Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
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Other Information
On May 18, 2026 , Avigal Soreq , Chief Executive Officer and a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 80,000 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is November 13, 2026 .
On May 14, 2026 , Ezra Uzi Yemin , Chairman of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 200,000 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is August 13, 2027 .
On May 18, 2026 , Mark Hobbs , Executive Vice President , Delek Logistics, adopted a Rule 10b5-1 trading arrangement for the sale of up to 20,000 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is August 17, 2027 .
On June 5, 2026 , Vicky Sutil , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 6,397 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is January 15, 2027 .
Employment Agreement Amendment
On August 3, 2026, the Company entered into a Second Amendment to the Executive Employment Agreement, dated as of March 28, 2022, as amended by the First Amendment dated November 6, 2024 (the “Agreement”), by and between the Company and Avigal Soreq, President and Chief Executive Officer of Delek US Holdings, Inc. and President of Delek Logistics Partners, LP. The Second Amendment, which is effective as of July 1, 2026, revises the terms governing Mr. Soreq's compensation payable upon a Company-initiated termination following his notice of resignation, shortens the duration of his post-employment non-compete restriction, confirms his accelerated equity vesting rights upon a qualified retirement remain unaffected, and increases his annual base salary to $1,000,000, his target annual bonus to 150% of base salary, and his target annual long-term equity incentive award to $5.5 million.
ITEM 6. EXHIBITS
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Exhibits
Exhibit No. Description
10.1
Amendment No. 4 to Third Amended and Restated Credit Agreement, dated as of April 9, 2026, by and among Delek US Holdings, Inc., certain subsidiaries of the Delek US Holdings, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for each member of the Lender Group and the Bank Product Providers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 10, 2026).
10.2
Amendment No. 1 to Amended and Restated Term Loan Credit Agreement, dated as of May 15, 2026, by and among Delek US Holdings, Inc., certain subsidiaries of Delek US Holdings, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent prior to giving effect to Amendment No.1, MUFG Bank, Ltd., as administrative agent after giving effect to Amendment No. 1, and U.S. Bank Trust Company, National Association, as collateral agent after giving effect to Amendment No. 1 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2026).
10.3
* 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2026).
10.4
* Form of RSU Award Agreement under the 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 22, 2026).
10.5
* Form of RSU Award Agreement for Directors under the 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 22, 2026).
10.6
* Form of PRSU Award Agreement under the 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 22, 2026).
10.7
* Form of Stock Appreciation Right Award Agreement under the 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 21, 2026).
31.1
# Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
31.2
# Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
32.1
## Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
## Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025, (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).
104 The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, has been formatted in Inline XBRL.
* Management contract or compensatory plan or arrangement
# Filed herewith
## Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Delek US Holdings, Inc.
By: /s/ Avigal Soreq
Avigal Soreq
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert Wright
Robert Wright
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: August 5, 2026
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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.