What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-07 · 333 added, 488 removed, 638 unchanged (56% of the section changed)

3 unchanged sentences

(In millions, except share and per share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

2 unchanged sentences

Inventories, net of inventory valuation reserves 852.5 893.2

Current assets of discontinued operations — 41.5

Other current assets 89.8 85.5

8 unchanged sentences

Equity method investments 396.8 392.9

Non-current assets of discontinued operations — 228.1

Other non-current assets 116.1 111.9

4 unchanged sentences

Current portion of long-term debt 9.5 9.5

Current portion of obligation under Inventory Intermediation Agreement 3.6 0.4

Current portion of operating lease liabilities 40.2 43.2

Current liabilities of discontinued operations — 11.5

Accrued expenses and other current liabilities 708.3 649.5

7 unchanged sentences

Operating lease liabilities, net of current portion 54.2 54.8

Non-current liabilities of discontinued operations — 34.3

Other non-current liabilities 91.4 82.6

Total non-current liabilities 3,860.8 3,574.6

Redeemable non-controlling interest 70.0 —

Stockholders’ equity:

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding

Common stock, $ 0.01 par value, 110,000,000 shares authorized, 81,231,308 shares and 81,539,871 shares issued at September 30, 2024 and December 31, 2023, respectively

Common stock, $ 0.01 par value, 110,000,000 shares authorized, 78,208,023 shares and 80,127,994 shares issued at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,248.2 1,215.9

Accumulated other comprehensive loss ( 4.1 ) ( 4.1 )

Treasury stock, 17,575,527 shares, at cost, at September 30, 2024 and December 31, 2023, respectively

Treasury stock, 17,575,527 shares, at cost, at March 31, 2025 and December 31, 2024, respectively

( 694.1 ) ( 694.1 )

2 unchanged sentences

Total stockholders’ equity 429.4 575.2

Total liabilities, redeemable non-controlling interest and stockholders’ equity $ 7,030.3 $ 7,171.8

Total liabilities and stockholders’ equity $ 6,882.1 $ 6,665.8

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(In millions, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net revenues $ 2,641.9 $ 3,128.0

7 unchanged sentences

Depreciation and amortization 6.3 5.3

Asset impairment 9.2 — 31.3 —

Other operating expense (income), net 12.8 ( 2.1 ) ( 67.6 ) ( 19.0 )

Other operating income, net ( 7.0 ) ( 1.7 )

Total operating costs and expenses 2,767.7 3,098.8

2 unchanged sentences

Income from equity method investments ( 13.3 ) ( 21.9 )

Other (income) expense, net ( 0.5 ) 2.0 ( 1.1 ) ( 4.6 )

Other income, net ( 1.6 ) ( 0.6 )

Total non-operating expense, net 69.2 65.2

(Loss) income from continuing operations before income tax (benefit) expense ( 175.1 ) 154.7 ( 253.7 ) 221.2

Income tax (benefit) expense ( 40.3 ) 29.1 ( 56.7 ) 38.3

(Loss) income from continuing operations, net of tax ( 134.8 ) 125.6 ( 197.0 ) 182.9

Loss from continuing operations before income tax benefit ( 195.0 ) ( 36.0 )

Income tax benefit ( 36.8 ) ( 7.6 )

Loss from continuing operations, net of tax ( 158.2 ) ( 28.4 )

Discontinued operations:

Income from discontinued operations, including gain on sale of discontinued operations 95.4 12.9 107.8 29.1

Income tax expense 28.1 2.4 29.6 5.2

Income from discontinued operations, net of tax 67.3 10.5 78.2 23.9

Net (loss) income ( 67.5 ) 136.1 ( 118.8 ) 206.8

Net income attributable to:

Non-controlling interests 9.3 7.4 27.8 22.1

Net (loss) income attributable to Delek $ ( 76.8 ) $ 128.7 $ ( 146.6 ) $ 184.7

Basic (loss) income per share:

(Loss) income from continuing operations $ ( 2.25 ) $ 1.82 $ ( 3.51 ) $ 2.44

(Loss) income from discontinued operations ( 0.4 ) 3.6

Income tax (benefit) expense ( 0.1 ) 0.4

(Loss) income from discontinued operations, net of tax ( 0.3 ) 3.2

Net loss ( 158.5 ) ( 25.2 )

Net income attributed to non-controlling interests 14.2 7.4

Net loss attributable to Delek $ ( 172.7 ) $ ( 32.6 )

Basic loss per share:

Loss from continuing operations $ ( 2.78 ) $ ( 0.56 )

Income from discontinued operations — 0.05

Total basic (loss) income per share $ ( 1.20 ) $ 1.98 $ ( 2.29 ) $ 2.80

Diluted (loss) income per share:

(Loss) income from continuing operations $ ( 2.25 ) $ 1.81 $ ( 3.51 ) $ 2.42

Total basic loss per share $ ( 2.78 ) $ ( 0.51 )

Diluted loss per share:

Loss from continuing operations $ ( 2.78 ) $ ( 0.56 )

Income from discontinued operations — 0.05

Total diluted (loss) income per share $ ( 1.20 ) $ 1.97 $ ( 2.29 ) $ 2.78

Total diluted loss per share $ ( 2.78 ) $ ( 0.51 )

Weighted average common shares outstanding:

6 unchanged sentences

(In millions)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net (loss) income $ ( 67.5 ) $ 136.1 $ ( 118.8 ) $ 206.8

Other comprehensive (loss) income:

Other loss, net of taxes — — — ( 0.1 )

Total other comprehensive loss — — — ( 0.1 )

Comprehensive (loss) income attributable to:

$ ( 67.5 ) $ 136.1 $ ( 118.8 ) $ 206.7

Non-controlling interest 9.3 7.4 27.8 22.1

Comprehensive (loss) income attributable to Delek $ ( 76.8 ) $ 128.7 $ ( 146.6 ) $ 184.6

Three Months Ended March 31,

Net loss $ ( 158.5 ) $ ( 25.2 )

Comprehensive loss $ ( 158.5 ) $ ( 25.2 )

Comprehensive income attributable to non-controlling interest 14.2 7.4

Comprehensive loss attributable to Delek $ ( 172.7 ) $ ( 32.6 )

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(In millions, except share and per share data)

Three Months Ended September 30, 2024

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

Shares Amount Shares Amount

Balance at June 30, 2024

82,085,570 $ 0.8 $ 1,175.8 $ ( 4.8 ) $ 328.1 ( 17,575,527 ) $ ( 694.1 ) $ 177.0 $ 982.8 $ —

Net (loss) income — — — — ( 76.8 ) — — 9.3 ( 67.5 ) —

Common stock dividends ($ 0.255 per share)

— — — — ( 16.4 ) — — — ( 16.4 ) —

Distributions to non-controlling interests — — — — — — — ( 14.1 ) ( 14.1 ) —

Equity-based compensation expense — — 10.0 — — — — 0.3 10.3 —

Repurchase of common stock ( 942,329 ) — ( 13.5 ) — ( 6.5 ) — — — ( 20.0 )

Taxes paid due to the net settlement of equity-based compensation — — ( 0.5 ) — — — — ( 0.3 ) ( 0.8 ) —

Exercise of equity-based awards 59,485 — — — — — — — — —

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

Other 28,582 — 0.9 — 0.1 — — 0.1 1.1 —

Balance at September 30, 2024

81,231,308 $ 0.8 $ 1,172.7 $ ( 4.8 ) $ 228.5 ( 17,575,527 ) $ ( 694.1 ) $ 172.3 $ 875.4 $ 70.0

Three Months Ended September 30, 2023

Shares Amount Shares Amount

Balance at June 30, 2023

83,150,295 $ 0.8 $ 1,121.8 $ ( 5.3 ) $ 518.1 ( 17,575,527 ) $ ( 694.1 ) $ 121.6 $ 1,062.9 $ —

Net income — — — — 128.7 — — 7.4 136.1 —

Common stock dividends ($ 0.235 per share)

— — — — ( 15.2 ) — — — ( 15.2 ) —

Distributions to non-controlling interests — — — — — — — ( 9.7 ) ( 9.7 ) —

Equity-based compensation expense — — 8.0 — — — — 0.2 8.2 —

Repurchase of common stock ( 981,690 ) — ( 13.3 ) — ( 11.7 ) — — — ( 25.0 ) —

Taxes paid due to the net settlement of equity-based compensation — — ( 0.7 ) — — — — ( 0.3 ) ( 1.0 ) —

Exercise of equity-based awards 48,154 — — — — — — — — —

Other 24,760 — 0.6 — — — — 0.1 0.7 —

Balance at September 30, 2023

82,241,519 $ 0.8 $ 1,116.4 $ ( 5.3 ) $ 619.9 ( 17,575,527 ) $ ( 694.1 ) $ 119.3 $ 1,157.0 $ —

Financial Statements

Delek US Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)

(In millions, except share and per share data)

Nine Months Ended September 30, 2024

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

Three Months Ended March 31, 2025

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

Shares Amount Shares Amount

5 unchanged sentences

Equity-based compensation expense — — 6.6 — — — — 0.3 6.9

Equity attributable to issuance of Delek Logistics common units for the Gravity Acquisition, net of tax — — 55.4 — — — — 20.9 76.3

Repurchase of common stock ( 2,009,420 ) — ( 30.6 ) — ( 0.9 ) — — — ( 31.5 )

1 unchanged sentence

Exercise of equity-based awards 61,150 — — — — — — — —

Equity attributable to issuance of Delek Logistics common limited partner units, net of tax — — 50.5 — — — — 68.3 118.8 —

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

Other 28,299 — 1.3 — ( 0.2 ) — — ( 1.9 ) ( 0.8 )

Balance at September 30, 2024 81,231,308 $ 0.8 $ 1,172.7 $ ( 4.8 ) $ 228.5 ( 17,575,527 ) $ ( 694.1 ) $ 172.3 $ 875.4 $ 70.0

Nine Months Ended September 30, 2023

Balance at March 31, 2025 78,208,023 $ 0.8 $ 1,248.2 $ ( 4.1 ) $ ( 395.4 ) ( 17,575,527 ) $ ( 694.1 ) $ 274.0 $ 429.4

Three Months Ended March 31, 2024

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

Shares Amount Shares Amount

Balance at 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 — — — — 184.7 — — 22.1 206.8 —

Net (loss) income — — — — ( 32.6 ) — — 7.4 ( 25.2 )

Common stock dividends ($ 0.245 per share)

2 unchanged sentences

Distributions to non-controlling interests — — — — — — — ( 9.8 ) ( 9.8 )

Repurchase of common stock ( 2,793,317 ) ( 0.1 ) ( 37.7 ) — ( 27.6 ) — — — ( 65.4 ) —

Taxes paid due to the net settlement of equity-based compensation — — ( 0.5 ) — — — — ( 0.3 ) ( 0.8 )

Exercise of equity-based awards 44,374 — — — — — — — —

Equity attributable to issuance of Delek Logistic common limited partner units, net of tax — — 50.5 — — — — 68.4 118.9

Other 41,771 — 1.2 — ( 0.2 ) — — ( 0.2 ) 0.8

Balance at September 30, 2023 82,241,519 $ 0.8 $ 1,116.4 $ ( 5.3 ) $ 619.9 ( 17,575,527 ) $ ( 694.1 ) $ 119.3 $ 1,157.0 $ —

Balance at March 31, 2024 81,626,016 $ 0.8 $ 1,171.8 $ ( 4.8 ) $ 381.5 ( 17,575,527 ) $ ( 694.1 ) $ 179.9 $ 1,035.1

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net (loss) income $ ( 118.8 ) $ 206.8

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

Net loss $ ( 158.5 ) $ ( 25.2 )

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

Depreciation and amortization 101.3 91.7

1 unchanged sentence

Deferred income taxes ( 36.9 ) ( 8.1 )

Asset impairment 31.3 —

Income from equity method investments ( 13.3 ) ( 21.9 )

3 unchanged sentences

Equity-based compensation expense 6.9 7.2

Income from discontinued operations, including gain on sale of discontinued operations, net ( 78.2 ) ( 23.9 )

(Loss) income from discontinued operations 0.3 ( 3.2 )

Other ( 2.1 ) ( 0.2 )

6 unchanged sentences

Non-current assets and liabilities, net 0.6 ( 11.3 )

Cash provided by operating activities - continuing operations 78.9 891.7

Cash provided by (used in) operating activities - discontinued operations 17.8 31.1

Net cash provided by operating activities 96.7 922.8

Cash (used in) provided by operating activities - continuing operations ( 62.1 ) 160.9

Cash (used in) provided by operating activities - discontinued operations ( 0.3 ) 5.8

Net cash (used in) provided by operating activities ( 62.4 ) 166.7

Cash flows from investing activities:

Acquisition of H2O ( 159.5 ) —

Equity method investment contributions ( 18.6 ) —

Business combination, net of cash acquired ( 181.2 ) —

Distributions from equity method investments 2.1 2.8

Purchases of property, plant and equipment ( 135.7 ) ( 38.3 )

Purchase of equity securities ( 0.7 ) ( 11.0 )

Purchases of intangible assets ( 4.6 ) ( 0.7 )

1 unchanged sentence

Insurance and settlement proceeds 3.1 3.6

Other ( 2.6 ) —

Cash used in investing activities - continuing operations ( 314.6 ) ( 32.6 )

Cash provided by (used in) investing activities - discontinued operations 361.7 ( 18.0 )

Cash used in investing activities - discontinued operations — ( 9.0 )

Net cash used in investing activities ( 314.6 ) ( 41.6 )

6 unchanged sentences

Repayments of product and other financing agreements ( 294.4 ) ( 290.7 )

Proceeds from Inventory Intermediation Agreement — 32.2

Proceeds from termination of Supply & Offtake Obligation — 25.8

Taxes paid due to the net settlement of equity-based compensation ( 5.7 ) ( 4.6 )

Repurchase of common stock ( 31.5 ) —

1 unchanged sentence

Proceeds from issuance of Delek Logistic common limited partner units, net — 132.3

Payment of debt extinguishment costs ( 0.3 ) —

Dividends paid ( 15.9 ) ( 15.7 )

Deferred financing costs paid — ( 10.9 )

Other ( 0.7 ) ( 1.1 )

Cash provided by (used in) financing activities - continuing operations 265.2 ( 193.9 )

Net used in financing activities 144.4 ( 523.8 )

Net increase in cash and cash equivalents 215.4 60.4

Net cash provided by (used in) financing activities 265.2 ( 193.9 )

Net decrease in cash and cash equivalents ( 111.8 ) ( 68.8 )

Cash and cash equivalents at the beginning of the period 735.6 822.2

5 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental disclosures of cash flow information:

1 unchanged sentence

Interest, net of capitalized interest of $ 3.4 million and $ 0.2 million in the 2025 and 2024 periods, respectively

$ 233.5 232.3

Income taxes $ 3.5 $ 8.3

Non-cash investing activities:

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

Decrease in accrued capital expenditures $ 7.4 $ ( 34.7 )

Delek Logistics common units issued in connection with Gravity Acquisition $ 91.5 $ —

(Decrease) increase in accrued capital expenditures $ ( 3.1 ) $ 3.5

Non-cash financing activities:

1 unchanged sentence

See accompanying notes to the condensed consolidated financial statements

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements (unaudited)

Delek US Holdings, Inc.

16 unchanged sentences

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 own and operate 249 retail fuel and convenience stores (the "Retail Stores") under the Delek US Retail brand for a 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.

The H2O Midstream Acquisition included water disposal and recycling operations in the Midland Basin in Texas.

On January 2, 2025, Delek Logistics completed the acquisition of 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”).

See Note 2 for further information.

8 unchanged sentences

See Note 4 for further information regarding discontinued operations.

Notes to Consolidated Financial Statements

Accounting Pronouncements Adopted

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

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codificatio n 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 condensed consolidated financial statements and related disclosures.

Notes to Condensed Consolidated Financial Statements (unaudited)

Accounting Pronouncements Not Yet Adopted

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03").

ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations.

This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted on either a prospective or retrospective basis.

The adoption of ASU 2024-03 will not affect our financial position or our results of operations, but will result in additional disclosures.

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

5 unchanged sentences

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 adoption of ASU 2023-09 will result in additional disclosure requirements but is not anticipated to have a significant impact on our condensed consolidated financial statements.

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):

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

ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets.

The ASU also requires disclosure of the title and position of the individual or group identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources.

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 will result in additional segment reporting disclosure requirements but is not anticipated to have a significant impact on our condensed consolidated financial statements.

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

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06").

The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations.

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.

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

The adoption of ASU 2023-09 will not affect our financial position or our results of operations, but will result in additional disclosures.

Gravity Acquisition

On January 2, 2025, Delek Logistics completed the Gravity Acquisition for total consideration of $ 300.8 million, subject to customary adjustments for net working capital.

The purchase price was comprised of $ 209.3 million in cash consisting of a cash deposit of $ 22.8 million paid in December 2024 upon execution of the purchase agreement and $ 186.5 million paid at closing on January 2, 2025, and 2,175,209 of Delek Logistics’ common units.

For the three months ended March 31, 2025, we incurred $ 3.1 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 condensed consolidated statements of income and comprehensive income.

Our condensed consolidated financial and operating results reflect the Gravity Acquisition operations beginning January 2, 2025.

Our results of operations included revenue and net income of $ 22.9 million and $ 9.9 million, respectively, for the period from January 2, 2025, through March 31, 2025, related to these operations.

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.

Determination of Purchase Price

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

Base purchase price:

Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)

V arious closing adjustments

Adjusted purchase price $ 300.8

Cash paid $ 209.3

Fair value of common units issued (1)

Preliminary purchase price $ 300.8

(1) The increase from the $ 85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price.

Notes to Condensed Consolidated Financial Statements (unaudited)

Purchase Price Allocation

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in millions):

Assets acquired:

Cash and cash equivalents $ 5.3

Accounts receivables 16.4

Inventories 1.8

Other current assets 1.7

Property, plant and equipment 208.3

Operating lease right-of-use assets 0.1

Other intangibles (1)

Other non-current assets 0.1

Total assets acquired 316.3

Liabilities assumed:

Accounts payable 2.4

Accrued expenses and other current liabilities 5.8

Current portion of operating lease liabilities 0.1

Asset retirement obligations 7.2

Total liabilities assumed 15.5

Fair value of net assets acquired $ 300.8

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

• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 50.7 million, which we estimate to be amortized over 10 to 25 years.

• Rights-of-way intangibles are valued at $ 31.9 million, the majority of which have an indefinite 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 March 31, 2025.

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.

Customer relationships were valued using the income approach, with essential assumptions including projected revenues from these relationships, attrition rates, operating margins, and discount rates.

The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.

For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.

Notes to Condensed Consolidated Financial Statements (unaudited)

Unaudited Pro Forma Financial Information

The following table summarizes the unaudited pro forma financial information of the Company assuming the Gravity Acquisition had occurred on January 1, 2024.

The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this 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 this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs.

The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition.

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date 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.

Three Months Ended March 31,

(in millions) 2025 2024

Net revenues $ 2,641.9 $ 3,159.7

(Loss) income from continuing operations, net of tax $ ( 170.8 ) $ ( 32.6 )

H2O Midstream

Delek Logistics completed the H2O Midstream Acquisition on September 11, 2024, in which it acquired water disposal and recycling operations, in the Midland Basin in Texas (the "Midland Water Gathering System") for total consideration of $ 229.5 million, subject to customary adjustments for net working capital and indebtedness ("H2O Transaction").

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 from H2O Midstream Holdings, LLC ("H2O Purchase Agreement"), which 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 Midstream Acquisition").

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

1 unchanged sentence

The cash portion was financed through a combination of cash on hand and borrowings under the Delek Logistics' Credit Facility (as defined in Note 10).

For the three and nine months ended September 30, 2024, we incurred $ 6.1 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

For the three months ended March 31, 2025, we incurred $ 0.1 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 condensed 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 $ 3.6 million and $ 1.3 million, respectively, for the period from September 11, 2024 through September 30, 2024 related to these operations.

Notes to Consolidated Financial Statements

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.

Our results of operations included revenue and net income of $ 16.5 million and $ 7.1 million, respectively, for the period from January 2, 2025, through March 31, 2025, related to these operations.

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.

Determination of Purchase Price

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Base purchase price:

closing net working capital (as defined in the H2O Purchase Agreement)

various closing adjustments

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

V arious closing adjustments

Adjusted purchase price $ 229.7

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Preliminary purchase price $ 229.7

(1) These amounts are based upon estimates at closing, but are subject to a subsequent review and revision period pursuant to the H2O Midstream Acquisition agreement at which time final settlements for these components will be determined.

Such subsequent adjustments may result in changes to the preliminary purchase price.

Notes to Condensed Consolidated Financial Statements (unaudited)

Purchase Price Allocation

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• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 26.3 million, which will be amortized over an 13.4 years useful life.

The estimated amortization expense is $ 1.9 million for each of the five succeeding fiscal years.

• Rights-of-way intangibles valued at $ 30.1 million, of which, the majority has an indefinite life.

• Rights-of-way intangibles are 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.

The estimated amortization expense is $ 1.0 million for each of the next four fiscal years, and $ 0.4 million in the fifth succeeding fiscal year.

The amortization expense related to the above intangible assets for the three and nine months ended September 30, 2024 was immaterial.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of September 30, 2024.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of March 31, 2025.

The fair value of property, plant and equipment was based on the combination of the cost and market approaches.

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Key assumptions in the income approach include projected revenue attributable to customer relationships, attrition rate, operating margins and discount rates.

Notes to Consolidated Financial Statements

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.

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2024 2023 2024 2023

Net sales $ 3,054.6 $ 4,769.3 $ 9,523.1 $ 12,592.7

(Loss) income from continuing operations, net of tax $ ( 130.7 ) $ 129.9 $ ( 187.3 ) $ 196.8

By acquiring Gravity and H20 Midstream, we intend to increase third-party revenue streams, diversify our customer and product mix, and expand our footprint in the Midland and Bakken basins, aligning with our strategic growth objectives.

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

Refining, Logistics, and Retail.

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

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

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.

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• intercompany eliminations.

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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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.

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 Wink to Webster Pipeline ("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.

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The refining segment includes the following:

Notes to Consolidated Financial Statements

• Tyler, Texas refinery (the "Tyler refinery");

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

See Note 17 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.

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

This segment also ships and sells gasoline into wholesale markets in the southern and eastern United States.

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

Logistics Segment

Our logistics segment owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets.

The logistics segment generates revenue by charging fees for gathering, transporting and storing crude oil and natural gas, marketing, distributing, transporting and storing intermediate and refined products and disposing and recycling water in select regions of the 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 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 and North Dakota, the Midland Basin in Texas, the Delaware Basin in New Mexico and West Texas for our refining segment and third parties, and sales of wholesale products in the West Texas market.

The operating results and assets acquired in the Gravity Acquisition have been included in the logistics segment beginning on January 2, 2025.

The operating results and assets acquired in the H2O Midstream Acquisition have been included in the logistics segment beginning on September 11, 2024.

Business Segment Operating Performance

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

Three Months Ended September 30, 2024

Notes to Condensed Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2025

(In millions) Refining Logistics Corporate,

Other and Eliminations (3)

Other and Eliminations Consolidated

Net revenues (excluding intercompany fees and revenues) $ 2,518.3 $ 123.6 $ — $ 2,641.9

Inter-segment fees and revenues 90.0 126.3 ( 216.3 ) —

175.2 114.9 ( 199.5 ) 90.6

Total revenues $ 2,608.3 $ 249.9 $ ( 216.3 ) $ 2,641.9

Cost of materials and other 2,470.9 129.1 ( 200.5 ) 2,399.5

Operating Expenses 158.1 40.9 13.4 212.4

General and administrative expenses 2.1 8.9 50.5 61.5

Income from equity method investments ( 3.5 ) ( 10.2 ) 0.4 ( 13.3 )

Other ( 3.1 ) ( 4.3 ) 13.0 5.6

Segment EBITDA attributable to Delek $ ( 16.2 ) $ 85.5 $ ( 93.1 ) $ ( 23.8 )

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Income tax benefit ( 36.8 )

Income from discontinued operations, net of tax 67.3

Loss from discontinued operations, net of tax 0.3

Net loss attributable to Delek $ ( 172.7 )

Income from equity method investments $ 9.9 $ 15.6 $ ( 0.4 ) $ 25.1

Capital spending (2)

$ 56.2 $ 71.9 $ 4.5 $ 132.6

Three Months Ended September 30, 2023

Three Months Ended March 31, 2024

(In millions) Refining Logistics Corporate,

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Total revenues $ 3,108.3 $ 252.1 $ ( 232.4 ) $ 3,128.0

Segment EBITDA attributable to Delek $ 295.7 $ 96.5 $ ( 74.8 ) $ 317.4

Depreciation and amortization ( 60.1 ) ( 24.6 ) ( 3.0 ) ( 87.7 )

Interest expense, net ( 12.0 ) ( 37.0 ) ( 33.4 ) ( 82.4 )

Income tax expense ( 29.1 )

Income from discontinued operations, net of tax 10.5

Net income attributable to Delek $ 128.7

Cost of materials and other 2,839.9 123.7 ( 230.7 ) 2,732.9

Operating Expenses 165.8 31.9 17.2 214.9

General and administrative expenses 4.1 4.9 52.0 61.0

Income from equity method investments ( 4.0 ) ( 8.5 ) ( 9.4 ) ( 21.9 )

Capital spending (2)

$ 20.2 $ 13.1 $ 7.0 $ 40.3

Notes to Consolidated Financial Statements

Nine Months Ended September 30, 2024

(In millions) Refining Logistics Corporate,

Other and Eliminations (3)

Net revenues (excluding intercompany fees and revenues) $ 8,872.1 $ 319.4 $ — $ 9,191.5

Inter-segment fees and revenues 571.2 411.4 ( 695.6 ) 287.0

Total revenues $ 9,443.3 $ 730.8 $ ( 695.6 ) $ 9,478.5

Other ( 2.6 ) 0.4 7.3 5.1

Segment EBITDA attributable to Delek $ 105.1 $ 99.7 $ ( 68.8 ) $ 136.0

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Income from discontinued operations, net of tax ( 3.2 )

Net loss attributable to Delek $ ( 146.6 )

Income from equity method investments $ 25.8 $ 32.0 $ 19.6 $ 77.4

Capital spending (2)

$ 126.2 $ 90.6 $ 17.8 $ 234.6

Nine Months Ended September 30, 2023

(In millions) Refining Logistics Corporate,

Other and Eliminations (3)

Net revenues (excluding intercompany fees and revenues) $ 11,842.2 $ 351.9 $ — $ 12,194.1

Inter-segment fees and revenues (1)

629.3 414.4 ( 712.7 ) 331.0

Total revenues $ 12,471.5 $ 766.3 $ ( 712.7 ) $ 12,525.1

Segment EBITDA attributable to Delek $ 613.0 $ 278.8 $ ( 198.4 ) $ 693.4

Depreciation and amortization ( 176.5 ) ( 69.4 ) ( 9.3 ) ( 255.2 )

Interest expense, net ( 33.2 ) ( 104.6 ) ( 101.3 ) ( 239.1 )

Income tax expense ( 38.3 )

Income from discontinued operations, net of tax 23.9

Net income attributable to Delek $ ( 32.6 )

Income from equity method investments $ 26.0 $ 22.9 $ 18.2 $ 67.1

Capital spending (2)

$ 21.5 $ 15.2 $ 5.1 $ 41.8

(1) Intercompany fees and sales for the refining segment include revenues of $ 90.6 million and $ 287.0 million during the three and nine months ended September 30, 2024, respectively, and $ 116.9 million and $ 331.0 million during the three and nine months ended September 30, 2023, respectively, to the Retail Stores, the operations of which are reported in discontinued operations.

(1) Intercompany fees and sales for the refining segment include revenues of $ 93.9 million during the three months ended March 31, 2024, to the Retail Stores, the operations of which are reported in discontinued operations.

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

Capital spending excludes capital spending associated with the Retail Stores of $ 3.4 million and $ 14.0 million during the three and nine months ended September 30, 2024, respectively, and $ 8.0 million and $ 16.0 million during the three and nine months ended September 30, 2023, respectively.

(3) The corporate, other and eliminations segment operating results for the three and nine months ended September 30, 2023 have been restated to reflect the reclassification of the Retail Stores to discontinued operations.

Notes to Consolidated Financial Statements

Capital spending excludes capital spending associated with the Retail Stores of $ 4.1 million during the three months ended March 31, 2024.

(3) The corporate, other and eliminations segment operating results for the three months ended March 31, 2024 have been restated to reflect the reclassification of the Retail Stores to discontinued operations.

Notes to Condensed Consolidated Financial Statements (unaudited)

Discontinued Operations

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

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

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 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 cash consideration $ 390.2 million.

The Retail Transaction resulted in a gain on sale of the Retail Stores, before income tax, of $ 98.4 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 results 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

The Retail Transaction closed on September 30, 2024.

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 condensed consolidated statements of income and the notes to the condensed consolidated financial statements have been adjusted to exclude the discontinued operations.

Components of amounts reflected in income from discontinued operations for the three and nine months ended September 30, 2024 and 2023 are as follows (in millions):

Notes to Consolidated Financial Statements

Three Months Ended September 30, Nine Months Ended September 30,

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

Three Months Ended March 31,

Net revenues $ — $ 193.5

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Depreciation and amortization — ( 3.5 )

Other operating (expense) income, net ( 0.2 ) — 0.9 —

Interest income (expense), net — 0.1 ( 0.1 ) ( 0.1 )

Other operating loss, net ( 0.1 ) ( 0.1 )

Other income, net — 0.1

Gain on sale of Retail Stores 98.4 — 98.4 —

Income from discontinued operations before taxes 95.4 12.9 107.8 29.1

Income tax expense 28.1 2.4 29.6 5.2

Income from discontinued operations, net of tax $ 67.3 $ 10.5 $ 78.2 $ 23.9

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.

(Loss) income from discontinued operations before taxes ( 0.4 ) 3.6

Income tax (benefit) expense ( 0.1 ) 0.4

(Loss) income from discontinued operations, net of tax $ ( 0.3 ) $ 3.2

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 18 to these condensed consolidated financial statements.

For those instruments that are indexed to our common stock, they are generally dilutive when the market price of the underlying indexed share of common stock is in excess of the exercise price.

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements (unaudited)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(In millions, except share and per share data) Three Months Ended March 31,

Numerator for EPS - continuing operations

Net (loss) income from continuing operations $ ( 134.8 ) $ 125.6 $ ( 197.0 ) $ 182.9

Net loss from continuing operations $ ( 158.2 ) $ ( 28.4 )

Income from continuing operations attributed to non-controlling interests 14.2 7.4

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Numerator for EPS - discontinued operations

Income from discontinued operations, including gain on sale of discontinued operations $ 95.4 $ 12.9 $ 107.8 $ 29.1

Income tax expense 28.1 2.4 29.6 5.2

Income from discontinued operations, net of tax $ 67.3 $ 10.5 $ 78.2 $ 23.9

(Loss) income from discontinued operations, including gain on sale of discontinued operations $ ( 0.4 ) $ 3.6

Income tax (benefit) expense ( 0.1 ) 0.4

(Loss) income from discontinued operations, net of tax $ ( 0.3 ) $ 3.2

Weighted average common shares outstanding (denominator for basic EPS) 62,115,776 64,021,988

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Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 62,115,776 64,021,988

Basic (loss) income per share:

(Loss) income from continuing operations $ ( 2.25 ) $ 1.82 $ ( 3.51 ) $ 2.44

Basic loss per share:

Loss from continuing operations $ ( 2.78 ) $ ( 0.56 )

Income from discontinued operations — 0.05

Total basic (loss) income per share $ ( 1.20 ) $ 1.98 $ ( 2.29 ) $ 2.80

Diluted (loss) income per share:

(Loss) income from continuing operations $ ( 2.25 ) $ 1.81 $ ( 3.51 ) $ 2.42

Total basic loss per share $ ( 2.78 ) $ ( 0.51 )

Diluted loss per share:

Loss from continuing operations $ ( 2.78 ) $ ( 0.56 )

Income from discontinued operations — 0.05

Total diluted (loss) income per share $ ( 1.20 ) $ 1.97 $ ( 2.29 ) $ 2.78

Total diluted loss per share $ ( 2.78 ) $ ( 0.51 )

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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A substantial majority of Delek Logistics' assets are integral to Delek’s refining and marketing operations.

As of September 30, 2024, we owned a 70.4 % interest in Delek Logistics (on an as-converted basis), consisting of 34,111,278 common limited partner units and the non-economic general partner interest.

As of March 31, 2025, we owned a 63.4 % interest in Delek Logistics, consisting of 33,868,203 common limited partner units and the non-economic general partner interest.

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

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

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

Notes to Consolidated Financial Statements

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.

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 3, 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 7 for further information.

Common Unit Offering

On January 2, 2025, Delek Logistics completed the Gravity Acquisition in which it acquired water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $ 300.8 million, subject to customary adjustments for net working capital.

See Note 2 - Acquisitions for additional information.

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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Underwriting discounts totaled $ 5.5 million.

As a result of this common unit issuance 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 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 $ 165.3 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 February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Common Unit 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 Common Unit Purchase Agreement.

During the three months ended March 31, 2025, 243,075 common units were repurchased from us and cancelled at the time of the transaction for a total of $ 10.0 million.

No common units were repurchased for the three months ended March 31, 2024.

As of March 31, 2025, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Consolidated VIE

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

Notes to Consolidated Financial Statements

As of September 30, 2024

As of March 31, 2025

As of December 31, 2024

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Total assets $ 2,395.5 $ 2,041.6

LIABILITIES, PREFERRED UNITS AND DEFICIT

LIABILITIES AND EQUITY

Accounts payable $ 59.9 $ 41.4

Accounts payable to related parties 0.4 —

Current portion of long-term debt — 30.0

Current portion of operating lease liabilities 5.5 5.3

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Other non-current liabilities 25.5 20.3

Preferred units 70.0 —

Deficit ( 115.1 ) ( 161.9 )

Total liabilities, preferred units and deficit $ 1,960.7 $ 1,642.2

Equity 97.4 35.5

Total liabilities and equity $ 2,395.5 $ 2,041.6

Notes to Condensed Consolidated Financial Statements (unaudited)

Equity Method Investments

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

Delek Logistics has a 50 % investment in HoldCo which includes a 15.6 % indirect interest in the WWP joint venture and related joint venture indebtedness.

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 had the ability to exert significant influence through participation in board and management committees, we were not the primary beneficiary since we did not have a controlling financial interest in HoldCo, and no single party had the power to direct the activities that most significantly impact HoldCo's economic performance.

Distributions received from WWP were 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 were guaranteed by the parents of the member entities.

As of September 30, 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.

As of September 30, 2024 and December 31, 2023, Delek's HoldCo investment balance totaled $ 87.5 million and $ 51.4 million, respectively.

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.

As of September 30, 2024 and December 31, 2023, Delek's investment balance in Red River totaled $ 139.0 million and $ 141.1 million, respectively.

Notes to Consolidated Financial Statements

In addition, 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.

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 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 March 31, 2025, 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.

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

As of March 31, 2025 and December 31, 2024, Delek's HoldCo investment balance totaled $ 91.5 million and $ 86.1 million, respectively.

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 March 31, 2025 and December 31, 2024, Delek's investment balance in Red River totaled $ 133.7 million and $ 136.5 million, respectively.

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

to operate one of these pipeline systems and a 33 % membership interest in Andeavor Logistics Rio Pipeline LLC which operates the other pipeline system.

As of September 30, 2024 and December 31, 2023, Delek Logistics' investment balance in these joint ventures was $ 96.2 million and $ 100.3 million, respectively.

As of March 31, 2025 and December 31, 2024, Delek Logistics' investment balance in these joint ventures was $ 92.3 million and $ 94.6 million, respectively.

Other Investments

In addition to our pipeline joint ventures, we also have a 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S., as well as a 50 % interest in a joint venture that owns, operates and maintains a terminal consisting of an ethanol unit train facility with an ethanol tank in Arkansas.

As of September 30, 2024 and December 31, 2023, Delek's investment balance in these joint ventures was $ 86.0 million and $ 67.9 million, respectively.

As of March 31, 2025 and December 31, 2024, Delek's investment balance in these joint ventures was $ 79.3 million and $ 75.7 million, respectively.

These investments are included in Refining in our segment disclosure.

Crude oil feedstocks, 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.

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

The following table presents the components of inventory for each period presented (in millions):

Titled Inventory Inventory Intermediation Agreement (1)

September 30, 2024

March 31, 2025

Feedstocks, raw materials and supplies $ 220.6 $ 129.3 $ 349.9

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(1) Refer to Note 9 - Inventory Intermediation Obligations for further information.

At September 30, 2024, we recorded a pre-tax inventory valuation reserve of $ 1.1 million due to a market price decline below our cost of certain inventory products.

At March 31, 2025, we recorded a pre-tax inventory valuation reserve of $ 1.1 million due to a market price decline below our cost of certain inventory products.

At December 31, 2024, we recorded a pre-tax inventory valuation reserve of $ 0.9 million.

We recognized a net reduction (increase) in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of $( 0.1 ) million and $ 10.5 million for the three and nine months ended September 30, 2024, respectively, and $( 3.4 ) million and $ 6.2 million for the three and nine months ended September 30, 2023, respectively.

Notes to Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024, we recognized a net (increase) reduction in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of $( 0.2 ) million and $ 8.8 million, respectively.

Notes to Condensed Consolidated Financial Statements (unaudited)

Inventory Intermediation Obligations

The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement:

As of September 30, 2024 As of December 31, 2023

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

As of March 31, 2025 As of December 31, 2024

Obligations under Inventory Intermediation Agreement

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These market structure settlements are recorded in cost of materials and other in the condensed consolidated statements of income.

The following table summarizes these fees:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

The following table summarizes these fees (in millions):

Three Months Ended March 31,

Net fees and expenses:

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Pursuant to the Inventory Intermediation Agreement, Citi will (i) purchase from and sell to DKTS crude oil and other petroleum feedstocks in connection with refining processing operations at El Dorado, Big Spring, and Krotz Springs, (ii) purchase from and sell to DKTS all refined products produced by such refineries other than certain excluded products and (iii) in connection with such purchases and sales, DKTS will enter into certain market risk hedges in each case, on the terms and subject to certain conditions.

The Inventory Intermediation Agreement results in up to $ 800 million of working capital capacity for DKTS.

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 September 30, 2024 and December 31, 2023, we had letters of credit outstanding of $ 190.0 million and $ 230.0 million, respectively, supporting the Inventory Intermediation Agreement.

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

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.

As of March 31, 2025 and December 31, 2024, we had letters of credit outstanding of $ 215.0 million and $ 200.0 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.

At the inception of the Inventory Intermediation Agreement, we transferred title to a certain number of barrels of crude and other inventories to Citi, and the Inventory Intermediation Agreement requires the repurchase of the remaining inventory (including certain "Base Layer Volumes") at termination.

As of September 30, 2024 and December 31, 2023, the volumes subject to the Inventory Intermediation Agreement totaled 5.6 million barrels and 5.4 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels.

The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by Accounting Standards Codification ("ASC") 815 Derivatives and Hedging ("ASC 815") and ASC 825, Financial Instruments ("ASC 825").

As of March 31, 2025 and December 31, 2024, the volumes subject to the Inventory Intermediation Agreement totaled 5.5 million barrels and 5.5 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels.

The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by ASC 815 Derivatives and Hedging ("ASC 815") and ASC 825, Financial Instruments ("ASC 825").

Therefore, the crude oil and refined products barrels subject to the Inventory Intermediation Agreement will continue to be reported in our condensed consolidated balance sheets until processed and sold to a third party.

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

The February 21, 2025 amendment did not change the base layer volumes of the Inventory Intermediation Agreement, and the liability associated with the base layer volumes is recorded as long-term in the accompanying condensed consolidated balance sheet.

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 condensed consolidated balance sheets.

Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other in the condensed consolidated statements of income.

With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in fair value due to commodity-index price totaling $ 76.3 million and $ 13.8 million during the three and nine months ended September 30, 2024, respectively, and totaling $( 83.5 ) million and $( 44.5 ) million during the three and nine months ended September 30, 2023, respectively.

Notes to Consolidated Financial Statements

With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in fair value due to commodity-index price totaling $ 3.3 million and $( 81.8 ) million during the three months ended March 31, 2025 and 2024, respectively.

See Note 12 for discussion of gains and losses recognized from changes in fair value.

Notes to Condensed Consolidated Financial Statements (unaudited)

Long-Term Obligations

Outstanding borrowings under debt instruments are as follows (in millions):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Delek Term Loan Credit Facility $ 928.6 $ 931.0

Delek Logistics Revolving Facility 705.1 435.4

Delek Logistics Term Loan Facility — 281.3

Delek Logistics 2028 Notes 400.0 400.0

Delek Logistics 2029 Notes 1,050.0 1,050.0

Delek Logistics 2029 Notes 1,050.0 —

United Community Bank Revolver 5.0 5.0

Principle amount of long-term debt 3,083.7 2,816.4

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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 September 30, 2024 and December 31, 2023, the weighted average borrowing rate was approximately 7.67 % and 8.96 %, respectively.

The effective interest rate was 8.90 % as of September 30, 2024.

Delek Logistics Term Loan Facility

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 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.

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

Revolving Credit Facilities

Available capacity and amounts outstanding for each of our revolving credit facilities as of September 30, 2024 are shown below (in millions):

At March 31, 2025 and December 31, 2024, the weighted average borrowing rate was approximately 7.42 % and 7.44 %, respectively.

The effective interest rate was 8.62 % as of March 31, 2025.

Available capacity and amounts outstanding for each of our revolving credit facilities as of March 31, 2025 are shown below (in millions):

Total Capacity

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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 September 30, 2024 and December 31, 2023, the weighted average interest rate was 7.70 % and 8.46 %, respectively.

As of March 31, 2025 and December 31, 2024, the weighted average interest rate was 7.19 % and 7.27 %, respectively.

(3) Interest is measured as a variable rate equal to the Wall Street Journal Prime Rate minus 0.50 %.

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

The weighted average borrowing rate as of September 30, 2024 and December 31, 2023 was 7.50 % and 7.75 %, respectively.

Notes to Consolidated Financial Statements

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

Delek Logistics 2029 Notes

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The net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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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 in the condensed 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 in the condensed 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, commencing September 15, 2024.

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.

As of September 30, 2024, the effective interest rate was 8.90 %.

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 March 31, 2025, the effective interest rate was 8.81 %.

Delek Logistics 2028 Notes

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Interest is payable semi-annually in arrears on June 1 and December 1.

As of September 30, 2024, the effective interest rate was 7.38 %.

As of March 31, 2025, the effective interest rate was 7.38 %.

2024 Debt Extinguishment

Delek Logistics Term Loan Facility

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.

Debt extinguishment costs were $ 2.1 million for the three months ended March 31, 2024 and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Delek Logistics 2025 Notes

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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.

The Company received tenders from holders of approximately $ 156.2 million in aggregate principal amount.

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 condensed consolidated statements of income.

Notes to Consolidated Financial Statements

Debt extinguishment costs were $ 1.5 million for the three months ended March 31, 2024 and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Guarantees Under Revolver and Term Facilities

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Certain of our debt facilities contain limitations on future transactions such as incurrence of additional indebtedness, investments, affiliate transactions, asset acquisitions or dispositions, and dividends or distributions.

As of September 30, 2024, we were in compliance with covenants on all of our debt instruments.

As of March 31, 2025, we were in compliance with covenants on all of our debt instruments.

Some of Delek's subsidiaries have restrictions in their respective credit facilities limiting their use of assets.

As of September 30, 2024, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use.

As of March 31, 2025, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use

Notes to Condensed Consolidated Financial Statements (unaudited)

Derivative Instruments

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Our Canadian crude trading operations are accounted for as derivative instruments, and the related unrealized and realized gains and losses are recognized in other operating income, net on the condensed consolidated statements of income.

Additionally, as of and for the three and nine months ended September 30, 2024, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below.

Additionally, as of and for the three months ended March 31, 2025, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below.

Futures, swaps or other commodity related derivative instruments that are utilized to specifically provide economic hedges on our Canadian forward contract or investment positions are recognized in other operating income, net because that is where the related underlying transactions are reflected.

Notes to Consolidated Financial Statements

From time to time, we also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our RINs Obligation.

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Changes in the fair value of these future RINs commitment contracts are recorded in cost of materials and other on the condensed consolidated statements of income.

As of September 30, 2024, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.

The following table presents the fair value of our derivative instruments as of September 30, 2024 and December 31, 2023.

As of March 31, 2025, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.

The following table presents the fair value of our derivative instruments as of March 31, 2025 and December 31, 2024.

The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under our master netting arrangements, including cash collateral on deposit with our counterparties.

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See Note 12 for further information regarding the fair value of derivative instruments (in millions).

September 30, 2024 December 31, 2023

Notes to Condensed Consolidated Financial Statements (unaudited)

March 31, 2025 December 31, 2024

Derivative Type Balance Sheet Location Assets Liabilities Assets Liabilities

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Other current liabilities — — 5.4 ( 5.4 )

Commodity derivatives (1)

Other long-term liabilities 0.1 ( 0.6 ) — —

RINs commitment contracts (2)

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Total net fair value of derivatives $ 4.6 $ ( 3.9 ) $ 13.6 $ ( 10.7 )

(1) As of September 30, 2024 and December 31, 2023, we had open derivative positions representing 28,004,500 and 55,336,870 barrels, respectively, of crude oil and refined petroleum products.

Additionally, as of September 30, 2024, we had open derivative positions representing 4,005,000 million British Thermal Units ("MMBTU") of natural gas products.

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

(2) As of September 30, 2024 and December 31, 2023, we had open RINs commitment contracts representing 43,593,000 and 41,636,461 RINs, respectively.

(3) As of September 30, 2024 and December 31, 2023, $ 3.2 million and $ 1.8 million, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.

(1) As of March 31, 2025 and December 31, 2024, we had open derivative positions representing 21,438,450 and 18,471,700 barrels, respectively, of crude oil and refined petroleum products.

Additionally, as of March 31, 2025, we had no open derivative positions representing natural gas products.

We had 1,495,000 open derivative positions of natural gas products as of December 31, 2024.

(2) As of March 31, 2025 and December 31, 2024, we had open RINs commitment contracts representing 28,815,458 and 36,000,000 RINs, respectively.

(3) As of March 31, 2025 and December 31, 2024, $ 0.8 million and $ 7.5 million, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.

Total gains (losses) on our non-trading commodity derivatives and RINs commitment contracts recorded in the condensed consolidated statements of income are as follows (in millions) (3) :

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

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

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

( 4.1 ) — ( 4.1 ) —

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

Total gains (losses) $ 13.1 $ ( 21.7 )

(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized (losses) gains of $ 8.0 million and $( 1.3 ) million for the three and nine months ended September 30, 2024, respectively, and $( 78.8 ) million and $( 55.5 ) million for the three and nine months ended September 30, 2023, respectively.

(2) Losses on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized (losses) gains of $( 5.2 ) million for the three and nine months ended September 30, 2024.

There were no unrealized (losses) gains for the three and nine months ended September 30, 2023.

(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains of $ 1.6 million and losses of $( 9.0 ) million for the three months ended March 31, 2025 and 2024 , respectively.

(2) Losses on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $( 3.4 ) million for the three months ended March 31, 2025.

There were no unrealized gains (losses) on interest rate derivatives that are economic hedges, but not designated as hedging instruments for the three months ended March 31, 2024.

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

Notes to Consolidated Financial Statements

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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

Three Months Ended March 31,

Trading Physical Forward Contract Commodity Derivatives

Realized gains (losses) $ — $ 0.8 $ ( 0.1 ) $ 8.0

Unrealized gains — — — 0.1

Total $ — $ 0.8 $ ( 0.1 ) $ 8.1

Trading Hedging Commodity Derivatives

Realized losses $ — $ ( 0.4 ) $ — $ ( 2.1 )

Unrealized gains — 0.2 — 2.5

Realized gains $ — $ 0.2

Unrealized gains (losses) — —

Total $ — $ 0.2

Notes to Condensed Consolidated Financial Statements (unaudited)

Fair Value Measurements

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Our commodity derivative contracts, which consist of commodity swaps, exchange-traded futures, options and physical commodity forward purchase and sale contracts (that do not qualify for the NPNS exception under ASC 815), are valued based on exchange pricing and/or price index developers such as Platts or Argus and are, therefore, classified as Level 2.

Our RINs commitment contracts are future commitments to purchase or sell RINs at fixed prices and quantities and are used to manage the costs associated with our "Consolidated Net RINs Obligation" which is the sum of our individual obligated parties’ Net RINs Obligations as well as RINs held by our non-obligated parties which meet our recognition criteria.

Our RINs commitment contracts are future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our "Consolidated Net RINs Obligation" which is the sum of our individual obligated parties’ Net RINs Obligations as well as RINs held by our non-obligated parties which meet our recognition criteria.

These RINs commitment contracts (which are forward contracts accounted for as derivatives – see Note 11) are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service.

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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 condensed consolidated statements of income.

With respect to our Consolidated Net RINs Obligation, we recognized losses of $( 0.6 ) million and $( 0.3 ) million on changes in fair value for the three and nine months ended September 30, 2024, respectively, and gains totaling $ 3.6 million and $ 1.8 million for the three and nine months ended September 30, 2023, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of each quarter.

Notes to Consolidated Financial Statements

With respect to our Consolidated Net RINs Obligation, we recognized losses of $( 1.1 ) million on changes in fair value for the three months ended March 31, 2025, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of the quarter.

There were no changes in fair value for the three months ended March 31, 2024.

We elected to account for our Inventory Intermediation step-out liability at fair value in accordance with ASC 825, as it pertains to the fair value option.

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The fair value of the Delek Logistics 2028 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 $ 400.0 million and $ 401.8 million, respectively, as of September 30, 2024, and $ 400.0 million and $ 380.4 million, respectively, at December 31, 2023.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 400.2 million, respectively, as of March 31, 2025, and $ 400.0 million and $ 399.1 million, respectively, at December 31, 2024.

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 $ 1,105.3 million, respectively, as of September 30, 2024.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 1,050.0 million and $ 1,088.7 million, respectively, as of March 31, 2025, and $ 1,050.0 million and $ 1,086.9 million, respectively, at December 31, 2024.

Notes to Condensed Consolidated Financial Statements (unaudited)

The fair value approximates the historical or amortized cost basis comprising our carrying value for all other financial instruments and therefore are not included in the table below.

The fair value hierarchy for our financial assets and liabilities accounted for at fair value on a recurring basis was as follows (in millions):

As of September 30, 2024

As of March 31, 2025

Level 1 Level 2 Level 3 Total

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Commodity derivatives $ — $ 24.9 $ — $ 24.9

Interest rate swap derivatives — 8.3 — 8.3

RINs commitment contracts — 0.3 — 0.3

Total assets — 33.5 — 33.5

Commodity derivatives — ( 27.4 ) — ( 27.4 )

Interest rate derivatives — ( 5.1 ) — ( 5.1 )

RINs commitment contracts — ( 5.6 ) — ( 5.6 )

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Net liabilities $ — $ ( 443.9 ) $ — $ ( 443.9 )

Notes to Consolidated Financial Statements

The derivative values above are based on analysis of each contract as the fundamental unit of account as required by ASC 820.

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This differs from the presentation in the financial statements which reflects our policy, wherein we have elected to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty and where the legal right of offset exists.

As of September 30, 2024 and December 31, 2023, $ 3.2 million and $ 1.8 million, respectively, of cash collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty.

As of March 31, 2025 and December 31, 2024, $ 0.8 million and $ 7.5 million, respectively, of cash collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty.

See Note 11 for further information regarding derivative instruments.

Non-Recurring Fair Value Measurements

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 Gravity Acquisition was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the closing date.

The fair value measurements were based on a combination of valuation methods including discounted cash flows, the market approach and obsolescence adjusted replacement costs, all of which are Level 3 inputs.

During the second quarter of 2024, we recorded an impairment for our three biodiesel facilities.

Our estimate of the fair value of the impaired long-lived assets as of June 30, 2024, 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 17 for further information regarding the asset impairment recorded.

Notes to Condensed Consolidated Financial Statements (unaudited)

Commitments and Contingencies

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While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations.

As of September 30, 2024, we have recorded an environmental liability of approximately $ 37.7 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own.

As of March 31, 2025, we have recorded an environmental liability of approximately $ 36.3 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own.

This liability includes estimated costs for ongoing investigation and remediation efforts for known contamination of soil and groundwater.

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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.

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 expense (income), net in the condensed consolidated statements of income.

Notes to Consolidated Financial Statements

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 was formally terminated in the settlement.

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 expense (income), net in the condensed consolidated statements of income.

We are also subject to various regulatory requirements related to carbon emissions and the compliance requirements to remit environmental credit obligations due to the EPA or other regulatory agencies, the most significant of which relates to the RINs Obligation subject to the EPA’s Renewable Fuel Standard - 2 ("RFS-2") regulations.

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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.

Other Losses and Contingencies

Delek maintains property damage insurance policies which have varying deductibles.

Delek also maintains business interruption insurance policies, with varying coverage limits and waiting periods.

Covered losses in excess of the deductible and outside of the waiting period will be recoverable under th e property and business interruption insurance policies.

El Dorado Refinery Fire

On February 27, 2021, our El Dorado refinery experienced a fire in its Penex unit.

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.

An additional $ 1.1 million and $ 11.6 million of insurance proceeds and other recoveries was recognized as a gain, in excess of property damage losses, during the three and nine months ended September 30, 2024.

An additional $ 10.6 million of other recoveries was recognized as a gain, related to business interruption claims, during the nine months ended September 30, 2024.

No business interruption claims were recorded during the three months ended September 30, 2024.

We recognized a gain of $ 0.2 million and $ 1.1 million during the three and nine months ended September 30, 2023, respectively, related to business interruption claims.

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

Under ASC 740, Income Taxes (“ASC 740”), we generally use an estimated annual tax rate to record income taxes.

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In certain situations, the estimated annual tax rate may distort the interim income tax provision due to significant permanent differences.

In such cases, the interim income tax provision is based on the year-to-date effective tax rate, adjusting for permanent differences proportionall y.

In the three and nine months ended September 30, 2024, income taxes were calculated based on the estimated annual effective tax rate versus the year-to-date effective tax rate.

In the three and nine months ended September 30, 2023, income taxes were calculated based on the estimated annual tax rate.

Our effective tax rate for continuing operations was 23.0 % and 22.3 % for the three and nine months ended September 30, 2024, respectively, and 18.8 % and 17.3 % for the three and nine months ended September 30, 2023, respectively.

In such cases, the interim income tax provision is based on the year-to-date effective tax rate, adjusting for permanent differences proportionally .

In the three months ended March 31, 2025, income taxes were calculated based on the estimated annual effective tax rate.

In the three months ended March 31, 2024, income taxes were calculated based on the year-to-date effective tax rate as a proxy for the estimated annual effective tax rate.

Our effective tax rate for continuing operations was 18.9 % and 21.1 % for the three months ended March 31, 2025 and 2024, respectively.

The difference between the effective tax rate and the statutory rate is generally attributable to permanent differences and discrete items.

The change in our effective tax rate for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 was primarily due to a decrease in quarter to date pre-tax earnings and the impact of fixed dollar favorable permanent adjustments on the quarter.

Notes to Consolidated Financial Statements

The change in our effective tax rate for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was primarily due to a decrease in quarter-to-date pre-tax earnings, the impact of fixed dollar favorable permanent adjustments, and changes in valuation allowances on the quarter.

Notes to Condensed Consolidated Financial Statements (unaudited)

Related Party Transactions

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Transactions with our related parties were as follows for the periods presented (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

$ 21.1 $ 22.0

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The detail of other current assets is as follows (in millions):

Other Current Assets September 30, 2024 December 31, 2023

Other Current Assets March 31, 2025 December 31, 2024

Prepaid expenses $ 73.4 $ 69.2

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Income and other tax receivables 5.1 6.7

Investment commodities — 4.0

Other 7.2 0.8

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The detail of accrued expenses and other current liabilities is as follows (in millions):

Accrued Expenses and Other Current Liabilities September 30, 2024 December 31, 2023

Crude purchase liabilities $ 181.6 $ 190.7

Accrued Expenses and Other Current Liabilities March 31, 2025 December 31, 2024

Product financing agreements $ 237.2 $ 185.9

Crude purchase liabilities 191.9 193.9

Income and other taxes payable 93.1 101.1

Employee costs 53.7 64.7

Consolidated Net RINs Obligation deficit (see Note 12)

Employee costs 31.3 43.2

Deferred revenue 17.9 6.9

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During the fiscal year 2022, we initiated a cost optimization plan to improve efficiencies and align our workforce with strategic activities and operations.

During the second quarter of 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 nine months ended months ended September 30, 2024.

No severance and benefit expenses were recognized in the three months ended September 30, 2024.

During the third quarter 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 three and nine months ended September 30, 2024 which is recorded in other operating (income) loss, net in the condensed consolidated statements of income.

In addition, we recognized impairment charges totaling $ 9.2 million related to certain pipeline assets because it's long longer probable these assets will be utilized.

During the three and nine months ended September 30, 2024, we recorded a bonus accrual 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 $ 10.4 million of which $ 6.6 million is recorded in general and administrative expenses and $ 3.8 million is recorded in operating expenses in the condensed consolidated statements of income.

Notes to Consolidated Financial Statements

The recorded costs include an accrual of $ 3.9 million and $ 10.4 million as of March 31, 2025 and December 31, 2024, respectively.

We anticipate concluding our restructuring activities by the end of fiscal year 2026.

Future cost estimates for these initiatives are continuing to be developed.

The detail of restructuring costs is as follows (in millions):

Three Months Ended September 30, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Bonus expense General and administrative expenses $ — $ — $ 6.6 $ 6.6

Severance costs and bonus expense Operating expenses — — 3.8 3.8

Impairment Asset impairment — — 9.2 9.2

Asset write-off Other operating (income) loss, net 14.1 — — 14.1

Total $ 14.1 $ — $ 19.6 $ 33.7

Three Months Ended September 30, 2023

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees and severance costs General and administrative expenses $ — $ — $ 3.5 $ 3.5

Total $ — $ — $ 3.5 $ 3.5

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees, severance costs and bonus expense General and administrative expenses $ — $ — $ 9.9 $ 9.9

Severance costs and bonus expense Operating expenses 0.4 — 3.8 4.2

Impairment Asset impairment 22.1 — 9.2 31.3

Asset write-off Other operating (income) loss, net 14.1 — — 14.1

Consulting fees, severance costs and equity based compensation General and administrative expenses $ — $ — $ 7.5 $ 7.5

Severance costs and equity based compensation Operating expenses 0.3 — 0.6 0.9

Total $ 0.3 $ — $ 8.1 $ 8.4

Nine Months Ended September 30, 2023

Notes to Condensed Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

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2005 Long-Term Incentive Plans (collectively, the "Incentive Plans")

Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $ 7.8 million and $ 20.4 million for the three and nine months ended September 30, 2024, respectively, and $ 7.1 million and $ 17.9 million for the three and nine months ended September 30, 2023, respectively, and are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income.

These amounts exclude amounts related to discontinued operations of $ 1.4 million and $ 1.6 million for the three and nine months ended September 30, 2024, respectively, and $ 0.1 million and $ 0.1 million for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, there was $ 44.2 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 1.6 years.

Notes to Consolidated Financial Statements

We issued net shares of common stock of 59,485 and 506,524 as a result of exercised or vested equity-based awards during the three and nine months ended September 30, 2024, respectively, and 48,154 and 409,993 for the three and nine months ended September 30, 2023, respectively.

These amounts are net of 21,881 and 224,973 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three and nine months ended September 30, 2024, respectively, and 59,836 and 205,944 shares during the three and nine months ended September 30, 2023, respectively.

Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $ 5.9 million and $ 6.2 million for the three months ended March 31, 2025 and 2024, respectively.

These amounts, excluding amounts related to discontinued operations of $ 0.1 million for the three months ended March 31, 2024, are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income.

As of March 31, 2025, there was $ 38.0 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 1.5 years.

We issued net shares of common stock of 61,150 and 44,374 as a result of exercised or vested equity-based awards during the three months ended March 31, 2025 and 2024, respectively.

These amounts are net of 25,730 and 35,434 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three months ended March 31, 2025 and 2024, respectively.

Shareholders' Equity

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February 18, 2025 $ 0.255 March 3, 2025 March 10, 2025

May 2, 2024 $ 0.250 May 17, 2024 May 24, 2024

July 31, 2024 $ 0.255 August 12, 2024 August 19, 2024

October 30, 2024 $ 0.255 November 12, 2024 November 18, 2024

April 29, 2025 $ 0.255 May 12, 2025 May 19, 2025

Stock Repurchase Program

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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 three and nine months ended September 30, 2024, 942,329 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 20.0 million.

During the three and nine months ended September 30, 2023, 981,690 and 2,793,317 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 25.0 million and $ 65.4 million, respectively.

As of September 30, 2024, there was $ 565.1 million of authorization remaining under Delek's aggregate stock repurchase program.

During the three months ended March 31, 2025, 2,009,420 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 31.5 million.

No shares were repurchased for the three months ended March 31, 2024.

As of March 31, 2025, there was $ 512.1 million of authorization remaining under Delek's aggregate stock repurchase program.

Subsequent Events

Subsequent to September 30, 2024, we made repurchases of 548,275 shares of our common stock that were cancelled at the time of transaction for approximately $ 10.0 million.

Delek Logistics

On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending business to Delek Logistics (the "DPG Dropdown”).

In connection with the DPG Dropdown, Delek Logistics will assume all of the rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System.

Total consideration included the execution of the Termination Agreement (as defined below), the execution of the Throughput Agreement (as defined below), the execution of the El Dorado Purchase Agreement (as defined below) and cancellation of $ 58.8 million in payables owed to Delek Logistics.

On May 1, 2025, we entered into a termination agreement with Delek Logistics to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026 ("Termination Agreement").

On May 1, 2025, in connection with the DPG Dropdown, we amended and restated a throughput agreement with Delek Logistics for the El Dorado rail facility (the “Throughput Agreement”), which includes a minimum volume commitment for refined products until the termination of the Throughput Agreement, which will occur at the closing of the El Dorado Purchase (as defined below).

Additionally, on May 1, 2025, in connection with the DPG Dropdown, we entered into an asset purchase agreement with Delek Logistics (the “El Dorado Purchase Agreement”),

Notes to Condensed Consolidated Financial Statements (unaudited)

where we will purchase the related El Dorado rail facility assets from Delek Logistics for cash consideration of $ 25.0 million (the “El Dorado Purchase”).

The El Dorado Purchase is currently set to close January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides for an increase in the Administrative Fee (as defined therein) which will be phased in over two years beginning July 1, 2025 and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.

These transactions with Delek Logistics will be eliminated in consolidation.

Interest Rate Swap

On May 2, 2025, 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 $ 200.0 million of the outstanding principal throughout the duration of the interest rate swap.

Management's Discussion and Analysis

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

What changed 10-Q

Item 1. Financial Statements