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)
June 30, 2026 December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 628.6 $ 625.8
Accounts receivable, net 866.3 648.7
Inventories, net of inventory valuation reserves 999.3 726.0
Other current assets 108.7 67.5
Total current assets 2,602.9 2,068.0
Property, plant and equipment:
Property, plant and equipment 5,909.4 5,586.9
Less: accumulated depreciation ( 2,476.6 ) ( 2,314.4 )
Property, plant and equipment, net 3,432.8 3,272.5
Operating lease right-of-use assets 66.2 71.4
Goodwill 475.3 475.3
Other intangibles, net 400.4 405.7
Equity method investments 430.9 427.7
Other non-current assets 142.9 127.1
Total assets $ 7,551.4 $ 6,847.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 1,853.0 $ 1,633.8
Current portion of long-term debt 8.5 9.5
Current portion of operating lease liabilities 27.2 27.2
Accrued expenses and other current liabilities 1,522.6 858.9
Total current liabilities 3,411.3 2,529.4
Non-current liabilities:
Long-term debt, net of current portion 3,181.2 3,223.6
Obligation under Inventory Intermediation Agreement 95.2 119.5
Environmental liabilities, net of current portion 30.7 31.1
Asset retirement obligations 36.3 34.0
Deferred tax liabilities 152.3 217.9
Operating lease liabilities, net of current portion 38.3 46.1
Other non-current liabilities 183.4 98.8
Total non-current liabilities 3,717.4 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, 78,774,745 shares and 77,357,447 shares issued at June 30, 2026, and December 31, 2025, respectively
0.8 0.8
Additional paid-in capital 1,267.6 1,290.9
Treasury stock, 17,575,527 shares, at cost, at June 30, 2026, and December 31, 2025, respectively
( 694.1 ) ( 694.1 )
Retained earnings (deficit) ( 387.8 ) ( 311.1 )
Non-controlling interests in subsidiaries 236.2 260.8
Total stockholders’ equity 422.7 547.3
Total liabilities and stockholders’ equity $ 7,551.4 $ 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net revenues $ 4,087.0 $ 2,764.6 $ 6,740.1 $ 5,406.5
Cost of sales:
Cost of materials and other 3,390.6 2,415.0 5,856.4 4,814.5
Operating expenses (excluding depreciation and amortization presented below) 220.1 209.8 440.0 420.9
Depreciation and amortization 111.2 87.6 208.8 182.6
Total cost of sales 3,721.9 2,712.4 6,505.2 5,418.0
Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 2.9 2.2 4.5 3.5
General and administrative expenses 56.7 76.6 100.7 138.1
Depreciation and amortization 4.5 6.5 10.2 12.8
Other operating expense (income), net ( 1.4 ) 0.4 ( 3.6 ) ( 6.6 )
Total operating costs and expenses 3,784.6 2,798.1 6,617.0 5,565.8
Operating income (loss) 302.4 ( 33.5 ) 123.1 ( 159.3 )
Interest expense, net 100.1 85.9 184.6 170.0
Income from equity method investments ( 19.7 ) ( 22.2 ) ( 34.3 ) ( 35.5 )
Other expense (income), net 0.1 6.2 ( 0.2 ) 4.6
Total non-operating expense, net 80.5 69.9 150.1 139.1
Income (loss) from continuing operations before income tax expense (benefit) 221.9 ( 103.4 ) ( 27.0 ) ( 298.4 )
Income tax expense (benefit) 41.8 ( 14.1 ) ( 16.4 ) ( 50.9 )
Income (loss) from continuing operations, net of tax 180.1 ( 89.3 ) ( 10.6 ) ( 247.5 )
Discontinued operations:
Income (loss) from discontinued operations — ( 1.0 ) ( 0.3 ) ( 1.4 )
Income tax expense (benefit) — ( 0.2 ) ( 0.1 ) ( 0.3 )
Income (loss) from discontinued operations, net of tax — ( 0.8 ) ( 0.2 ) ( 1.1 )
Net income (loss) 180.1 ( 90.1 ) ( 10.8 ) ( 248.6 )
Net income attributed to non-controlling interests 10.6 16.3 21.0 30.5
Net income (loss) attributable to Delek $ 169.5 $ ( 106.4 ) $ ( 31.8 ) $ ( 279.1 )
Basic income (loss) per share:
Income (loss) from continuing operations $ 2.76 $ ( 1.75 ) $ ( 0.52 ) $ ( 4.53 )
Income (loss) from discontinued operations — ( 0.01 ) — ( 0.02 )
Total basic income (loss) per share $ 2.76 $ ( 1.76 ) $ ( 0.52 ) $ ( 4.55 )
Diluted income (loss) per share:
Income (loss) from continuing operations $ 2.71 $ ( 1.75 ) $ ( 0.52 ) $ ( 4.53 )
Income (loss) from discontinued operations — ( 0.01 ) — ( 0.02 )
Total diluted income (loss) per share $ 2.71 $ ( 1.76 ) $ ( 0.52 ) $ ( 4.55 )
Weighted average common shares outstanding:
Basic 61,315,020 60,506,943 60,788,126 61,306,915
Diluted 62,486,336 60,506,943 60,788,126 61,306,915
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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $ 180.1 $ ( 90.1 ) $ ( 10.8 ) $ ( 248.6 )
Comprehensive income (loss) $ 180.1 $ ( 90.1 ) $ ( 10.8 ) $ ( 248.6 )
Comprehensive income attributable to non-controlling interest 10.6 16.3 21.0 30.5
Comprehensive income (loss) attributable to Delek $ 169.5 $ ( 106.4 ) $ ( 31.8 ) $ ( 279.1 )
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 June 30, 2026
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity
Shares Amount Shares Amount
Balance at March 31, 2026
78,793,863 $ 0.8 $ 1,274.4 $ — $ ( 528.6 ) ( 17,575,527 ) $ ( 694.1 ) $ 249.5 $ 302.0
Net income (loss) — — — — 169.5 — — 10.6 180.1
Common stock dividends ($ 0.255 per share)
— — — — ( 15.6 ) — — — ( 15.6 )
Distributions to non-controlling interests — — — — — — — ( 22.2 ) ( 22.2 )
Equity-based compensation expense — — 6.4 — — — — 0.7 7.1
Repurchase of common stock ( 442,893 ) — ( 7.2 ) — ( 12.8 ) — — — ( 20.0 )
Taxes paid due to the net settlement of equity-based compensation — — ( 7.9 ) — — — — ( 0.8 ) ( 8.7 )
Exercise of equity-based awards 375,267 — — — — — — — —
Other 48,508 — 1.9 — ( 0.3 ) — — ( 1.6 ) —
Balance at June 30, 2026
78,774,745 $ 0.8 $ 1,267.6 $ — $ ( 387.8 ) ( 17,575,527 ) $ ( 694.1 ) $ 236.2 $ 422.7
Three Months Ended June 30, 2025
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity
Shares Amount Shares Amount
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
Net income (loss) — — — — ( 106.4 ) — — 16.3 ( 90.1 )
Common stock dividends ($ 0.255 per share)
— — — — ( 15.5 ) — — — ( 15.5 )
Distributions to non-controlling interests — — — — — — — ( 21.7 ) ( 21.7 )
Equity-based compensation expense — — 7.1 — — — — 0.6 7.7
Repurchase of common stock ( 685,050 ) — ( 10.9 ) — ( 2.0 ) — — — ( 12.9 )
Taxes paid due to the net settlement of equity-based compensation — — ( 3.2 ) — — — — ( 0.4 ) ( 3.6 )
Exercise of equity-based awards 415,334 — — — — — — — —
Other 64,389 — 2.1 ( 0.1 ) ( 0.5 ) — — 0.1 1.6
Balance at June 30, 2025
78,002,696 $ 0.8 $ 1,243.3 $ ( 4.2 ) $ ( 519.8 ) ( 17,575,527 ) $ ( 694.1 ) $ 268.9 $ 294.9
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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)
Six Months Ended June 30, 2026
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, 2025 77,357,447 $ 0.8 $ 1,290.9 $ — $ ( 311.1 ) ( 17,575,527 ) $ ( 694.1 ) $ 260.8 $ 547.3
Net income (loss) — — — — ( 31.8 ) — — 21.0 ( 10.8 )
Common stock dividends ($ 0.510 per share)
— — — — ( 31.2 ) — — — ( 31.2 )
Distributions to non-controlling interests — — — — — — — ( 44.3 ) ( 44.3 )
Equity-based compensation expense — — 13.1 — — — — 1.4 14.5
Repurchase of common stock ( 442,893 ) — ( 7.2 ) — ( 12.8 ) — — — ( 20.0 )
Repurchases of non-controlling interests, net of tax — — — — — — — — —
Taxes paid due to the net settlement of equity-based compensation — — ( 32.7 ) — — — — ( 1.1 ) ( 33.8 )
Exercise of equity-based awards 1,792,050 — — — — — — — —
Other 68,141 — 3.5 — ( 0.9 ) — — ( 1.6 ) 1.0
Balance at June 30, 2026 78,774,745 $ 0.8 $ 1,267.6 $ — $ ( 387.8 ) ( 17,575,527 ) $ ( 694.1 ) $ 236.2 $ 422.7
Six Months Ended June 30, 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) — — — — ( 279.1 ) — — 30.5 ( 248.6 )
Common stock dividends ($ 0.510 per share)
— — — — ( 31.4 ) — — — ( 31.4 )
Equity-based compensation expense — — 13.7 — — — — 0.9 14.6
Distributions to non-controlling interests — — — — — — — ( 43.3 ) ( 43.3 )
Issuance of Delek Logistics common units for Gravity Acquisition, net of tax — — 55.4 — — — — 20.9 76.3
Taxes paid due to the net settlement of equity-based compensation — — ( 3.6 ) — — — — ( 0.7 ) ( 4.3 )
Repurchase of common stock ( 2,694,470 ) — ( 41.5 ) — ( 2.9 ) — — — ( 44.4 )
Exercise of equity-based awards 476,484 — — — — — — — —
Other 92,688 — 3.4 ( 0.1 ) ( 0.7 ) — — ( 1.8 ) 0.8
Balance at June 30, 2025 78,002,696 $ 0.8 $ 1,243.3 $ ( 4.2 ) $ ( 519.8 ) ( 17,575,527 ) $ ( 694.1 ) $ 268.9 $ 294.9
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)
Six Months Ended June 30,
2026 2025
Cash flows from operating activities:
Net income (loss) $ ( 10.8 ) $ ( 248.6 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 219.0 195.4
Non-cash lease expense 11.3 21.7
Deferred income taxes ( 61.8 ) ( 51.2 )
Income from equity method investments ( 34.3 ) ( 35.5 )
Dividends from equity method investments 23.0 13.5
Non-cash lower of cost or market/net realizable value adjustment ( 4.2 ) 0.1
Loss on extinguishment of debt 23.5 —
Equity-based and non-cash compensation expense 14.5 14.6
Loss (income) from discontinued operations 0.2 1.1
Other 10.8 10.2
Changes in assets and liabilities:
Accounts receivable ( 212.0 ) ( 115.6 )
Inventories and other current assets ( 304.2 ) ( 3.8 )
Fair value of derivatives ( 3.6 ) 2.0
Accounts payable and other current liabilities 1,007.1 214.6
Obligation under Inventory Intermediation Agreements ( 24.3 ) ( 20.3 )
Non-current assets and liabilities, net 70.0 ( 8.1 )
Cash provided by (used in) operating activities - continuing operations 724.2 ( 9.9 )
Cash (used in) provided by operating activities - discontinued operations ( 0.2 ) ( 1.1 )
Net cash provided by (used in) operating activities 724.0 ( 11.0 )
Cash flows from investing activities:
Business combination, net of cash acquired — ( 181.2 )
Distributions from equity method investments 8.1 5.6
Purchases of property, plant and equipment ( 361.5 ) ( 301.5 )
Purchases of intangible assets ( 9.2 ) ( 7.1 )
Proceeds from sale of property, plant and equipment 0.2 4.9
Insurance and settlement proceeds — 6.2
Other ( 4.1 ) ( 4.5 )
Net cash used in investing activities ( 366.5 ) ( 477.6 )
Cash flows from financing activities:
Proceeds from long-term revolvers 6,049.3 5,374.7
Payments on long-term revolvers ( 6,013.1 ) ( 5,729.3 )
Proceeds from term debt 1,650.0 700.0
Payments on term debt ( 1,721.5 ) ( 4.8 )
Proceeds from product and other financing agreements 566.6 840.2
Repayments of product and other financing agreements ( 705.8 ) ( 678.1 )
Repurchase of common stock ( 20.0 ) ( 44.4 )
Distribution to non-controlling interest ( 44.3 ) ( 43.3 )
Dividends paid ( 31.2 ) ( 31.4 )
Deferred financing costs paid ( 33.5 ) ( 10.8 )
Other ( 51.2 ) ( 4.3 )
Net cash (used in) provided by financing activities ( 354.7 ) 368.5
Net increase (decrease) in cash and cash equivalents 2.8 ( 120.1 )
Cash and cash equivalents at the beginning of the period 625.8 735.6
Cash and cash equivalents at the end of the period 628.6 615.5
Delek US Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) (Continued)
(In millions)
Six Months Ended June 30,
2026 2025
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest, net of capitalized interest of $ 5.8 million and $ 7.0 million in the 2026 and 2025 periods, respectively
$ 170.5 163.6
Income taxes, net of refunds $ ( 2.8 ) $ ( 0.3 )
Non-cash investing activities:
Delek Logistics common units issued in connection with Gravity Acquisition $ — $ 91.5
Increase (decrease) in accrued capital expenditures $ ( 4.5 ) $ ( 5.0 )
Non-cash financing activities:
Non-cash lease liability arising from obtaining right-of-use assets during the period $ 12.3 $ 32.5
Non-cash right of use asset decrease due to lease termination during the period $ — $ ( 1.6 )
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), 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. Any losses incurred by Delek Logistics will be reflected in our operating results, net of intercompany eliminations, proportionate to our ownership interest.
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 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818)
In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02 Environmental Credits and Environmental Credit Obligations (Topic 818) ("ASU 2026-02"), which establishes the first comprehensive GAAP framework for recognizing, measuring, presenting and disclosing environmental credits and related compliance obligations. ASU 2026-02 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Entities are required to apply the amendments on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet) as of the beginning of the annual reporting period of adoption. Early adoption is permitted at the beginning of an annual reporting period. We are currently evaluating the impact that the adoption of ASU 2026-02 will have on our financial position, results of operations, cash flows and related disclosures.
ASU 2025-12, Codification Improvements
In December 2025, the FASB issued ASU 2025-12 Codification Improvements ("ASU 2025-12"). This update addresses suggestions received from stakeholders regarding the Accounting Standards Codification ("Codification") and makes other incremental improvements to 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
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Notes to Condensed Consolidated Financial Statements (unaudited)
effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date. The adoption of ASU 2025-03 will not affect our financial position or our results of operations, but could impact future business combinations.
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). 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; 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 June 30, 2026
Refining Logistics Total
Net revenues (excluding intercompany fees and revenues) $ 3,907.1 $ 179.9 $ 4,087.0
Inter-segment fees and revenues 148.9 204.8 353.7
Total segment revenues $ 4,056.0 $ 384.7 $ 4,440.7
Elimination of inter-segment revenue ( 353.7 )
Total consolidated revenues $ 4,087.0
Cost of materials and other 3,348.5 239.0
Operating expenses 156.1 43.4
General and administrative expenses 2.8 3.2
Proportional EBITDA of equity-method investments ( 5.8 ) ( 20.7 )
Other segment items (3)
( 1.6 ) ( 0.2 )
Segment EBITDA attributable to Delek $ 556.0 $ 120.0 $ 676.0
Reconciling items to net income (loss) attributable to Delek
Corporate expenses, eliminations and other (1)
242.1
Proportional interest, taxes, depreciation and amortization of equity-method investments 6.8
Depreciation and amortization 115.7
Interest expense, net 100.1
Income tax expense (benefit) 41.8
Net income (loss) attributable to Delek $ 169.5
Three Months Ended June 30, 2026
Refining Logistics Corporate,
Other and Eliminations Consolidated
Depreciation and amortization $ 76.6 $ 40.2 $ ( 1.1 ) $ 115.7
Interest expense, net $ 35.3 $ 47.6 $ 17.2 $ 100.1
Income from equity method investments $ ( 5.2 ) $ ( 14.5 ) $ — $ ( 19.7 )
Capital spending (2)
$ 54.3 $ 60.9 $ 10.3 $ 125.5
13 |
Notes to Condensed Consolidated Financial Statements (unaudited)
Three Months Ended June 30, 2025
Refining Logistics Total
Net revenues (excluding intercompany fees and revenues) $ 2,632.3 $ 132.3 $ 2,764.6
Inter-segment fees and revenues 84.5 114.1 198.6
Total segment revenues $ 2,716.8 $ 246.4 $ 2,963.2
Elimination of inter-segment revenue ( 198.6 )
Total consolidated revenues $ 2,764.6
Cost of materials and other 2,478.5 119.3
Operating expenses 150.5 38.2
General and administrative expenses 4.7 8.9
Proportional EBITDA of equity-method investments ( 12.9 ) ( 17.0 )
Other segment items (3)
( 0.3 ) 0.4
Segment EBITDA attributable to Delek $ 96.3 $ 96.6 $ 192.9
Reconciling items to net income (loss) attributable to Delek
Corporate expenses, eliminations and other (1)
125.7
Proportional interest, taxes, depreciation and amortization of equity-method investments 7.7
Depreciation and amortization 94.1
Interest expense, net 85.9
Income tax expense (benefit) ( 14.1 )
Net income (loss) attributable to Delek $ ( 106.4 )
Three Months Ended June 30, 2025
Refining Logistics Corporate,
Other and Eliminations Consolidated
Depreciation and amortization $ 66.5 $ 30.2 $ ( 2.6 ) $ 94.1
Interest expense, net $ 43.0 $ 18.1 $ 24.8 $ 85.9
Income from equity method investments $ ( 11.7 ) $ ( 10.5 ) $ — $ ( 22.2 )
Capital spending (2)
$ 40.3 $ 119.2 $ 4.5 $ 164.0
14 |
Notes to Condensed Consolidated Financial Statements (unaudited)
Six Months Ended June 30, 2026
Refining Logistics Total
Net revenues (excluding intercompany fees and revenues) $ 6,429.4 $ 310.7 $ 6,740.1
Inter-segment fees and revenues 257.1 371.5 628.6
Total segment revenues $ 6,686.5 $ 682.2 $ 7,368.7
Elimination of inter-segment revenue ( 628.6 )
Total consolidated revenues $ 6,740.1
Cost of materials and other 5,750.3 407.6
Operating expenses 306.3 90.4
General and administrative expenses 6.4 7.5
Proportional EBITDA of equity-method investments ( 9.4 ) ( 39.0 )
Other segment items (3)
( 2.3 ) 0.8
Segment EBITDA attributable to Delek $ 635.2 $ 214.9 $ 850.1
Reconciling items to net income (loss) attributable to Delek
Corporate expenses, eliminations and other (1)
480.6
Proportional interest, taxes, depreciation and amortization of equity-method investments 14.1
Depreciation and amortization 219.0
Interest expense, net 184.6
Income tax expense (benefit) ( 16.4 )
Net income (loss) attributable to Delek $ ( 31.8 )
Six Months Ended June 30, 2026
Refining Logistics Corporate,
Other and Eliminations Consolidated
Depreciation and amortization $ 141.9 $ 79.7 $ ( 2.6 ) $ 219.0
Interest expense, net $ 84.3 $ 66.9 $ 33.4 $ 184.6
Income from equity method investments $ ( 8.2 ) $ ( 26.1 ) $ — $ ( 34.3 )
Capital spending (2)
$ 226.2 $ 110.7 $ 20.1 $ 357.0
15 |
Notes to Condensed Consolidated Financial Statements (unaudited)
Six Months Ended June 30, 2025
Refining Logistics Total
Net revenues (excluding intercompany fees and revenues) $ 5,150.6 $ 255.9 $ 5,406.5
Inter-segment fees and revenues 174.5 240.4 414.9
Total segment revenues $ 5,325.1 $ 496.3 $ 5,821.4
Elimination of inter-segment revenue ( 414.9 )
Total consolidated revenues $ 5,406.5
Cost of materials and other 4,949.4 248.4
Operating expenses 308.6 79.1
General and administrative expenses 6.8 17.8
Proportional EBITDA of equity-method investments ( 16.8 ) ( 33.9 )
Other segment items (3)
( 3.4 ) ( 3.9 )
Segment EBITDA attributable to Delek $ 80.5 $ 188.8 $ 269.3
Reconciling items to net income (loss) attributable to Delek
Corporate expenses, eliminations and other (1)
219.1
Proportional interest, taxes, depreciation and amortization of equity-method investments 14.8
Depreciation and amortization 195.4
Interest expense, net 170.0
Income tax expense (benefit) ( 50.9 )
Net income (loss) attributable to Delek $ ( 279.1 )
Six Months Ended June 30, 2025
Refining Logistics Corporate,
Other and Eliminations Consolidated
Depreciation and amortization $ 138.4 $ 61.1 $ ( 4.1 ) $ 195.4
Interest expense, net $ 79.1 $ 36.7 $ 54.2 $ 170.0
Income from equity method investments $ ( 15.2 ) $ ( 20.7 ) $ 0.4 $ ( 35.5 )
Capital spending (excluding business combinations) (2)
$ 96.5 $ 191.1 $ 9.0 $ 296.6
(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 income (loss) 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.
16 |
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 EPS is computed by dividing net income (loss), adjusted for changes in income resulting from the assumed settlement of dilutive equity instrument, by the diluted weighted average common shares outstanding. For all periods presented, outstanding equity-based compensation awards are included in the diluted EPS calculation when dilutive, including those disclosed in Note 17 to these condensed consolidated financial statements. Awards indexed to our common stock are generally dilutive when the market price of the underlying common stock exceeds 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Numerator:
Numerator for EPS - continuing operations
Net income (loss) from continuing operations $ 180.1 $ ( 89.3 ) $ ( 10.6 ) $ ( 247.5 )
Less: Income from continuing operations attributed to non-controlling interests 10.6 16.3 21.0 30.5
Numerator for basic and diluted EPS from continuing operations attributable to Delek $ 169.5 $ ( 105.6 ) $ ( 31.6 ) $ ( 278.0 )
Numerator for EPS - discontinued operations
Income (loss) from discontinued operations $ — $ ( 1.0 ) $ ( 0.3 ) $ ( 1.4 )
Less: Income tax expense (benefit) — ( 0.2 ) ( 0.1 ) ( 0.3 )
Income (loss) from discontinued operations, net of tax $ — $ ( 0.8 ) $ ( 0.2 ) $ ( 1.1 )
Denominator:
Weighted average common shares outstanding (denominator for basic EPS) 61,315,020 60,506,943 60,788,126 61,306,915
Dilutive effect of stock-based awards 1,171,316 — — —
Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 62,486,336 60,506,943 60,788,126 61,306,915
EPS:
Basic income (loss) per share:
Income (loss) from continuing operations $ 2.76 $ ( 1.75 ) $ ( 0.52 ) $ ( 4.53 )
Income (loss) from discontinued operations — ( 0.01 ) — ( 0.02 )
Total basic income (loss) per share $ 2.76 $ ( 1.76 ) $ ( 0.52 ) $ ( 4.55 )
Diluted income (loss) per share:
Income (loss) from continuing operations $ 2.71 $ ( 1.75 ) $ ( 0.52 ) $ ( 4.53 )
Income (loss) from discontinued operations — ( 0.01 ) — ( 0.02 )
Total diluted income (loss) per share $ 2.71 $ ( 1.76 ) $ ( 0.52 ) $ ( 4.55 )
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) 286,642 2,446,267 247,966 2,384,652
Antidilutive due to loss — 507,043 1,769,600 471,261
Total antidilutive stock-based compensation 286,642 2,953,310 2,017,566 2,855,913
17 |
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. As of June 30, 2026, we owned a 63.0 % interest in Delek Logistics, consisting of 33,508,831 common limited partner units and the non-economic general partner interest. The remaining limited partner interests 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 net working capital adjustments. 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 rights and obligations to purchase crude oil under certain contracts associated with its 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, “the Intercompany Agreements”), to acquire (i) a Tyler refinery tank for total consideration of $ 19.0 million (the “Tyler Tank Purchase”) and (ii) 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 the 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 customary closing conditions. Pursuant to the Intercompany Agreements, Delek also agreed to 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.
Also on May 1, 2025, in connection with the DPG Dropdown, we (i) 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), (ii) entered into an asset purchase agreement with Delek Logistics (the “El Dorado Purchase Agreement”) to acquire the El Dorado rail facility assets for cash consideration of $ 25.0 million (the “El Dorado Purchase”). The El Dorado Purchase closed in January 2026 upon satisfaction of the closing conditions set forth in the El Dorado Purchase Agreement.
We also entered into an amended and restated Omnibus Agreement with Delek Logistics providing for an increase in the Administrative Fee (as defined therein) phased in over two years beginning July 1, 2025 and a binding obligation for both parties to enter into transition services agreements upon a change in control.
All 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”) pursuant to which 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 equal the 30-day volume-weighted average price of the common units at the close of trading on the day prior to the applicable closing date, subject to certain limitations set forth in the Common Unit Purchase Agreement. During the six months ended June 30, 2025, 243,075 common units were repurchased from us and cancelled at the time of the transaction for an aggregate consideration of $ 10.0 million. No common units were repurchased for the six months ended June 30, 2026. As of June 30, 2026, there was $ 140.0 million of authorization remaining under the Common Unit Purchase Agreement.
18 |
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 may 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 June 30, 2026
As of December 31, 2025
ASSETS
Cash and cash equivalents $ 13.7 $ 10.9
Accounts receivable 134.9 114.5
Accounts receivable from related parties 259.6 216.6
Lease receivable - affiliate 33.2 36.4
Inventory 23.7 17.9
Other current assets 5.1 4.4
Property, plant and equipment, net 1,476.4 1,424.0
Equity method investments 335.7 340.1
Operating lease right-of-use assets 9.0 11.7
Goodwill 12.2 12.2
Intangible assets, net 367.6 370.5
Net lease investment - affiliate 156.4 185.7
Other non-current assets 43.0 34.4
Total assets $ 2,870.5 $ 2,779.3
LIABILITIES AND EQUITY (DEFICIT)
Accounts payable $ 427.1 $ 292.9
Current portion of operating lease liabilities 2.2 3.0
Accrued expenses and other current liabilities 60.1 60.6
Long-term debt, net of current portion 2,372.7 2,344.4
Asset retirement obligations 26.1 24.3
Operating lease liabilities, net of current portion 2.6 3.6
Other non-current liabilities 49.0 44.4
Equity (Deficit) ( 69.3 ) 6.1
Total liabilities and equity (deficit) $ 2,870.5 $ 2,779.3
6. Equity Method Investments
Delek Logistics Investments
Delek Logistics holds 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 their collective interests in the WWP joint venture. We have 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 its economic performance.
Distributions received are first applied to service the debt of W2W Holdings LLC's wholly owned finance subsidiary, with any excess distributed to the W2W Holdings LLC members in accordance with the W2W Holdings LLC Agreement and as its debt agreements. Member obligations under the W2W Holdings LLC Agreement are guaranteed by the respective parent entities of each member.
As of June 30, 2026, other than for the guarantee of member obligations as described above, we have no other guarantees with respect to W2W Holdings LLC, or any third-party associated with its contracted work. Delek's maximum exposure to any losses incurred by W2W Holdings LLC is limited to its investment.
As of June 30, 2026, and December 31, 2025, Delek's W2W Holdings LLC investment balance totaled $ 116.7 million and $ 116.4 million, respectively.
19 |
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 June 30, 2026, and December 31, 2025, Delek's investment balance in Red River totaled $ 129.8 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 June 30, 2026, and December 31, 2025, Delek Logistics' investment balance in these joint ventures was $ 89.2 million and $ 91.6 million, respectively.
Other Investments
In addition to our pipeline joint ventures, we hold 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 June 30, 2026, and December 31, 2025, Delek's investment balances in these joint ventures were $ 95.2 million and $ 87.6 million, respectively. These investments are reported within the Refining segment.
7. Inventory
Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost, determined on a 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
June 30, 2026
Feedstocks, raw materials and supplies $ 377.0 $ 62.8 $ 439.8
Refined products and blendstock 451.9 107.6 559.5
Total $ 828.9 $ 170.4 $ 999.3
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 June 30, 2026 and December 31, 2025, inventory balances included pre-tax inventory valuation reserves of $ 2.8 million and $ 1.6 million, respectively. The related change in these reserves resulted in a net reduction (increase) to cost of materials and other in the accompanying condensed consolidated statements of income of $( 2.2 ) million and $( 1.2 ) million for the three and six months ended June 30, 2026 respectively, and a nominal amount and $( 0.1 ) million for the three and six months ended June 30, 2025, respectively.
20 |
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 June 30, 2026 As of December 31, 2025
Obligations under Inventory Intermediation Agreement
Obligations related to Base Layer Volumes $ 95.2 $ 119.5
Current portion — —
Total obligations under Inventory Intermediation Agreement $ 95.2 $ 119.5
Other payable for monthly activity true-up $ 4.4 $ 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net fees and expenses:
Inventory intermediation fees $ 13.8 $ 10.1 $ 17.8 $ 21.5
Interest expense, net $ 8.4 $ 12.5 $ 16.0 $ 25.6
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. Under 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 inception, we transferred title to a certain number of barrels of crude and other inventories to Citi, upon termination, the Inventory Intermediation Agreement requires repurchase of the remaining inventory, including certain "Base Layer Volumes". 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"). Accordingly, crude oil and refined products barrels subject to the agreement continue to be reported on 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. Repurchase obligations associated with the Base Layer Volumes are classified as non-current liabilities on our condensed consolidated balance sheets to the extent they are not contractually due within twelve months. The remaining obligations arising from 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 twelve months to six months and (ii) increase the amount of the payment deferral mechanism from $ 70 million to $ 250 million. On February 21, 2025, DKTS further amended the Inventory Intermediation Agreement to, among other things, (i) extend the term 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 agreement. On December 18, 2025, DKTS again amended the Inventory Intermediation Agreement to, among other things, (i) extend the term from January 31, 2027 to January 31, 2028, (ii) reduce certain commitment fees, and (iii) expand the monthly mechanism for DKTS to nominate volumes related to the El Dorado and Big Spring refinery for funding under the agreement.
As of June 30, 2026, and December 31, 2025, the volumes subject to the Inventory Intermediation Agreement totaled 1.8 million barrels for both periods, including Base Layer Volumes associated with our non-current inventory intermediation obligation. As of June 30, 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.
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 $ 142.6 million and $( 1.4 ) million during the three and six months ended June 30, 2026, respectively, and $ 26.7 million and $ 30.0 million during the three and six months ended June 30, 2025, respectively. See Note 11 for discussion of gains and losses recognized from changes in fair value.
21 |
Notes to Condensed Consolidated Financial Statements (unaudited)
9. Long-Term Obligations
Outstanding borrowings under debt instruments are as follows (in millions):
June 30, 2026 December 31, 2025
Delek Term Loan Credit Facility $ 850.0 $ 921.5
Delek Logistics Revolving Facility 248.1 211.8
Delek Logistics 2028 Notes — 400.0
Delek Logistics 2029 Notes 650.0 1,050.0
Delek Logistics 2033 Notes 700.0 700.0
Delek Logistics 2034 Notes 800.0 —
Principal amount of long-term debt 3,248.1 3,283.3
Less: Unamortized discount and premium and deferred financing costs 58.4 50.2
Total debt, net of unamortized discount and premium and deferred financing costs 3,189.7 3,233.1
Less: Current portion of long-term debt 8.5 9.5
Long-term debt, net of current portion $ 3,181.2 $ 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 %. 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.
On May 15, 2026, Delek entered into an amendment (“Amendment No. 1”) to the Delek Term Loan Credit Facility, using proceeds and available cash to refinance its existing term loan facility. As a result, the outstanding principal balance was reduced to $ 850.0 million. Amendment No. 1, among other modifications, (i) extended the maturity of the Delek Term Credit Facility to May 15, 2032, (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, and (iii) permits up to 750.0 million in incremental loans subject to certain restrictions.
At June 30, 2026, and December 31, 2025, the weighted average borrowing rate was approximately 6.44 % and 7.08 %, respectively. The effective interest rate was 7.36 % as of June 30, 2026.
Revolving Credit Facilities
Delek Revolving Credit Facility
On April 9, 2026, the Company entered into Amendment No. 4 to the 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) 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 (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) 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.
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, asset dispositions, and affiliate transactions.
22 |
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. In connection with the New Credit Agreement, the Partnership recorded $ 10.2 million of debt issuance costs, which are being amortized over the term of the Delek Logistics Revolving Facility. In addition, the Partnership recognized a loss on extinguishment of debt of $ 1.6 million related to the write-off of unamortized deferred issuance costs associated with the previous facility, which is recorded in interest expense in the accompanying condensed consolidated statements of income.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 these 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 June 30, 2026 are shown below (in millions):
Total Capacity
Outstanding Borrowings
Outstanding Letters of Credit
Available Capacity
Maturity Date
Delek Revolving Credit Facility (1)
$ 1,250.0 $ — $ 453.3 $ 796.7 April 9, 2031
Delek Logistics Revolving Facility (2)
$ 1,300.0 $ 248.1 $ — $ 1,051.9 March 26, 2031
(1) Total capacity includes letters of credit up to $ 625.0 million. This facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.25 % per annum. Interest is measured at either the SOFR, base rate, or Canadian dollar bankers’ acceptances rate (“CDOR”), plus an applicable margin of 0.00 % to 0.50 % per annum with respect to base rate borrowings or 1.00 % to 1.50 % 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 June 30, 2026, the weighted average interest rate was 6.05 % and as of December 31, 2025, the weighted average interest rate was 6.58 %, based on the previous credit facility.
Delek Logistics 2034 Notes
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”), issued $ 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 2028 Notes including accrued interest and a portion of the 2029 Notes including accrued interest.
The Delek Logistics 2034 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the 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 2034 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 2034 Notes will mature on June 1, 2034, with interest payable semi-annually in arrears on each June 1 and December 1 of each year.
At any time prior to June 1, 2029, the Co-issuers may redeem up to 35 % of the aggregate principal amount of the Delek Logistics 2034 Notes at a redemption price of 106.875 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to June 1, 2029, the Co-issuers may also redeem all or part of the Delek Logistics 2034 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on June 1, 2029, the Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 2034 Notes, at a redemption price of 103.438 % of the redeemed principal for the twelve-month period beginning on June 1, 2030, 101.719 % and 100.00 % beginning on June 1, 2031 and thereafter, plus accrued and unpaid interest, if any. The Co-issuers may also redeem all (but not a portion of) the Delek Logistics 2034 Notes under certain circumstances if 90.00 % or more of the outstanding aggregate principal amount is purchased in connection with a change of control or alternate offer. In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Co-issuers will be required to offer to purchase the Delek Logistics 2034 Notes from holders at a price equal to 101.00 % of the principal amount, plus accrued and unpaid interest.
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Notes to Condensed Consolidated Financial Statements (unaudited)
We recorded $ 13.5 million of debt issuance costs which are being amortized over the term of the Delek Logistics 2034 Notes and included in interest expense in the condensed consolidated statements of income. As of June 30, 2026, the effective interest rate was 7.15 %.
Delek Logistics 2033 Notes
On June 30, 2025, Delek Logistics and Finance Corp. sold $ 700.0 million in aggregate principal amount of the Co-issuers 7.38 % 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 June 30, 2026, the effective interest rate was 7.63 %.
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. On April 17, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.63 % senior notes due 2029 at 101.25 % and on August 16, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.63 % senior notes due 2029, at 103.25 % (collectively, the "Additional 2029 Notes"). The Additional 2029 Notes were issued under the same indenture as the Delek Logistics 2029 Notes and formed a part of the same series of notes as the Delek Logistics 2029 Notes.
The 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.
Concurrent with the issuance of the Delek Logistics 2034 Notes, Delek Logistics issued a conditional notice of partial redemption of the Delek Logistics 2029 Notes at a redemption price of 104.313 % of the principal for $ 400.0 million plus accrued interest. As a result, the Partnership recognized a loss on extinguishment of debt of $ 19.0 million, which is recorded in interest expense, net in the accompanying condensed consolidated statements of income. As of June 30, 2026, the effective interest rate was 8.80 %.
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 with an original maturity date of June 1, 2028 ("the Delek Logistics 2028 Notes"). The Delek Logistics 2028 Notes were unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries (other than Finance Corp.).
On May 11, 2026, Delek Logistics made a cash tender offer to purchase any and all of their Delek Logistics 2028 Notes, receiving tenders from holders of approximately $ 270.7 million in aggregate principal amount. All the remaining Delek Logistics 2028 Notes were redeemed by June 8, 2026, pursuant to the notice of conditional redemption, resulting in full extinguishment of the $ 400.0 million in aggregate principal. The Partnership recognized a loss on extinguishment of debt of $ 2.4 million, which is recorded in interest expense, net in the accompanying condensed consolidated statements of income.
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.
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Notes to Condensed Consolidated Financial Statements (unaudited)
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 June 30, 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 June 30, 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 exposure to commodity price fluctuations on inventory above or below target levels (where appropriate) within each of our segments;
• managing 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 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 exposure to interest rate fluctuations on our floating rate borrowings.
To achieve these objectives, 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. Futures contracts are standardized exchange-traded agreements, to buy or sell the commodity at a predetermined price and location at a specified future date. Options grant 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 or receipt of an upfront premium. Because these derivatives are entered into to manage inventory and production risks, related 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, May 2, 2025 and April 1, 2026 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, effectively fixing the variable SOFR interest component on certain Delek debt. The aggregate notional amount under the agreements covers $ 900.0 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, related gains and losses are recognized in interest expense, net on the condensed consolidated statements of income.
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. As of and for the three and six months ended June 30, 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.
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Notes to Condensed Consolidated Financial Statements (unaudited)
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 June 30, 2026, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.
In April 2026, DK entered into a contract to exchange crude oil barrels. Under the arrangement, the counterparty agreed to deliver 1.0 million barrels to DK in the second quarter of 2026, with a return of approximately 1.2 million barrels in 2028. The arrangement is accounted for as a derivative, indexed to forward crude pricing. Changes in the fair value of the derivative are recorded in cost of materials and other on the condensed consolidated statements of income.
The following table presents the fair value of our derivative instruments as of June 30, 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).
June 30, 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 $ 84.3 $ ( 83.6 ) $ 15.0 $ ( 16.7 )
Commodity derivatives (1)
Other long-term liabilities — ( 5.0 ) — —
RINs commitment contracts (2)
Other current assets 0.7 — — —
RINs commitment contracts (2)
Other current liabilities — — — ( 2.7 )
Interest rate swap derivatives Other current assets 4.4 — — —
Interest rate swap derivatives Other long-term liabilities — ( 3.9 ) — ( 2.3 )
Crude exchange contract Other long-term liabilities — ( 80.0 ) — —
Total gross fair value of derivatives 89.4 ( 172.5 ) 15.0 ( 21.7 )
Less: Counterparty netting and cash collateral (3)
81.1 ( 83.6 ) 14.3 ( 16.7 )
Total net fair value of derivatives $ 8.3 $ ( 88.9 ) $ 0.7 $ ( 5.0 )
(1) As of June 30, 2026, and December 31, 2025, we had open derivative positions representing 22,536,000 and 8,950,000 barrels, respectively, of crude oil and refined petroleum products. As of June 30, 2026 and December 31, 2025, we had no open derivative positions representing natural gas products.
(2) As of June 30, 2026, and December 31, 2025, we had open RINs commitment contracts representing 15,460,000 and 112,250,000 RINs, respectively.
(3) As of June 30, 2026, and December 31, 2025, $ 2.5 million and $ 2.4 million, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.
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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Gains (losses) on derivatives not designated as hedging instruments recognized in cost of materials and other (1)
$ 2.0 $ ( 3.3 ) $ ( 63.7 ) $ 12.0
Gains (losses) on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2)
1.9 ( 0.6 ) 3.8 ( 2.9 )
Total gains (losses) $ 3.9 ( 3.9 ) $ ( 59.9 ) $ 9.1
(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $ 22.4 million and $( 1.0 ) million for the three and six months ended June 30, 2026, respectively, and $( 6.3 ) million and $( 4.7 ) million for the three and six months ended June 30, 2025, respectively.
(2) Gains (losses) on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $ 1.5 million and $ 2.9 million for the three and six months ended June 30, 2026, respectively, and $( 1.8 ) million and $( 5.2 ) million for the three and six months ended June 30, 2025, respectively.
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Notes to Condensed Consolidated Financial Statements (unaudited)
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 crude exchange contract is valued based on forward crude prices that are observable market inputs, and 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 $( 151.2 ) million and $( 332.0 ) million on changes in fair value for the three and six months ended June 30, 2026, respectively, primarily attributable to movements in the market prices of RINs that occurred during the period. There were losses of $( 5.2 ) million and $( 6.3 ) million on changes in fair value for the three and six months ended June 30, 2025, respectively.
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.
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.
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Notes to Condensed Consolidated Financial Statements (unaudited)
Debt
The fair values of the Delek Logistics 2029 Notes, 2033 Notes, and 2034 Notes are each measured using quoted market prices in an active market (Level 2 in the fair value hierarchy). The carrying values (excluding unamortized debt issuance costs) and estimated fair values of these notes were as follows (in millions):
Balance at June 30, 2026 Balance at December 31, 2025
Carrying Value Fair Value Carrying Value Fair Value
Delek Logistics 2029 Notes (1)
$ 650.0 $ 676.6 $ 1,050.0 $ 1,100.4
Delek Logistics 2033 Notes $ 700.0 $ 714.4 $ 700.0 $ 716.4
Delek Logistics 2034 Notes $ 800.0 $ 797.3 N/A N/A
(1) The carrying value of the Delek Logistics 2029 Notes decreased as a result of a conditional notice of partial redemption of $ 400.0 million in principal, issued concurrently with the offering of the Delek Logistics 2034 Notes.
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 June 30, 2026
Level 1 Level 2 Level 3 Total
Assets
Commodity derivatives $ — $ 84.3 $ — $ 84.3
Interest rate swap derivatives — 4.4 — 4.4
RINs commitment contracts — 0.7 — 0.7
Total assets — 89.4 — 89.4
Liabilities
Commodity derivatives — ( 88.6 ) — ( 88.6 )
Interest rate swap derivatives — ( 3.9 ) — ( 3.9 )
Consolidated Net RINs deficit — ( 822.5 ) — ( 822.5 )
Crude exchange contract — ( 80.0 ) — ( 80.0 )
Inventory Intermediation Agreement obligation — ( 95.2 ) — ( 95.2 )
Total liabilities — ( 1,090.2 ) — ( 1,090.2 )
Net liabilities $ — $ ( 1,000.8 ) $ — $ ( 1,000.8 )
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 )
Consolidated Net RINs 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 June 30, 2026, and December 31, 2025, $ 2.5 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.
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Notes to Condensed Consolidated Financial Statements (unaudited)
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 that 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 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 June 30, 2026, we have recorded an environmental liability of approximately $ 35.2 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 $ 4.5 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. Construction is expected to be completed in the second half of 2026, at which time we are committed to enter into a finance lease for the equipment. As we do not control the assets during construction and have no obligation to fund construction costs, no assets or related obligations have been recognized on the condensed consolidated balance sheets as of June 30, 2026. The total estimated project cost is approximately $ 60.0 million. Upon lease commencement, we will recognize a right-of-use asset and corresponding 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 18.8 % and 60.7 % for the three and six months ended June 30, 2026, respectively, and 13.6 % and 17.1 % for the three and six months ended June 30, 2025, respectively. The difference between our effective tax rate and the statutory rate is generally attributable to permanent differences and discrete items. The change in our effective tax rate for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 was
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Notes to Condensed Consolidated Financial Statements (unaudited)
primarily due to an increase in quarter-to-date pre-tax earnings, the impact of fixed dollar favorable permanent adjustments and changes in valuation allowance 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues (1)
$ 30.6 $ 36.3 $ 49.5 $ 57.4
Cost of materials and other (2)
$ 46.5 $ 42.9 $ 94.8 $ 86.6
(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 June 30, 2026 December 31, 2025
Prepaid expenses $ 95.2 $ 55.8
Short-term derivative assets (see Note 10)
8.2 0.7
Income and other tax receivables 2.2 7.2
Other 3.1 3.8
Total $ 108.7 $ 67.5
The detail of accrued expenses and other current liabilities is as follows (in millions):
Accrued Expenses and Other Current Liabilities June 30, 2026 December 31, 2025
Consolidated Net RINs deficit (1) (see Note 11)
$ 822.5 $ 107.4
Crude purchase liabilities 237.6 182.5
Product financing agreements 174.6 243.8
Income and other taxes payable 134.7 86.5
Employee costs 60.9 73.3
Deferred revenue 8.5 71.0
Short-term derivative liabilities (see Note 10)
— 2.7
Other 83.8 91.7
Total $ 1,522.6 $ 858.9
(1) Inclusive of a RIN lower of cost or market reserve of $ 2.4 million and $ 7.7 million as of June 30, 2026 and December 31, 2025, respectively.
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Notes to Condensed Consolidated Financial Statements (unaudited)
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 June 30, 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 $ — $ — $ 6.4 $ 6.4
Severance costs and equity-based compensation Operating expenses — — 4.5 4.5
Total $ — $ — $ 10.9 $ 10.9
Three Months Ended June 30, 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 $ — $ — $ 22.1 $ 22.1
Severance costs and equity-based compensation Operating expenses — — 3.4 3.4
Total $ — $ — $ 25.5 $ 25.5
Six Months Ended June 30, 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 $ — $ — $ 8.1 $ 8.1
Severance costs and equity-based compensation Operating expenses — — 5.5 5.5
Total $ — $ — $ 13.6 $ 13.6
Six Months Ended June 30, 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 $ — $ — $ 29.6 $ 29.6
Severance costs and equity-based compensation Operating expenses 0.3 — 4.0 4.3
Total $ 0.3 $ — $ 33.6 $ 33.9
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 restructuring plan in fiscal year 2022 through the period ended June 30, 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 $ 112.3 $ 113.2
Other Cost of materials and other 1.7 — — 1.7
Severance costs and equity-based compensation Operating expenses 0.8 — 26.6 27.4
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 $ 173.6 $ 213.5
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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 June 30, 2026
Consulting fees, severance costs, and equity-based compensation General and administrative expenses $ 0.2 $ 8.1 $ ( 2.0 ) $ ( 1.7 ) $ 4.6
Severance costs and equity-based compensation Operating expenses — 5.5 — ( 1.0 ) 4.5
Total $ 0.2 $ 13.6 $ ( 2.0 ) $ ( 2.7 ) $ 9.1
17. Equity-Based Compensation
Delek US Holdings, Inc. 2026 and 2016 Long-Term Incentive Plans (collectively, the "Incentive Plans")
On April 20, 2026 (the "Effective Date"), the Company's stockholders approved the 2026 Long-Term Incentive Plan (the “2026 Plan”), replacing the 2016 Long-Term Incentive Plan (the “Prior Plan”), under which no further awards will be made. The 2026 Plan permits grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), performance-based RSUs, and other forms of stock-based awards. Shares available for grant under the 2026 Plan consist of (i) 1,300,000 shares of common stock, (ii) 3,738,087 shares remaining available under the Prior Plan as of the Effective Date, and (iii) any shares subject to outstanding Prior Plan awards that are subsequently forfeited, terminated, expired, lapsed without exercise (as applicable), or settled in cash.
Compensation expense related to equity-based awards granted under the Incentive Plans was $ 5.2 million and $ 10.7 million for the three and six months ended June 30, 2026, respectively, compared to $ 6.1 million and $ 12.0 million for the three and six months ended June 30, 2025, respectively, and is included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income. As of June 30, 2026, there was $ 34.9 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 2.0 years.
During the three and six months ended June 30, 2026, we issued 375,267 and 1,792,050 net shares of common stock, respectively, as a result of exercised or vested equity-based awards, compared to 415,334 and 476,484 for the three and six months ended June 30, 2025, respectively. These amounts are net of 212,083 and 1,004,138 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three and six months ended June 30, 2026, respectively, and 167,910 and 193,640 shares during the three and six months ended June 30, 2025, respectively.
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
July 23, 2026 $ 0.255 August 3, 2026 August 10, 2026
Stock Repurchase Program
Our Board of Directors has authorized a share repurchase program permitting repurchases of Delek common stock through open market or privately negotiated transactions, in accordance with applicable securities laws. Repurchase timing, price, and size are at management's discretion and depend on prevailing share prices, general economic and market conditions, and other relevant factors. The authorization has no expiration date, and as of June 30, 2026, had $ 444.2 million remaining.
During the three and six months ended June 30, 2026, we repurchased and cancelled 442,893 shares of common stock for aggregate consideration of $ 20.0 million, compared to 685,050 and 2,694,470 shares for aggregate consideration of $ 12.9 million and $ 44.4 million for the same periods in 2025.
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Notes to Condensed Consolidated Financial Statements (unaudited)
19. Subsequent Events
On August 3, 2026, the U.S. Environmental Protection Agency (“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. In connection with that action, the EPA granted a full exemption with respect to the Krotz Springs refinery’s 2024 Renewable Fuel Standard obligations. 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.
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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.