What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 710 added, 400 removed, 1647 unchanged (40% of the section changed)

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

We acquired H2O Midstream effective September 11, 2024, and have included the operating results and assets and liabilities of H2O Midstream in our consolidated financial statements as of December 31, 2024.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of H2O Midstream.

H2O Midstream accounted for approximately 3.7% of total assets as of December 31, 2024 and approximately 0.2% of net revenues of the Company for the year ended on December 31, 2024.

We are currently in the process of integrating the H2O Midstream operations, control processes and information systems into our systems and control environment.

Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as described in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than those changes made in connection with the H2O Midstream Acquisition on September 11, 2024, there has been no change in our internal control over financial reporting (as described in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2023, 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).

During the quarter ended December 31, 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), except as follows:

On December 13, 2024 , Ezra Uzi Yemin , Chairman of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 420,000 shares of our common stock, subject to certain conditions.

The arrangement’s expiration date is March 17, 2026 .

Amendments to Executive Agreements

The Board of Directors appointed Reuven Spiegel to serve as Executive Vice President, Delek Logistics effective as of February 12, 2025.

In connection with such appointment, the Company entered into an amendment to Mr.

Spiegel’s Executive Employment Agreement which provides for base compensation of $550,000, an annual target bonus opportunity at 90% of base compensation (split evenly between the Delek US Holdings, Inc.

2016 Annual Incentive Plan and the Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan) and an equity grant valued at $800,000 of time vesting RSUs (50% shall be RSUs of the Company and 50% shall be RSUs of Delek Logistics) that will vest quarterly through December 31, 2025.

Amendment to the Inventory Intermediation Agreement

On February 21, 2025, DKTS, an indirect subsidiary of the Company, acting on behalf of, and jointly and severally liable with, each of (i) Lion Oil Company, LLC (“Lion Oil”), (ii) Alon Refining Krotz Springs, Inc.

(“ARKS”) and (iii) Alon USA, LP (“Alon” and together with each of Lion Oil and ARKS, the “Refinery Companies” and each a “Refinery Company”) entered into that certain Amendment to the Inventory Intermediation Agreement (the “Amendment”) with Citigroup Energy Inc.

(“Citi”), which amended that certain Inventory Intermediation Agreement, dated December 22, 2022 between Citi and DKTS, acting on behalf of, and jointly and severally liable with the Refinery Companies.

Pursuant to the Amendment, the Inventory Intermediation Agreement was amended to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027, (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement and (iii) update certain information regarding certain of the storage tanks subject to the Inventory Intermediation Agreement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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We intend to disclose any amendments to or waivers of the Code of Business Conduct & Ethics on behalf of our Chief Executive Officer, Chief Financial Officer and persons performing similar functions on our website, at www.DelekUS.com, under the "Investor Relations" caption, promptly following the date of any such amendment or waiver.

The information required by Item 401 of Regulation S-K regarding directors will be included under "Election of Directors" in the definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held May 2, 2024 (the "Definitive Proxy Statement"), and is incorporated herein by reference.

We have adopted our Insider Trading Policy applicable to the Company, our subsidiaries, our affiliates, our directors, our officers and all of our employees and the employees of our subsidiaries and affiliates, governing the purchase, sale, and/or other dispositions of our securities.

We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The information required by Item 401 of Regulation S-K regarding directors will be included under "Election of Directors" in the definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held April 29, 2025 (the "Definitive Proxy Statement"), and is incorporated herein by reference.

The information required by Item 401 of Regulation S-K regarding executive officers will be included under "Corporate Governance" in the Definitive Proxy Statement and is incorporated herein by reference.

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• Avigal Soreq – President and Chief Executive Officer

• Joseph Israel – Executive Vice President, Operations

• Joseph Israel – Executive Vice President, President, Refining and Renewables

• Reuven Spiegel – Executive Vice President and Chief Financial Officer

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• Patrick Reilly - Executive Vice President, Chief Commercial Officer

• Jared Serff – Executive Vice President and Chief Human Resources Officer

Miller – Executive Vice President – Retail

• Sarit Soccary – Managing Partner – DK Innovation

• Sam Eljaouhari – Executive Vice President and Chief Human Resources Officer

• Mark Hobbs – Executive Vice President, Corporate Development

• Ido Biger – Executive Vice President, Chief Technology Officer and Chief Data Officer

• Ido Biger – Executive Vice President, Chief Technology and Data Officer

• Mohit Bhardwaj - Senior Vice President, Strategy and Growth

EXECUTIVE COMPENSATION

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Agreement and Plan of Merger dated as of November 8, 2017, among Delek US Holdings, Inc., Sugarland Mergeco, LLC, Alon USA Partners, LP, and Alon USA Partners GP, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on November 9, 2017).

Membership Interest Purchase Agreement, dated as of April 8, 2022, by and between 3 Bear Energy – New Mexico LLC and DKL Delaware Gathering, LLC (incorporated by reference to Exhibit 2.1 to the Partnership’s Form 8-K filed on April 11, 2022).

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

and Emprex Proximity LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 6, 2024).

Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc.

and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.2 of the Company's Form 10-Q filed on A ugust 7, 202 4) .

Membership Interest Purchase Agreement, dated as of December 11, 2024, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to the Delek Logistics’ Current Report on Form 8-K filed on December 13, 2024).

Second Amended and Restated Certificate of Incorporation of Delek US Holdings, Inc.

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(incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on November 8, 2022).

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).

Indenture, dated as of May 23, 2017, among Delek Logistics, LP, Delek Logistics Finance Corp., the Guarantors named therein and U.S.

Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership's Form 8-K filed on May 24, 2017, SEC File No.

Form of 6.750% Senior Notes due 2025 (included as Exhibit A in Exhibit 4.1 to the Partnership's Form 8-K filed on May 24, 2017, SEC File No.

Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Delek Logistics' Form 8-K filed on May 24, 2017, SEC File No.

Form of 6.750% Senior Notes due 2025 (included as Exhibit A in Exhibit 4.1 to the Delek Logistics' Form 8-K filed on May 24, 2017, SEC File No.

Indenture, dated as of May 24, 2021, among Delek Logistics, Delek Logistics Finance Corp., the Guarantors named therein and U.S.

Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Delek Logistics’ Form 8-K filed on May 26, 2021).

Form of 7.125% Senior Note due 2028 (incorporated by reference to Exhibit 4.2 of the Partnership’s Form 8-K filed on May 26, 2021).

# Description of Common Stock.

Form of 7.125% Senior Note due 2028 (incorporated by reference to Exhibit 4.2 of the Delek Logistics' Form 8-K filed on May 26, 2021).

Indenture, dated as of March 13, 2024, among the 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 4.1 to the Delek Logistics' Form 8-K filed on March 13, 2024, SEC File No.

Form of 8.625% Senior Note due 2029 (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Delek Logistics' Form 8-K filed on March 13, 2024, SEC File No.

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).

Description of Common Stock (incorporated by reference to Exhibit 4.5 to the Company's Form 10-K filed on February 28, 2024.)

* Form of Indemnification Agreement for Directors and Officers ((incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K filed on February 25, 2022).

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* Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.29(c) to the Company’s Form 10-K filed February 28, 2017).

2016 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement.

(incorporated by reference to Exhibit 10.29(c) to the Company's Form 10-K filed February 28, 2017).

* Form of Delek US Holdings, Inc.

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* Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement (Cash Settled) (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on May 5, 2022) .

2016 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Cash Settled).

(incorporated by reference to Exhibit 10.9 to the Company's Form 10-Q filed May 5, 2022).

* Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Restricted Stock Unit Agreement (Cash Settled) (incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q filed on May 5, 2022).

*# Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement.

*# Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement.

*# Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Restricted Stock Unit Agreement.

*# Form of Delek US Holdings, Inc.

2016 Long-Term Incentive Plan Restricted Stock Unit Agreement.

* Alon USA Energy, Inc.

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* Executive Employment Agreement by and between the Company and Avigal Soreq, dated for reference as of March 28, 2022 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on May 5, 2022).

*# First Amendment to Executive Employment Agreement, by and between the Delek US Holdings, Inc.

and Avigal Soreq, dated as of November 6, 2024.

* Change in Control Severance Agreement, dated for reference as of June 13, 2022, by and between the Company and Avigal Soreq (incorporated by reference to Exhibit 10.15 to the Company's Form 10-K filed on March 1, 2023).

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and Reuven Spiegel, dated as of March 1, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 9, 2023).

*# Second Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Reuven Spiegel, effective as of March 1, 2025.

* Executive Employment Agreement, effective February 3, 2021, by and between Delek US Holdings, Inc.

and Denise McWatters (incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K filed on February 25, 2022).

*# First Amendment to Executive Employment Agreement, dated as of November 6, 2024, by and between Delek US Holdings, Inc.

and Denise McWatters.

* Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Joseph Israel, dated as of March 27, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 9, 2023).

*# First Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Joseph Israel, dated as November 6, 2024

* Consulting Agreement, dated as of November 2, 2020, by and between Delek US Holdings, Inc.

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* Form of Change in Control Severance Agreement for Officers (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on May 5, 2022).

Tyler Throughput and Tankage Agreement, dated July 26, 2013, between Delek Refining, Ltd.

and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 1, 2013).

Pipelines and Tankage Agreement, dated November 7, 2012, by and between Delek Refining, Ltd.

and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed on November 14, 2012, SEC File No.

Pipelines and Storage Facilities Agreement, dated November 7, 2012, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J.

Aron & Company (incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed on November 14, 2012, SEC File No.

El Dorado Throughput and Tankage Agreement, executed as of February 10, 2014, between Lion Oil Company and Delek Logistics Operating LLC, and, for limited purposes, J.

Aron & Company (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on February 14, 2014).

Amendment to El Dorado Throughput and Tankage Agreement, executed as of July 22, 2016 but effective as of February 11, 2014, between Lion Oil Company and Delek Logistics Operating LLC, and, for limited purposes, J.

Aron & Company (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 5, 2016).

Third Amended and Restated Omnibus Agreement, dated as of March 31, 2015, among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., 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, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 7, 2015).

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Third Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 15, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on May 18, 2020).

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 (incorpo rated b y reference t o Exhibit 10.1 of the Company's Form 10-Q filed on August 7, 2024) .

Pipelines, Storage and Throughput Facilities Agreement (Big Spring Refinery Logistics Assets and Duncan Terminal), dated March 20, 2018 and effective as of March 1, 2018, by and among Alon USA, LP, DKL Big Spring, LLC, for the limited purposes specified therein, Delek US, and for the limited purposes specified therein, J.

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Amendment to Inventory Intermediation Agreement, dated as of December 21, 2023, by and between Citigroup Energy, Inc.

and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.27 (e) to the Company's Form 10-K filed on Febr uary 28, 202 4 ) .

# Second Amendment to Inventory Intermediation Agreement, dated February 21, 2025, by and between Citigroup Energy, Inc.

and DK Trading & Supply, LLC.

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Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.6 of the Company’s Form 10 Q filed on November 8, 2022).

*# Executive Employment Agreement, effective as of March 1, 2025, by and between Delek US Holdings, Inc.

and Mark Hobbs.

# Common Unit Purchase Agreement, dated as of February 19, 2025, by and between Delek Logistics Partners, LP, and Delek US Holdings, Inc.

# Delek US Holdings, Inc.

Insider Trading Policy

# Subsidiaries of the Registrant

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Delek US Holdings, Inc.

Clawback Policy.

Clawback Policy (incorporated by reference to Exh i b it 97 to the Company's Form 10- K f iled on February 28.

101 The following materials from Delek US Holdings, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

To the Stockholders and the Board of Directors of

Delek US Holdings, Inc.

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Financial Statements and Schedules

Qualitative Goodwill Impairment Assessment

Description of the Matter The Company’s consolidated goodwill balance was $729.4 million as of December 31, 2023.

As disclosed in Note 16 to the consolidated financial statements $675.3 million relates to the reporting units within the Refining segment.

The Company assesses goodwill for impairment testing annually or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit might be impaired.

In evaluating whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performed a qualitative assessment of relevant events and circumstances that could impact the fair value of the reporting units within the Refining segment.

If, based on the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company estimates the fair value of the reporting unit by performing a quantitative goodwill impairment assessment.

As a result of the analysis performed during its annual assessment, the Company determined that the fair value of the reporting units in the Refining Segment are not more likely than not less than their carrying values, and no quantitative assessment was necessary.

Qualitative factors assessed included financial performance as compared to forecasts, macroeconomic conditions, and market discount rates, which required a higher degree of auditor judgment to evaluate, among other factors.

We identified the evaluation of the above qualitative factors as a critical audit matter as the assessment of the potential impact that these qualitative factors have on certain reporting units' fair value required the application of subjective auditor judgment.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement related to the Company's evaluation of the qualitative factors used as part of management’s review of the qualitative assessment, including controls over the qualitative factors identified above.

To test the qualitative assessment performed by management, our audit procedures included, among others, an assessment of the factors described above with consideration of the Company’s last quantitative assessment performed.

We performed a comparison of the actual results to the projected results for the respective period.

We also evaluated information from macroeconomic and market considerations and, whether there were other significant adverse considerations that would impact the reporting units.

Evaluation of Goodwill for Impairment

Description of the Matter At December 31, 2024, the Company’s goodwill was $475.3 million and represented approximately 7% of total assets.

As discussed in Notes 2 and 17 of the consolidated financial statements, goodwill is reviewed at the reporting unit level for impairment at least annually or more frequently if events or changes in circumstances indicate the goodwill might be impaired.

The Company performs its annual goodwill impairment assessment in the fourth quarter of each year.

The Company evaluates the recoverability of goodwill by comparing the carrying amount of each reporting unit to its estimated fair value.

The estimated fair value of each reporting unit is determined using a combination of a discounted cash flow analysis based upon projected financial information and a multiple of expected future cash flows, such as those used by third-party analysts.

Auditing management’s annual goodwill impairment analysis for the Big Spring reporting unit within the refining segment required significant judgment, as the valuation includes subjective estimates and assumptions in determining the estimated fair value of the reporting unit.

In particular, the discounted cash flow analysis is sensitive to significant assumptions such as the weighted average cost of capital and the estimates of future gross margin.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls relating to the valuation of the reporting unit in the goodwill impairment analysis process.

For example, we tested controls over management’s review of the significant inputs and assumptions, discussed above, used in determining the reporting unit fair values.

To test the estimated fair value of the reporting unit within the refining segment, our audit procedures included, among others, assessing valuation methodologies, performing recalculations, and testing the significant assumptions discussed above.

We performed sensitivity analyses of assumptions to evaluate the change in the fair value of the reporting unit resulting from changes in those assumptions to assess their significance and importance.

We compared the significant assumptions in the prospective financial data used by management to current industry and economic trends, historical performance, and other relevant factors.

We also involved our valuation specialists to assist in evaluating the fair value methodologies used and testing certain assumptions used, including the determination of the weighted average cost of capital.

/s/ Ernst & Young LLP

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

To the Stockholders and the Board of Directors of

Delek US Holdings, Inc.

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Delek US Holdings, Inc.

as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes, and our report dated February 28, 2024 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of H2O Midstream, which is included in the 2024 consolidated financial statements of the Company and constituted 3.7% of total assets as of December 31, 2024, and 0.2% of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of H2O Midstream.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 26, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Inventories, net of inventory valuation reserves 893.2 941.2

Current assets of discontinued operations — 41.5

Other current assets 85.5 77.8

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Equity method investments 392.9 360.7

Non-current assets of discontinued operations — 228.1

Other non-current assets 111.9 124.0

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Current portion of operating lease liabilities 43.2 50.1

Current liabilities of discontinued operations — 11.5

Accrued expenses and other current liabilities 649.5 764.3

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Operating lease liabilities, net of current portion 54.8 85.7

Non-current liabilities of discontinued operations — 34.3

Other non-current liabilities 82.6 33.1

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Insurance proceeds ( 20.6 ) ( 20.3 ) ( 31.2 )

Operating expenses related to retail and wholesale business (excluding depreciation and amortization presented below) 106.5 106.8 110.4

Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 3.4 4.4 8.6

General and administrative expenses 252.8 272.0 313.7

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Total operating costs and expenses 12,343.7 16,222.5 19,343.5

Operating income (loss) 279.9 489.5 ( 34.7 )

Operating (loss) income ( 491.5 ) 244.7 457.5

Interest expense, net 313.0 318.0 195.8

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Total non-operating expense, net 214.5 228.1 135.7

Income (loss) before income tax expense (benefit) 51.8 354.4 ( 137.3 )

Income tax expense (benefit) 5.1 63.9 ( 42.0 )

Net income (loss) 46.7 290.5 ( 95.3 )

Net income attributed to non-controlling interests 26.9 33.4 33.0

Net income (loss) attributable to Delek $ 19.8 $ 257.1 $ ( 128.3 )

Basic income (loss) per share $ 0.30 $ 3.63 $ ( 1.73 )

Diluted income (loss) per share $ 0.30 $ 3.59 $ ( 1.73 )

(Loss) income from continuing operations before income tax (benefit) expense ( 706.0 ) 16.6 321.8

Income tax (benefit) expense ( 107.9 ) ( 3.0 ) 56.4

(Loss) income from continuing operations, net of tax ( 598.1 ) 19.6 265.4

Discontinued operations:

Income from discontinued operations, including gain on sale of discontinued operations 105.9 35.2 32.6

Income tax expense 28.7 8.1 7.5

Income from discontinued operations, net of tax 77.2 27.1 25.1

Net (loss) income ( 520.9 ) 46.7 290.5

Non-controlling interests 39.5 26.9 33.4

Net (loss) income attributable to Delek $ ( 560.4 ) $ 19.8 $ 257.1

Basic (loss) income per share:

(Loss) income from continuing operations $ ( 9.98 ) $ ( 0.11 ) $ 3.28

Income from discontinued operations 1.21 0.41 0.35

Total basic (loss) income per share $ ( 8.77 ) $ 0.30 $ 3.63

Diluted (loss) income per share:

(Loss) income from continuing operations $ ( 9.98 ) $ ( 0.11 ) $ 3.24

Income from discontinued operations 1.21 0.41 0.35

Total diluted (loss) income per share $ ( 8.77 ) $ 0.30 $ 3.59

Weighted average common shares outstanding:

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2024 2023 2022

Net income (loss) $ 46.7 $ 290.5 $ ( 95.3 )

Net (loss) income $ ( 520.9 ) $ 46.7 $ 290.5

Other comprehensive (loss) income:

Commodity contracts designated as cash flow hedges:

Comprehensive loss on commodity contracts designated as cash flow hedges, net of taxes — — ( 0.2 )

Postretirement benefit plans:

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Total other comprehensive income (loss) 0.7 0.4 ( 1.4 )

Comprehensive income (loss) $ 47.1 $ 289.1 $ ( 91.9 )

Comprehensive income attributable to non-controlling interest 26.9 33.4 33.0

Comprehensive income (loss) attributable to Delek $ 20.2 $ 255.7 $ ( 124.9 )

Comprehensive (loss) income attributable to:

$ ( 520.2 ) $ 47.1 $ 289.1

Non-controlling interest 39.5 26.9 33.4

Comprehensive (loss) income attributable to Delek $ ( 559.7 ) $ 20.2 $ 255.7

See accompanying notes to the consolidated financial statements

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(In millions, except share and per share data)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Redeemable Non-Controlling Interest

Shares Amount Shares Amount

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91,772,080 $ 0.9 $ 1,206.5 $ ( 3.8 ) $ 384.7 ( 17,575,527 ) $ ( 694.1 ) $ 119.8 $ 1,014.0 $ —

Net (loss) income — — — — ( 128.3 ) — — 33.0 ( 95.3 )

Other comprehensive loss related to commodity contracts, net — — — ( 0.2 ) — — — — ( 0.2 )

Other comprehensive gain related to postretirement benefit plans, net — — — 3.6 — — — — 3.6

Net income — — — — 257.1 — — 33.4 290.5 —

Other comprehensive loss related to postretirement benefit plans, net — — — ( 1.4 ) — — — — ( 1.4 ) —

Common stock dividends ($ 0.610 per share)

— — — — ( 42.8 ) — — — ( 42.8 ) —

Equity-based compensation expense — — 28.6 — — — — 0.5 29.1 —

Distribution to non-controlling interest — — — — — — — ( 32.4 ) ( 32.4 )

Distributions to non-controlling interests — — — — — — — ( 36.0 ) ( 36.0 ) —

Repurchase of common stock ( 4,261,185 ) — ( 56.9 ) — ( 72.7 ) — — — ( 129.6 ) —

Purchase of Delek common stock from IEP Energy Holding LLC ( 3,497,268 ) — ( 46.0 ) — ( 18.0 ) — — — ( 64.0 ) —

Sale of Delek Logistics common limited partner units, net — — 8.5 — — — — 5.1 13.6 —

Issuance of Delek Logistic common limited partner units, net — — — — — — — 3.1 3.1 —

Taxes paid due to the net settlement of equity-based compensation — — ( 6.5 ) — — — — — ( 6.5 ) —

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(In millions, except share and per share data)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Redeemable Non-Controlling Interest

Shares Amount Shares Amount

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Net income — — — — 19.8 — — 26.9 46.7 —

Other comprehensive loss related to postretirement benefit plans, net — — — ( 1.4 ) — — — — ( 1.4 )

Other comprehensive gain related to postretirement benefit plans, net — — — 0.4 — — — — 0.4 —

Common stock dividends ($ 0.925 per share)

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Distributions to non-controlling interests — — — — — — — ( 38.6 ) ( 38.6 ) —

Sale of Delek Logistics common limited partner units, net — — 8.5 — — — — 5.1 13.6

Repurchase of common stock ( 3,562,767 ) ( 0.1 ) ( 48.1 ) — ( 37.2 ) — — — ( 85.4 ) —

Purchase of Delek common stock from IEP Energy Holding LLC ( 3,497,268 ) — ( 46.0 ) — ( 18.0 ) — — — ( 64.0 )

Issuance of Delek Logistic common limited partner units, net — — — — — — — 3.1 3.1

Taxes paid due to the net settlement of equity-based compensation — — ( 4.5 ) — — — — ( 0.7 ) ( 5.2 ) —

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(In millions, except share and per share data)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Redeemable Non-Controlling Interest

Shares Amount Shares Amount

Balance at December 31, 2023 81,539,871 $ 0.8 $ 1,113.6 $ ( 4.8 ) $ 430.0 ( 17,575,527 ) $ ( 694.1 ) $ 114.2 $ 959.7 $ —

Net income — — — — 19.8 — — 26.9 46.7

Net (loss) income — — — — ( 560.4 ) — — 39.5 ( 520.9 ) —

Other comprehensive gain related to postretirement benefit plans, net — — — 0.7 — — — — 0.7 —

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Exercise of equity-based awards 589,300 — — — — — — — — —

Equity attributable to issuance of Delek Logistics common limited partner units, net of tax — — 103.9 — — — — 165.6 269.5 —

Issuance of Delek Logistics preferred units — — — — — — — — — 70.0

Redemption of Delek Logistics preferred units — — — — ( 0.8 ) — — — ( 0.8 ) ( 70.0 )

Other 167,019 — 3.0 — ( 0.5 ) — — ( 0.3 ) 2.2 —

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Cash flows from operating activities:

Net income (loss) $ 46.7 $ 290.5 $ ( 95.3 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net (loss) income $ ( 520.9 ) $ 46.7 $ 290.5

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 374.5 339.5 275.0

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Non-cash lower of cost or market/net realizable value adjustment ( 10.7 ) 0.4 1.9

Loss on extinguishment of debt 3.6 — —

Equity-based compensation expense 33.8 27.5 29.1

Income from discontinued operations, including gain on sale of discontinued operations, net ( 77.2 ) ( 27.1 ) ( 25.1 )

Other 0.5 5.0 15.1

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Non-current assets and liabilities, net ( 94.4 ) ( 16.0 ) ( 11.1 )

Net cash provided by operating activities 1,013.6 425.3 371.4

Cash (used in) provided by operating activities - continuing operations ( 83.7 ) 979.0 393.7

Cash provided by operating activities - discontinued operations 16.9 34.6 31.6

Net cash (used in) provided by operating activities ( 66.8 ) 1,013.6 425.3

Cash flows from investing activities:

Acquisition of 3 Bear — ( 625.6 ) —

Business Combinations ( 182.5 ) — ( 625.6 )

Equity method investment contributions ( 19.1 ) — ( 0.1 )

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Proceeds from sale of property, plant and equipment 10.2 1.9 0.2

Insurance proceeds 10.3 — 7.0

Contract termination recoveries of capital expenditures — — 17.3

Insurance and settlement proceeds 16.2 10.3 —

Other ( 2.0 ) — —

Cash used in investing activities - continuing operations ( 603.2 ) ( 381.6 ) ( 901.4 )

Cash provided by (used in) investing activities - discontinued operations 361.7 ( 26.4 ) ( 30.2 )

Net cash used in investing activities ( 241.5 ) ( 408.0 ) ( 931.6 )

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Distribution to non-controlling interest ( 56.8 ) ( 38.6 ) ( 36.0 )

Proceeds from sale of Delek Logistics common limited partner units — 16.4 2.1

Proceeds from sale of Delek Logistics common limited partner units, net — — 16.4

Proceeds from issuance of Delek Logistic common limited partner units, net 297.9 — 3.1

Purchase of Delek common stock from IEP Energy Holding LLC — — ( 64.0 )

Redemption of Delek Logistics preferred units ( 70.8 ) —

Payment of debt extinguishment costs ( 0.3 ) — —

Dividends paid ( 64.2 ) ( 60.3 ) ( 42.8 )

Financing commitment cancellation proceeds — — 10.2

Deferred financing costs paid ( 18.2 ) ( 4.6 ) ( 62.5 )

Net cash (used in) provided by financing activities ( 624.7 ) 491.1 ( 124.0 )

Net (decrease) increase in cash and cash equivalents ( 19.1 ) ( 15.2 ) 69.0

Cash provided by (used in) financing activities - continuing operations 221.7 ( 624.7 ) 491.1

Net used in financing activities 221.7 ( 624.7 ) 491.1

Net decrease in cash and cash equivalents ( 86.6 ) ( 19.1 ) ( 15.2 )

Cash and cash equivalents at the beginning of the period 822.2 841.3 856.5

Cash and cash equivalents at the end of the period 735.6 822.2 841.3

Less cash and cash equivalents of discontinued operations at the end of the period — 0.4 0.4

Cash and cash equivalents of continuing operations at the end of the period $ 735.6 $ 821.8 $ 840.9

Delek US Holdings, Inc.

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(In millions)

Year Ended December 31,

2023 2022 2021

Supplemental disclosures of cash flow information:

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Non-cash investing activities:

(Decrease) increase in accrued capital expenditures $ ( 30.3 ) $ 31.8 $ 4.9

Delek Logistics preferred units issued in connection with H2O Acquisition $ 70.0 $ — $ —

Increase (decrease) in accrued capital expenditures $ 14.9 $ ( 27.6 ) $ 34.8

Non-cash financing activities:

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All significant intercompany transactions and account balances have been eliminated in consolidation.

We have evaluated subsequent events through the filing of this Form 10-K.

Any material subsequent events that occurred during this time have been properly recognized or disclosed in our financial statements.

On July 31, 2024, a wholly owned subsidiary of Delek, entered into a definitive equity purchase agreement (the "Retail Purchase Agreement") with a subsidiary of Fomento Económico Mexicano, S.A.B.

Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA agreed to purchase, 100 % of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 retail fuel and convenience stores (the "Retail Stores") under the Delek US Retail brand for a total cash consideration of $ 390.2 million including the purchase of inventory and other customary adjustments under the Retail Purchase Agreement for indebtedness (the “Retail Transaction”).

The Retail Transaction closed on September 30, 2024.

As a result of the Retail Purchase Agreement, we met the requirements under the provisions of Accounting Standards Codification ("ASC") 205-20, Presentation of Financial Statements - Discontinued Operations ("ASC 205-20") and ASC 360, Property, Plant and Equipment ("ASC 360"), to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets.

Our consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), which is a variable interest entity ("VIE").

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Reclassifications

Certain immaterial reclassifications have been made to prior period presentation in order to conform to the current year presentation.

Certain prior period amounts have been reclassified in order to conform to the current period presentation.

Having classified the Retail Stores as discontinued operations, the consolidated balance sheets for all periods presented have been reclassified to reflect discontinued operations assets and discontinued operations liabilities.

The consolidated statements of income for all periods presented have been reclassified to reflect the results of the Retail Stores as income from discontinued operations, net of taxes.

See Note 5 for further information regarding discontinued operations.

Segment Reporting

Delek is an integrated downstream energy business based in Brentwood, Tennessee, and has three primary lines of business:

Delek is an integrated downstream energy business based in Brentwood, Tennessee.

Prior to July 2024, we aggregated our operating units into three reportable segments:

Refining, Logistics and Retail consisting of three primary lines of business:

• petroleum refining and crude oil operations;

• the transportation, storage and wholesale distribution of crude oil, natural gas, intermediate and refined products and water disposal and recycling;

and convenience store retailing.

For the periods presented, we have aggregated our operating segments into three reportable segments:

Refining, Logistics and Retail.

• convenience store retailing.

Having classified the Retail Stores as discontinued operations, Retail is no longer a reportable segment.

Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which primarily consists of the following:

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Our allowance for doubtful accounts is reflected as a reduction of accounts receivable in the consolidated balance sheets.

One customer accounted for more than 10 % of our consolidated accounts receivable balance as of December 31, 2023 and two customers as of December 31, 2022.

One customer accounted for $ 4.0 billion and $ 3.9 billion of net sales which was more than 10 % of consolidated net sales for the years ended December 31, 2023 and December 31, 2022, respectively, and was recognized in the Refining segment.

No customer exceeded more than 10% of consolidated net sales for the year ended December 31, 2021.

Crude oil, work-in-process, refined products, blendstocks and asphalt inventory for all of our operations, excluding merchandise inventory in our Retail segment, are stated at the lower of cost determined using the first-in, first-out ("FIFO") basis or net realizable value.

Retail merchandise inventory consists of cigarettes, beer, convenience merchandise and food service merchandise and is stated at estimated cost as determined by the retail inventory method.

No customer accounted for more than 10 % of our consolidated accounts receivable balance as of December 31, 2024 and one customer as of December 31, 2023.

No customer accounted for more than 10% of consolidated net sales for the year ended December 31, 2024.

One customer accounted for $ 4.0 billion and $ 3.9 billion of net sales which was more than 10 % of consolidated net sales for the years ended December 31, 2023 and 2022, respectively, and was recognized in the Refining segment.

Crude oil, work-in-process, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost determined using the first-in, first-out ("FIFO") basis or net realizable value.

We are not subject to concentration risk with specific suppliers, since our crude oil and refined products inventory purchases are commodities that are readily available from a large selection of suppliers.

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Property, Plant and Equipment

Assets acquired by Delek in conjunction with business acquisitions are recorded at estimated fair value at the acquisition date in accordance with the purchase method of accounting as prescribed in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805").

Other acquisitions of property and equipment are carried at cost.

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Pipelines and terminals 10 - 40

Retail store equipment and site improvements 7 - 40

Refinery turnaround costs 4 - 6

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Furniture and fixtures 5 - 15

Asset retirement obligation assets 15 - 50

Other Intangible Assets

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Long-lived assets held and used and other intangibles are evaluated for impairment whenever indicators of impairment exist.

In accordance with ASC 360, Property, Plant and Equipmen t ("ASC 360") and ASC 350, Intangibles - Goodwill and Other ("ASC 350"), Delek evaluates the realizability of these long-lived assets as events occur that might indicate potential impairment.

In accordance with ASC 360 and ASC 350, Intangibles - Goodwill and Other ("ASC 350"), Delek evaluates the realizability of these long-lived assets as events occur that might indicate potential impairment.

In doing so, Delek assesses whether the carrying amount of the asset is recoverable by estimating the sum of the future cash flows expected to result from the asset, undiscounted and without interest charges.

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These impairment charges are included in asset impairment in our consolidated statements of income.

There was a $ 23.1 million impairment related to right-of-use assets for the year ended December 31, 2023.

There were no impairment charges for the years ended December 31, 2022 or 2021.

See Note 23 for further information on our right-of-use assets impairment.

There was $ 31.3 million and $ 23.1 million impairment related to property, plant and equipment, other non-current assets and right-of-use assets for the years ended December 31, 2024 and 2023, respectively.

There were no impairment charges for the year ended December 31, 2022.

See Note 20 and Note 25 for further information on our asset impairment charges.

Equity Method Investments

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Alternatively, if a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it has completed its goodwill impairment test and does not need to perform the quantitative impairment test.

Our annual assessment of goodwill resulted in an impairment of $ 14.8 million during the year ended December 31, 2023.

There was no impairment during the years ended December 31, 2022 and 2021.

Our annual assessment of goodwill resulted in an impairment of $ 212.2 million and $ 14.8 million during the years ended December 31, 2024 and 2023, respectively.

There was no impairment during the year ended December 31, 2022.

Details of remaining goodwill balances by segment are included in Note 17.

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We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date in accordance with the provisions of ASC 805.

Any excess or surplus of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase.

Any excess or deficiency of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase.

The fair value of assets and liabilities as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and apply an appropriate discount rate;

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In the logistics segment, these obligations relate to the required cleanout of the pipeline and terminal tanks and removal of certain above-grade portions of the pipeline situated on right-of-way property.

In the retail segment, we have asset retirement obligations related to the removal of underground storage tanks and the removal of brand signage at owned and leased retail sites which are legally required under the applicable leases.

The asset retirement obligation for storage tank removal on leased retail sites is accreted over the expected life of the owned retail site or the average retail site lease term.

In order to determine fair value, management must make certain estimates and assumptions including, among other things, projected cash flows, a credit-adjusted risk-free rate and an assessment of market conditions that could significantly impact the estimated fair value of the asset retirement obligations.

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Payment terms require customers to pay shortly after delivery and do not contain significant financing components.

We sale crude barrels through supply agreements predominantly in the gulf coast region.

We sell crude barrels through supply agreements predominantly in the gulf coast region.

The transaction price for these products is based on contractual rates.

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Payment terms require customers to pay shortly after delivery and do not contain significant financing components.

Fuel and merchandise revenue is recognized at the point of sale, which is when control of the product is transferred to the customer.

Payments from customers are received at the time sales occur in cash or by credit or debit card.

We derive service revenues from the sale of lottery tickets, money orders, car washes and other ancillary product and service offerings.

Service revenue and related costs are recorded at gross amounts or net amounts, as appropriate, in accordance with the principal versus agent provisions in ASC 606.

Credit Losses

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• all costs of purchased refined products, additives and related transportation of such products,

• costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance,

• the cost of pipeline capacity leased from a third-party, and

• gains and losses related to our commodity hedging activities.

• costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance, and

• the cost of pipeline capacity leased from a third-party.

Operating expenses for the logistics segment include the costs associated with the operation of owned terminals and pipelines and terminalling expenses at third-party locations, excluding depreciation and amortization.

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Operating expenses related to the wholesale business are excluded from cost of sales because they primarily relate to costs associated with selling the products through our wholesale business.

For the retail segment, cost of materials and other comprises the costs related to specific products sold at retail sites, primarily consisting of motor fuels and merchandise.

Retail fuel cost of sales represents the cost of purchased fuel, including transportation costs.

Merchandise cost of sales includes the delivered cost of merchandise purchases, net of merchandise rebates and commissions.

Operating expenses related to the retail business include costs such as wages of employees, lease expense, utility expense and other costs of operating the stores, excluding depreciation and amortization, and are excluded from cost of sales because they primarily relate to costs associated with selling the products through our retail sites.

Depreciation and amortization is separately presented in our statement of income and disclosed by reportable segment in Note 4.

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The Act also imposes a 15% corporate minimum tax and extends and expands tax incentives for clean energy.

The Company does not expect any material impacts as a result of The Act.

The Act has not had any material impacts to the Company.

Equity-Based Compensation

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Restricted stock units ("RSUs") are valued based on the fair market value of the underlying stock on the date of grant.

Performance-based RSUs ("PRSUs") include a market condition based on the Company's total shareholder return over the performance period and are valued using a Monte-Carlo simulation model.

Performance-based RSUs ("PRSUs") which include a market condition based on the Company's total shareholder return over the performance period are valued using a Monte-Carlo simulation model.

We record compensation expense for these awards based on the grant date fair value of the award, recognized ratably over the measurement period.

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The service cost component of net periodic benefit is included as part of general and administrative expenses in the accompanying consolidated statements of income.

The other components of net periodic benefit are included as part of other expense (income), net in the accompanying consolidated statements of income.

The other components of net periodic benefit are included as part of other income, net in the accompanying consolidated statements of income.

New Accounting Pronouncements Adopted During 2024

ASU 2023-03 , Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718)

In July 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718) (“ASU 2023-03”).

This ASU amends or supersedes various SEC paragraphs within the FASB Accounting Standards Codification to conform to past SEC announcements and guidance issued by the SEC.

ASU 2023-03 does not provide any new guidance, so there is no transition or effective date.

ASU 2023-03 did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

ASU 2023-09, Income Taxes(Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09 Income Taxes(Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

The standard is intended to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements, but does not currently expect adopting this new guidance will have a material impact on our consolidated financial statements and related disclosures.

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

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ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements.

The adoption of ASU 2023-07 should not have a material impact on our consolidated financial statements.

The Company adopted the provisions of ASU 2023-07 in the fourth quarter of 2024 and resulted in additional segment reporting disclosure requirements but did not have a significant impact on our consolidated financial statements.

See Note 4 for further information.

ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements

In March 2024, the FASB issued ASU 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification.

The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature.

ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company adopted the provisions of ASU 2024-02 in the third quarter of 2024, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures.

ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative

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The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

Delek Delaware Gathering (formally 3 Bear)

On June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Delek Logistics, acquired 100 % of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC ("3 Bear") from 3 Bear Energy – New Mexico LLC, (subsequently renamed to Delek Delaware Gathering ("Delaware Gathering")), related to their crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico (the "Delaware Gathering Acquisition").

The purchase price for Delaware Gathering was $ 628.3 million.

The Delaware Gathering Acquisition was financed through a combination of cash on hand and borrowings under the Delek Logistics' Revolving Facility (as discussed in Note 10 of these consolidated financial statements).

The Delaware Gathering Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values.

The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.

The Company adopted the provisions of ASU 2023-06 in 2024, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures.

Accounting Pronouncements Not Yet Adopted

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 will not affect our financial position or our results of operations, but will result in additional disclosures.

ASU 2023-09, Income Taxes(Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09 Income Taxes(Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

The standard is intended to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

The adoption will not affect our financial position or our results of operations, but will result in additional disclosures.

Gravity Acquisition

On December 11, 2024, Delek Logistics entered into an agreement (the "Gravity Purchase Agreement") to acquire 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 (the “Gravity Acquisition”) for total consideration of $ 301.2 million, subject to customary adjustments for net working capital.

The purchase price was comprised of $ 209.3 million in cash and 2,175,209 of Delek Logistics’ common units.

Upon execution of the Gravity Purchase Agreement, we made a cash deposit of $ 22.8 million, recorded in other current assets on the consolidated balance sheets, which was credited to the sale upon closing.

The Gravity Acquisition closed on January 2, 2025.

H2O Midstream

On September 11, 2024, Delek Logistics completed the acquisition of 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream Acquisition") from H2O Midstream Holdings, LLC.

The H2O Midstream Acquisition included water disposal and recycling operations in the Midland Basin in Texas for total consideration of $ 229.7 million, subject to customary adjustments for net working capital ("H2O Transaction").

The purchase price was comprised of approximately $ 159.7 million in cash and $ 70.0 million of Delek Logistics’ preferred units.

See Note 7 for further information on Preferred Units.

The cash portion was financed through a combination of cash on hand and borrowings under the Delek Logistics' Credit Facility (as defined in Note 11).

For the year ended December 31, 2024, we incurred $ 7.4 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

Such costs are included in general and administrative expenses in the accompanying consolidated statements of income.

Our consolidated financial and operating results reflect the H2O Midstream Acquisition operations beginning September 11, 2024.

Our results of operations included revenue and net income of $ 19.5 million and $ 8.3 million, respectively, for the period from September 11, 2024 through December 31, 2024 related to these operations.

The H2O Midstream Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values.

Determination of Purchase Price

The table below represents the purchase price (in millions):

The table below represents the estimated purchase price (in millions):

Base purchase price:

closing net working capital (as defined in the 3 Bear Purchase Agreement)

closing indebtedness (as defined in the 3 Bear Purchase Agreement)

Cash paid for the adjusted purchase price 547.7

Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) 80.6

Purchase price $ 628.3

Adjusted Net Working Capital (as defined in the H2O Purchase Agreement)

various closing adjustments

Adjusted purchase price $ 229.7

Cash paid 159.7

Fair value of Preferred Units issued 70.0

Preliminary purchase price $ 229.7

Purchase Price Allocation

The following table summarizes the final fair values of assets acquired and liabilities assumed in the Delaware Gathering Acquisition as of June 1, 2022 (in millions):

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in millions):

Assets acquired:

Cash and cash equivalents $ 2.7

Accounts receivables, net 28.9

Accounts receivables $ 6.7

Inventories 2.5

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Operating lease right-of-use assets 2.0

Goodwill 14.8

Other intangibles, net 223.5

Other non-current assets 0.5

Other intangibles (1)

Total assets acquired 244.1

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Fair value of net assets acquired $ 229.7

We aggregate our operating segments into three reportable segments:

(1) The acquired intangible assets amount includes the following identified intangibles:

• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 24.2 million, which will be amortized over an 13.4 years useful life.

• Rights-of-way intangibles valued at $ 28.5 million, which have an indefinite life.

• Favorable supply contract intangible that is subject to amortization with a preliminary fair value of $ 4.8 million which will be amortized over a 4.8 years useful life.

These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all necessary information has become available and we finalize our valuations.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of December 31, 2024.

We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

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.

The fair value of customer relationships was based on the income approach.

Key assumptions in the income approach include projected revenue attributable to customer relationships, attrition rate, 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.

The fair values of all other current assets and payables were equivalent to their carrying values due to their short-term nature.

Unaudited Pro Forma Financial Information

The following table summarizes the unaudited pro forma financial information of the Company assuming the H2O Midstream Acquisition had occurred on January 1, 2023.

The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the H2O Midstream Acquisition based on available information and certain assumptions that management believes are factually supportable.

The most significant pro forma adjustments relate to (i) incremental interest expense associated with revolving credit facility borrowings incurred in connection with the H2O Midstream Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair values of acquired customer relationship intangibles and (iv) transaction costs.

The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the H2O Midstream Acquisition.

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the H2O Midstream Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company.

Actual results may differ significantly from the unaudited pro forma financial information.

Year Ended December 31,

(in millions) 2024 2023

Net revenues $ 11,896.8 $ 16,553.9

(Loss) income from continuing operations, net of tax $ ( 510.1 ) $ 35.6

Delek Delaware Gathering

On June 1, 2022, Delek Logistics acquired 100 % of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC from 3 Bear Energy – New Mexico LLC, related to its crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico (the "Delaware Gathering Acquisition").

The purchase price for Delaware Gathering was $ 628.3 million, which was financed through a combination of cash on hand and borrowings under the Delek Logistics' Revolving Facility (as discussed in Note 11 of these consolidated financial statements).

The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.

Prior to July 2024, we aggregated our operating units into three reportable segments:

Refining, Logistics and Retail.

Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which primarily consists of the following:

However, on July 31, 2024, Delek entered into the Retail Purchase Agreement to sell the Retail Stores, which consisted of the entire retail segment to FEMSA.

As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360, to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets.

The Retail Transaction closed on September 30, 2024.

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;

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• intercompany eliminations.

The accounting policies of the reporting segments are the same as those described in Note 2, except that the disaggregated financial results for the reporting 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.

During the second quarter 2024, we realigned our reportable segments for financial reporting purposes to reflect changes in the manner in which our chief operating decision maker, or CODM, assesses financial information for decision-making purposes.

The change represents reporting the operating results of our 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.

within the refining segment.

Prior to this change, these operating results were reported as part of corporate, other and eliminations.

While this reporting change did not change our consolidated results, segment data for previous years has been restated and is consistent with the current year presentation throughout the financial statements and the accompanying notes.

On August 5, 2024, we contributed all of our 50 % investment in W2W Holdings LLC ("HoldCo") which included our 15.6 % indirect interest in the WWP joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics.

The operating results of HoldCo are now reported in our Logistics segment.

Previously, they were reported as part of corporate, other and eliminations.

The disaggregated financial results for the reporting 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 Company defines its segments based on how internally reported information is regularly reviewed by its CODM to analyze financial performance, make decisions and allocate resources.

The CODM is a combination of the chief executive officer and chairman of the board of directors.

The CODM evaluates performance based upon EBITDA attributable to Delek.

The CODM considers budget to actual variances on a monthly basis when making decisions about the allocation of operating and capital resources to each segment.

EBITDA attributable to Delek is an important measure used by management to evaluate the financial performance of our core operations.

We define EBITDA attributable to Delek for any period as net income (loss) attributable to Delek plus interest expense, income tax expense (benefit), depreciation and amortization.

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 and should not be considered alternatives to net income (loss), which is the most directly comparable financial measure to EBITDA that is in accordance with U.S.

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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• Krotz Springs, Louisiana refinery (the "Krotz Springs refinery").

As of December 31, 2023, the refining segment also owns and operates three biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi.

The biodiesel industry has historically been substantially aided by federal and state tax incentives.

One tax incentive program that has been significant to our renewable fuels facilities is the federal blender's tax credit (also known as the biodiesel tax credit or "BTC").

The BTC provides a $1.00 refundable tax credit per gallon of pure

biodiesel to the first blender of biodiesel with petroleum-based diesel fuel.

The blender's tax credit was originally set to expire December 31, 2022, but was extended through December 31, 2024.

In addition, the refining segment also includes our wholesale crude operations.

As of December 31, 2024, the refining segment also owns three biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi.

During the second quarter of 2024, we made the decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives.

See Note 20 for further information.

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.

On May 7, 2020, we sold our equity interests in Alon Bakersfield Property, Inc., an indirect wholly-owned subsidiary that owns the non-operating refinery located in Bakersfield, California, to a subsidiary of Global Clean Energy Holdings, Inc.

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Such option is exercisable by Delek through the 90th day after GCE demonstrates commercial operations, as contractually defined which has not yet occurred as of December 31, 2024.

The refining segment's petroleum-based products are marketed primarily in the south central, southwestern and western regions of the United States.

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.

Motor fuels are sold under the Alon or Delek brand through various terminals to supply Alon or Delek branded retail sites.

In addition, Alon sells motor fuels through its wholesale distribution network on an unbranded basis.

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 southeastern United States, 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 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 southeastern United States, 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 H2O Midstream Acquisition have been included in the logistics segment beginning on September 11, 2024.

The operating results and assets acquired in the Delaware Gathering Acquisition have been included in the logistics segment beginning on June 1, 2022.

Retail Segment

Our retail segment includes the operations of owned and leased convenience store sites located primarily in West Texas and New Mexico.

These convenience stores typically offer various grades of gasoline and diesel under the Alon or Delek brand name and food products, food service, tobacco products, non-alcoholic and alcoholic beverages, general merchandise as well as money grams to the public, primarily under the 7-Eleven and DK or Alon brand names.

Substantially all of the motor fuel sold through our retail segment is supplied by our Big Spring refinery, which is transferred to the retail segment at prices substantially determined by reference to published commodity pricing information.

We operated 250 and 249 stores as of December 31, 2023 and 2022, respectively.

In November 2018, we terminated the license agreement with 7-Eleven, Inc.

According to the terms of such agreement and subsequent amendments, all 7-Eleven branding was removed on a store-by-store basis by December 31, 2023.

Significant Inter-segment Transactions

All inter-segment transactions have been eliminated in consolidation and consists primarily of the following:

• refining segment refined product sales to the retail segment to be sold through the store locations;

• refining segment sales of asphalt and refined product to entities included in corporate, other and eliminations;

• logistics segment service fee revenue under service agreements with the refining segment based on the number of gallons sold and to share a portion of the margin achieved in return for providing marketing, sales and customer services;

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Business Segment Operating Performance

The following is a summary of business segment operating performance as measured by EBITDA for the year ended indicated (in millions):

The following is a summary of business segment operating performance as measured by EBITDA attributable to Delek for the year ended indicated (in millions):

Year Ended December 31, 2024

(In millions) Refining Logistics (1)

Retail Corporate,

(In millions) Refining (3)

Logistics Corporate,

Other and Eliminations (3) (4)

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Inter-segment fees and revenues (1)

640.6 517.8 ( 871.4 ) 287.0

Total revenues $ 11,783.0 $ 940.6 $ ( 871.4 ) $ 11,852.2

Cost of materials and other 11,147.4 483.7 ( 849.3 ) 10,781.8

Operating Expenses 596.6 122.7 47.9 767.2

General and administrative expenses 15.2 36.0 201.6 252.8

Income from equity method investments ( 31.2 ) ( 43.3 ) ( 17.7 ) ( 92.2 )

213.0 ( 1.2 ) ( 11.2 ) 200.6

Segment EBITDA attributable to Delek $ ( 158.0 ) $ 342.7 $ ( 242.7 ) $ ( 58.0 )

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Interest expense, net 81.4 103.1 128.5 313.0

Income tax expense ( 5.1 )

Net income attributable to Delek $ 19.8

Income from equity method investments $ ( 0.6 ) $ ( 31.4 ) $ — $ ( 54.2 ) $ ( 86.2 )

Capital spending (3)

Income tax benefit ( 107.9 )

Income from discontinued operations, net of tax ( 77.2 )

Net loss attributable to Delek $ ( 560.4 )

Capital spending (excluding business combinations) (2)

$ 266.1 $ 140.0 $ 26.6 $ 432.7

Year Ended December 31, 2023

(In millions) Refining Logistics Retail Corporate,

Other and Eliminations Consolidated

(In millions) Refining Logistics (3)

Other and Eliminations (3) (4)

Net revenues (excluding intercompany fees and revenues) $ 15,578.1 $ 456.6 $ — $ 16,034.7

Inter-segment fees and revenues (1)

828.8 563.8 ( 960.1 ) 432.5

Total revenues $ 16,406.9 $ 1,020.4 $ ( 960.1 ) $ 16,467.2

Cost of materials and other 15,242.3 532.6 ( 949.6 ) 14,825.3

Operating Expenses 619.2 118.1 37.7 775.0

General and administrative expenses 31.2 24.8 216.0 272.0

Income from equity method investments ( 31.9 ) ( 31.4 ) ( 22.9 ) ( 86.2 )

( 14.6 ) 13.3 35.2 33.9

Segment EBITDA attributable to Delek $ 560.7 $ 363.0 $ ( 276.5 ) $ 647.2

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Interest expense, net 42.3 143.2 132.5 318.0

Income tax expense ( 63.9 )

Income tax benefit ( 3.0 )

Income from discontinued operations, net of tax ( 27.1 )

Net income attributable to Delek $ 19.8

Income from equity method investments $ ( 1.0 ) $ ( 31.7 ) $ — $ ( 25.0 ) $ ( 57.7 )

Capital spending (excluding business combinations) (3)

Capital spending (2)

$ 246.9 $ 81.3 $ 31.1 $ 359.3

Year Ended December 31, 2022

(In millions) Refining Logistics Retail Corporate,

Other and Eliminations Consolidated

(In millions) Refining Logistics Corporate,

Other and Eliminations (4)

Net revenues (excluding intercompany fees and revenues) $ 18,730.9 $ 557.0 $ 1.0 $ 19,288.9

Inter-segment fees and revenues (1)

1,032.1 479.4 ( 999.4 ) 512.1

Total revenues $ 19,763.0 $ 1,036.4 $ ( 998.4 ) $ 19,801.0

Cost of materials and other 18,412.8 641.4 ( 982.8 ) 18,071.4

Operating Expenses 622.5 88.3 15.9 726.7

General and administrative expenses 57.2 34.1 222.4 313.7

Income from equity method investments ( 18.5 ) ( 31.7 ) ( 7.5 ) ( 57.7 )

( 47.6 ) ( 0.5 ) 35.8 ( 12.3 )

Segment EBITDA attributable to Delek $ 736.6 $ 304.8 $ ( 282.2 ) $ 759.2

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Interest expense, net 4.1 82.3 109.4 195.8

Income tax benefit 42.0

Net loss attributable to Delek $ ( 128.3 )

Income from equity method investments $ ( 0.7 ) $ ( 24.6 ) $ — $ 7.0 $ ( 18.3 )

Capital spending (3)

Income tax expense 56.4

Income from discontinued operations, net of tax ( 25.1 )

Net income attributable to Delek $ 257.1

Capital spending (excluding business combinations) (2)

$ 138.0 $ 130.7 $ 40.2 $ 308.9

(1) Includes a $ 14.8 million goodwill impairment charge.

Refer to Note 16 - Goodwill and Intangible Assets for further information.

(2) Includes a $ 23.1 million right-of-use asset impairment charge.

Refer to Note 19 - Restructuring and Other Charges for further information.

(1) Intercompany fees and sales for the refining segment include revenues of $ 287.0 million, $ 432.5 million and $ 512.1 million during the years ended December 31, 2024, 2023 and 2022, respectively, to the Retail Stores, the operations of which are reported in discontinued operations.

(2) Capital spending includes additions on an accrual basis.

Earnings Per Share

Basic earnings per share (or "EPS") is computed by dividing net income (loss) by the weighted average common shares outstanding.

Diluted earnings per share is computed by dividing net income, as adjusted for changes to income that would result from the assumed settlement of the dilutive equity instruments included in diluted weighted average common shares outstanding, by the diluted weighted average common shares outstanding.

Capital spending excludes capital spending associated with the Retail Stores of $ 14.0 million, $ 29.8 million and $ 34.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.

(3) For the year ended December 31, 2024, includes a $ 212.2 million goodwill impairment charge and a $ 22.1 million impairment charge related to the idling of the biodiesel facilities for the Refining segment and a $ 9.2 million impairment charge related to certain pipeline assets for Corporate, Other and Eliminations.

For the year ended December 31, 2023, includes a $ 23.1 million right-of-use asset impairment charge for Corporate, Other and Eliminations and a $ 14.8 million goodwill impairment charge for the Logistics segment.

Refer to Note 17 - Goodwill and Intangible Assets and Note 20 - Restructuring and Other Charges for further information.

(4) The corporate, other and eliminations segment operating results for the years ended December 31, 2024, 2023 and 2022 have been restated to reflect the reclassification of the Retail Stores to discontinued operations.

(5) Other segment items include asset impairment, insurance proceeds, other operating (income) expense, net, other (income) expense, net, and net income attributed to non-controlling interests.

Discontinued Operations

On July 31, 2024, a wholly owned subsidiary of Delek, entered into the Retail Purchase Agreement with a subsidiary of FEMSA.

The fair value assessment of the Retail Stores as of July 31, 2024 did not result in an impairment.

We ceased depreciation of these assets as of July 31, 2024.

The Retail Transaction closed on September 30, 2024 and we received total cash consideration of $ 390.2 million including the purchase of inventory and other customary adjustments under the Retail Purchase Agreement for indebtedness.

The Retail Transaction resulted in a gain on sale of the Retail Stores, before income tax, of $ 97.5 million.

The proceeds and related Retail Transaction sale gain may be adjusted in future periods based on provisions of the Retail Purchase Agreement that allow for adjustments of working capital amounts and other miscellaneous items subsequent to transaction closing date of September 30, 2024.

The Retail Transaction includes a long-term agreement whereby Delek will sell to FEMSA certain motor fuel products for use at the Retail Stores.

Pursuant to such agreement, FEMSA is provided with a cost sharing arrangement.

The cost sharing arrangement resulted in a $ 36.0 million obligation.

The associated obligation bears interest and must be fully exhausted after six years from the close of the sale.

The carrying amount of the major classes of assets and liabilities of the Retail Stores included in assets and liabilities of discontinued operations are as follows (in millions):

December 31, 2023

Assets of discontinued operations:

Cash and cash equivalents $ 0.4

Inventories 40.7

Other current assets 0.4

Property, plant and equipment, net 148.9

Operating lease right-of-use assets 26.7

Goodwill 41.9

Other intangibles, net 8.5

Other non-current assets 2.1

Assets of discontinued operations $ 269.6

Liabilities of discontinued operations:

Accrued expenses and other current liabilities $ 6.9

Current portion of operating lease liabilities 4.6

Asset retirement obligations 6.9

Operating lease liabilities, net of current portion 25.5

Other non-current liabilities 1.9

Liabilities of discontinued operations $ 45.8

Once the Retail Stores were identified as assets held for sale, the operations associated with these properties qualified for reporting as discontinued operations.

Accordingly, the operating results, net of tax, from discontinued operations are presented separately in Delek’s consolidated statements of income and the notes to the consolidated financial statements have been adjusted to exclude the discontinued operations.

Components of amounts reflected in income from discontinued operations are as follows (in millions):

December 31, 2024 December 31, 2023 December 31, 2022

Net revenues $ 612.0 $ 882.7 $ 956.9

Cost of material and other ( 498.7 ) ( 719.2 ) ( 796.3 )

Operating expenses ( 81.3 ) ( 102.1 ) ( 98.2 )

General and administrative expenses ( 15.6 ) ( 14.4 ) ( 18.8 )

Depreciation and amortization ( 9.0 ) ( 12.1 ) ( 12.0 )

Other operating income, net 1.0 0.3 0.4

Interest (expense) income, net ( 0.1 ) ( 0.2 ) 0.5

Other income, net 0.1 0.2 0.1

Gain on sale of Retail Stores 97.5 — —

Income from discontinued operations before taxes 105.9 35.2 32.6

Income tax expense 28.7 8.1 7.5

Income from discontinued operations, net of tax $ 77.2 $ 27.1 $ 25.1

Earnings (Loss) Per Share

Basic earnings (loss) per share (or "EPS") is computed by dividing net income (loss) by the weighted average common shares outstanding.

Diluted earnings (loss) per share is computed by dividing net income (loss), as adjusted for changes to income that would result from the assumed settlement of the dilutive equity instruments included in diluted weighted average common shares outstanding, by the diluted weighted average common shares outstanding.

For all periods presented, we have outstanding various equity-based compensation awards that are considered in our diluted EPS calculation (when to do so would be dilutive), and is inclusive of awards disclosed in Note 21 to these consolidated financial statements.

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The following table sets forth the computation of basic and diluted earnings per share.

Year Ended December 31,

Numerator for EPS

Net income (loss) $ 46.7 $ 290.5 $ ( 95.3 )

Income attributed to non-controlling interest 26.9 33.4 33.0

Numerator for basic and diluted EPS attributable to Delek $ 19.8 $ 257.1 $ ( 128.3 )

(In millions, except share and per share data) Year Ended December 31,

Numerator for EPS - continuing operations

Net (loss) income from continuing operations $ ( 598.1 ) $ 19.6 $ 265.4

Income from continuing operations attributed to non-controlling interests 39.5 26.9 33.4

Numerator for basic and diluted EPS from continuing operations attributable to Delek $ ( 637.6 ) $ ( 7.3 ) $ 232.0

Numerator for EPS - discontinued operations

Income from discontinued operations, including gain on sale of discontinued operations $ 105.9 $ 35.2 $ 32.6

Income tax expense 28.7 8.1 7.5

Income from discontinued operations, net of tax $ 77.2 $ 27.1 $ 25.1

Weighted average common shares outstanding (denominator for basic EPS) 63,882,219 65,406,089 70,789,458

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Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 63,882,219 65,406,089 71,516,361

Basic income (loss) per share $ 0.30 $ 3.63 $ ( 1.73 )

Diluted income (loss) per share $ 0.30 $ 3.59 $ ( 1.73 )

Basic (loss) income per share:

(Loss) income from continuing operations $ ( 9.98 ) $ ( 0.11 ) $ 3.28

Income from discontinued operations 1.21 0.41 0.35

Total basic (loss) income per share $ ( 8.77 ) $ 0.30 $ 3.63

Diluted (loss) income per share:

(Loss) income from continuing operations $ ( 9.98 ) $ ( 0.11 ) $ 3.24

Income from discontinued operations 1.21 0.41 0.35

Total diluted (loss) income per share $ ( 8.77 ) $ 0.30 $ 3.59

The following equity instruments were excluded from the diluted weighted average common shares outstanding because their effect would be anti-dilutive:

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The limited partner interests in Delek Logistics not owned by us are reflected in net income attributable to non-controlling interest in the accompanying consolidated statements of income and in non-controlling interest in subsidiaries in the accompanying consolidated balance sheets.

In September 2023, Delek Logistics filed a shelf registration statement, which subsequently became effective, with the SEC for the proposed re-sale or other disposition from time to time by Delek of up to 13.6 million common limited partner units representing our limited partner interests in Delek Logistics.

No units were sold for the year ended December 31, 2023.

We also recorded a redeemable non-controlling interest related to Delek Logistics’ preferred units.

The Delek Logistics' preferred units were redeemed in October 2024.

On August 5, 2024, we amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Logistics under which the Delek Logistics subsidiaries provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to us.

These agreements have an initial term of five to seven years , with the ability to extend for an additional five years at our option.

These transactions are eliminated in consolidation but are reflected as inter-segment transactions between our Refining and Logistics segments.

In addition, we also entered into an assignment agreement with a subsidiary of Delek Logistics to assign the Big Spring Refinery Marketing Agreement to Delek.

As a result of these agreements, we transferred 2,500,000 of our Delek Logistics common units to Delek Logistics to be retired.

We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides us 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 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.

On December 11, 2024, Delek Logistics entered into the Gravity Purchase Agreement to acquire 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC and its related water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $ 301.2 million, subject to customary adjustments for net working capital.

See Note 3 - Acquisitions for additional information.

On September 11, 2024, Delek Logistics completed the H2O Midstream Acquisition, in which it acquired water disposal and recycling operations, in the Midland Basin in Texas for total consideration of $ 229.7 million.

See Note 3 - Acquisitions for additional information.

On June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of Delek Logistics, completed the Delaware Gathering Acquisition related to crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin in New Mexico.

The purchase price was $ 628.3 million.

See Note 3 - Acquisitions for additional information.

Wink to Webster Dropdown

On August 5, 2024, we contributed all of our 50 % investment in HoldCo which includes our 15.6 % indirect interest in the Wink to Webster Pipeline LLC joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics.

Total consideration was comprised of $ 83.9 million (including post-close adjustments) in cash, forgiveness of a $ 60.0 million payable to Delek Logistics and 2,300,000 of Delek Logistics common units.

Prior periods have not been recast in our Segment Data in Note 4, as this asset did not constitute a business in accordance with ASC 805, Business Combinations , and the transaction was accounted for as an acquisition of assets between entities under common control and we did not record a gain or loss.

See Note 8 for further information.

On October 10, 2024, Delek Logistics completed a public offering of its common units in which it sold 4,423,075 common units (including an overallotment option of 576,922 common units) to the underwriters of the offering at a price to the public of $ 39.00 per unit.

The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $ 165.6 million and were used to redeem Delek Logistics’ preferred units outstanding and repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (defined below).

Underwriting discounts totaled $ 6.6 million.

On April 25, 2024, Delek Logistics filed a shelf registration statement with the SEC, which provides the partnership the ability to offer up to $ 500.0 million of its common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and its capital needs.

On March 12, 2024, Delek Logistics completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $ 38.50 per unit.

The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $ 132.2 million and were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (defined below).

Underwriting discounts totaled $ 5.5 million.

As a result of these common unit issuances and our resulting Delek Logistics ownership change, we adjusted additional paid-in capital and equity attributable to Delek Logistics’ non-controlling interest holders to reallocate Delek Logistics' equity among its unitholders.

On November 14, 2022, Delek Logistics entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (the “Manager”) under which we may issue and sell, from time to time, to or through the Manager, as sales agent and/or principal, as applicable, common units representing limited partner interests, having an aggregate offering price of up to $ 100.0 million.

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Underwriting discounts were immaterial.

No common units were sold for the year ended December 31, 2023.

The purchase price was $ 628.3 million.

See Note 3 - Acquisitions for additional information.

On April 14, 2022, Delek Logistics filed a shelf registration statement with the SEC registering, which was declared effective on April 29th, for the potential sale, from time to time by Delek Logistics, of up to $ 200.0 million of common limited partner units of Delek Logistics.

No common units were sold for the years ended December 31, 2024 and 2023.

On December 20, 2021, Delek commenced a program to sell up to 434,590 common limited partner units representing limited partner interests in Delek Logistics over the next three months in open market transactions conducted pursuant to Rule 144 under the Securities Act of 1933, as amended, and a Rule 10b5-1 trading plan.

For the years ended December 31, 2022 and 2021, we sold 385,522 and 49,068 units, respectively, for gross proceeds of $ 16.4 million ($ 13.6 million, net of taxes) and $ 2.1 million ($ 1.7 million, net of taxes).

We have agreements with Delek Logistics that, among other things, establish fees for certain administrative and operational services provided by us and our subsidiaries to Delek Logistics, provide certain indemnification obligations and establish terms for fee-based commercial logistics and marketing services provided by Delek Logistics and its subsidiaries to us.

The revenues and expenses associated with these agreements are eliminated in consolidation.

For the year ended December 31, 2022, we sold 385,522 for gross proceeds of $ 16.4 million ($ 13.6 million, net of taxes).

No common units were sold for the years ended December 31, 2024 and 2023.

Consolidated VIE

Delek Logistics is a VIE, as defined under GAAP, and is consolidated into our consolidated financial statements, representing our logistics segment.

The assets of Delek Logistics can only be used to settle its own obligations and its creditors have no recourse to our assets.

Exclusive of intercompany balances and the marketing agreement intangible asset between Delek Logistics and Delek which are eliminated in consolidation, the Delek Logistics consolidated balance sheets are included in the consolidated balance sheets of Delek.

Exclusive of intercompany balances, and prior to August 5, 2024, the marketing agreement intangible asset between Delek Logistics and Delek which are eliminated in consolidation, the Delek Logistics consolidated balance sheets are included in the consolidated balance sheets of Delek.

The Delek Logistics consolidated balance sheets are presented below (in millions):

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Accounts receivable from related parties 33.3 28.4

Lease receivable - affiliate 22.8 —

Inventory 5.4 2.3

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Intangible assets, net 281.5 343.0

Net lease investment - affiliate 193.1 —

Other non-current assets 10.8 14.2

Total assets $ 2,041.6 $ 1,642.2

LIABILITIES AND DEFICIT

LIABILITIES AND EQUITY (DEFICIT)

Accounts payable $ 41.4 $ 26.3

Accounts payable to related parties — 6.1

Current portion of long-term debt — 30.0

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Accrued expenses and other current liabilities 42.1 27.6

Long-term debt 1,673.8 1,646.6

Long-term debt, net of current portion 1,875.4 1,673.8

Asset retirement obligations 15.6 10.0

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Other non-current liabilities 20.3 21.4

Deficit ( 161.9 ) ( 110.7 )

Total liabilities and deficit $ 1,642.2 $ 1,679.3

Equity (deficit) 35.5 ( 161.9 )

Total liabilities and equity (deficit) $ 2,041.6 $ 1,642.2

Equity Method Investments

Wink to Webster Pipeline

Through our wholly-owned direct subsidiary Delek Energy, we own a 50 % investment in W2W Holdings LLC ("HoldCo") which was formed by us and MPLX Operations LLC ("MPLX") to obtain financing and fund capital calls associated with our collective and contributed interests in the Wink to Webster Pipeline LLC ("WWP") Joint Venture.

The Company has determined that HoldCo is a VIE.

Delek Logistics Investments

On August 1, 2024, Delek purchased an additional 0.6 % indirect investment in Wink to Webster Pipeline LLC ("WWP") for $ 18.6 million, bringing our total indirect ownership in the pipeline joint venture to 15.6 %.

On August 5, 2024, we contributed all of our 50 % investment in W2W Holdings LLC ("HoldCo") which includes our 15.6 % indirect interest in the WWP joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics.

Total consideration was comprised of $ 83.9 million in cash, forgiveness of a $ 60.0 million payable to Delek Logistics and 2,300,000 of Delek Logistics common units.

The transaction was accounted for as an acquisition of assets between entities under common control.

The operating results of HoldCo are now reported in our Logistics segment.

Previously, they were reported as part of Corporate, Other and Eliminations.

HoldCo was originally formed by Delek and MPLX Operations LLC ("MPLX") to obtain financing and fund capital calls associated with our collective and contributed interests in the WWP joint venture.

We had previously determined that HoldCo 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 HoldCo, and no single party has the power to direct the activities that most significantly impact HoldCo's economic performance.

Distributions received from WWP are first applied to service the debt of HoldCo's wholly owned finance LLC, with excess distributions being

made to the HoldCo members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements.

Distributions received from WWP are first applied to service the debt of HoldCo's wholly owned finance LLC, with excess distributions made to the HoldCo members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements.

The obligations of the HoldCo members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.

As of December 31, 2024, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to HoldCo, nor any third-party associated with HoldCo contracted work.

The Company's maximum exposure to any losses incurred by HoldCo is limited to its investment.

On September 30, 2021 WWP made the decision to buy Delek out of the Midland Connector Financing Commitment Agreement which provided an interest-free commitment to fund us up to $ 65.0 million upon completion of a connector to connect the WWP long-haul pipeline to our Midland Gathering System, with repayment over 14 years.

The buy-out totaled $ 27.5 million and represented the estimated incremental cost of capital to fund the $ 65.0 million in expenditures over a 14 -year term, and enabled us to recover approximately $ 18.0 million of capital expenditures that we may not have incurred had it not been for the financing commitment, including approximately $ 6.6 million that was written off.

As a result of the transaction, for the year ended December 31, 2021 we recognized $ 20.9 million of other non-operating income, representing the excess over recognized write-offs.

Delek's maximum exposure to any losses incurred by HoldCo is limited to its investment.

As of December 31, 2024 and December 31, 2023, Delek's HoldCo investment balance totaled $ 86.1 million and $ 51.4 million, respectively.

Delek Logistics Investments

Delek Logistics has a 33 % membership interest in Red River Pipeline Company LLC (“Red River”), which owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas.

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 December 31, 2024 and December 31, 2023, Delek's investment balance in Red River totaled $ 136.5 million and $ 141.1 million, respectively.

In addition to Red River, Delek Logistics has two other pipeline joint ventures in which we own a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P.

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 December 31, 2023 and December 31, 2022, Delek Logistics' investment balance in these joint ventures was $ 100.3 million and $ 107.4 million.

As of December 31, 2024 and December 31, 2023, Delek Logistics' investment balance in these joint ventures was $ 94.6 million and $ 100.3 million, respectively.

Other Investments

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As of December 31, 2024 and December 31, 2023, Delek's investment balance in these joint ventures was $ 75.7 million and $ 67.9 million, respectively.

Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations, excluding merchandise inventory in our retail segment, are stated at the lower of cost determined using the FIFO basis or net realizable value.

Retail merchandise inventory consists of cigarettes, beer, convenience merchandise and food service merchandise and is stated at estimated cost as determined by the retail inventory method.

The following table presents the components of inventory for each period presented:

Summarized Financial Information

Combined summarized financial information for our equity method investees on a 100% basis is shown below (in millions):

As of December 31, 2024 As of December 31, 2023

Current assets $ 147.5 $ 147.5

Non-current assets $ 1,361.2 $ 1,361.2

Current liabilities $ 77.9 $ 77.9

Non-current liabilities $ 485.3 $ 485.3

Year Ended December 31,

2024 2023 2022

Revenues $ 550.0 $ 471.3 $ 441.8

Gross profit $ 255.9 $ 169.7 $ 165.6

Operating income $ 231.4 $ 215.8 $ 147.4

Net income $ 205.0 $ 189.3 $ 130.3

Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost determined using the FIFO 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)

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Refined products and blendstock 243.4 271.8 515.2

Merchandise inventory and other 31.4 — 31.4

Total $ 489.9 $ 403.3 $ 893.2

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Refined products and blendstock 269.3 304.8 574.1

Merchandise inventory and other 29.4 — 29.4

Total $ 519.5 $ 421.7 $ 941.2

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At December 31, 2024, we recorded a pre-tax inventory valuation reserve of $ 0.9 million due to a market price decline below our cost of certain inventory products.

At December 31, 2022, we recorded a pre-tax inventory valuation reserve of $ 11.2 million For the years ended December 31, 2023, 2022 and 2021, we recognized a net reduction (increase) in cost of materials and other in the accompanying consolidated statements of income related to the change in pre-tax inventory valuation of $( 0.4 ) million, $( 1.9 ) million and $( 8.5 ) million, respectively.

At December 31, 2023, we recorded a pre-tax inventory valuation reserve of $ 11.6 million.

For the years ended December 31, 2024, 2023 and 2022, we recognized a net reduction (increase) in cost of materials and other in the accompanying consolidated statements of income related to the change in pre-tax inventory valuation of $ 10.7 million, $( 0.4 ) million and $( 1.9 ) million, respectively.

Inventory Intermediation Obligations

The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement and Supply and Offtake Agreements:

The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement (in millions):

As of December 31, 2024 As of December 31, 2023

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Total obligations under Inventory Intermediation Agreement $ 408.7 $ 407.6

Other (receivable) payable for monthly activity true-up $ ( 9.3 ) $ 5.6

Obligations under Supply and Offtake Agreements

Other (receivable) payable for monthly activity true-up $ — $ ( 34.9 )

Included in the Inventory Intermediation Agreement and Supply and Offtake Agreements are cost of financing associated with the value of the inventory and other periodic charges, which we include in interest expense, net in the consolidated statements of income.

Other payable (receivable) for monthly activity true-up $ 20.2 $ ( 9.3 )

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 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 consolidated statements of income.

The following table summarizes these fees:

The following table summarizes these fees (in millions):

Year Ended December 31,

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Interest expense, net $ 59.7 $ 61.4 $ 23.4

Inventory Intermediation Agreement

On December 22, 2022, Delek entered into the Inventory Intermediation Agreement with Citi in connection with DKTS, an indirect subsidiary of Delek.

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On December 21, 2023, DKTS amended the Inventory Intermediation Agreement to among other things, (i) extend the term of the Inventory Intermediation Agreement from December 30, 2024 to January 31, 2026, (ii) reduce Citi’s unilateral term extension option from a twelve month extension period to a six month extension period and (iii) increase the amount of the payment deferral mechanism from $ 70 million to $ 250 million.

As of December 31, 2023 and 2022, we had letters of credit outstanding of $ 230.0 million and $ 115.0 million, respectively, supporting the Inventory Intermediation Agreement.

Prior to December 30, 2022, Delek had Supply and Offtake Agreements with J.

The Inventory Intermediation Agreement replaced the Supply and Offtake Agreements that expired on December 30, 2022.

As of December 31, 2024 and December 31, 2023, we had letters of credit outstanding of $ 200.0 million and $ 230.0 million, respectively, supporting the Inventory Intermediation Agreement.

The Inventory Intermediation Agreement provides for the lease to Citi of crude oil and refined product storage facilities.

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As of December 31, 2024 and December 31, 2023, the volumes subject to the Inventory Intermediation Agreement totaled 5.5 million barrels and 5.4 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels.

Prior to December 30, 2022, Delek had Supply and Offtake Agreements with J.

The Inventory Intermediation Agreement replaced the Supply and Offtake Agreements that expired on December 30, 2022.

The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by ASC 815 and ASC 825.

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At each reporting period, we record a liability equal to the repurchase obligation to Citi at current market prices.

The repurchase obligations associated with the Base Layer Volumes are reflected as non-current liabilities on our consolidated balance sheet to the extent that they are not contractually due within twelve months.

The remaining obligation resulting from our monthly activity, including long and short inventory positions valued at market-indexed pricing, are included in current liabilities (or receivables) on our consolidated balance sheet.

The repurchase obligations associated with the Base Layer Volumes are reflected as non-current liabilities on our consolidated balance sheets to the extent that they are not contractually due within twelve months.

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 consolidated statements of income.

With respect to the repurchase obligation, we recognized gains attributable to changes in fair value due to commodity-index price totaling $ 71.8 million during the year ended December 31, 2023.

F or the year ended December 31, 2022 there were no gains (losses) recognized due to the change in fair value.

With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in fair value due to commodity-index price totaling $( 7.7 ) million and $ 71.8 million during the years ended December 31, 2024 and 2023, respectively.

Supply & Offtake Agreements

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The Baseline Step-Out Liabilities had a floating component whose fair value reflected changes to commodity price risk with changes in fair value recorded in cost of materials.

For the years ended December 31, 2022 and 2021, we recognized gains in cost of materials and other attributable to changes in fair value due to commodity-index price totaling $ 63.0 million and $ 105.5 million, respectively.

As of December 31, 2022, we had letters of credit outstanding of $ 70.0 million supporting the Supply and Offtake Agreements.

For the year ended December 31, 2022, we recognized gains in cost of materials and other attributable to changes in fair value due to commodity-index price totaling $ 63.0 million.

Long-Term Obligations

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December 31, 2024 December 31, 2023

Delek Revolving Credit Facility $ — $ 450.0

Delek Term Loan Credit Facility $ 931.0 $ 940.5

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Delek Logistics 2028 Notes 400.0 400.0

Delek Logistics 2029 Notes 1,050.0 —

United Community Bank Revolver — 5.0

Principle amount of long-term debt 2,816.4 2,657.3

Unamortized discount and deferred financing costs ( 57.5 ) ( 66.8 )

Total debt, net of unamortized discount and deferred financing costs 2,599.8 3,053.7

Unamortized discount and premium and deferred financing costs 51.2 57.5

Total debt, net of unamortized discount and premium and deferred financing costs 2,765.2 2,599.8

Current portion of long-term debt 9.5 44.5

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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 in an initial principal of $ 950.0 million at a discount of 4.00 %.

On November 18, 2022, Delek entered into an amended and restated term loan credit agreement (the "Delek Term Loan Credit Facility") providing for a senior secured term loan facility with an initial principal of $ 950.0 million at a discount of 4.00 %.

This senior secured facility allows for $ 400.0 million in incremental loans subject to certain restrictions.

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At Delek’s option, borrowings bear interest at either the Adjusted Term Secured Overnight Financing Rate ("SOFR") or base rate as defined by the agreement, plus an applicable margin of 2.50 % per annum with respect to base rate borrowings and 3.50 % per annum with respect to SOFR borrowings.

At December 31, 2023 and December 31, 2022, the weighted average borrowing rate was approximately 8.96 % and 7.92 %;

respectively.

At December 31, 2024 and December 31, 2023, the weighted average borrowing rate was approximately 7.44 % and 8.96 %, respectively.

The effective interest rate was 8.64 % as of December 31, 2024.

Delek Logistics Term Loan Facility

On October 13, 2022, Delek Logistics entered into senior secured term loan with an original principal of $ 300.0 million ("the Delek Logistics Term Loan Facility").

On November 6, 2023, Delek Logistics entered into a First Amendment, a Second Amendment and a Third Amendment to the Delek Logistics Credit Facility (together, the “Amendments”) to extend the maturity of the Delek Logistics Term Loan Facility to April 15, 2025.

In addition, the Amendments added a maturity acceleration clause which will accelerate the maturity of the Delek Logistics Term Loan Facility to 180 days prior to the stated maturity date of the Delek Logistics 2025 Notes if any of the Delek Logistics 2025 Notes remain outstanding on that date.

As of December 31, 2023, the Delek Logistics Term Facility was classified as long-term in the accompanying consolidated balance sheets as Delek Logistics currently has the ability and intent to refinance the 2025 Notes on a long-term basis through available capacity under the Delek Logistics Revolving Facility and other funding sources.

This senior secured facility required four quarterly amortization payments of $ 3.8 million in 2023, requires four quarterly amortization payments of $ 7.5 million in 2024 and one quarterly amortization payment of $ 7.5 million in 2025 with final maturity and principal due on April 15, 2025.

At Delek Logistics' option, borrowings bear interest at either the SOFR or U.S.

On October 13, 2022, Delek Logistics entered into a senior secured term loan with an original principal of $ 300.0 million (the "Delek Logistics Term Loan Facility").

The outstanding principal balance of $ 281.3 million was paid on March 13, 2024 from a portion of the proceeds received from the issuance of the Delek Logistics 2029 Notes as indicated below.

At Delek Logistics' option, borrowings bore interest at either the SOFR or U.S.

dollar prime rate, plus an applicable margin.

The applicable margin is 2.50 % for the first year and 3.00 % for the second year for U.S.

dollar primate rate borrowings.

The applicable margin was 2.50 % for the first year and 3.00 % for the second year for U.S.

dollar prime rate borrowings.

SOFR borrowings include a credit spread adjustment of 0.10 % to 0.25 % plus an applicable margin of 3.50 % for the first year and 4.00 % for the second year.

At December 31, 2023 and December 31, 2022, the weighted average borrowing rate was approximately 9.46 % and 7.92 %, respectively.

The effective interest rate was 9.93 % as of December 31, 2023.

Debt extinguishment costs were $ 2.1 million and are recorded in interest expense, net in the accompanying consolidated statements of income.

Revolving Credit Facilities

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Interest is measured at either the SOFR, base rate, or Canadian dollar bankers’ acceptances rate (“CDOR”), plus an applicable margin of 0.25 % to 0.75 % per annum with respect to base rate borrowings or 1.25 % to 1.75 % per annum with respect to SOFR and CDOR.

As of December 31, 2022, the weighted average interest rate was 5.67 %.

(2) The Delek Logistics Revolving Facility's maturity date will accelerate to 180 days prior to the stated maturity date of the Delek Logistics 2025 Notes if any of the Delek Logistics 2025 Notes remain outstanding on that date.

As of December 31, 2023, the Delek Logistics Revolving Facility was classified as long-term in the accompanying consolidated balance sheets as Delek Logistics currently has the ability and intent to refinance the 2025 Notes on a long-term basis through available capacity under the Delek Logistics Revolving Facility and other funding sources.

(2) Total capacity includes letters of credit up to $ 146.9 million and $ 31.9 million for swing line loans.

1 unchanged sentence

Interest is measured at either the U.S.

dollar prime rate plus an applicable margin of 1.00 % to 2.00 % depending on Delek Logistics’ leverage ratio, or a SOFR rate plus a credit spread adjustment of 0.10 % to 0.25 % and an applicable margin ranging from 2.00 % to 3.00 % depending on the leverage ratio.

As of December 31, 2024 and December 31, 2023, the weighted average interest rate was 7.27 % and 8.46 %, respectively.

1 unchanged sentence

Requires a quarterly fee of 0.25 % per year on the average unused revolving commitment.

The weighted average borrowing rate as of December 31, 2023 and December 31, 2022 was 7.75 % and 6.75 %, respectively.

Delek Logistics Revolving Credit Facility

On November 6, 2023, Delek Logistics entered into the Amendments which among other things:

(i) increased the U.S.

Revolving Credit Commitments (as defined in the Delek Logistics Credit Facility) by an amount equal to $ 150.0 million, resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $ 1.050 billion and (ii) increased the limit allowed for general unsecured debt (as defined in the Delek Logistics Credit Facility) by an amount equal to $ 95.0 million, resulting in an unsecured general debt limit of $ 150.0 million.

The weighted average borrowing rate as of December 31, 2023 was 7.75 %.

There were no outstanding borrowings as of December 31, 2024.

Delek Logistics Revolving Facility

On March 29, 2024, Delek Logistics entered into a fourth amendment to the Delek Logistics Revolving Facility which among other things increased the U.S.

Revolving Credit Commitments (as defined in the Delek Logistics Credit Facility) by an amount equal to $ 100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $ 1,150.0 million.

United Community Bank Revolver

On June 9, 2023, we amended the United Community Bank Revolver to reduce commitments from $ 50.0 million to $ 25.0 million and extended the maturity date to June 30, 2024.

On June 20, 2024, we amended the United Community Bank Revolver to extend the maturity date to June 30, 2026.

Delek Logistics 2029 Notes

In May 2018, Delek Logistics and Finance Corp.

issued general unsecured senior obligations comprised of $ 250.0 million in aggregate principal of 6.75 % senior notes maturing on May 15, 2025 ("the Delek Logistics 2025 Notes").

The Delek Logistics 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics' existing subsidiaries (other than Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of Delek Logistics' future subsidiaries.

Interest is payable semi-annually in arrears on May 15 and November 15.

On March 13, 2024, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp.

(“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $ 650.0 million in aggregate principal amount of the Co-issuers 8.625 % Senior Notes due 2029 (the “Delek Logistics 2029 Notes”), at par, pursuant to an indenture with U.S.

Bank Trust Company, National Association as trustee.

Net proceeds were used to redeem the Delek Logistics 2025 Notes including accrued interest, pay off the Delek Logistics Term Loan Facility including accrued interest and to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

On April 17, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % 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 8.625 % 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 net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

The Delek Logistics 2029 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries other than Finance Corp.

and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries.

The Delek Logistics 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Co-issuers, and senior in right of payment to any future subordinated indebtedness of the Co-issuers.

Delek Logistics recorded $ 17.5 million of debt issuance costs and will be amortized over the term of the Delek Logistics 2029 Notes and included in interest expense, net in the consolidated statements of income.

The premium recognized for the Additional 2029 Notes was $ 9.0 million and will be amortized over the term of the Delek Logistics 2029 Notes and included in interest expense, net in the consolidated statements of income.

The Delek Logistics 2029 Notes will mature on March 15, 2029, and interest is payable semi-annually in arrears on each March 15 and September 15.

As of December 31, 2024, the effective interest rate was 8.82 %.

All of the Delek Logistics 2025 Notes are currently redeemable, subject to certain conditions and limitations, at a redemption price of 100.00 % of the redeemed principal for the twelve-month period beginning on May 15, 2023 and thereafter, plus accrued and unpaid interest, if any.

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 Issuers will be obligated to make an offer for the purchase of the Delek Logistics 2025 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

At any time prior to March 15, 2026, the Co-issuers may redeem up to 35 % of the aggregate principal amount of the Delek Logistics 2029 Notes with the net cash proceeds of one or more equity offerings by Delek Logistics at a redemption price of 108.625 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

Prior to March 15, 2026, the Co-issuers may also redeem all or part of the Delek Logistics 2029 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 March 15, 2026, the Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 2029 Notes, at a redemption price of 104.313 % of the redeemed principal for the twelve-month period beginning on March 15, 2026, 102.156 % for the twelve-month period beginning on March 15, 2027, and 100.00 % beginning on March 15, 2028 and thereafter, plus accrued and unpaid interest, if any.

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 obligated to make an offer for the purchase of the Delek Logistics 2029 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

Delek Logistics 2028 Notes

4 unchanged sentences

As of December 31, 2024, the effective interest rate was 7.38 %.

At any time prior to June 1, 2024, the Co-issuers may redeem up to 35 % of the aggregate principal amount of the Delek Logistics 2028 Notes with the net cash proceeds of one or more equity offerings by Delek Logistics at a redemption price of 107.125 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

Prior to June 1, 2024, the Co-issuers may also redeem all or part of the Delek Logistics 2028 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, 2024, the Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 2028 Notes, at a redemption price of 103.563 % of the redeemed principal for the twelve-month period beginning on June 1, 2024, 101.781 % for the twelve-month period beginning on June 1, 2025, and 100.00 % beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.

Beginning on June 1, 2025, the Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 2028 Notes, at a redemption price of 101.781 % for the twelve-month period beginning on June 1, 2025, and 100.00 % beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.

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 obligated to make an offer for the purchase of the Delek Logistics 2028 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

Delek Logistics 2025 Notes

In May 2018, Delek Logistics and Finance Corp.

issued general unsecured senior obligations comprised of $ 250.0 million in aggregate principal of 6.75 % senior notes maturing on May 15, 2025 ("the Delek Logistics 2025 Notes").

Concurrent with the issuance of the Delek Logistics 2029 Notes, Delek Logistics made a cash tender offer (the "Offer") for all of the outstanding Delek Logistic 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer.

Delek Logistics received tenders from holders of approximately $ 156.2 million in aggregate principal amount.

All the remaining Delek Logistic 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption.

Debt extinguishment costs were $ 1.5 million and are recorded in interest expense, net in the accompanying consolidated statements of income.

Guarantees Under Revolver and Term Facilities

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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 and Term Loan Facility are secured by first priority liens on substantially all of Delek Logistics' tangible and intangible assets.

The obligations under the Delek Logistics Revolving Facility are secured by first priority liens on substantially all of Delek Logistics' tangible and intangible assets.

Restrictive Terms and Covenants

7 unchanged sentences

Year Ended December 31, Total

Thereafter 893.0

Total $ 2,816.4

12 unchanged sentences

Because these derivatives are entered into to achieve objectives specifically related to our inventory and production risks, such gains and losses (to the extent not designated as accounting hedges and recognized on an unrealized basis in other comprehensive income) are recognized in cost of materials and other.

On August 20, 2024, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility.

The aggregate notional amount under this agreement covers $ 500.0 million of the outstanding principal throughout the duration of the interest rate swap.

Because this swap was entered into to achieve objectives specifically related to our interest expense, such gains and losses are recognized in interest expense, net on the 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.

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Other current liabilities 5.4 ( 5.4 ) — ( 0.8 )

Commodity derivatives (1)

Other long-term assets — — 1.1 ( 0.8 )

RINs commitment contracts (2)

2 unchanged sentences

Other current liabilities — ( 5.6 ) — ( 3.1 )

Interest rate swap derivatives Other current assets 3.5 — — —

Interest rate swap derivatives Other long-term liabilities 4.8 ( 5.1 ) — —

Total gross fair value of derivatives 33.5 ( 38.1 ) 6.6 ( 11.0 )

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(1) As of December 31, 2024 and December 31, 2023, we had open derivative positions representing 18,471,700 and 55,336,870 barrels, respectively, of crude oil and refined petroleum products.

Additionally, as of December 31, 2022, we had open derivative positions representing 2,310,000 million British Thermal Units ("MMBTU"), respectively, of natural gas products.

Additionally, as of December 31, 2024, we had open derivative positions representing 1,495,000 million British Thermal Units ("MMBTU") of natural gas products.

We had no open derivative positions of natural gas products as of December 31, 2023.

4 unchanged sentences

2024 2023 2022

Gains (losses) on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1)

Losses on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1)

$ ( 9.4 ) $ ( 68.6 ) $ ( 38.0 )

Gains (losses) on non-trading physical forward contract commodity derivatives in cost of materials and other ( 2.4 ) 9.0 ( 6.6 )

Gains on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2)

(Losses) gains on non-trading physical forward contract commodity derivatives in cost of materials and other — ( 2.4 ) 9.0

Losses on hedging derivatives not designated as hedging instruments recognized in operating expenses — — ( 1.7 )

Realized gains reclassified out of accumulated other comprehensive income and into cost of materials and other on commodity derivatives designated as cash flow hedging instruments — — 0.2

Total gains (losses) $ ( 71.0 ) $ ( 30.7 ) $ 31.3

(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized (losses) gains of $( 15.3 ) million , $( 15.4 ) million and $ 7.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Total losses $ ( 3.4 ) $ ( 71.0 ) $ ( 30.7 )

(1) Losses on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $( 1.4 ) million, $( 15.3 ) million and $( 15.4 ) million for the years ended December 31, 2024, 2023 , and 2022 , respectively.

(2) Gains on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized gains of $ 3.2 million for the year ended December 31, 2024.

There were no unrealized gains (losses) on interest rate derivatives that are economic hedges, but not designated as hedging instruments for the years ended December 31, 2023 , and 2022 , respectively.

(3) See separate table below for disclosures about "trading derivatives".

Total gains (losses) on our trading derivatives (none of which were designated as hedging instruments) recorded in other operating (income) expense, net on the consolidated statements of income are as follows (in millions):

Total gains (losses) on our trading derivatives (none of which were designated as hedging instruments) recorded in other operating income, net on the consolidated statements of income are as follows (in millions):

Year Ended December 31,

1 unchanged sentence

Trading Physical Forward Contract Commodity Derivatives

Realized gains $ 8.3 $ 16.1 $ 6.5

Realized (losses) gains $ ( 0.1 ) $ 8.3 $ 16.1

Unrealized gains (losses) — 0.2 ( 0.4 )

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These RINs commitment contracts (which are forward contracts accounted for as derivatives – see Note 12) are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service.

Our environmental credits obligation includes the Consolidated Net RINs Obligation, as well as other environmental credit obligation positions subject to fair value accounting pursuant to our accounting policy (see Note 2).

Our interest rate swap is 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.

The environmental credits obligation is categorized as Level 2, if measured at fair value 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 consolidated statements of income.

With respect to our Consolidated Net RINs Obligation, we recognized losses on changes in fair value totaling $( 1.8 ) million and $( 61.2 ) million for the years ended December 31, 2023 and 2022, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of each quarter.

For the year ended December 31, 2021, we recognized gains (losses) on changes in fair value totaling $( 44.5 ) million, which was attributable to changes in estimated volume requirements related to the 2021 RINs Obligation to reflect the December 2021 Proposed EPA Rule (where a rule regarding 2021 requirements had not been previously enacted) as well as to quarterly changes in the market prices of the underlying credits.

As of and for the years ended December 31, 2023 and 2022, we elected to account for our Inventory Intermediation step-out liability and our J.

With respect to our Consolidated Net RINs Obligation, we recognized gains (losses) of $ 1.1 million, $( 1.8 ) million and $( 61.2 ) million on changes in fair value for the years ended December 31, 2024, 2023 and 2022, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of each quarter.

We elected to account for our Inventory Intermediation step-out liability and our J.

Aron 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 and the amended and restated Supply and Offtake Agreements, we apply fair value measurement as follows:

With respect to the Inventory Intermediation Agreement and the amended and restated Supply and Offtake 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.

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The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 399.1 million, respectively, as of December 31, 2024, and $ 400.0 million and $ 380.4 million, respectively, at December 31, 2023.

Also, the fair value of the Delek Logistics 2029 Notes is measured based on quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 1,050.0 million and $ 1,086.9 million, respectively, as of December 31, 2024.

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.

3 unchanged sentences

Commodity derivatives $ — $ 24.9 $ — $ 24.9

Interest rate swap derivatives — 8.3 — 8.3

RINs commitment contracts — 0.3 — 0.3

1 unchanged sentence

Commodity derivatives — ( 27.4 ) — ( 27.4 )

Interest rate swap derivatives — ( 5.1 ) — ( 5.1 )

RINs commitment contracts — ( 5.6 ) — ( 5.6 )

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Commodity derivatives $ — $ 6.6 $ — $ 6.6

RINs commitment contracts — 9.7 — 9.7

Total assets — 6.6 — 6.6

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Non-Recurring Fair Value Measurements

The Delaware Gathering 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 H2O Midstream 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.

During the year ended December 31, 2024, we recorded an impairment for our three biodiesel facilities.

Our estimate of the fair value of the impaired long-lived assets were primarily based on the expectation that these assets are unlikely to generate future cash flows either through continued operation or through proceeds from the sale of the assets and thus they were written down to $ 0.5 million, which is the estimated fair value of the land.

See Note 20 for further information.

During the year ended December 31, 2023, we recognized goodwill impairment based on fair value measurements utilized during our goodwill impairment testing.

During the years ended December 31, 2024 and 2023, we recognized goodwill impairment based on fair value measurements utilized during our goodwill impairment testing.

The fair value measurements were based on a combination of valuation methods including discounted cash flows, the guideline public company and guideline transaction methods, all of which are Level 3 inputs.

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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.

Included in our environmental liabilities as of both December 31, 2023 and December 31, 2022 is a liability totaling $ 78.5 million related to a property that we have historically operated as an asphalt and marine fuel terminal both as an owner and, subsequently, as a lessee under an in-substance lease agreement (the “License Agreement”).

The License Agreement, which provided us the license to continue operating our asphalt and marine fuel terminal operations on the property for a term of ten years and expired in June 2020, also ascribed a contractual noncontingent indemnification guarantee to certain of our wholly-owned subsidiaries related to certain incremental environmental remediation activities, predicated on the completion of certain property development activities ascribed to the lessor.

Our combined liability, comprised of our environmental liability plus the estimated fair value of the noncontingent guarantee liability, was recorded in connection with the Delek/Alon Merger, effective July 1, 2017.

While the License Agreement expired in June 2020, it is currently being disputed in litigation where we have determined that no loss accrual is necessary and that the amount of incremental loss that is reasonably possible is immaterial as of December 31, 2023.

Such ongoing dispute causes sufficient uncertainty around the release of risk and the appropriate joint and several liability allocations thereunder that we cannot currently determine a more reasonable estimate of the potential total contingent liability that is probable, nor do we have sufficient information to better estimate the fair value of any remaining noncontingent guarantee liability.

As such, as of December 31, 2023 and December 31, 2022, except for accretion and expenditures, our combined environmental liability related to the terminal and property remained unchanged.

On June 27, 2024, we settled a dispute that was in litigation related to a property that we historically operated as an asphalt and marine fuel terminal both as an owner and, subsequently, as a lessee under an in-substance lease agreement (the “License Agreement”).

The settlement included the purchase of the property for $ 10.0 million and $ 42.0 million for settlement of the litigation for a total of $ 52.0 million.

The total settlement was comprised of $ 24.0 million of cash paid at closing and a promissory note for $ 28.0 million to be paid in three equal installments of $ 9.3 million on each of April 1, 2025, April 1, 2026 and April 1, 2027, plus accrued interest.

The settlement charge is recorded in other operating income, net in the consolidated statements of income.

As a result of the termination of the License Agreement, we are no longer obligated to remove equipment from the property for certain development activities and as a result we have reversed the $ 17.9 million asset retirement obligation recorded in connection with the Delek/Alon Merger, effective July 1, 2017, since we own the property and intend to operate the property as an asphalt and marine fuel terminal and there was no remaining basis in the equipment.

Additionally, as a result of the settlement, we reduced the non-contingent guarantee and environmental liability to $ 1.0 million since our risk of a contingent guarantee was eliminated and determined it appropriate to retain an accrual based on what we can reasonably estimate as the cost of the initial steps once operations cease or a cleanup is ordered.

Total net gain from the property settlement was $ 53.4 million and is recorded in other operating income, net in the consolidated statements of income.

Environmental liabilities with payments that are fixed or reliably determinable have been discounted to present value at various rates depending on their expected payment stream.

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Such adjustments may also require communication with the EPA if they involve reportable non-compliance which could lead to the assessment of penalties.

Based on management’s review completed during the second quarter 2021, we recorded a RINs inventory true-up adjustment totaling $( 12.3 ) million which increased our recorded RINs Obligation.

We have also self-reported our related instances of non-compliance to the EPA, and while we cannot yet estimate the extent of penalties that may be assessed, it is not expected to be material in relation to our total RINs Obligation.

In June 2022, the EPA finalized volumes for compliance years 2021 and 2022 under the RFS program, announced supplemental volume obligations for compliance years 2022 and 2023 and established new provisions of the RFS which addressed bio-intermediates.

In June 2022, the EPA finalized volumes for 2022 under the RFS program, announced supplemental volume obligations for compliance years 2022 and 2023 and established new provisions of the RFS which addressed bio-intermediates.

Additionally, the EPA denied the petitions for small refinery exemptions for prior period compliance years.

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Contrary to initial assessments, and despite occurring during the early stages of turnaround activity, the facility did suffer operational disruptions as a result of the fire.

During the year ended December 31, 2021, we incurred workers' compensation losses of $ 3.8 million associated with the fire and accrued an additional $ 4.0 million for litigation, claims and assessments associated with the fire and in excess of insurance coverage, which are included in operating expenses in the consolidated statements of income.

Additionally, we recognized accelerated depreciation of $ 1.0 million due to property damaged in the fire, which was recovered during 2021.

An additional $ 7.4 million was recognized as a gain, in excess of these losses, during the year ended December 31, 2021.

No expense was recorded related to the El Dorado refinery fire during the year ended December 31, 2022.

During the year ended December 31, 2023, we recorded an additional $ 8.7 million for litigation, claims and assessments associated with the fire and are in excess of insurance coverage, which are included in operating expenses in the consolidated statements of income.

In October 2023, we entered into a settlement agreement with six employees who were injured in the fire.

In October 2023, we entered into a settlement

agreement with six employees who were injured in the fire.

Net impact to us after considering insurance coverage is approximately $ 10.0 million.

In addition, during the years ended December 31, 2023, 2022 and 2021, we recognized a gain of $ 1.1 million, $ 9.1 million and $ 8.8 million, respectively, related to business interruption claims.

Such gain is included in insurance proceeds in the consolidated statements of income.

Insurance proceeds and other recoveries of $ 20.7 million was recognized as a gain, in excess of property damage losses during the year ended December 31, 2024.

No insurance proceeds and other recoveries were recorded during the years ended December 31, 2023 and 2022.

Such gain is included in insurance proceeds and other operating income, net in the consolidated statements of income.

In addition, during the years ended December 31, 2023 and 2022, we recognized a gain of $ 1.1 million and $ 9.1 million, respectively, related to business interruption claims.

No business interruption claims were recorded for the year ended December 31, 2024.

Such gains are included in insurance proceeds in the consolidated statements of income.

An additional $ 10.6 million of other recoveries was recognized as a gain, related to business interruption claims, during the year ended December 31, 2024.

Such gain are included in other operating income, net in the consolidated statements of income.

If applicable, we accrue receivables for probable insurance or other third-party recoveries.

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We recognized accelerated depreciation in 2022 due to property damaged in the fire, which was recovered during the year ended December 31, 2023.

An additional $ 6.5 million was recognized as a gain, in excess of these losses, during the year ended December 31, 2023.

An additional $ 7.4 million and $ 6.5 million was recognized as a gain, in excess of these losses, during the years ended December 31, 2024 and 2023, respectively.

This gain is included in insurance proceeds in the consolidated statements of income.

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Due to the extreme freezing conditions, we experienced reduced throughputs at our refineries as there was a disruption in the crude supply, as well as damages to various units at our refineries requiring additional operating and capital expenditures.

We recognized additional operating expenses in the amount of $ 17.5 million during the year ended December 31, 2021 due to property damaged in the freeze which was recovered during 2021.

An additional $ 3.8 million and $ 5.0 million was recognized as a gain, in excess of these losses during the year ended December 31, 2023 and 2021, respectively.

In addition, during the years ended December 31, 2023, 2022 and 2021, we also recognized a gain of $ 8.9 million, $ 22.0 million and $ 1.1 million, respectively, related to business interruption claims.

Such gain is included in insurance proceeds in the consolidated statements of income.

We recognized $ 1.0 million, $ 3.8 million and $ 0.1 million as a gain, in excess of these losses during the years ended December 31, 2024, 2023 and 2022, respectively.

In addition, during the years ended December 31, 2023 and 2022, we also recognized a gain of $ 8.9 million and $ 22.0 million, respectively, related to business interruption claims.

No business interruption claims were recognized during the year ended December 31, 2024.

Such gains are included in insurance proceeds in the consolidated statements of income.

If applicable, we accrue receivables for probable insurance or other third-party recoveries.

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Beginning balance $ 36.4 $ 35.1

Liabilities identified — 2.3

Liabilities settled — ( 0.1 )

Liabilities acquired 4.9 —

Revision in estimated cash flows ( 18.1 ) —

Accretion expense 1.5 1.3

1 unchanged sentence

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of Delek's deferred tax assets (liabilities) reported in the accompanying consolidated financial statements as of December 31, 2023 and 2022 were as follows (in millions):

Significant components of Delek's continuing operations deferred tax assets (liabilities) reported in the accompanying consolidated financial statements as of December 31, 2024 and 2023 were as follows (in millions):

Non-Current Deferred Taxes:

12 unchanged sentences

Inventories 1.0 2.7

Other ( 3.8 ) —

Total deferred tax assets 321.0 314.9

2 unchanged sentences

$ ( 214.8 ) $ ( 264.1 )

(1) Total net deferred tax liabilities includes $ 4.1 million of state deferred tax assets recorded in other non-current assets in our consolidated balance sheet at December 31, 2022 and none for December 31, 2023.

The difference between the actual income tax expense and the tax expense computed by applying the statutory federal income tax rate to income was attributable to the following (in millions):

6 unchanged sentences

( 4.7 ) ( 9.6 ) ( 6.9 )

Non-deductible goodwill 44.6 — —

Changes in valuation allowance 3.2 10.3 14.0

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We also carry valuation allowances related to basis differences that may not be recoverable.

During the years ended December 31, 2023 and 2022, we recorded an increase to the valuation allowance of $ 10.3 million and $ 14.0 million, respectively.

The 2023 increase in the valuation allowance was primarily driven by changes in state attributes, whereas in 2022 the increase in the valuation allowance was primarily driven by changes in state attributes due to a legal entity restructuring that occurred during the fourth quarter of 2022.

During the years ended December

31, 2024 and 2023, we recorded an increase to the valuation allowance of $ 3.2 million and $ 10.3 million, respectively.

The 2024 and 2023 increase in the valuation allowance was primarily driven by changes in state attributes.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

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federal income tax examinations through the tax year ended December 31, 2016 as of December 31, 2024.

On January 18, 2023, the Company received notice that the Congressional Joint Committee has completed its consideration of both Delek and Alon's income tax returns for 2016-2020 with no material adjustments identified.

On February 13, 2024, the Company received notice that the Congressional Joint Committee has completed its consideration of both Delek and Alon's income tax returns for 2015-2020 with no material adjustments identified, this includes the Alon June 30, 2017 tax return.

Alon USA Partners, LP is currently under audit by the IRS for tax year 2019.

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The amount of the unrecognized benefit above, that if recognized would change the effective tax rate, is $ 6.0 million and $ 6.1 million as of December 31, 2024 and 2023, respectively.

The Company expects $ 4.0 million of the 2023 ending reserve to no longer be uncertain and rolled out of the reserve within the next twelve months.

The Company expects none of the 2024 ending reserve to no longer be uncertain and rolled out of the reserve within the next twelve months.

Delek recognizes accrued interest and penalties related to unrecognized tax benefits as an adjustment to the current provision for income taxes.

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$ 200.9 $ 197.5 $ 117.4

(1) Consists primarily of asphalt sales which are recorded in corporate, other and eliminations segment.

(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.

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired and is not amortized.

Delek performs an annual assessment of whether goodwill retains its value.

This assessment is done more frequently if indicators of potential impairment exist.

We performed our annual goodwill impairment review in the fourth quarter of 2024, 2023 and 2022.

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The market approach involves significant judgment, including selection of an appropriate peer group, selection of valuation multiples, and determination of the appropriate weighting in our valuation model.

With respect to the goodwill associated with the reporting units within the logistics segment, we performed a quantitative assessment for our Delaware Gathering reporting unit and a qualitative assessment for our other reporting units.

With respect to the goodwill associated with the reporting units within the logistics segment, we performed a qualitative assessment in 2024 and 2022.

For 2023, we performed a quantitative assessment on the Delaware Gathering reporting unit and a qualitative assessment for our other reporting units.

Our 2023 testing of goodwill did not identify any impairments other than our Delaware Gathering reporting unit, which reported a goodwill impairment charge of $ 14.8 million.

The impairment was primarily driven by the significant increases in interest rates and timing of system connections with our producer customers.

We performed a qualitative assessment in 2022 and 2021 for the reporting units within the logistics segment.

With respect to the goodwill associated with the reporting units within the refining and retail segments, we performed a qualitative assessment in 2023 and 2022 and a quantitative assessment in 2021.

For the year ended December 31, 2023, the annual impairment review resulted in an impairment charge of $ 14.8 million, which is included in asset impairment in the consolidated statements of income.

For the years ended December 31, 2022 and 2021, there was no goodwill impairment charge.

With respect to the goodwill associated with the reporting units within the refining segment, we performed a quantitative assessment in 2024 and a qualitative assessment in 2023 and 2022.

Our 2024 testing of goodwill did not identify any impairments other than our Krotz Springs reporting unit, which reported a goodwill impairment charge of $ 212.2 million.

The impairment was primarily driven by depressed crack spread pricing in the near term combined with an increased discount rate.

For the years ended December 31, 2024 and 2023, the annual impairment review resulted in an impairment charge of $ 212.2 million and $ 14.8 million, respectively, which is included in asset impairment in the consolidated statements of income.

For the year ended December 31, 2022, there was no goodwill impairment charge.

A summary of our goodwill by segment is as follows (in millions):

Refining Logistics Retail Corporate, Other and Eliminations Total

Refining Logistics Corporate, Other and Eliminations Total

Gross goodwill balance $ 801.3 $ 27.0 $ — $ 828.3

1 unchanged sentence

Balance, December 31, 2022 675.3 27.0 — 702.3

Acquisition — 14.8 — — 14.8

Write-off goodwill associated with stores sold — — ( 0.2 ) — ( 0.2 )

Goodwill Impairment — ( 14.8 ) — ( 14.8 )

Gross goodwill balance 801.3 27.0 — 828.3

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Intangible Assets subject to amortization:

Supply contract 5 years $ 4.8 $ ( 0.3 ) $ 4.5 $ — $ — $ —

Third-party fuel supply agreement 10 years 49.0 ( 36.7 ) 12.3 49.0 ( 31.8 ) 17.2

Fuel trade name 5 years 4.0 ( 4.0 ) — 4.0 ( 4.0 ) —

Rights-of-way 8 - 35 years

1 unchanged sentence

Customer relationships 11 - 13.4 years

234.2 ( 47.3 ) 186.9 210.0 ( 28.7 ) 181.3

Intangible assets not subject to amortization:

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Line space history Indefinite 12.0 12.0 12.0 12.0

Liquor licenses Indefinite 8.5 8.5 8.5 8.5

Refinery permits Indefinite 2.1 2.1 2.1 2.1

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Pipelines and terminals 1,454.1 1,224.8

Retail store equipment and site improvements 96.5 77.8

Refinery turnaround costs 526.6 538.8

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Prepaid expenses $ 69.2 $ 47.4

Short-term derivative assets (see Note 12)

Income and other tax receivables 6.7 15.5

Investment commodities — 4.0

Short-term derivative assets (see Note 11)

Other 0.8 9.6

2 unchanged sentences

Accrued Expenses and Other Current Liabilities December 31, 2024 December 31, 2023

Product financing agreements $ 224.2 $ 258.0

Crude purchase liabilities $ 193.9 $ 190.7

Product financing agreements 185.9 224.2

Income and other taxes payable 101.1 163.2

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The recorded costs include an accrual of $ 10.4 million and $ 0.9 million as of December 31, 2024 and December 31, 2023, respectively.

During the fourth quarter of 2023, Delek determined that leased crude oil tanks in Canada were not needed to support the future growth of its business.

During the year ended December 31, 2024, we made the decision to idle the Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi biodiesel facilities, while exploring viable and sustainable alternatives.

Those alternatives could include restarting if market conditions improve, marketing for sale or permanently closing any of the facilities.

Our decision to idle these facilities was driven by the decline in the overall biodiesel market and aligns with our continued operational and cost optimization efforts.

As a result, we conducted an evaluation of impairment and based on our review we recorded a $ 22.1 million impairment which included property, plant and equipment and right of use assets.

In addition, $ 0.4 million of severance and benefit expenses were recognized in the year ended December 31, 2024.

During the year ended December 31, 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives.

As a result, we recognized a loss of $ 14.1 million in the year ended December 31, 2024, which is recorded in other operating income, net in the consolidated statements of income.

In addition, we recognized impairment charges totaling $ 9.2 million related to certain pipeline assets because it's no longer probable these assets will be utilized.

During the year ended December 31, 2024, we recorded a bonus accrual and equity based compensation for certain employees, including executives, determined to be key to our planned go-forward operations and achievement of certain corporate and strategic milestones provided that they remain through various requisite service periods for a total of $ 12.3 million of which $ 8.3 million is recorded in general and administrative expenses and $ 4.0 million is recorded in operating expenses in the consolidated statements of income.

During the year ended December 31, 2023, Delek determined that leased crude oil tanks in Canada were not needed to support the future growth of its business.

The exit of these leased crude oil tanks are intended to align with our continued operational and cost optimization efforts.

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The detail of restructuring costs is as follows (in millions):

(In millions) Year Ended December 31, 2023

Type of Costs Statement of Income Location Refining Logistics Retail Corporate,

Year Ended December 31, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees, severance costs, bonus expense and equity based compensation General and administrative expenses $ — $ — $ 13.0 $ 13.0

Severance costs and bonus expense Operating expenses 0.4 — 4.0 4.4

Impairment Asset impairment 22.1 — 9.2 31.3

Asset write-off Other operating income, net 14.1 — — 14.1

Total $ 36.6 $ — $ 26.2 $ 62.8

Year Ended December 31, 2023

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees and severance costs General and administrative expenses $ 0.3 $ 0.4 $ 12.8 $ 13.5

2 unchanged sentences

Total $ 1.5 $ 0.4 $ 35.9 $ 37.8

(In millions) Year Ended December 31, 2022

Type of Costs Statement of Income Location Refining Logistics Retail Corporate,

Year Ended December 31, 2022

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

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Second Amended and Restated 2005 Incentive Compensation Plan (the “Alon 2005 Plan” and, collectively with the 2006 Plan and the 2016 Plan, the "Incentive Plans") as a component of its overall executive incentive compensation program.

The Alon 2005 Plan permits the granting of awards to Alon's officers and key employees in the form of options to purchase common stock, SARs, restricted shares of common stock, RSUs, performance shares, performance units and senior executive plan bonuses.

The Alon 2005 Plan permitted the granting of awards to Alon's officers and key employees in the form of options to purchase common stock, SARs, restricted shares of common stock, RSUs, performance shares, performance units and senior executive plan bonuses.

Effective with the Delek/Alon Merger, all contractually unvested share-based awards were converted into share-based awards denominated in Delek common stock.

1 unchanged sentence

The Alon 2005 Plan was terminated June 4, 2021.

Option and SAR Assumptions

The table below provides the fair value assumptions for our outstanding stock options and SARs under the Incentive Plans.

For all awards granted, we calculated volatility using historical and implied volatility of a peer group of public companies using weekly stock prices.

(Graded Vesting - 2 years)

Expected volatility 61.59 %

Dividend yield 3.70 %

Expected term 5.75 years

Risk free rate 4.03 %

Fair value per share $ 11.66

Stock Option and SAR Activity

9 unchanged sentences

Options and SARs outstanding, December 31, 2023 1,216,115 $ 35.14

Granted 230,000 $ 26.50

Exercised ( 33,150 ) $ 25.81

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The number of PRSUs that will ultimately vest is based on the Company's total shareholder return over the performance period.

The grant date fair value of PRSUs is determined using a Monte-Carlo simulation model.

The grant date fair value of PRSUs for market-based awards is determined using a Monte-Carlo simulation model.

We record compensation expense for these awards based on the grant date fair value of the award, recognized ratably over the measurement period.

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57.61 % - 64.46 %

74.11 % - 77.89 %

Expected term 2.81 years

1.81 - 2.81 years

2.56 - 2.81 years

Risk free rate 4.25 %

4.32 % - 4.60 %

1.84 % - 3.12 %

Fair value per share $ 35.69 $ 24.95 $ 35.03

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Compensation Expense Related to Equity-based Awards Granted Under the Incentive Plans

Compensation expense for Delek equity-based awards amounted to $ 24.1 million, $ 26.8 million and $ 23.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

These amounts are included in general and administrative expenses and operating expenses in the accompanying consolidated statements of income.

We recognized income tax (benefit) expense for equity-based awards of $( 2.0 ) million, $ 0.9 million and $ 1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Compensation expense for Delek equity-based awards amounted to $ 27.8 million, $ 23.9 million and $ 26.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in general and administrative expenses and operating expenses in the accompanying consolidated statements of income.

These amounts exclude amounts related to discontinued operations of $ 1.6 million, $ 0.2 million and $ 0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively We recognized income tax (benefit) expense for equity-based awards of $( 3.1 ) million, $( 2.0 ) million and $ 0.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, there was $ 38.3 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.4 years.

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During the years December 31, 2024, 2023 and 2022, respectively, we issued net shares of common stock of 589,300 , 450,123 and 457,405 as a result of exercised or vested equity-based awards.

These amounts are net of 223,645 , 463,677 and 196,451 shares, respectively, withheld to satisfy employee tax obligations related to the exercises and vesting for the years ended December 31, 2023, 2022 and 2021.

Delek paid approximately $ 4.5 million, $ 6.5 million and $ 4.2 million of taxes in connection with the settlement of

these awards for the years ended December 31, 2023, 2022 and 2021.

These amounts are net of 256,865 , 223,645 and 463,677 shares, respectively, withheld to satisfy employee tax obligations related to the exercises and vesting for the years ended December

31, 2024, 2023 and 2022.

Delek paid approximately $ 5.5 million, $ 4.5 million and $ 6.5 million, respectively, of taxes in connection with the settlement of these awards for the years ended December 31, 2024, 2023 and 2022.

We issue new shares of common stock upon exercise or vesting of share-based awards.

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May 2, 2024 $ 0.250 May 17, 2024 May 24, 2024

August 4, 2023 $ 0.235 August 14, 2023 August 21, 2023

November 1, 2023 $ 0.240 November 13, 2023 November 20, 2023

July 31, 2024 $ 0.255 August 12, 2024 August 19, 2024

October 30, 2024 $ 0.255 November 12, 2024 November 18, 2024

February 18, 2025 $ 0.255 March 3, 2025 March 10, 2025

Stock Repurchase Program

On November 6, 2018, our Board of Directors authorized a share repurchase program for up to $ 500.0 million of Delek common stock.

Any share repurchases under the repurchase program may be implemented through open market transactions or in privately negotiated transactions, in accordance with applicable securities laws.

The timing, price and size of repurchases are made at the discretion of management and will depend on prevailing market prices, general economic and market conditions and other considerations.

On August 1, 2022, the Board of Directors approved an approximately $ 170.3 million increase in its share repurchase authorization, bringing the total amount available for repurchases under current authorizations to $ 400.0 million.

Our Board of Directors has authorized a share repurchase program under which repurchases of Delek common stock may be executed through open market transactions or privately negotiated transactions, in accordance with applicable securities laws.

The timing, price and size of repurchases are made at the discretion of management and will depend on prevailing share prices, general economic and market conditions and other considerations.

On September 3, 2024, the Board of Directors approved a $ 400.0 million increase in the share repurchase authorization.

The authorization has no expiration date.

During the years ended December 31, 2024 and 2023, 2,168,196 and 3,562,767 shares, respectively, of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 41.5 million and $ 85.4 million, respectively.

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Under the terms of the Icahn Group Agreement, the Icahn Group withdrew its notice of nomination for members of the Company’s board of directors at the Company’s 2022 annual meeting of stockholders.

Under the terms of the Icahn Group Agreement, the Icahn Group agreed to standstill restrictions which require, among other things, that until the completion of the Company’s 2023 annual meeting of stockholders, the Icahn Group will refrain from acquiring additional shares of the Company Common Stock.

As of December 31, 2023, operations, maintenance and warehouse hourly employees along with truck drivers at the Tyler refinery were represented by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union and its Local 202.

Of the Tyler refinery employees, 57.5 % of operations, maintenance and warehouse hourly employees are currently covered by a collective bargaining agreement that expires January 31, 2028 while 11.7 % of Tyler employees that are truck drivers are currently covered by a collective bargaining agreement that expires November 3, 2024.

Under the terms of the Icahn Group Agreement, the Icahn Group agreed to standstill restrictions which required, among other things, that until the completion of the Company’s 2023 annual meeting of stockholders, the Icahn Group would refrain from acquiring additional shares of the Company Common Stock .

As of December 31, 2024, operations, maintenance and warehouse hourly employees at the Tyler refinery were represented by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union and its Local 202.

Of the Tyler refinery employees, 56.1 % of operations, maintenance and warehouse hourly employees are currently covered by a collective bargaining agreement that expires January 31, 2028.

As of December 31, 2024, operations, maintenance and warehouse hourly employees at the El Dorado refinery were represented by the International Union of Operating Engineers and its Local 351.

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As of December 31, 2024, 67.4 % of employees who work at our Big Spring refinery were covered by a collective bargaining agreement that expires March 31, 2027.

None of our employees in our logistics segment, retail segment or in our corporate office are represented by a union.

None of our employees in our logistics segment, Krotz Springs refinery or in our corporate office are represented by a union.

We consider our relations with our employees to be satisfactory.

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Both plans are closed to new participants.

On August 1, 2024, the Board of Directors approved terminating the Alon USA Pension Plan, effective December 31, 2024, subject to approval by the Internal Revenue Service.

We have commenced the termination process, but the specific date for the completion of the process is unknown at this time and will depend on certain legal and regulatory requirements or approvals.

As part of the termination process, we expect to distribute lump sum payments to or purchase annuities for the benefit of plan participants, which is dependent on the participants’ elections.

The pre-tax amounts related to the defined benefit plans recognized as pension benefit liability in the consolidated balance sheets as of December 31, 2024 was $ 1.4 million.

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Benefits paid ( 6.0 ) ( 5.9 )

Other (effect of curtailment/settlement) ( 0.1 ) —

Projected benefit obligations at end of year $ 98.9 $ 106.7

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Actual gain (loss) on plan assets ( 0.7 ) 7.9

Employer contribution 0.1 —

Benefits paid ( 6.0 ) ( 5.9 )

Other (effect of curtailment/settlement) ( 0.1 ) —

Fair value of plan assets at end of year $ 97.5 $ 104.2

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The service cost component of net periodic benefit is included as part of general and administrative expenses in the accompanying statements of income.

The other components of net periodic benefit are included as part of other non-operating expense (income), net .

The other components of net periodic benefit are included as part of other operating income, net .

The weighted-average asset allocation of our pension benefits plan assets were as follows:

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Year Ended December 31, 2024

companies $ — $ 7.3 $ — $ 7.3

International companies — 3.1 — 3.1

Fixed-income $ — $ 97.5 $ — $ 97.5

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The asset allocation of the plan is reviewed on at least an annual basis.

We made no contributions to the pension plans for the year ended December 31, 2023, and expect no contributions to be made to the pension plans in 2024.

We made $ 0.1 million contributions to the pension plans for the year ended December 31, 2024, and expect $ 0.5 million contributions to be made to the pension plans in 2025.

There were no employee contributions to the plans.

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Employees must be at least 19 years of age and eligibility to participate in the plan is immediate upon employment.

Employee contributions are matched on a fully-vested basis by us up to a maximum of 6 % of eligible compensation.

Employee contributions are matched on a fully-vested basis by us up to a maximum of 10 % on 6 % of eligible compensation.

Eligibility for the Company matching contribution begins immediately upon employment with vesting after one year of service.

For the years ended December 31, 2024, 2023 and 2022, the 401(k) plans expense recognized was $ 24.8 million, $ 13.3 million and $ 10.1 million, respectively.

These amounts exclude amounts related to discontinued operations of $ 1.3 million, $ 1.5 million and $ 0.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Postretirement Medical Plan

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The accrued benefit liability related to this plan reflected in the consolidated balance sheet was $ 0.4 million and $ 0.6 million at December 31, 2024 and 2023, respectively.

We lease certain retail stores, land, building and various equipment from others.

Selected Quarterly Financial Data (Unaudited)

Quarterly financial information for the years ended December 31, 2024 and 2023 is summarized below.

The sum of the quarterly results may differ from the annual results presented on our consolidated statements of income due to rounding.

The quarterly financial information summarized below has been prepared by Delek's management and is unaudited (in millions, except per share data).

For the Three Month Periods Ended

March 31, 2024 (1)

June 30, 2024 (1)

September 30, 2024 December 31, 2024

Net revenues $ 3,128.0 $ 3,308.1 $ 3,042.4 $ 2,373.7

Operating income (loss) $ 29.2 $ 4.6 $ ( 121.9 ) $ ( 403.4 )

Net loss from continuing operations $ ( 28.4 ) $ ( 33.8 ) $ ( 134.8 ) $ ( 401.1 )

Net loss $ ( 25.2 ) $ ( 26.1 ) $ ( 67.5 ) $ ( 402.1 )

Net loss attributable to Delek $ ( 32.6 ) $ ( 37.2 ) $ ( 76.8 ) $ ( 413.8 )

Basic loss per share from continuing operations $ ( 0.56 ) $ ( 0.70 ) $ ( 2.25 ) $ ( 6.53 )

Diluted loss per share from continuing operations $ ( 0.56 ) $ ( 0.70 ) $ ( 2.25 ) $ ( 6.53 )

For the Three Month Periods Ended (1)

March 31, 2023

June 30, 2023

September 30, 2023

December 31, 2023

Net revenues $ 3,821.9 $ 4,074.4 $ 4,628.8 $ 3,942.1

Operating income (loss) $ 138.9 $ 37.6 $ 212.1 $ ( 143.9 )

Net income (loss) from continuing operations $ 69.5 $ ( 12.2 ) $ 125.6 $ ( 163.3 )

Net income (loss) $ 72.2 $ ( 1.5 ) $ 136.1 $ ( 160.1 )

Net income (loss) attributable to Delek $ 64.3 $ ( 8.3 ) $ 128.7 $ ( 164.9 )

Basic income (loss) per share from continuing operations $ 0.92 $ ( 0.29 ) $ 1.82 $ ( 2.62 )

Diluted income (loss) per share from continuing operations $ 0.91 $ ( 0.29 ) $ 1.81 $ ( 2.62 )

(1) Adjusted to reflect discontinued operations.

See Note 5 for further discussion.

We lease certain land, building and various equipment from others.

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

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Certain leases also include options to purchase the leased property.

The depreciable life of assets and

leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Some of our lease agreements include a rate based on equipment usage and others include a rate with fixed increases or inflationary index based increases.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We rent or sublease certain real estate and equipment to third parties.

Our sublease portfolio consists primarily of operating leases within our retail stores and crude storage equipment.

Our sublease portfolio consists primarily of operating leases within our crude storage equipment.

As of December 31, 2024, an immaterial amount of our net property, plant, and equipment balance is subject to an operating lease to a third party.

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Present Value of Lease Liabilities $ 107.3

Subsequent Events

Inventory Intermediation Agreement

On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement.

Delek Logistics Unit Buyback Authorization

On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Purchase Agreement”) whereby Delek Logistics may repurchase common units from time to time from us in one or more transactions for an aggregate purchase price of up to $ 150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”).

The purchase price per common unit in each Repurchase will be the 30-day volume weighted average price of the common units at the close of trading on the day prior to the closing date, subject to certain limitations set forth in the Purchase Agreement.

Form 10-K Summary

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Reuven Spiegel

Executive Vice President and Chief Financial Officer

Executive Vice President, Delek Logistics, and Chief Financial Officer

(Principal Financial Officer)

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Ezra Uzi Yemin

Executive Chairman

/s/ Avigal Soreq

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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-K

Item 9A. Controls and Procedures