product terminals. The refining segment includes the following:
• Tyler, Texas refinery (the "Tyler refinery");
• El Dorado, Arkansas refinery (the "El Dorado refinery");
• Big Spring, Texas refinery (the "Big Spring refinery"); and
• Krotz Springs, Louisiana refinery (the "Krotz Springs refinery").
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.
The refining segment's petroleum-based products are marketed primarily in the south central and southwestern regions of the United States. This segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. In addition, the segment sells motor fuels through its wholesale distribution network on an unbranded basis.
Logistics Segment
Our logistics segment owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets. The logistics segment generates revenue by charging fees for gathering, transporting and storing crude oil and natural gas, marketing, distributing, transporting and storing intermediate and refined products and disposing and recycling water in select regions of the southern United States and North Dakota, the Midland Basin in Texas, the Delaware Basin in New Mexico and West Texas for our refining segment and third parties, and sales of wholesale products in the West Texas market. The operating results and assets acquired in the Gravity Acquisition have been included in the logistics segment beginning on January 2, 2025.
Business Segment Operating Performance
The following is a summary of business segment operating performance as measured by EBITDA attributable to Delek for the period indicated (in millions):
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Notes to Condensed Consolidated Financial Statements (unaudited)
Three Months Ended March 31, 2026
Refining Logistics Total
Net revenues (excluding intercompany fees and revenues) $ 2,522.3 $ 130.8 $ 2,653.1
Inter-segment fees and revenues 108.2 166.7 274.9
Total segment revenues $ 2,630.5 $ 297.5 $ 2,928.0
Elimination of inter-segment revenue ( 274.9 )
Total consolidated revenues $ 2,653.1
Cost of materials and other 2,401.8 168.6
Operating Expenses 150.2 47.0
General and administrative expenses 3.6 4.3
Proportional EBITDA of equity-method investments ( 3.6 ) ( 18.3 )
Other segment items (3)
( 0.7 ) 1.0
Segment EBITDA attributable to Delek $ 79.2 $ 94.9 $ 174.1
Reconciling items to net income (loss) attributable to Delek
Corporate expenses, eliminations and other (1)
238.5
Proportional interest, taxes, depreciation and amortization of equity-method investments 7.3
Depreciation and amortization 103.3
Interest expense, net 84.5
Income tax expense (benefit) ( 58.2 )
Net income (loss) attributable to Delek $ ( 201.3 )
Three Months Ended March 31, 2026
Refining Logistics Corporate,
Other and Eliminations Consolidated
Depreciation and amortization $ 65.3 $ 39.5 $ ( 1.5 ) $ 103.3
Interest expense, net $ 49.0 $ 19.3 $ 16.2 $ 84.5
Income from equity method investments $ ( 3.0 ) $ ( 11.6 ) $ — $ ( 14.6 )
Capital spending (2)
$ 171.9 $ 49.8 $ 9.8 $ 231.5
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Notes to Condensed Consolidated Financial Statements (unaudited)
Three Months Ended March 31, 2025
Refining Logistics Total
Net revenues (excluding intercompany fees and revenues) $ 2,518.3 $ 123.6 $ 2,641.9
Inter-segment fees and revenues 90.0 126.3 216.3
Total segment revenues $ 2,608.3 $ 249.9 $ 2,858.2
Elimination of inter-segment revenue ( 216.3 )
Total consolidated revenues $ 2,641.9
Cost of materials and other 2,470.9 129.1
Operating Expenses 158.1 40.9
General and administrative expenses 2.1 8.9
Proportional EBITDA of equity-method investments ( 3.9 ) ( 16.9 )
Other segment items (3)
( 3.1 ) ( 4.3 )
Segment EBITDA attributable to Delek $ ( 15.8 ) $ 92.2 $ 76.4
Reconciling items to net income (loss) attributable to Delek
Corporate expenses, eliminations and other (1)
93.4
Proportional interest, taxes, depreciation and amortization of equity-method investments 7.1
Depreciation and amortization 101.3
Interest expense, net 84.1
Income tax expense (benefit) ( 36.8 )
Net income (loss) attributable to Delek $ ( 172.7 )
Three Months Ended March 31, 2025
Refining Logistics Corporate,
Other and Eliminations Consolidated
Depreciation and amortization $ 71.9 $ 30.9 $ ( 1.5 ) $ 101.3
Interest expense, net $ 36.1 $ 18.6 $ 29.4 $ 84.1
Income from equity method investments $ ( 3.5 ) $ ( 10.2 ) $ 0.4 $ ( 13.3 )
Capital spending (excluding business combinations) (2)
$ 56.2 $ 71.9 $ 4.5 $ 132.6
(1) Corporate expenses, eliminations and other represents corporate costs that are not allocated to the operating segments, inter-segment cost eliminations, and other unallocated shared service functions. Corporate expenses also include certain gains or losses resulting from changes in fair value due to price movements in credits used to satisfy our environmental credit obligations. “Corporate expenses, eliminations and other” are included in the tables above to reconcile total Segment EBITDA attributable to Delek to the Company’s net (loss) income attributable to Delek.
(2) Capital spending includes additions on an accrual basis.
(3) Other segment items include other operating (income) expense, net, and other (income) expense, net.
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Notes to Condensed Consolidated Financial Statements (unaudited)
4. Earnings (Loss) Per Share
Basic earnings (loss) per share (or "EPS") is computed by dividing net income (loss) by the weighted average common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss), as adjusted for changes to income that would result from the assumed settlement of the dilutive equity instruments included in diluted weighted average common shares outstanding, by the diluted weighted average common shares outstanding. For all periods presented, we have outstanding various equity-based compensation awards that are considered in our diluted EPS calculation (when to do so would be dilutive), and is inclusive of awards disclosed in Note 17 to these condensed consolidated financial statements. For those instruments that are indexed to our common stock, they are generally dilutive when the market price of the underlying indexed share of common stock is in excess of the exercise price.
The following table sets forth the computation of basic and diluted earnings per share.
(In millions, except share and per share data) Three Months Ended March 31,
2026 2025
Numerator:
Numerator for EPS - continuing operations
Net income (loss) from continuing operations $ ( 190.7 ) $ ( 158.2 )
Less: Income from continuing operations attributed to non-controlling interests 10.4 14.2
Numerator for basic and diluted EPS from continuing operations attributable to Delek $ ( 201.1 ) $ ( 172.4 )
Numerator for EPS - discontinued operations
Income (loss) from discontinued operations $ ( 0.3 ) $ ( 0.4 )
Less: Income tax expense (benefit) ( 0.1 ) ( 0.1 )
Income (loss) from discontinued operations, net of tax $ ( 0.2 ) $ ( 0.3 )
Denominator:
Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 60,255,377 62,115,776
EPS:
Basic income (loss) per share:
Income (loss) from continuing operations $ ( 3.34 ) $ ( 2.78 )
Income (loss) from discontinued operations — —
Total basic income (loss) per share $ ( 3.34 ) $ ( 2.78 )
Diluted income (loss) per share:
Income (loss) from continuing operations $ ( 3.34 ) $ ( 2.78 )
Income (loss) from discontinued operations — —
Total diluted income (loss) per share $ ( 3.34 ) $ ( 2.78 )
The following equity instruments were excluded from the diluted weighted average common shares outstanding because their effect would be anti-dilutive:
Antidilutive stock-based compensation (because average share price is less than exercise price) 275,660 2,823,263
Antidilutive due to loss 2,332,954 214,789
Total antidilutive stock-based compensation 2,608,614 3,038,052
14 |
Notes to Condensed Consolidated Financial Statements (unaudited)
5. Delek Logistics
Delek Logistics is a publicly traded limited partnership formed by Delek in 2012 that owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets. Many of Delek Logistics' assets are integral to Delek’s refining and marketing operations. As of March 31, 2026, we owned a 63.3 % interest in Delek Logistics, consisting of 33,868,203 common limited partner units and the non-economic general partner interest. The limited partner interests in Delek Logistics not owned by us are reflected in net income attributable to non-controlling interest in the accompanying condensed consolidated statements of income and in non-controlling interest in subsidiaries in the accompanying condensed consolidated balance sheets.
Acquisition
On January 2, 2025, Delek Logistics completed the Gravity Acquisition in which it acquired water disposal and recycling operations in the Permian Basin and the Bakken Basin for total consideration of $ 300.8 million, subject to customary adjustments for net working capital. See Note 2 - Acquisitions for additional information.
Delek Permian Gathering Dropdown
On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending activities to Delek Logistics. In connection with the DPG Dropdown, Delek Logistics assumed all of the rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System. Total consideration included the cancellation of $ 58.8 million in payables owed to Delek Logistics.
Agreements
On January 30, 2026, we entered into asset purchase agreements with Delek Logistics, (collectively referred to as “the Intercompany Agreements”), pursuant to which we agreed to acquire a Tyler refinery tank for total consideration of $ 19.0 million (the “Tyler Tank Purchase”) and El Dorado tank and terminal assets for total consideration of $ 66.0 million (the “El Dorado Terminal Purchase”). The Tyler Tank Purchase closed on April 1, 2026 with consideration paid through transfer of 359,372 Delek Logistics common units, based on a 30-day volume weighted average unit price. The El Dorado Terminal Purchase is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions. In addition, pursuant to the Intercompany Agreements, Delek will waive Omnibus fees for an aggregate of $ 4.0 million during the first two quarters of 2026.
On May 1, 2025, we entered into a termination agreement with Delek Logistics to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026.
On May 1, 2025, in connection with the DPG Dropdown, we amended and restated a throughput agreement with Delek Logistics for the El Dorado rail facility (the “Throughput Agreement”), which includes a minimum volume commitment for refined products until the termination of the Throughput Agreement, which occurred at the closing of the El Dorado Purchase (as defined below). Additionally, on May 1, 2025, in connection with the DPG Dropdown, we entered into an asset purchase agreement with Delek Logistics (the “El Dorado Purchase Agreement”), where we purchased the related El Dorado rail facility assets from Delek Logistics for cash consideration of $ 25.0 million (the “El Dorado Purchase”). The transaction closed in January 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.
We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides for an increase in the Administrative Fee (as defined therein) which will be phased in over two years beginning July 1, 2025 and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.
These transactions with Delek Logistics have been eliminated in consolidation.
Common Units
On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Common Unit Purchase Agreement”) whereby Delek Logistics may repurchase common units from time to time from us in one or more transactions for an aggregate purchase price of up to $ 150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”). The purchase price per common unit in each Repurchase will be the 30-day volume weighted average price of the common units at the close of trading on the day prior to the closing date, subject to certain limitations set forth in the Common Unit Purchase Agreement. During the three months ended March 31, 2025, 243,075 common units were repurchased from us and cancelled at the time of the transaction for a total of $ 10.0 million. No common units were repurchased for the three months ended March 31, 2026. As of March 31, 2026, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
15 |
Notes to Condensed Consolidated Financial Statements (unaudited)
Consolidated VIE
Delek Logistics is a VIE, as defined under GAAP, and is consolidated into our condensed consolidated financial statements, representing our logistics segment. The assets of Delek Logistics can only be used to settle its own obligations, and its creditors have no recourse to our assets. Exclusive of intercompany balances, which are eliminated in consolidation, the Delek Logistics condensed consolidated balance sheets are included in the condensed consolidated balance sheets of Delek. The Delek Logistics condensed consolidated balance sheets are presented below (in millions):
As of March 31, 2026
As of December 31, 2025
ASSETS
Cash and cash equivalents $ 9.9 $ 10.9
Accounts receivable 146.6 114.5
Accounts receivable from related parties 306.3 216.6
Lease receivable - affiliate 47.7 36.4
Inventory 21.0 17.9
Other current assets 4.9 4.4
Property, plant and equipment, net 1,444.5 1,424.0
Equity method investments 333.8 340.1
Operating lease right-of-use assets 10.7 11.7
Goodwill 12.2 12.2
Intangible assets, net 370.2 370.5
Net lease investment - affiliate 158.7 185.7
Other non-current assets 42.2 34.4
Total assets $ 2,908.7 $ 2,779.3
LIABILITIES AND EQUITY (DEFICIT)
Accounts payable $ 508.5 $ 292.9
Current portion of operating lease liabilities 2.5 3.0
Accrued expenses and other current liabilities 50.0 60.6
Long-term debt, net of current portion 2,294.6 2,344.4
Asset retirement obligations 25.2 24.3
Operating lease liabilities, net of current portion 3.1 3.6
Other non-current liabilities 45.0 44.4
Equity (Deficit) ( 20.2 ) 6.1
Total liabilities and equity (deficit) $ 2,908.7 $ 2,779.3
6. Equity Method Investments
Delek Logistics Investments
Delek Logistics has a 50 % investment in W2W Holdings LLC which includes a 15.6 % indirect interest in the Wink to Webster Pipeline ("WWP") joint venture and related joint venture indebtedness.
W2W Holdings LLC was originally formed by Delek and MPLX Operations LLC ("MPLX") to obtain financing and fund capital calls associated with our collective and contributed interests in the WWP joint venture. We had previously determined that W2W Holdings LLC is a VIE. While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in W2W Holdings LLC, and no single party has the power to direct the activities that most significantly impact W2W Holdings LLC's economic performance.
Distributions received from WWP are first applied to service the debt of W2W Holdings LLC's wholly owned finance LLC, with excess distributions made to the W2W Holdings LLC members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements. The obligations of the W2W Holdings LLC members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.
As of March 31, 2026, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to W2W Holdings LLC, nor any third-party associated with W2W Holdings LLC's contracted work. Delek's maximum exposure to any losses incurred by W2W Holdings LLC is limited to its investment.
As of March 31, 2026, and December 31, 2025, Delek's W2W Holdings LLC investment balance totaled $ 113.8 million and $ 116.4 million, respectively.
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Notes to Condensed Consolidated Financial Statements (unaudited)
Delek Logistics has a 33 % membership interest in Red River Pipeline Company LLC (“Red River”), which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. As of March 31, 2026, and December 31, 2025, Delek's investment balance in Red River totaled $ 130.1 million and $ 132.1 million, respectively.
In addition, Delek Logistics has two other pipeline joint ventures in which it owns a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. to operate one of these pipeline systems and a 33 % membership interest in Andeavor Logistics Rio Pipeline LLC which operates the other pipeline system. As of March 31, 2026, and December 31, 2025, Delek Logistics' investment balance in these joint ventures was $ 89.9 million and $ 91.6 million, respectively.
Other Investments
In addition to our pipeline joint ventures, we also have a 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S., as well as a 50 % interest in a joint venture that owns, operates and maintains a terminal consisting of an ethanol unit train facility with an ethanol tank in Arkansas. As of March 31, 2026, and December 31, 2025, Delek's investment balance in these joint ventures was $ 90.6 million and $ 87.6 million, respectively. These investments are included in Refining in our segment disclosure.
7. Inventory
Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost determined using the first-in, first-out basis or net realizable value.
The following table presents the components of inventory for each period presented (in millions):
Titled Inventory Inventory Intermediation Agreement (1)
Total
March 31, 2026
Feedstocks, raw materials and supplies $ 404.8 $ 78.6 $ 483.4
Refined products and blendstock 379.5 68.1 447.6
Total $ 784.3 $ 146.7 $ 931.0
December 31, 2025
Feedstocks, raw materials and supplies $ 243.0 $ 38.0 $ 281.0
Refined products and blendstock 370.7 74.3 445.0
Total $ 613.7 $ 112.3 $ 726.0
(1) Refer to Note 8 - Inventory Intermediation Obligations for further information.
As of March 31, 2026, inventory balances were inclusive of a pre-tax inventory valuation reserve of $ 0.6 million. At December 31, 2025, inventory balances were inclusive of a pre-tax inventory valuation reserve of $ 1.6 million. For the three months ended March 31, 2026 and 2025, we recognized a net reduction (increase) in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of $ 1.0 million and $( 0.2 ) million, respectively.
17 |
Notes to Condensed Consolidated Financial Statements (unaudited)
8. Inventory Intermediation Obligations
The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement (as defined below) (in millions):
As of March 31, 2026 As of December 31, 2025
Obligations under Inventory Intermediation Agreement
Obligations related to Base Layer Volumes $ 230.5 $ 119.5
Current portion — —
Total obligations under Inventory Intermediation Agreement $ 230.5 $ 119.5
Other payable for monthly activity true-up $ 28.0 $ 3.4
Included in the Inventory Intermediation Agreement are cost of financing associated with the value of the inventory and other periodic charges, which we include in interest expense, net in the condensed consolidated statements of income. In addition to the cost of financing charges, we have other intermediation fees which include market structure settlements, where we may pay or receive amounts based on market conditions and volumes subject to the intermediation agreement. These market structure settlements are recorded in cost of materials and other in the condensed consolidated statements of income. The following table summarizes these fees (in millions):
Three Months Ended March 31,
2026 2025
Net fees and expenses:
Inventory intermediation fees $ 4.0 $ 11.4
Interest expense, net $ 7.6 $ 13.1
On December 22, 2022, Delek entered into an inventory intermediation agreement ("Inventory Intermediation Agreement") with Citigroup Energy Inc. ("Citi") in connection with DK Trading & Supply, LLC ("DKTS"), an indirect subsidiary of Delek. Pursuant to the Inventory Intermediation Agreement, Citi will (i) purchase from and sell to DKTS crude oil and other petroleum feedstocks in connection with refining processing operations at El Dorado, Big Spring, and Krotz Springs, (ii) purchase from and sell to DKTS all refined products produced by such refineries other than certain excluded products and (iii) in connection with such purchases and sales, DKTS will enter into certain market risk hedges in each case, on the terms and subject to certain conditions.
The Inventory Intermediation Agreement provides for the lease to Citi of crude oil and refined product storage facilities. At the inception of the Inventory Intermediation Agreement, we transferred title to a certain number of barrels of crude and other inventories to Citi, and the Inventory Intermediation Agreement requires the repurchase of the remaining inventory (including certain "Base Layer Volumes") at termination. The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by ASC 815 Derivatives and Hedging ("ASC 815") and ASC 825, Financial Instruments ("ASC 825"). Therefore, the crude oil and refined products barrels subject to the Inventory Intermediation Agreement will continue to be reported in our condensed consolidated balance sheets until processed and sold to a third party. At each reporting period, we record a liability equal to the repurchase obligation to Citi at current market prices. The repurchase obligations associated with the Base Layer Volumes are reflected as non-current liabilities on our condensed consolidated balance sheets to the extent that they are not contractually due within twelve months. The remaining obligation resulting from our monthly activity, including long and short inventory positions valued at market-indexed pricing, are included in current liabilities (or receivables) on our condensed consolidated balance sheets.
On December 21, 2023, DKTS amended the Inventory Intermediation Agreement to among other things, (i) reduce Citi’s unilateral term extension option from a twelve month extension period to a six month extension period and (ii) increase the amount of the payment deferral mechanism from $ 70 million to $ 250 million. On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement. On December 18, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2027 to January 31, 2028, (ii) reduce certain commitment fees, and (iii) include a mechanism for DKTS to nominate each month whether to include volumes related to the El Dorado and Big Spring refinery for funding under the Inventory Intermediation Agreement.
As of March 31, 2026, and December 31, 2025, the volumes subject to the Inventory Intermediation Agreement totaled 1.8 million barrels and 1.8 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation. As of March 31, 2026, and December 31, 2025, we had letters of credit outstanding of $ 170.0 million and $ 250.0 million, respectively, supporting the Inventory Intermediation Agreement.
18 |
Notes to Condensed Consolidated Financial Statements (unaudited)
Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other in the condensed consolidated statements of income. With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in the fair value due to commodity-index price totaling $( 144.0 ) million and $ 3.3 million during the three months ended March 31, 2026 and 2025, respectively. See Note 11 for discussion of gains and losses recognized from changes in fair value.
9. Long-Term Obligations
Outstanding borrowings under debt instruments are as follows (in millions):
March 31, 2026 December 31, 2025
Delek Term Loan Credit Facility $ 919.1 $ 921.5
Delek Logistics Revolving Facility 161.1 211.8
Delek Logistics 2028 Notes 400.0 400.0
Delek Logistics 2029 Notes 1,050.0 1,050.0
Delek Logistics 2033 Notes 700.0 700.0
Principal amount of long-term debt 3,230.2 3,283.3
Less: Unamortized discount and premium and deferred financing costs 47.1 50.2
Total debt, net of unamortized discount and premium and deferred financing costs 3,183.1 3,233.1
Less: Current portion of long-term debt 9.5 9.5
Long-term debt, net of current portion $ 3,173.6 $ 3,223.6
Delek Term Loan Credit Facility
On November 18, 2022, Delek entered into an amended and restated term loan credit agreement (the "Delek Term Loan Credit Facility") providing for a senior secured term loan facility with an initial principal of $ 950.0 million at a discount of 4.00 %. This senior secured facility allows for $ 400.0 million in incremental loans subject to certain restrictions. Repayment terms include quarterly principal payments of $ 2.4 million with the balance of principal due on November 19, 2029. At Delek’s option, borrowings bear interest at either the Adjusted Term Secured Overnight Financing Rate ("SOFR") or base rate as defined by the agreement, plus an applicable margin of 2.50 % per annum with respect to base rate borrowings and 3.50 % per annum with respect to SOFR borrowings. At March 31, 2026, and December 31, 2025, the weighted average borrowing rate was approximately 7.08 % and 7.08 %, respectively. The effective interest rate was 8.21 % as of March 31, 2026.
Revolving Credit Facilities
Delek Revolving Credit Facility
As of March 31, 2026, Delek had no outstanding borrowings under Delek Revolving Credit Facility. On April 9, 2026, the Company entered into Amendment No. 4 to Third Amended and Restated Credit Agreement (“Amendment No. 4” and, as amended, the "ABL Credit Agreement"), amending the existing Third Amended and Restated Credit Agreement, dated as of October 26, 2022 (the “Existing ABL Credit Agreement”). Amendment No. 4, among other modifications, (i) increases the revolving loan commitments from $ 1,100.0 million to $ 1,250.0 million, (ii) extends the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031 (subject to a springing maturity date that is 90 days prior to the maturity of the Company’s term loan credit facility if, on such date, the outstanding principal amount of the term loan exceeds $ 500.0 million), (iii) reduces the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25 % and (iv) amends certain thresholds for obligations under the Existing ABL Credit Agreement.
Amendment No. 4 also amends the incremental facility under the Delek Revolving Credit Facility to allow the Company to increase the available revolving borrowings by an aggregate amount not to exceed the greatest of (i) $ 750.0 million, (ii) 1.00 % of EBITDA (as defined in the ABL Credit Agreement) as of the most recently ended fiscal quarter, and (iii) adjusted availability plus any suppressed availability under the ABL Credit Agreement, subject to the satisfaction of certain conditions under the ABL Credit Agreement.
The ABL Credit Agreement contains customary affirmative and negative covenants, including, among other things, limitations on indebtedness, liens, restricted payments, investments, dispositions of assets, and transactions with affiliates.
19 |
Notes to Condensed Consolidated Financial Statements (unaudited)
Delek Logistics Revolving Facility
On March 26, 2026, Delek Logistics Partners, LP (the "Partnership") entered into a credit agreement (the “New Credit Agreement”) that provides for revolving commitments up to $ 1,300.0 million in the aggregate with a sublimit up to $ 150.0 million for letters of credit and up to $ 50.0 million for swing line loans (the “Delek Logistics Revolving Facility”). The Delek Logistics Revolving Facility replaced Delek Logistics’ previous revolving credit facility and term loan facility under the Fourth Amended and Restated Credit Agreement. The maturity date for the Delek Logistics Revolving Facility is the earliest of (i) March 26, 2031, (ii) the date that is 180 days prior to the earliest maturity date of the Delek Logistic 2029 Notes (as defined below) to the extent that on such date, no less than $ 500.0 million of aggregate principal amount of theses notes remains outstanding, and (iii) such date on which the Delek Logistics Revolving Credit Commitments (as defined in the New Credit Agreement) are terminated in whole due to voluntary termination or certain events of default.
Borrowings under the Delek Logistics Revolving Facility bear interest at either (i) a base rate (equal to the highest of the Prime Rate, the Federal Funds Rate plus 0.50 %, Term SOFR for a one-month interest period plus 1.00 %, and 1.00 %) plus an applicable margin ranging from 0.50 % to 1.00 % per annum, or (ii) a term SOFR-based tranche rate (subject to a 0.00 % floor) plus an applicable margin ranging from 1.50 % to 2.50 % per annum, in each case depending on the Delek Logistics' Total Leverage Ratio (as defined in the New Credit Agreement). Swing loans bear interest at the base rate plus the applicable margin for base rate loans.
The New Credit Agreement contains affirmative and negative covenants and events of default which the Partnership considers customary and are similar to, but allow additional flexibility to the Partnership and its restricted subsidiaries as compared with, those in our prior credit agreement.
Available capacity and amounts outstanding for each of our revolving credit facilities as of March 31, 2026 are shown below (in millions):
Total Capacity
Outstanding Borrowings
Outstanding Letters of Credit
Available Capacity
Maturity Date
Delek Revolving Credit Facility (1)
$ 1,100.0 $ — $ 296.0 $ 804.0 October 26, 2027
Delek Logistics Revolving Facility (2)
$ 1,300.0 $ 161.1 $ — $ 1,138.9 March 26, 2031
(1) Based on credit facility in place as of March 31, 2026. Total capacity includes letters of credit up to $ 500.0 million. This facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.30 % per annum. Interest is measured at either the SOFR, base rate, or Canadian dollar bankers’ acceptances rate (“CDOR”), plus an applicable margin of 0.25 % to 0.75 % per annum with respect to base rate borrowings or 1.25 % to 1.75 % per annum with respect to SOFR and CDOR.
(2) Total capacity includes letters of credit up to $ 150.0 million and $ 50.0 million for swing line loans. Unused revolving commitments under the Delek Logistics Revolving Facility incur a commitment fee that ranges from 0.30 % to 0.50 % per annum depending on the Delek Logistics' Total Leverage Ratio. As of March 31, 2026, the weighted average interest rate was 5.99 % and as of December 31, 2025, the weighted average interest rate was 6.58 %, based on the previous credit facility.
Delek Logistics 2033 Notes
On June 30, 2025, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $ 700.0 million in aggregate principal amount of the Co-issuers 7.33 % Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.
The Delek Logistics 2033 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries other than Finance Corp. and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries. The Delek Logistics 2033 Notes rank equal in right of payment with all existing and future senior indebtedness of the Co-issuers, and senior in right of payment to any future subordinated indebtedness of the Co-issuers. The Delek Logistics 2033 Notes will mature on June 30, 2033, and interest is payable semi-annually in arrears on each June 30 and December 30.
As of March 31, 2026, the effective interest rate was 7.63 %. The estimated fair value of the Delek Logistics 2033 Notes was $ 707.2 million as of March 31, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy. See Note 11 for further information.
Delek Logistics 2029 Notes
On March 13, 2024, Delek Logistics and the Co-issuers, sold $ 650.0 million in aggregate principal amount of the Co-issuers 8.63 % Senior Notes due 2029 (the “Delek Logistics 2029 Notes”), at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to redeem Delek Logistics' general unsecured senior obligations comprised of $ 250.0 million in aggregate principal maturing on May 15, 2025 plus accrued interest, pay off the Delek Logistics' senior secured term loan with an outstanding balance of $ 281.3 million plus accrued interest and to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.
On April 17, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.63 % senior notes due 2029 at 101.25 % and on August 16, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.63 % senior notes due 2029, at 103.25 % (collectively, the "Additional 2029 Notes"). The Additional 2029 Notes were issued under the same indenture as the Delek Logistics 2029 Notes
20 |
Notes to Condensed Consolidated Financial Statements (unaudited)
and formed a part of the same series of notes as the Delek Logistics 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.
The Delek Logistics 2029 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries other than Finance Corp. and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries. The Delek Logistics 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Co-issuers, and senior in right of payment to any future subordinated indebtedness of the Co-issuers. The Delek Logistics 2029 Notes will mature on March 15, 2029, and interest is payable semi-annually in arrears on each March 15 and September 15. As of March 31, 2026, the effective interest rate was 8.80 %. The estimated fair value of the Delek Logistic 2029 Notes was $ 1,088.4 million as of March 31, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy. See Note 11 for further information.
Delek Logistics 2028 Notes
On May 24, 2021, Delek Logistics and Finance Corp. issued general unsecured senior obligations comprised of $ 400.0 million in aggregate principal amount of 7.13 % senior notes maturing June 1, 2028 ("the Delek Logistics 2028 Notes"). The Delek Logistics 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries (other than Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries. Interest is payable semi-annually in arrears on June 1 and December 1. As of March 31, 2026, the effective interest rate was 7.37 %. The estimated fair value of the Delek Logistics 2028 Notes was $ 401.3 million as of March 31, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy. See Note 11 for further information
Guarantees Under Revolver and Term Facilities
The obligations of the borrowers under the Delek Term Loan Credit Facility and the Delek Revolving Credit Facility are guaranteed by Delek and each of its direct and indirect, existing and future, wholly-owned domestic subsidiaries, subject to customary exceptions and limitations, and excluding Delek Logistics Partners, LP, Delek Logistics GP, LLC, and each subsidiary of the foregoing (collectively, the "MLP Subsidiaries"). Borrowings under the Delek Term Loan Credit Facility and the Delek Revolving Credit Facility are also guaranteed by DK Canada Energy ULC, a British Columbia unlimited liability company and a wholly-owned restricted subsidiary of Delek.
The obligations under the Delek Logistics Revolving Facility are secured by first priority liens on substantially all of Delek Logistics' tangible and intangible assets.
Restrictive Terms and Covenants
Under the terms of our debt facilities, we are required to comply with usual and customary financial and non-financial covenants. Certain of our debt facilities contain limitations on future transactions such as incurrence of additional indebtedness, investments, affiliate transactions, asset acquisitions or dispositions, and dividends or distributions. As of March 31, 2026, we were in compliance with covenants on all of our debt instruments.
Some of Delek's subsidiaries have restrictions in their respective credit facilities limiting their use of assets. As of March 31, 2026, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use.
10. Derivative Instruments
We use the majority of our derivatives to reduce normal operating and market risks with the primary objective of reducing the impact of market price volatility on our results of operations. As such, our use of derivative contracts is aimed at:
• limiting our exposure to commodity price fluctuations on inventory above or below target levels (where appropriate) within each of our segments;
• managing our exposure to commodity price risk associated with the purchase or sale of crude oil, feedstocks/intermediates and finished grade fuel within each of our segments;
• managing our exposure to market crack spread fluctuations;
• managing the cost of our Renewable Identification Numbers ("RINs") credits required by the U.S. Environmental Protection Agency ("EPA") to blend biofuels into fuel products ("RINs Obligation") using future commitments to purchase or sell RINs at fixed prices and quantities; and
• limiting the exposure to interest rate fluctuations on our floating rate borrowings.
We primarily utilize commodity swaps, futures, forward contracts, and options contracts, generally with maturity dates of three years or less, and from time to time interest rate swaps or caps to achieve these objectives. Futures contracts are standardized agreements, traded on a futures exchange, to buy or sell the commodity at a predetermined price and location at a specified future date. Options provide the right, but not the obligation to buy or sell a commodity at a specified price in the future. Commodity swaps and futures contracts require cash settlement for the commodity based on the difference between a fixed or floating price and the market price on the settlement date, and options require payment/receipt of an upfront premium. Because these derivatives are entered into to achieve objectives specifically related to our inventory and
21 |
Notes to Condensed Consolidated Financial Statements (unaudited)
production risks, such gains and losses (to the extent not designated as accounting hedges and recognized on an unrealized basis in other comprehensive income) are recognized in cost of materials and other.
On August 20, 2024 and May 2, 2025, we entered into interest rate swap agreements to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility. The aggregate notional amount under the agreements cover $ 700.0 million of the outstanding principal throughout the duration of the interest rate swaps. Because the swaps were entered into to achieve objectives specifically related to our interest expense, such gains and losses are recognized in interest expense, net on the condensed consolidated statements of income.
On April 1, 2026, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility. The aggregate notional amount under this agreement covers $ 200.0 million of the outstanding principal with an effective date of April 3, 2026 and termination date of April 3, 2028.
Forward contracts are agreements to buy or sell a commodity at a predetermined price at a specified future date, and for our transactions, generally require physical delivery. Forward contracts where the underlying commodity will be used or sold in the normal course of business qualify as normal purchases and normal sales ("NPNS") pursuant to ASC 815. If we elect the NPNS exception, such forward contracts are not accounted for as derivative instruments but rather are accounted for under other applicable GAAP. Commodity forward contracts accounted for as derivative instruments are recorded at fair value with changes in fair value recognized in earnings in the period of change. Our Canadian crude trading operations are accounted for as derivative instruments, and the related unrealized and realized gains and losses are recognized in other operating income, net on the condensed consolidated statements of income. Additionally, as of and for the three months ended March 31, 2026, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below.
Futures, swaps or other commodity related derivative instruments that are utilized to specifically provide economic hedges on our Canadian forward contract or investment positions are recognized in other operating income, net because that is where the related underlying transactions are reflected.
From time to time, we also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our RINs Obligation. These future RINs commitment contracts meet the definition of derivative instruments under ASC 815 and are recorded at estimated fair value in accordance with the provisions of ASC 815. Changes in the fair value of these future RINs commitment contracts are recorded in cost of materials and other on the condensed consolidated statements of income. As of March 31, 2026, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.
The following table presents the fair value of our derivative instruments as of March 31, 2026, and December 31, 2025. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under our master netting arrangements, including cash collateral on deposit with our counterparties. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements. As a result, the asset and liability amounts below differ from the amounts presented in our condensed consolidated balance sheets. See Note 11 for further information regarding the fair value of derivative instruments (in millions).
March 31, 2026 December 31, 2025
Derivative Type Balance Sheet Location Assets Liabilities Assets Liabilities
Derivatives not designated as hedging instruments:
Commodity derivatives (1)
Other current assets $ 177.1 $ ( 203.9 ) $ 15.0 $ ( 16.7 )
Commodity derivatives (1)
Other long-term assets 2.1 ( 1.1 ) — —
RINs commitment contracts (2)
Other current assets 2.3 — — —
RINs commitment contracts (2)
Other current liabilities — ( 3.1 ) — ( 2.7 )
Interest rate swap derivatives Other current assets 1.7 — — —
Interest rate swap derivatives Other long-term liabilities — ( 2.6 ) — ( 2.3 )
Total gross fair value of derivatives 183.2 ( 210.7 ) 15.0 ( 21.7 )
Less: Counterparty netting and cash collateral (3)
165.8 ( 205.0 ) 14.3 ( 16.7 )
Total net fair value of derivatives $ 17.4 $ ( 5.7 ) $ 0.7 $ ( 5.0 )
(1) As of March 31, 2026, and December 31, 2025, we had open derivative positions representing 31,373,000 and 8,950,000 barrels, respectively, of crude oil and refined petroleum products. As of March 31, 2026 and December 31, 2025, we had no open derivative positions representing natural gas products.
(2) As of March 31, 2026, and December 31, 2025, we had open RINs commitment contracts representing 20,636,802 and 112,250,000 RINs, respectively.
(3) As of March 31, 2026, and December 31, 2025, $ 39.2 million and $ 2.4 million, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.
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Notes to Condensed Consolidated Financial Statements (unaudited)
Total gains (losses) on our non-trading commodity derivatives and RINs commitment contracts recorded in the condensed consolidated statements of income are as follows (in millions):
Three Months Ended March 31,
2026 2025
Gains (losses) on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1)
$ ( 65.8 ) $ 15.3
Gains (losses) on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2)
1.9 ( 2.2 )
Total gains (losses) $ ( 63.9 ) $ 13.1
(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $( 23.3 ) million and $ 1.6 million for the three months ended March 31, 2026 and 2025, respectively.
(2) Gains (losses) on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $ 1.4 million and $( 3.4 ) million for the three months ended March 31, 2026 and 2025, respectively.
.
11. Fair Value Measurements
Our assets and liabilities that are measured at fair value include commodity derivatives, interest rate derivatives, investment commodities, environmental credits obligations, and our Inventory Intermediation Agreement. ASC 820, Fair Value Measurements ("ASC 820") requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants.
Commodity and Interest Rate Derivatives
Our commodity derivative contracts, which consist of commodity swaps, exchange-traded futures, options and physical commodity forward purchase and sale contracts (that do not qualify for the NPNS exception under ASC 815), are valued based on exchange pricing and/or price index developers such as Platts or Argus and are, therefore, classified as Level 2.
Our interest rate swaps are valued based on discounted cash flow models that incorporate the cash flows of the derivatives, as well as the current SOFR rate and a forward SOFR curve, along with other observable market inputs and are, therefore, classified as Level 2.
Environmental Credit Obligations
Our environmental credit obligation positions are subject to fair value accounting pursuant to our accounting policy. As part of our refining operations, we generate certain regulatory environmental credit obligations, the most notable of which is the renewable volume obligation ("RVO"), which are satisfied through RINs. Because our obligations to provide RINs exceed the RINs we are able to generate annually on a consolidated basis, and because we have the legal ability to transfer RINs generated or purchased through any of our entities to our obligated parties as needed, we view and manage the Company’s RINs holdings on a consolidated basis. Therefore, the sum of all of our obligated parties’ Net RINs obligations and our RIN holdings at the end of each period comprises the Company’s “Consolidated Net RINs Obligation.” The Consolidated Net RINs Obligation may be a surplus ("Consolidated Net RIN surplus") or deficit ("Consolidated Net RIN deficit") at the end of each reporting period depending on the amount of RINs held on a consolidated basis and the amount owed to the EPA. When there is a Consolidated Net RIN deficit, we have elected to apply the fair value option using the fair value guidance provided by ASC 820. To the extent the obligations are measured at fair value they are categorized as Level 2, either directly through observable inputs or indirectly through market-corroborated inputs, and gains (losses) related to changes in fair value are recorded as a component of cost of materials and other in the condensed consolidated statements of income. When there is a Consolidated Net RIN surplus, we value the asset at historical cost under the inventory method. With respect to our Consolidated Net RINs Obligation, we recognized losses of $( 180.8 ) million and $( 1.1 ) million on changes in fair value for the three months ended March 31, 2026 and 2025, respectively, primarily attributable to movements in the market prices of RINs that occurred during the period.
Our RINs commitment contracts, which are forward contracts accounted for as derivatives (see Note 10 and Note 15), are future commitments to purchase or sell RINs at fixed prices and quantities. The RINs commitment contracts are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service.
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Notes to Condensed Consolidated Financial Statements (unaudited)
Inventory Intermediation
We elected to account for our Inventory Intermediation step-out liability at fair value in accordance with ASC 825, as it pertains to the fair value option. This standard permits the election to carry financial instruments and certain other items similar to financial instruments at fair value on the balance sheet, with all changes in fair value reported in earnings. With respect to the Inventory Intermediation Agreement, we apply fair value measurement as follows: (1) we determine fair value for our amended variable step-out liability based on changes in fair value related to market volatility based on a floating commodity-index price, and for our amended fixed step-out liability based on changes to interest rates and the timing and amount of expected future cash settlements where such obligation is categorized as Level 2. Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other, and changes in fair value due to interest rate risk are recorded as a component of interest expense in the condensed consolidated statements of income; and (2) we determine fair value of the commodity-indexed revolving over/short inventory financing liability based on the market prices for the consigned crude oil and refined products collateralizing the financing/funding where such obligation is categorized as Level 2 and is presented in the current portion of the obligation under Inventory Intermediation Agreement on our condensed consolidated balance sheets. Gains (losses) related to the change in fair value are recorded as a component of cost of materials and other in the condensed consolidated statements of income. See Note 8 for discussion of gains and losses recognized from changes in fair value.
Debt
The fair value of the Delek Logistics 2028 Notes is measured based on quoted market prices in an active market, defined as Level 2 in the fair value hierarchy. The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 401.3 million, respectively, as of March 31, 2026, and $ 400.0 million and $ 402.7 million, respectively, at December 31, 2025.
In addition, the fair value of the Delek Logistics 2029 Notes is measured based on quoted market prices in an active market, defined as Level 2 in the fair value hierarchy. The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 1,050.0 million and $ 1,088.4 million, respectively, as of March 31, 2026, and $ 1,050.0 million and $ 1,100.4 million, respectively, at December 31, 2025.
Also, the fair value of the Delek Logistics 2033 Notes is measured based on quoted market prices in an active market, defined as Level 2 in the fair value hierarchy. The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 700.0 million and $ 707.2 million, respectively, as of March 31, 2026, and $ 700.0 million and $ 716.4 million, respectively, at December 31, 2025.
The fair value approximates the historical or amortized cost basis comprising our carrying value for all other financial instruments and therefore are not included in the table below. The fair value hierarchy for our financial assets and liabilities accounted for at fair value on a recurring basis was as follows (in millions):
As of March 31, 2026
Level 1 Level 2 Level 3 Total
Assets
Commodity derivatives $ — $ 179.2 $ — $ 179.2
Interest rate swap derivatives — 1.7 — 1.7
RINs commitment contracts — 2.3 — 2.3
Total assets — 183.2 — 183.2
Liabilities
Commodity derivatives — ( 205.0 ) — ( 205.0 )
Interest rate swap derivatives — ( 2.6 ) — ( 2.6 )
RINs commitment contracts — ( 3.1 ) — ( 3.1 )
Consolidated Net RINs deficit — ( 461.1 ) — ( 461.1 )
Inventory Intermediation Agreement obligation — ( 230.5 ) — ( 230.5 )
Total liabilities — ( 902.3 ) — ( 902.3 )
Net liabilities $ — $ ( 719.1 ) $ — $ ( 719.1 )
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Notes to Condensed Consolidated Financial Statements (unaudited)
As of December 31, 2025
Level 1 Level 2 Level 3 Total
Assets
Commodity derivatives $ — $ 15.0 $ — $ 15.0
Total assets — 15.0 — 15.0
Liabilities
Commodity derivatives — ( 16.7 ) — ( 16.7 )
Interest rate derivatives — ( 2.3 ) — ( 2.3 )
RINs commitment contracts — ( 2.7 ) — ( 2.7 )
Environmental credits obligation deficit — ( 107.4 ) — ( 107.4 )
Inventory Intermediation Agreement obligation — ( 119.5 ) — ( 119.5 )
Total liabilities — ( 248.6 ) — ( 248.6 )
Net liabilities $ — $ ( 233.6 ) $ — $ ( 233.6 )
The derivative values above are based on analysis of each contract as the fundamental unit of account as required by ASC 820. In the table above, derivative assets and liabilities with the same counterparty are not netted where the legal right of offset exists. This differs from the presentation in the financial statements which reflects our policy, wherein we have elected to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty and where the legal right of offset exists. As of March 31, 2026, and December 31, 2025, $ 39.2 million and $ 2.4 million, respectively, of cash collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty. See Note 10 for further information regarding derivative instruments.
On April 1, 2026, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility. The aggregate notional amount under this agreement covers $ 200.0 million of the outstanding principal with an effective date of April 3, 2026 and termination date of April 3, 2028.
Non-Recurring Fair Value Measurements
The Gravity Acquisition was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the closing date. The fair value measurements were based on a combination of valuation methods including discounted cash flows, the market approach and obsolescence adjusted replacement costs, all of which are Level 3 inputs. See Note 2 for further information.
12. Commitments and Contingencies
Litigation
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements. Certain environmental matters that have or may result in penalties or assessments are discussed below in the "Environmental, Health and Safety" section of this note.
Environmental, Health and Safety
We are subject to extensive federal, state, and local environmental and safety laws and regulations enforced by various agencies, including the EPA, the U.S. Department of Transportation and the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices, pollution prevention measures, and the composition of the fuels we produce, as well as the safe operation of our plants and pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our refineries, renewable fuels facilities, terminals, pipelines, underground storage tanks, trucks, rail cars, and related operations, and may be subject to revocation, modification, and renewal.
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which we manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate
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Notes to Condensed Consolidated Financial Statements (unaudited)
that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations. As of March 31, 2026, we have recorded an environmental liability of approximately $ 35.6 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own. This liability includes estimated costs for ongoing investigation and remediation efforts for known contamination of soil and groundwater. Approximately $ 4.7 million of the total liability is expected to be expended over the next 12 months, with most of the balance expended by 2037, although some costs may extend up to 24 years. In the future, we could be required to extend the expected remediation period or undertake additional investigations of our refineries, pipelines, and terminal facilities, which could result in the recognition of additional remediation liabilities.
Lease Commitment
Delek Logistics has entered into an arrangement with a third party to construct, own, and subsequently lease to us certain sour gas gathering equipment near our Libby gas processing plant. The construction is expected to be completed in the second quarter of 2026, at which time we have committed to enter into a finance lease for the equipment. During construction, we are not deemed to control the assets and are not obligated to fund construction costs; therefore, we have not recognized the assets or related obligations on our balance sheet as of March 31, 2026. The total estimated project cost is approximately $ 60 million. Upon lease commencement, we will recognize a right-of-use asset and lease liability in accordance with ASC 842, Leases ("ASC 842").
13. Income Taxes
Under ASC 740, Income Taxes (“ASC 740”), we generally use an estimated annual tax rate to record income taxes. For interim financial reporting, except in specified cases, the quarterly income tax provision aligns with the estimated annual tax rate, updated each quarter based on revised full-year pre-tax book earnings. Our effective tax rate for continuing operations was 23.4 % and 18.9 % for the three months ended March 31, 2026 and 2025, respectively. The difference between the effective tax rate and the statutory rate is generally attributable to permanent differences and discrete items. The change in our effective tax rate for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to a decrease in quarter-to-date pre-tax earnings, the impact of fixed dollar favorable permanent adjustments, and changes in valuation allowances on the quarter.
14. Related Party Transactions
Our related party transactions consist primarily of transactions with our equity method investees (See Note 6). Transactions with our related parties were as follows for the periods presented (in millions):
Three Months Ended March 31,
2026 2025
Revenues (1)
$ 18.9 $ 21.1
Cost of materials and other (2)
$ 48.3 $ 43.7
(1) Consists primarily of asphalt sales which are recorded in the refining segment.
(2) Consists primarily of pipeline throughput fees paid by the refining segment and asphalt purchases.
15. Other Current Assets and Liabilities
The detail of other current assets is as follows (in millions):
Other Current Assets March 31, 2026 December 31, 2025
Prepaid expenses $ 122.8 $ 55.8
Short-term derivative assets (see Note 10)
16.4 0.7
Income and other tax receivables 4.7 7.2
Other 6.0 3.8
Total $ 149.9 $ 67.5
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Notes to Condensed Consolidated Financial Statements (unaudited)
The detail of accrued expenses and other current liabilities is as follows (in millions):
Accrued Expenses and Other Current Liabilities March 31, 2026 December 31, 2025
Consolidated Net RINs deficit (1) (see Note 11)
$ 461.1 $ 107.4
Crude purchase liabilities 281.0 182.5
Product financing agreements 144.1 243.8
Deferred revenue 68.4 71.0
Income and other taxes payable 53.0 86.5
Employee costs 48.2 73.3
Short-term derivative liabilities (see Note 10)
3.1 2.7
Other 90.2 91.7
Total $ 1,149.1 $ 858.9
(1) Inclusive of a RIN lower of cost or market reserve of $ 7.7 million as of December 31, 2025.
16. Restructuring and Other Charges
During the fiscal year 2022, we initiated a cost optimization plan to improve efficiencies and align our workforce with strategic activities and operations. We anticipate concluding our restructuring activities by the end of fiscal year 2026.
The detail of restructuring costs is as follows (in millions):
Three Months Ended March 31, 2026
Type of Costs Statement of Income Location Refining Logistics Corporate,
Other and Eliminations Consolidated
Consulting fees, severance costs, and equity based compensation General and administrative expenses $ — $ — $ 1.7 $ 1.7
Severance costs and equity based compensation Operating expenses — — 1.0 1.0
Total $ — $ — $ 2.7 $ 2.7
Three Months Ended March 31, 2025
Type of Costs Statement of Income Location Refining Logistics Corporate,
Other and Eliminations Consolidated
Consulting fees, severance costs and equity based compensation General and administrative expenses $ — $ — $ 7.5 $ 7.5
Severance costs and equity based compensation Operating expenses 0.3 — 0.6 0.9
Total $ 0.3 $ — $ 8.1 $ 8.4
Accumulated Restructuring Costs
The following table summarizes (in millions) the restructuring costs recognized in the Company's condensed consolidated statements of income since inception of the the restructuring plan in fiscal year 2022 through the period ended March 31, 2026, excluding discontinued operations:
Type of Costs Statement of Income Location Refining Logistics Corporate,
Other and Eliminations Total
Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 0.5 $ 0.4 $ 105.9 $ 106.8
Other Cost of materials and other 1.7 — — 1.7
Severance costs and equity based compensation Operating expenses 0.8 — 22.1 22.9
Impairment Asset impairment 22.1 — 32.3 54.4
Pension settlement Pension settlement — — 2.1 2.1
Asset write-off Other operating (income) loss, net 14.4 — 0.3 14.7
Total $ 39.5 $ 0.4 $ 162.7 $ 202.6
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Notes to Condensed Consolidated Financial Statements (unaudited)
Restructuring Costs Liability Roll-forward:
The following table presents the movement of the restructuring liability, within the condensed consolidated balance sheets (in millions):
Type of Costs Statement of Income Location Balance at December 31, 2025 Expense Payments Other Balance at March 31, 2026
Consulting fees, severance costs, and equity based compensation General and administrative expenses $ 0.2 $ 1.7 $ ( 0.2 ) $ ( 1.7 ) $ —
Severance costs and equity based compensation Operating expenses — 1.0 — ( 1.0 ) —
Total $ 0.2 $ 2.7 $ ( 0.2 ) $ ( 2.7 ) $ —
17. Equity-Based Compensation
Delek US Holdings, Inc. 2006 and 2016 and Alon USA Energy, Inc. 2005 Long-Term Incentive Plans (collectively, the "Incentive Plans")
Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $ 5.5 million and $ 5.9 million for the three months ended March 31, 2026 and 2025, respectively. These amounts are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income. As of March 31, 2026, there was $ 27.4 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.8 years.
We issued net shares of common stock of 1,416,783 and 61,150 as a result of exercised or vested equity-based awards during the three months ended March 31, 2026 and 2025, respectively. These amounts are net of 792,055 and 25,730 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three months ended March 31, 2026 and 2025, respectively.
On April 20, 2026, the stockholders of the Company approved the 2026 Long-Term Incentive Plan (the “2026 Plan”).The 2026 Plan replaces the Company’s 2016 Long-Term Incentive Plan. Participants may be granted awards under the 2026 Plan in the form of options to purchase shares of Delek common stock, stock appreciation right awards, restricted stock awards, restricted stock units ("RSUs") awards, performance-based RSUs, and other forms of stock-based awards. No further awards will be made under the 2016 Long-Term Incentive Plan.
18. Shareholders' Equity
Dividends
For 2026, our Board of Directors declared the following dividends:
Approval Date Dividend Amount Per Share Record Date Payment Date
February 18, 2026 $ 0.255 March 2, 2026 March 9, 2026
April 20, 2026 $ 0.255 May 1, 2026 May 8, 2026
Stock Repurchase Program
Our Board of Directors has authorized a share repurchase program under which repurchases of Delek common stock may be executed through open market transactions or privately negotiated transactions, in accordance with applicable securities laws. The timing, price, and size of repurchases are made at the discretion of management and will depend on prevailing share prices, general economic and market conditions, and other considerations. The authorization has no expiration date. During the three months ended March 31, 2025, 2,009,420 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 31.5 million. No shares were repurchased for the three months ended March 31, 2026. As of March 31, 2026, there was $ 464.2 million of authorization remaining under Delek's aggregate stock repurchase program.
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Management's Discussion and Analysis
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.