What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-11-07 compared with 2024-08-07 · 51 added, 57 removed, 28 unchanged (79% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2024, 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 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

Intercompany Transactions

On August 5, 2024, the Company and certain of its subsidiaries entered into a series of intercompany transactions with Delek Logistics and certain of its subsidiaries, as described below.

The transactions, including the consideration therefor, were negotiated and approved by the Audit Committee of the Board of Directors of the Company, which is comprised solely of independent directors, and by the Conflicts Committee of the Board of Directors of Delek Logistics’ general partner, which is also comprised solely of independent directors.

The Board of Directors of the Company engaged Barclays to act as its exclusive financial advisor and Bradley Arant Boult Cummings LLP to act as its legal counsel.

The Conflicts Committee engaged Intrepid Partners, LLC to act as its exclusive financial advisor and Gibson, Dunn & Crutcher LLP to act as its legal counsel.

Wink to Webster Contribution

On August 5, 2024, the Company contributed all of its interest in the Wink to Webster pipeline joint venture (the “Contribution”) to Delek Logistics.

The Contribution was made pursuant to a Contribution Agreement (the “Contribution Agreement”) between Delek Energy, a wholly-owned subsidiary of the Company, and Delek Logistics.

Total consideration for the Contribution was approximately $500 million, subject to post-closing adjustment, comprised of (i) approximately $280 million of joint venture indebtedness, (ii) $68 million in cash, (iii) 2,300,000 newly issued common units of limited partnership interest in Delek Logistics (“common units”) and (iv) cancellation of a $60 million intercompany receivable owed by the Company to Delek Logistics.

The Partnership also paid the Company approximately $18.6 million for an additional 0.6% interest in the Wink to Webster pipeline joint venture that was acquired by the Company from a joint venture partner on August 1, 2024, bringing the total interest in the Wink to Webster pipeline joint venture contributed to Delek Logistics to 15.6%.

The Contribution was effected by Delek Energy transferring 100% of the limited liability company interests in Delek Permian Pipeline Holdings, LLC, which holds certain subsidiaries that collectively included joint venture financing entities and the 15.6% Wink to Webster pipeline joint venture interest.

The offering and sale of the common units pursuant to the Contribution Agreement are intended to be exempt under the

Other Information

Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption afforded by Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.

The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is attached as Exhibit 2.1 to this Quarterly Report on Form 10-Q.

Fourth Amended and Restated Omnibus Agreement

On August 5, 2024, the Company and Delek Logistics entered into a Fourth Amended and Restated Omnibus Agreement with certain of their respective subsidiaries (the “Amended Omnibus Agreement”).

The Amended Omnibus provides the Company an option to purchase certain critical assets from Delek Logistics at market value during the period beginning upon any change in control or sale of substantially all assets transaction involving Delek Logistics and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.

The foregoing description of the Amended Omnibus Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Omnibus Agreement, which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Amended and Restated Intercompany Agreements

On August 5, 2024, certain subsidiaries of the Company and Delek Logistics agreed to amend and restate 12 intercompany services agreements as listed below.

The amendments, among other things, extend the terms of the respective agreements for up to 7 years, with an option for the Company to extend such agreements for an additional 5 years.

Certain of the agreements also have revised financial terms which will phase in over the time periods noted below.

The following is a list of the 12 intercompany services agreements which were amended and restated:

(1) Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) between DKTS and Delek Marketing & Supply, LP (“DMS”) – seven year term extension effective July 1, 2024, decrease of throughput and storage fees become effective April 1, 2026;

(2) Amended and Restated Terminalling Services Agreement (Memphis Terminal) between DKTS, Delek Logistics Operating, LLC (“DLO”), and, for limited purposes, Citigroup Energy Inc.

(“Citi”) – seven year term extension effective July 1, 2024;

(3) Amended and Restated Terminalling Services Agreement (North Little Rock Terminal) between DKTS, DLO, and, for limited purposes, CEI – seven year term extension effective July 1, 2024;

(4) Amended and Restated Throughput and Tankage Agreement (El Dorado Terminal and Tankage) between DKTS, DLO, and, for limited purposes, Citi – seven year term extension effective July 1, 2024, with decrease of throughput and storage fee to become effective February 1, 2025;

(5) Amended and Restated Throughput Agreement (El Dorado Rail Offloading Facility) between DKTS and DLO – seven year term extension effective July 1, 2024, with decrease of throughput fee and removal of minimum volume commitment to become effective August 1, 2025;

(6) Amended and Restated Tankage Agreement (Tyler Crude Storage Tank 701) between DKTS and Delek Marketing & Supply, LP – seven year term extension effective July 1, 2024, with decrease in storage fees to become effective April 1, 2026;

(7) Second Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline) between DKTS and Delek Marketing-Big Sandy, LLC (“DMBS”) – seven year term extension effective July 1, 2024;

(8) Amended and Restated Pipelines and Storage Facilities Agreement between DKTS, Delek Logistics, SALA Gathering Systems LLC (“SALA”), El Dorado Pipeline Company, LLC (“EDR”), Magnolia Pipeline Company, LLC (“MPC”), and, for limited purposes, Citi – seven year term extension effective July 1, 2024, with decrease of crude oil throughput fees to become effective September 1, 2026;

(9) Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) between DKTS and Delek Crude Logistics, LLC – seven year term extension effective July 1, 2024;

(10) Amended and Restated Terminalling Services Agreement (Mt.

Pleasant Terminal) between DKTS and DMBS – seven year term extension effective July 1, 2024;

(11) Amended and Restated Services Agreement (Greenville Facility) between DKTS and DMBS – seven year term extension effective July 1, 2024;

(12) Amended and Restated Slurry Clarifying Services Agreement (Krotz Springs) between DKTS, DLO, and DKE – five year term extension effective July 1, 2024.

Assignment of Big Spring Refinery Marketing Agreement

On August 5, 2024, DKL Big Spring, LLC (“DKL Big Spring”), a subsidiary of Delek Logistics, entered into an assignment and assumption agreement (the “Assignment Agreement”) with Alon USA, LP (“Alon LP”), DKTS, and Delek Logistics Services Company (“DLSC”).

Under the Assignment Agreement, DKL Big Spring assigned to DLSC its right, title, and interest in that certain Marketing Agreement dated as of March 1, 2018, as amended to date, and as consideration for such assignment, Alon LP caused 2,500,000 of our common units to be transferred to Delek Logistics from DLSC and subsequently cancelled.

During the quarter ended September 30, 2024, 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 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

On November 6, 2024, the Company’s Board of Directors approved the following Board and management appointments.

Board Chair Appointment

The Board determined that, upon the expiration of Uzi Yemin’s term as Executive Chair of the Board on January 1, 2025, Mr.

Yemin will thereafter continue to serve as Chair of the Board in a non-executive capacity.

As Chair of the Board, Mr.

Yemin will participate in the Company’s compensation program for non-employee directors and will receive an additional annual Chair fee of $150,000.

Appointment of Chief Financial Officer

The Board determined that Mark Hobbs will succeed Reuven Spiegel as the Company’s Executive Vice President and Chief Financial Officer, effective as of March 1, 2025.

At that time, Mr.

Spiegel will transition to the role of Executive Vice President, Special Projects.

Hobbs, age 54, has been serving as the Company’s Executive Vice President Corporate Development since October 2022.

Prior to joining the Company, he was a Managing Director in investment banking at Citigroup serving as Global Head of Downstream sector coverage since 2011 and as a member of the Clean Energy Transition group since 2021.

From 2004 through 2011, Mr.

Hobbs was a member of the Global Energy Group at UBS based in Houston and in London from 2009 until 2011 as Head of Europe, Middle East, and Africa energy coverage.

Hobbs was previously an energy investment banker in Houston with both Morgan Stanley and CS First Boston.

Hobbs holds an undergraduate degree from the University of Texas at Austin and an MBA from Columbia Business School in New York.

There are no transactions between Mr.

Hobbs and the Company that would be reportable under Item 404(a) of Regulation S-K.

Amendments to Executive Employment Agreements

In connection with Mr.

Hobbs’ appointment as Executive Vice President and Chief Financial Officer, the Human Capital and Compensation Committee of the Board (the “HCC Committee”) approved an Executive Employment Agreement for Mr.

Hobbs which provides for base compensation of $570,000, an annual target bonus opportunity at 90% of base compensation and an annual long term incentive award valued at $1,000,000.

In connection with Mr.

Spiegel’s transition to Executive Vice President, Special Projects, the HCC Committee approved an amendment to Mr.

Spiegel’s Executive Employment Agreement which extends the term through December 31, 2025 and provides for base compensation of $330,000, an annual target bonus opportunity at 75 % of base compensation, an equity grant valued at $247,500 of time vesting RSUs that will vest quarterly through December 31, 2025 and a cash severance payment of $300,000 paid in January 2025.

The Company also agreed to provide Mr.

Spiegel with a one year consulting agreement in January 2026 with annual base compensation of $400,000.

The HCC Committee and the Board approved an amendment to the Executive Employment Agreement with Avigal Soreq, our Chief Executive Officer and President, which extends the term of his current Executive Employment Agreement through June 12, 2028 .

In light of the extension, the HCC Committee also increased Mr.

Soreq’s annual long term incentive by $1,000,000 with no change in his annual base salary or annual bonus;

provided that Mr.

Soreq would only receive accrued compensation and benefits if Mr.

Soreq terminates employment without Good Reason and with six months written notice and provided that Mr.

Soreq’s equity awards would vest in full in the event Mr.

Soreq terminates his employment at such time when his age plus years of service with the Company equals or exceeds 65.

Other Information

Relationships

Prior to the transaction, the Company owned the general partner interest and a 72.6% limited partnership interest in Delek Logistics.

Each of Delek Logistics and the other parties to the Contribution Agreement, Omnibus Agreement, Intercompany Agreements and Assignment Agreement are direct or indirect subsidiaries of the Company.

As a result, certain individuals, including officers and directors of the Company, serve as officers and/or directors of more than one of such other entities.

Additionally, Delek Logistics and the Company have certain commercial relationships as further described in Delek Logistics’ Annual Report on Form 10-K for the year ended December 31, 2023.

The Board approved the appointment of Joseph Israel to Executive Vice President, President, Refining and Renewables.

In connection with such appointment, the HCC Committee authorized a grant of $1,000,000 of time based vesting RSUs and approved an amendment to the Employment Agreement with Mr.

Israel which provides for base compensation of $600,000, an annual target bonus opportunity at 90% of base compensation and provides for an annual long term incentive award valued at $1,200,000.

The HCC Committee also approved an amendment to the Executive Employment Agreement with Denise McWatters, our Executive Vice President, General Counsel and Corporate Secretary, which provides for base compensation of $470,000, an annual target bonus opportunity at 75% of base compensation and a grant of $750,000 of time vesting RSUs that will vest quarterly through June 30, 2026.

The Company also agreed to provide Ms.

McWatters with a one year consulting agreement in July 2026 with annual base compensation of $250,000.

Membership Interest Purchase Agreement, dated July 31, 2024, by and between Alon Brands, Inc.

2 unchanged sentences

and Delek Logistics Partners, LP.

Amendment to the Company's Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on May 2, 2024).

**# Fourth Amended and Restated Omnibus Agreement dated August 5, 2024, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC.

(incorporated by reference to Exhibit 2.2 to the Company’s Form 10-Q filed on August 7, 2024).

Second Supplemental Indenture, dated as of August 16, 2024, among Delek Logistics, LP, Delek Logistics Finance Corp., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee.

(incorporated by reference to Exhibit 4.3 to Delek Logistics' Current Report on Form 8-K filed on August 16, 2024).

Fourth Amended and Restated Omnibus Agreement dated August 5, 2024, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 7, 2024).

# 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.

4 unchanged sentences

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, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of June 30, 2024 and June 30, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2024 and 2023 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (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, 2024, has been formatted in Inline XBRL.

101 The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of September 30, 2024 and September 30, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine months ended September 30, 2024 and 2023 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (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 September 30, 2024, has been formatted in Inline XBRL.

# Filed herewith

## Furnished herewith

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Partnership agrees to furnish supplementally a copy of any of the omitted schedules or exhibits upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished.

** Certain of the exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Partnership agrees to furnish a copy of all omitted exhibits and schedules upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished.

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.

11 unchanged sentences

(Principal Accounting Officer)

August 7, 2024

November 7, 2024

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

What changed 10-Q

Item 5. Other Information