What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-04-29 · 283 added, 150 removed, 692 unchanged (38% of the section changed)

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

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

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

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

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

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

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

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

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• seasonality;

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

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

Management's Discussion and Analysis

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

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

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Our focus on safe and reliable operations is a pillar which underlines all of our business activities.

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

We continue to identify opportunities to mitigate market risk and focus on efforts that improve our overall cost structure without compromising operational excellence.

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

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

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

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

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

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

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

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

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

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

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

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

We remain committed to building on the progress achieved through the EOP since 2024 and unlocking further free cash flow improvements across all business lines.

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

We also advanced our strong balance sheet initiatives, including issuing new 6.875% Notes due 2034, redeeming all 7.125% Notes due 2028 and a portion of the 8.625% Notes due 2029, and entering into amended and new credit facilities for Delek and Delek Logistics.

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

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

During the second quarter of 2026, our Refining segment continued to benefit from a constructive margin environment compared to 2025, supported by increased crack spreads and favorable crude oil differentials.

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

We will continue to execute on our priorities of safe and reliable operations, advancing our EOP cost saving initiatives, and delivering shareholder value while maintaining our financial strength and flexibility.

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

Environmental Protection Agency’s Renewable Fuel Standard - 2 ("RFS-2") regulations.

On August 3, 2026 EPA announced its final action on certain petitions for small refinery exemptions under the Renewable Fuel Standard program, which included the petition submitted for the Krotz Springs refinery for the 2024 compliance year.

The EPA’s action follows the D.C.

Court of Appeals’ April 7, 2026 decision vacating the EPA’s prior denial of the 2024 exemption application.

We believe this action reinforces the important role that SREs play in ensuring the RFS program appropriately recognizes the disproportionate economic hardship that is experienced by qualifying small refineries.

In response to uncertainty, we continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure.

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

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

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

As of June 30, 2026, we returned $51.2 million of capital in 2026 to shareholders through dividends and share buybacks.

Our near-term focus is centered around the following:

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

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

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Other 2026 Developments

Delek Debt Agreements

On May 15, 2026, Delek entered into an amendment (“Amendment No.

1”) to the Delek Term Loan Credit Facility.

Proceeds and cash on hand were used to refinance the Company’s existing term loan facility.

As a result of the refinancing effected pursuant to Amendment No.

1, outstanding term loans of the Company were reduced to an aggregate principal amount of $850.0 million.

Amendment No.

1, among other modifications, (i) extended the maturity of the Delek Term Credit Facility to May 15, 2032 and (ii) reduced the rate of interest on borrowings, at the Company’s election, to either term SOFR plus 300 basis points or base rate plus 200 basis points.

The amendment also allows for up to 750.0 million in incremental loans subject to certain restrictions.

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

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

4” and, as amended, the "ABL Credit Agreement").

Amendment No.

4, among other modifications, (i) increased the revolving loan commitments from

Management's Discussion and Analysis

$1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement.

Delek Logistics

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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.

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

These transactions with Delek Logistics have been eliminated in consolidation.

Delek Logistics Debt Agreement

On May 14, 2026, Delek Logistics sold $800.0 million in aggregate principal amount of the Co-issuers 6.875% Senior Notes due 2034 (the “Delek Logistics 2034 Notes”).

Net proceeds were used to redeem the Delek Logistics 2028 Notes and a portion of the Delek Logistics 2029 Notes.

Cybersecurity Incident

In July 2026, we identified a cybersecurity incident in which an unauthorized third party accessed a single employee's account and copied certain files from our email and SharePoint environment.

Upon discovery, we promptly contained the incident, disabled the affected credentials, and engaged a third-party forensic firm and outside legal counsel.

The incident did not affect our refining or logistics operations, or financial reporting systems, and did not result in any loss of availability of our data.

Management has determined, based on information known to date, that the incident is not material and is not reasonably likely to have a material impact on our business, financial condition, or results of operations.

Our assessment of applicable notification and other legal obligations remains ongoing.

Information About Our Segments

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Refining and Logistics.

Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of our corporate activities, results of certain immaterial operating segments, including our Canadian crude trading operations and intercompany eliminations.

Management's Discussion and Analysis

Refining Overview

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

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

The refining segment has a combined nameplate capacity of 302,000 bpd as of June 30, 2026.

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

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In the fourth quarter of 2025, we sold our Cleburne, Texas facility.

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

In addition, the refining segment includes

Management's Discussion and Analysis

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

Logistics Overview

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

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

DKL), where we owned a 63.0% interest at June 30, 2026.

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

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

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

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

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

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

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

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Minimizing Financial Risk

On April 1, 2026, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable Secured Overnight Financing Rate ("SOFR") interest component of the Delek Term Loan Credit Facility.

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

Efficient Access to Capital

On May 14, 2026, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp.

(“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $800.0 million in aggregate principal amount of the Co-issuers 6.875% Senior Notes due 2034 (the “Delek Logistics 2034 Notes”).

Net proceeds were used to redeem the Delek Logistics 2028 Notes and a portion of the Delek Logistics 2029 Notes.

On May 15, 2026, Delek entered into an Amendment No.

1 to the Delek Term Loan Credit Facility.

Proceeds and cash on hand were used to refinance the Company’s existing term loan facility.

As a result of the refinancing effected pursuant to Amendment No.

1, outstanding term loans of the Company were reduced to an aggregate principal amount of $850.0 million.

Amendment No.

The amendment also allows for up to 750.0 million in incremental loans subject to certain restrictions.

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").

4 to Third Amended and Restated Credit Agreement.

Amendment No.

4, among other modifications, (i) increases the revolving loan commitments from $1,100.0 million to $1,250.0 million, (ii) extends the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduces the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amends certain thresholds for obligations under the Existing ABL Credit Agreement.

4, among other modifications, (i) increased the revolving loan commitments from $1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement.

On March 26, 2026, Delek Logistics Partners, LP entered into a new credit agreement that provides for revolving commitments up to $1,300.0 million in the aggregate with a sublimit up to $150.0 million for letters of credit and up to $50.0 million for swing line loans.

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

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

Crack spreads were higher in 2026 than 2025, and higher than any period in the past four years.

RINs also reached pricing levels higher than any period in the past four years which negatively impacted our refining expenses.

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

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

Management's Discussion and Analysis

WTI crude oil represents the largest component of our crude slate at all of our refineries and can be sourced through our gathering channels or optimization efforts from Midland, Texas, Cushing, Oklahoma, or other locations.

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

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

Management's Discussion and Analysis

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

Crude Pricing Differentials

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

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

Management's Discussion and Analysis

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

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

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

Crack Spreads

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

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

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

Management's Discussion and Analysis

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

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

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

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

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

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

The chart below illustrates the volatility in RINs for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.

Management's Discussion and Analysis

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

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

The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.

Non-GAAP Measures

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Reported net (loss) income attributable to Delek US $ 169.5 $ (106.4) $ (31.8) $ (279.1)

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Refining Segment

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Total revenues $ 4,056.0 $ 2,716.8 $ 6,686.5 $ 5,325.1

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Summary Statement of Operations Data (1)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Net revenues $ 4,087.0 $ 2,764.6 $ 6,740.1 $ 5,406.5

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Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation.

Management measures the operating performance of each of its reportable segments based on the segment EBITDA.

Management measures the operating performance of each of its reportable segments based on segment EBITDA.

Management's Discussion and Analysis

Results of Operations

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

Consolidated Results of Operations — Comparison of the Three and Six Months Ended June 30, 2026 versus the Three and Six Months Ended June 30, 2025

Net Income (Loss)

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

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

Consolidated net income for the second quarter of 2026 was $180.1 million compared to net loss of $90.1 million for the second quarter of 2025.

Consolidated net income attributable to Delek for the second quarter of June 30, 2026 was $169.5 million, or $2.76 per basic share, compared to a net loss of $106.4 million, or $(1.76) per basic share, for the second quarter 2025.

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

Consolidated net loss for the six months ended June 30, 2026 was $10.8 million compared to a net loss of $248.6 million for the six months ended June 30, 2025.

Consolidated net loss attributable to Delek for the six months ended June 30, 2026 was $31.8 million, or $(0.52) per basic share, compared to a loss of $279.1 million, or $(4.55) per basic share, for the six months ended June 30, 2025.

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

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

In the second quarter of 2026 and 2025, we generated net revenues of $4,087.0 million and $2,764.6 million, respectively, an increase of $1,322.4 million, or 47.8%.

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

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

Gulf Coast gasoline of 57.4%, ULSD of 76.9% and U.S.

Gulf Coast HSD of 81.1%;

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

We generated net revenues of $6,740.1 million and $5,406.5 million during the six months ended June 30, 2026 and 2025, respectively, an increase of $1,333.6 million, or 24.7%.

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

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Gulf Coast HSD of 47.5%;

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

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

These increases were partially offset by the following:

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Cost of Materials and Other

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

Cost of materials and other was $3,390.6 million for the second quarter of 2026 compared to $2,415.0 million for the second quarter of 2025, an increase of $975.6 million, or 40.4%.

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

• increases in cost of crude oil feedstocks at the refineries, including a 45.4% increase in the average cost of WTI Cushing crude oil and a 47.0% increase in the average cost of WTI Midland crude oil;

• an increase in the price of RINs for the three months ended June 30, 2026;

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

Management's Discussion and Analysis

Cost of materials and other was $5,856.4 million for the six months ended June 30, 2026, compared to $4,814.5 million for the six months ended June 30, 2025, an increase of $1,041.9 million, or 21.6%.

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

• an increase in the cost of crude oil feedstocks at the refineries, including a 19.3% increase in the average cost of WTI Cushing crude oil and a 19.5% increase in the average cost of WTI Midland crude oil;

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

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

• an increase in the price of RINs for the six months ended June 30, 2026;

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

These increases were partially offset by the following:

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Operating Expenses

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

Operating expenses (included in both cost of sales and other operating expenses) were $223.0 million for the second quarter of 2026 compared to $212.0 million for the second quarter of 2025, an increase of $11.0 million, or 5.2%.

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

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

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

• an increase in employee costs of $7.8 million, rental costs of $3.6 million and outside services of $2.5 million.

These increases were partially offset by the following:

• a decrease in variable expenses of $4.6 million including electricity, natural gas, chemical and catalyst costs.

Operating expenses (included in both cost of sales and other operating expenses) were $444.5 million for the six months ended June 30, 2026 compared to $424.4 million for the six months ended June 30, 2025, an increase of $20.1 million, or 4.7%.

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

• an increase in employee costs of $19.0 million, insurance costs of $4.2 million, supplies of $3.5 million and lease and rental costs of $3.1 million.

These increases were partially offset by the following:

◦ a decrease in variable expenses of $6.6 million including electricity, natural gas, chemical and catalyst costs and maintenance costs of $5.7 million.

General and Administrative Expenses

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

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

General and administrative expenses were $56.7 million for the second quarter of 2026 compared to $76.6 million for the second quarter of 2025, a decrease of $19.9 million, or 26.0%.

The decrease was primarily driven by decreased restructuring costs of $15.8 million, supplies costs of $2.2 million, and outside services of $2.1 million.

General and administrative expenses were $100.7 million for the six months ended June 30, 2026 compared to $138.1 million for the six months ended June 30, 2025, a decrease of $37.4 million, or 27.1%.

The decrease was primarily driven by decreased restructuring costs of $21.4 million, employee costs of $8.0 million, and supplies costs of $4.4 million.

Management's Discussion and Analysis

Depreciation and Amortization

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

Depreciation and amortization (included in both cost of sales and other operating expenses) was $115.7 million for the second quarter of 2026 compared to $94.1 million for the second quarter of 2025, an increase of $21.6 million, or 23.0%.

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

Depreciation and amortization (included in both cost of sales and other operating expenses) was $219.0 million for the six months ended June 30, 2026 compared to $195.4 million for the six months ended June 30, 2025, an increase of $23.6 million, or 12.1%.

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

Other Operating Expense (Income), Net

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

Other operating expense, net decreased by $1.8 million in the second quarter of 2026 to income of $1.4 million compared to expense of $0.4 million in the second quarter of 2025.

Other operating income, net was $3.6 million and $6.6 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $3.0 million, or 45.5%.

The decrease was primarily driven by the following:

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

• for the six months ended June 30, 2025 we recorded a gain of $4.3 million related to Delek Logistics' eminent domain settlement.

Non-Operating Expenses, Net

Interest Expense, Net

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

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

Interest expense, net was $100.1 million in the second quarter of 2026, compared to $85.9 million in the second quarter of 2025, an increase of $14.2 million, or 16.5%, primarily driven by the following:

• cost for the extinguishment of debt of $22.0 million partially offset by a decrease in the average effective interest rate, a decrease in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) and hedge gains associated with our interest rate swaps.

Interest expense, net was $184.6 million in the six months ended June 30, 2026, compared to $170.0 million for six months ended June 30, 2025, an increase of $14.6 million, or 8.6% primarily due to the following:

• cost for the extinguishment of debt of $23.5 million partially offset by a decrease in the average effective interest rate, a decrease in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) and hedge gains associated with our interest rate swaps.

Results from Equity Method Investments

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

This increase was primarily driven by the following:

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

The increase was partially offset by the following:

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

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

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

We recognized income of $19.7 million from equity method investments during the second quarter of 2026, compared to $22.2 million for the second quarter of 2025, a decrease of $2.5 million, or 11.3%.

We recognized income from equity method investments of $34.3 million for the six months ended June 30, 2026, compared to $35.5 million for the six months ended June 30, 2025, a decrease of $1.2 million, or 3.4%.

Management's Discussion and Analysis

Other Expense (Income), net

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

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

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

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

Other expense, net decreased by $6.1 million, or 98.4%, to $0.1 million in the second quarter of 2026 compared to $6.2 million in the second quarter of 2025 primarily driven by the following:

• an impairment recognized on two investments held at cost within other non-current assets for $8.6 million during the second quarter of 2025.

Other expense (income), net was $0.2 million of income in the six months ended June 30, 2026, compared to $4.6 million of expense for the six months ended June 30, 2025, a decrease of $4.8 million, or 104.3% primarily driven by the following:

• an impairment recognized on two investments held at cost within other non-current assets for $8.6 million during the six months ended June 30, 2025.

For the second quarter of 2026, we recorded an income tax expense of $41.8 million from continuing operations compared to an income tax benefit of $14.1 million from continuing operations for the second quarter of 2025, primarily driven by the following:

• an increase in pre-tax net income of $325.3 million;

• our effective tax rates were 18.8% and 13.6% for the three months ended June 30, 2026 and 2025, respectively, due to the impact of fixed dollar permanent differences on the tax rate and changes to valuation allowances on certain attributes.

For the six months ended June 30, 2026, we recorded an income tax benefit of $16.4 million from continuing operations compared to an income tax benefit of $50.9 million from continuing operations for the six months ended June 30, 2025, primarily driven by the following:

• a decrease to pre-tax loss with $27.0 million in the six months ended June 30, 2026 compared to a pre-tax loss of $298.4 million in the six months ended June 30, 2025;

• our effective tax rates were 60.7% and 17.1% for the six months ended June 30, 2026 and 2025, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes.

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

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Selected Refining Financial Information

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 4,056.0 $ 2,716.8 $ 6,686.5 $ 5,325.1

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Refinery Statistics

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Total Refining Segment

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Refinery Statistics (continued)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Tyler, TX Refinery

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Refinery Statistics (continued)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Big Spring, TX Refinery

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Other feedstocks

1,213 4,210 1,513 5,147

Total throughput 70,137 75,659 50,445 67,582

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31,744 32,908 31,351 32,616

1,977 4,596 1,773 3,917

Petrochemicals, LPG, NGLs

6,754 6,660 6,512 6,496

Total production

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Other feedstocks

7,854 3,278 10,576 4,789

Total throughput

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Refinery Sales to Other Segments

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in barrels per day) 2026 2025 2026 2025

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Pricing Statistics (average for the period presented)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

WTI — Cushing crude oil (per barrel) $ 92.79 $ 63.81 $ 80.64 $ 67.61

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Management's Discussion and Analysis

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

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

Refining Segment Operational Comparison of the Three and Six Months Ended June 30, 2026 versus the Three and Six Months Ended June 30, 2025

Revenues for the refining segment increased by $1,339.2 million, or 49.3%, in the second quarter of 2026 compared to the second quarter of 2025.

The increase was primarily driven by the following:

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Gulf Coast HSD of 81.1%.

Net revenues included sales to our logistics segment of $148.9 million and $84.5 million for the three months ended June 30, 2026 and June 30, 2025, respectively.

We eliminate this intercompany revenue in consolidation.

Revenues for the refining segment increased $1,361.4 million, or 25.6%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The increase was primarily driven by the following:

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

Gulf Coast gasoline of 33.7%, ULSD of 47.0%, and U.S.

Gulf Coast HSD of 47.5%.

These increases were partially offset by the following:

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

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

Revenues included sales to our logistics segment of $257.1 million and $174.5 million for the six months ended June 30, 2026 and 2025, respectively.

We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

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

This decrease was primarily driven by the following:

Cost of materials and other increased by $870.0 million, or 35.1%, in the second quarter of 2026 compared to the second quarter of 2025.

The increase was primarily driven by the following:

• increases in the cost of WTI Cushing crude oil, from an average of $63.81 per barrel to an average of $92.79, or 45.4% and increases in the cost of WTI Midland crude oil, from an average of $64.42 per barrel to an average of $94.69, or 47.0%;

• an increase in the price of RINs for the second quarter of 2026.

Cost of materials and other increased $800.9 million, or 16.2%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

This increase was primarily driven by the following:

• increases in the cost of WTI Cushing crude oil, from an average of $67.61 per barrel to an average of $80.64, or 19.3% and increases in the cost of WTI Midland crude oil, from an average of $68.44 per barrel to an average of $81.78, or 19.5%;

• an increase in the price of RINs for the six months ended June 30, 2026.

The increases were partially offset by the following:

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

The decrease was partially offset by the following:

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

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

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

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

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

These costs and fees were $204.8 million and $371.5 million during the three and six months ended June 30, 2026, respectively, and $114.0 million and $239.9 million during the three and six months ended June 30, 2025, respectively.

We eliminate these intercompany fees in consolidation.

Operating Expenses

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

Operating expenses increased by $5.6 million, or 3.7%, in the second quarter of 2026 compared to the second quarter of 2025.

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

• an increase in employee expenses of $6.3 million and lease and rental expenses of $3.3 million.

The increases were partially offset by the following:

Management's Discussion and Analysis

• a decrease in outside services of $4.9 million.

Operating expenses decreased $2.3 million, or 0.7%, in the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

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

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

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

• a decrease in outside services of $13.4 million primarily driven by the Big Spring refinery turnaround.

The decreases were partially offset by the following:

• an increase in employee expenses of $7.5 million and lease and rental expenses of $4.4 million.

Refining Margin

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

Refining segment margin increased by $469.2 million, or 196.9%, in the second quarter of 2026 compared to the second quarter of 2025, with a refining margin percentage of 17.4% as compared to 8.8% for the second quarter of 2026 and 2025, respectively, primarily driven by the following:

• a 129.1% increase in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 124.9% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 160.5% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery).

Refining margin increased by $560.5 million, or 149.2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, with a refining margin percentage of 14.0% as compared to 7.1% for the six months ended June 30, 2026 and 2025, respectively, primarily driven by the following:

• a 111.6% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 109.6% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 144.9% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery).

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

Management's Discussion and Analysis

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

EBITDA increased by $459.7 million, or 477.4%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to an increase in refining margin driven by increased crack spreads.

EBITDA increased by $554.7 million, or 689.1% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an increase in refining margin driven by increased crack spreads offset by decreased sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.

Management's Discussion and Analysis

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Selected Logistics Financial and Operating Information

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 384.7 $ 246.4 $ 682.2 $ 496.3

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

— 67,516 — 67,695

West Texas wholesale marketing throughputs (average bpd) 4,191 10,757 7,960 10,791

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Management's Discussion and Analysis

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

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

Logistics Segment Operational Comparison of the Three and Six Months Ended June 30, 2026 versus the Three and Six Months Ended June 30, 2025

Net revenues increased by $138.3 million, or 56.1%, in the second quarter of 2026 compared to the second quarter of 2025, primarily driven by:

• increased revenue of $65.9 million in our West Texas marketing operations driven by increases in net volumes sold, an increase in average sales prices per gallon and an increase in RINs revenue:

◦ the volumes of gasoline sold increased by 4.9 million gallons, while the volumes of diesel sold decreased by 1.3 million gallons;

◦ the average sales prices per gallon of gasoline and diesel sold increased by $1.06 and $1.52 per gallon, respectively;

◦ RINs revenue increased by $3.3 million primarily due to increased RINs prices.

• increased revenue of $77.4 million primarily associated with the Delek Permian Gathering purchasing and blending activities which was transferred from Delek Holdings on May 1, 2025 (the "DPG Dropdown") and increased crude activity in our Delaware Gathering operations.

These increases were partially offset by the following:

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

Net revenues included sales to our refining segment of $204.8 million and $114.0 million for the three months ended June 30, 2026 and June 30, 2025, respectively, and sales corporate and other of $0.0 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively.

We eliminate this intercompany revenue in consolidation.

Net revenues increased by $185.9 million, or 37.5%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily driven by the following:

• increased revenue of $84.7 million in our West Texas marketing operations primarily driven by an increase in average sales prices per gallon, a net increase in volumes sold and an increase in RINs revenue:

◦ the average sales prices per gallon of gasoline and diesel sold increased by $0.57 and $0.95 per gallon, respectively;

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

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

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

◦ the volumes gasoline sold increased by 9.6 million gallons while the volumes of diesel sold decreased by 2.1 million;

◦ RINs revenue increased $5.7 million primarily due to increased RINs prices.

• increased revenue of $113.4 million primarily associated with the Delek Permian Gathering purchasing and blending activities which was transferred to Delek Logistics on May 1, 2025 and increased crude activity in our Delaware Gathering operations.

These increases were partially offset by the following:

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

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

• a decrease of $13.4 million associated with the termination of a marketing agreement with Delek Holdings, under which DKL marketed 100% of the refined products output of the Tyler Refinery effective January 1, 2026.

Net revenues included sales to our refining segment of $371.5 million and $239.9 million for the six months ended June 30, 2026 and 2025, respectively, and sales to corporate and other of $0.0 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively.

We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

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

Cost of materials and other for the logistics segment increased by $119.7 million, or 100.3%, in the second quarter of 2026 compared to the second quarter of 2025.

The increase was primarily driven by the following:

• increased costs of materials and other of $66.9 million in our West Texas marketing operations primarily driven by an increase in average cost per gallon of gasoline and diesel sold and a net increase in volumes sold:

◦ the average cost per gallon of gasoline and diesel sold increased by $1.11 per gallon and $1.68 per gallon, respectively;

◦ the volumes of gasoline sold increased by 4.9 million, while diesel sold decreased by 1.3 million gallons, respectively.

• an increase of $50.2 million in our gathering and processing segment primarily associated with increased costs associated with our Delaware Gathering operations.

Management's Discussion and Analysis

Our logistics segment purchased product from our refining segment of $148.9 million and $84.5 million for the three months ended June 30, 2026 and June 30, 2025, respectively.

We eliminate these intercompany costs in consolidation.

Cost of materials and other for the logistics segment increased by $159.2 million, or 64.1%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

This increase was primarily driven by the following:

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◦ the average cost per gallon of gasoline and diesel sold increased by $0.57 per gallon and $1.06 per gallon, respectively;

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

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

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

◦ the volumes of gasoline sold increased by 9.6 million gallons, while diesel sold decreased by 2.1 million gallons.

• an increase of $76.1 million in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations.

Our logistics segment purchased product from our refining segment for $257.1 million and $174.5 million for the six months ended June 30, 2026 and June 30, 2025, respectively.

We eliminate these intercompany costs in consolidation.

Management's Discussion and Analysis

Operating Expenses

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

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

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

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

• an $2.78 per barrel increase in wholesale margins;

Operating expenses increased by $5.2 million, or 13.6%, in the second quarter of 2026 compared to the second quarter of 2025, primarily driven by the following:

• an increase of $8.4 million in outside services, primarily related to professional consulting and contract services;

• an increase in employee expenses of $2.4 million, primarily associated with our Midland Water Gathering operations.

These increases were partially offset by the following:

• a decrease in variable expenses of $4.6 million and a $3.1 million decrease in maintenance and repairs costs.

Management's Discussion and Analysis

Operating expenses increased by $11.3 million, or 14.3%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by the following:

• an increase of $13.8 million in outside services, primarily related to professional consulting and contract services;

• an increase in employee expenses of $3.2 million, primarily associated with our Midland Water Gathering operations;

• an increase in insurance expense of $1.7 million and an increase in supplies expense of $1.6 million.

These increases were partially offset by the following:

• a $5.3 million decrease in maintenance and repairs costs and a $3.1 million decrease in variable expenses.

EBITDA increased by $23.4 million, or 24.2%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by the following:

• increased revenue from crude gathering.

The increase was partially offset by the following:

• a decrease in wholesale margins of $1.24 per barrel;

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

EBITDA increased by $26.1 million, or 13.8%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by the following:

• a $0.77 per barrel increase in wholesale margins;

• increased revenue from crude gathering.

These increases were partially offset by the following:

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• potential issuances of additional equity and debt securities.

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

At June 30, 2026, total liquidity was $2,477.2 million, consisting primarily of $1,848.6 million in unused credit commitments under our revolving credit facilities (as discussed in Note 9 of our condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q) and $628.6 million in cash and cash equivalents.

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

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

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

On July 23, 2026, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock.

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

In addition, we have historically been able to source funding at terms that reflect market conditions, our financial position and our credit ratings and expect future funding sources to be at terms that are sustainable and profitable for the Company.

We have historically been able to source funding at terms that reflect market conditions, our financial position and our credit ratings and expect future funding sources to be at terms that are sustainable and profitable for the Company.

However, there can be no assurances regarding the availability of future debt or equity financings or whether such financings can be made available on terms that are acceptable to us;

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Our debt limitation covenants in our existing financing documents are usual and customary for credit agreements of our type and reflective of market conditions at the time of their execution.

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

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

Our ability to service debt, fund capital expenditures, pay dividends, and repurchase common stock will depend on future operating performance, which is subject to prevailing economic conditions in the oil industry, including oil prices and other factors, some of which are beyond our control.

As of June 30, 2026, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 9 of our condensed consolidated financial statements in Item 1.

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

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

Additionally, we were in compliance with covenants during the quarter ended June 30, 2026.

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

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

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

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

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flow Data:

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Continuing Operations

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

Net cash provided by operating activities from continuing operations was $724.2 million for the six months ended June 30, 2026, compared to net cash used of $9.9 million for the comparable period of 2025.

The increases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $729.0 million increase in cash provided by operating activities partially offset by an increase in cash paid for debt interest of $6.9 million.

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Continuing Operations

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

Net cash used in investing activities from continuing operations was $366.5 million for the six months ended June 30, 2026, compared to $477.6 million in the comparable period of 2025.

The decrease in cash flows used in investing activities was primarily due to the Gravity Acquisition in 2025 for $181.2 million offset by a $60.0 million increase in purchases of property, plant and equipment.

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Continuing Operations

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

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

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

Net cash used in financing activities from continuing operations was $354.7 million for the six months ended June 30, 2026, compared to cash provided of $368.5 million in the comparable 2025 period.

The decrease in cash provided was primarily due to net payments on term debt of $71.5 million for the six months ended June 30, 2026 compared to net proceeds of $695.2 million in the comparable 2025 period, net payments on product and other financing arrangements of $139.2 million for the six months ended June 30, 2026 compared to net proceeds of $162.1 million in the comparable 2025 period and payments of $33.5 million for deferred financing costs for the six months ended June 30, 2026 compared to deferred financing costs of $10.8 million in the comparable 2025 period.

These increases in cash used were partially offset by net proceeds on long-term revolvers of $36.2 million for the six months ended June 30, 2026 compared to net payments of $354.6 million in the comparable 2025 period and a decrease of $24.4 million in share buybacks.

Cash Position and Indebtedness

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

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

Additionally, we had letters of credit issued of approximately $296.0 million.

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

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

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

As of June 30, 2026, cash and cash equivalents totaled $628.6 million, and total long-term indebtedness was approximately $3,189.7 million, net of deferred financing costs and debt discount of $58.4 million.

Letters of credit issued totaled approximately $453.3 million, and unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,848.6 million.

The decrease of $35.2 million in total long-term principal indebtedness as of June 30, 2026 compared to December 31, 2025 resulted primarily from a decrease in net borrowings under the Delek Term Loan Credit Facility.

As of June 30, 2026, our total long-term indebtedness (as defined in Note 9 of the condensed consolidated financial statements in Item 1.

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

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

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

• the Delek Revolving Credit Facility with no outstanding borrowings (maturity of April 9, 2031);

• aggregate principal of $850.0 million under the Delek Term Loan Credit Facility (maturity of May 15, 2032 and effective interest of 7.36%);

• aggregate principal of $248.1 million under the Delek Logistics Revolving Facility (maturity of March 26, 2031 and average borrowing rate of 6.05%);

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• aggregate principal of $800.0 million under the Delek Logistics 2034 Notes (due in 2034, with effective interest rate of 7.15%).

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

We also utilize supplemental financing arrangements to fund operating assets or, from time to time, to monetize assets not needed in the near term when internal cost of capital and other criteria are met.

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

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

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

("Citi") was $95.2 million at June 30, 2026.

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

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

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

Product financing liabilities, consisting primarily of RIN financings, totaled $174.6 million as of June 30, 2026, all of which is due within the next 12 months.

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

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Management's Discussion and Analysis

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

In determining our debt ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels and seniorities, cost structure, planned asset sales and production growth opportunities.

We receive debt ratings from the major U.S.

credit rating agencies.

In assigning these ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels and seniorities, cost structure, planned asset sales and production growth opportunities.

There are no "rating triggers" in any of our contractual debt obligations that would accelerate scheduled maturities should our debt rating fall below a specified level.

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

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

2026 Forecast (2)

Three Months Ended March 31, 2026 Actual (1)

The following table summarizes our actual capital expenditures for the six months ended June 30, 2026, by operating segment and major category (in millions):

2026 Low Forecast (1)

2026 High Forecast (1)

Six Months Ended June 30, 2026 Actual (2)

Regulatory $ 14.1

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Total capital spending $ 500 $ 550 $ 319.0

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

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

(1) During the second quarter of 2026, we revised our 2026 full-year capital forecast to include a low and high range for each segment to better reflect the range of potential outcomes based on management's current estimates for the remainder of the year.

(2) Amounts exclude capitalized interest and internal labor costs of $24.9 million and $13.1 million in specialized project financing not included in the forecast.

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

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Long-Term Cash Requirements Under Contractual Obligations

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

Information regarding our known cash requirements under contractual obligations of the types described below as of June 30, 2026, is set forth in the following table (in millions):

Payments Due by Period

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Total $ 1,611.3 $ 1,556.8 $ 830.7 $ 2,789.9 $ 6,788.7

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

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

(1) Expected interest payments on debt outstanding at June 30, 2026.

Floating interest rate debt is calculated using June 30, 2026 rates.

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

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

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

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of June 30, 2026.

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

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

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

Refer to the cash flow section for our operating activities spend during the six months ended June 30, 2026.

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

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

Refer to the 'Capital Spending' section for our capital expenditures for the six months ended June 30, 2026 and our anticipated cash requirements for planned capital expenditures for the full year 2026.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis