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Item 5. Other Information

2025-05-07 compared with 2024-11-07 · 36 added, 57 removed, 22 unchanged (81% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

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

Board Chair Appointment

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

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

As Chair of the Board, Mr.

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

Appointment of Chief Financial Officer

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

At that time, Mr.

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

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

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

From 2004 through 2011, Mr.

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

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

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

There are no transactions between Mr.

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

Amendments to Executive Employment Agreements

In connection with Mr.

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

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

In connection with Mr.

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

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

The Company also agreed to provide Mr.

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

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

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

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

provided that Mr.

Soreq would only receive accrued compensation and benefits if Mr.

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

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

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

During the quarter ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

Intercompany Transactions

On May 1, 2025, we and certain of our subsidiaries entered into a series of intercompany transactions with Delek Logistics and certain of its subsidiaries, as described below.

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

In approving the series of intercompany transactions, the Audit Committee and Conflicts Committee took into consideration the related party transaction policies of the Company and Delek Logistics, respectively, our Fifth Amended and Restated Bylaws and Delek Logistics’ Third Amended and Restated Limited Partnership Agreement, respectively, and retained independent legal advisors to assist in evaluating and negotiating the agreements implicated in the intercompany transactions.

The Conflicts Committee also retained independent accounting and financial advisors to assist in evaluating the intercompany transactions.

Delek Permian Gathering Dropdown

On May 1, 2025, the Company conveyed, through its subsidiaries, the Delek Permian Gathering purchasing and blending business to Delek Logistics (the “Dropdown Transaction”), as reflected in that certain Contribution, Conveyance and Assumption Agreement, dated May 1, 2025 (the “Contribution Agreement”).

In connection with the Dropdown Transaction, the Company will contribute and convey, and Delek Logistics will assume all of our rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System and in consideration of such contribution and conveyance Delek Logistics’ has agreed to (1) enter into the Termination Agreement (defined below), (2) enter into the Throughput Agreement (defined below), (3) enter into the El Dorado Purchase Agreement (defined below), and (4) to issue in the form of a book entry a cancellation of $58,800,000 of existing receivables owed by the Company to

Other Information

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

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

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

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

The Company also agreed to provide Ms.

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

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

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

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

and Delek Logistics Partners, LP.

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

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

Bank Trust Company, National Association, as trustee.

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

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

Delek Logistics;

provided, that if the Delek Logistics receivables are less than $58,800,000 as of May 1, 2025, then Delek Logistics shall issue a book entry credit toward the payment of future Delek Logistics receivables owed by the Company for such difference.

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

Termination of the East Texas Marketing Agreement

On May 1, 2025, the Company and Delek Logistics, through their subsidiaries, entered into that certain Termination Agreement to terminate, in its entirety, the East Texas Marketing Agreement, dated November 7, 2012, by and between DK Trading & Supply, LLC, a wholly owned subsidiary of the Company, and Delek Marketing & Supply, LP, a wholly owned subsidiary of Delek Logistics, as amended by that certain First Amendment to Marketing Agreement dated July 26, 2013, and that certain Second Amendment to Marketing Agreement dated December 19, 2016 (the “Termination Agreement”).

The Termination Agreement shall be effective as of January 1, 2026.

El Dorado Rail Facility Throughput Agreement

On May 1, 2025, in connection with the Dropdown Transaction, the Company and Delek Logistics, through their subsidiaries, entered into that certain Second Amended and Restated Throughput Agreement for the El Dorado Rail Facility (the “Throughput Agreement”).

The Throughput Agreement provides minimum volume commitment for Refined Products (as defined therein) until the termination of the Throughput Agreement, which will occur at the closing of the El Dorado Purchase (as defined below).

El Dorado Rail Facility Asset Purchase Agreement

On May 1, 2025, in connection with the Dropdown Transaction, the Company and Delek Logistics, through their subsidiaries, entered into that certain Asset Purchase Agreement (the “El Dorado Purchase Agreement”).

Pursuant to the El Dorado Purchase Agreement, the Company, through its subsidiaries, will purchase the Transferred Assets (as defined therein) from Delek Logistics for cash consideration of $25,000,000 (the “El Dorado Purchase”).

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

Fifth Amended and Restated Omnibus Agreement

On May 1, 2025, the Company and the Partnership entered into a Fifth Amended and Restated Omnibus Agreement with certain of their respective subsidiaries (the “Amended Omnibus Agreement”).

The Amended Omnibus Agreement provides for an increase in the Administrative Fee (as defined therein) which shall be phased in over the two (2) years commencing on July 1, 2025 and a binding obligation for both parties to negotiate in good faith the provision of transition services by the Company in the event of a change in control of Delek Logistics.

The foregoing description of the Amended Omnibus Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Omnibus Agreement, which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q.

# Contribution, Conveyance and Assumption Agreement, by and among DK Trading & Supply, LLC, Delek Marketing & Supply, LP, Delek Logistics Partners, LP and Delek US Holdings, Inc., dated as of May 1, 2025.

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

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

*# Offer Letter, by and among Delek US Holdings, Inc., Delek Logistics Partners, L.P and Robert Wright, dated as of March 29, 2025.

# Fifth Amended and Restated Omnibus Agreement, by and among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC and Delek Logistics GP, LLC, dated as of May 1, 2025.

# Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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

104 The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL.

101 The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of March 31, 2025 and March 31, 2024 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2025 and 2024 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2025 and 2024 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104 The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, has been formatted in Inline XBRL.

* Management contract or compensatory plan or arrangement

# Filed herewith

5 unchanged sentences

(Principal Executive Officer)

/s/ Reuven Spiegel

Reuven Spiegel

/s/ Mark Hobbs

Executive Vice President, Chief Financial Officer

4 unchanged sentences

(Principal Accounting Officer)

November 7, 2024

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

What changed 10-Q

Item 5. Other Information