What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 359 added, 155 removed, 816 unchanged (39% of the section changed)

3 unchanged sentences

(In millions, except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

32 unchanged sentences

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, 78,208,023 shares and 80,127,994 shares issued at March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 110,000,000 shares authorized, 78,002,696 shares and 80,127,994 shares issued at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,243.3 1,215.9

Accumulated other comprehensive loss ( 4.2 ) ( 4.1 )

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

Treasury stock, 17,575,527 shares, at cost, at June 30, 2025 and December 31, 2024, respectively

( 694.1 ) ( 694.1 )

8 unchanged sentences

(In millions, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net revenues $ 2,764.6 $ 3,308.1 $ 5,406.5 $ 6,436.1

7 unchanged sentences

Depreciation and amortization 6.5 7.7 12.8 13.0

Other operating income, net ( 7.0 ) ( 1.7 )

Asset impairment — 22.1 — 22.1

Other operating expense (income), net 0.4 ( 78.7 ) ( 6.6 ) ( 80.4 )

Total operating costs and expenses 2,798.1 3,303.5 5,565.8 6,402.3

2 unchanged sentences

Income from equity method investments ( 22.2 ) ( 30.4 ) ( 35.5 ) ( 52.3 )

Other income, net ( 1.6 ) ( 0.6 )

Other expense (income), net 6.2 — 4.6 ( 0.6 )

Total non-operating expense, net 69.9 47.2 139.1 112.4

11 unchanged sentences

Loss from continuing operations $ ( 1.75 ) $ ( 0.70 ) $ ( 4.53 ) $ ( 1.26 )

Income from discontinued operations — 0.05

(Loss) income from discontinued operations ( 0.01 ) 0.12 ( 0.02 ) 0.17

Total basic loss per share $ ( 1.76 ) $ ( 0.58 ) $ ( 4.55 ) $ ( 1.09 )

1 unchanged sentence

Loss from continuing operations $ ( 1.75 ) $ ( 0.70 ) $ ( 4.53 ) $ ( 1.26 )

Income from discontinued operations — 0.05

(Loss) income from discontinued operations ( 0.01 ) 0.12 ( 0.02 ) 0.17

Total diluted loss per share $ ( 1.76 ) $ ( 0.58 ) $ ( 4.55 ) $ ( 1.09 )

7 unchanged sentences

(In millions)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net loss $ ( 90.1 ) $ ( 26.1 ) $ ( 248.6 ) $ ( 51.3 )

7 unchanged sentences

(In millions, except share and per share data)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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 March 31, 2025

78,208,023 $ 0.8 $ 1,248.2 $ ( 4.1 ) $ ( 395.4 ) ( 17,575,527 ) $ ( 694.1 ) $ 274.0 $ 429.4

Net (loss) income — — — — ( 106.4 ) — — 16.3 ( 90.1 )

Common stock dividends ($ 0.255 per share)

— — — — ( 15.5 ) — — — ( 15.5 )

Distributions to non-controlling interests — — — — — — — ( 21.7 ) ( 21.7 )

Equity-based compensation expense — — 7.1 — — — — 0.6 7.7

Repurchase of common stock ( 685,050 ) — ( 10.9 ) — ( 2.0 ) — — — ( 12.9 )

Taxes paid due to the net settlement of equity-based compensation — — ( 3.2 ) — — — — ( 0.4 ) ( 3.6 )

Exercise of equity-based awards 415,334 — — — — — — — —

Other 64,389 — 2.1 ( 0.1 ) ( 0.5 ) — — 0.1 1.6

Balance at June 30, 2025

78,002,696 $ 0.8 $ 1,243.3 $ ( 4.2 ) $ ( 519.8 ) ( 17,575,527 ) $ ( 694.1 ) $ 268.9 $ 294.9

Three Months Ended June 30, 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 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

Net income — — — — ( 37.2 ) — — 11.1 ( 26.1 )

Common stock dividends ($ 0.250 per share)

— — — — ( 16.0 ) — — — ( 16.0 )

Distributions to non-controlling interests — — — — — — — ( 13.8 ) ( 13.8 )

Equity-based compensation expense — — 7.3 — — — — 0.3 7.6

Taxes paid due to the net settlement of equity-based compensation — — ( 3.9 ) — — — — ( 0.2 ) ( 4.1 )

Exercise of equity-based awards 402,665 — — — — — — — —

Other 56,889 — 0.6 — ( 0.2 ) — — ( 0.3 ) 0.1

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

Financial Statements

Delek US Holdings, Inc.

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

(In millions, except share and per share data)

Six Months Ended June 30, 2025

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

11 unchanged sentences

Other 92,688 — 3.4 ( 0.1 ) ( 0.7 ) — — ( 1.8 ) 0.8

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

Balance at June 30, 2025 78,002,696 $ 0.8 $ 1,243.3 $ ( 4.2 ) $ ( 519.8 ) ( 17,575,527 ) $ ( 694.1 ) $ 268.9 $ 294.9

Six Months Ended June 30, 2024

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

8 unchanged sentences

Exercise of equity-based awards 447,039 — — — — — — — —

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

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

Other 98,660 — 1.8 — ( 0.4 ) — — ( 0.4 ) 1.0

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

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

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Deferred income taxes ( 51.2 ) ( 15.9 )

Asset impairment — 22.1

Income from equity method investments ( 35.5 ) ( 52.3 )

49 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental disclosures of cash flow information:

1 unchanged sentence

Interest, net of capitalized interest of $ 7.0 million and $ 0.7 million in the 2025 and 2024 periods, respectively

$ 163.6 145.2

Income taxes $ 1.0 $ 3.2

Non-cash investing activities:

3 unchanged sentences

Non-cash lease liability arising from obtaining right-of-use assets during the period $ 32.5 $ 11.2

Non-cash right of use asset decrease due to lease termination during the period $ ( 1.6 ) $ —

See accompanying notes to the condensed consolidated financial statements

29 unchanged sentences

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

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

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

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

See Note 4 for further information regarding discontinued operations.

1 unchanged sentence

Accounting Pronouncements Not Yet Adopted

ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a VIE

In May 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in a VIE.

This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date.

The adoption of ASU 2025-03 will not affect our financial position or our results of operations, but could impact future business combinations.

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").

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

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

13 unchanged sentences

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.

For the three and six months ended June 30, 2025, we incurred $ 1.0 million and $ 4.1 million, respectively, 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.

Our results of operations included revenue and net income of $ 24.0 million and $ 8.1 million, respectively, for the three months ended June 30, 2025, and $ 46.8 million and $ 18.0 million, respectively, for the period from January 2, 2025, through June 30, 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.

33 unchanged sentences

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.

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

5 unchanged sentences

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

Fair Value Adjustments

During the three months ended June 30, 2025, the Partnership recorded the following fair value adjustments to the preliminary purchase price allocation, based on new information about facts and circumstances that existed as of the acquisition date:

Balance Sheet Description Preliminary Value Adjusted Value Change

Property, plant and equipment 208.3 192.8 ( 15.5 )

Other intangibles 82.6 99.5 16.9

Asset retirement obligations 7.2 8.6 1.4

Notes to Condensed Consolidated Financial Statements (unaudited)

6 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

4 unchanged sentences

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

See Note 6 for further information on Preferred Units.

See Note 6 for further information on the Preferred Units.

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

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.

For the three and six months ended June 30, 2025, we incurred $ 0.3 million and $ 0.4 million, respectively, 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 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.

Our results of operations included revenue and net income of $ 15.3 million and $ 6.4 million, respectively, for the three months ended June 30, 2025, and $ 31.8 million and $ 13.5 million, respectively, for the six months ended June 30, 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.

28 unchanged sentences

(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 $ 26.3 million, which will be amortized over an 13.4 years useful life.

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

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

1 unchanged sentence

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.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of June 30, 2025.

There have been no significant adjustments to the preliminary purchase price allocation during the three and six months ended June 30, 2025.

17 unchanged sentences

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.

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

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

1 unchanged sentence

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

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

While this reporting change did not change our consolidated results, the 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 Wink to Webster Pipeline ("WWP") joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics.

1 unchanged sentence

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

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

The operating results of DPG are now reported in our Logistics segment, while previously recorded in the Refining segment.

The disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions.

The CODM evaluates performance based upon EBITDA attributable to Delek.

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

The CODM evaluates performance based upon segment EBITDA attributable to Delek.

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

Segment EBITDA should not be considered a substitute for results prepared in accordance with U.S.

20 unchanged sentences

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

Notes to Condensed Consolidated Financial Statements (unaudited)

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):

Notes to Condensed Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2025

(In millions) Refining Logistics Corporate,

Other and Eliminations Consolidated

Three Months Ended June 30, 2025

Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 2,632.3 $ 132.3 $ 2,764.6

Inter-segment fees and revenues (1)

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

84.5 114.1 198.6

Total segment revenues $ 2,716.8 $ 246.4 $ 2,963.2

Elimination of inter-segment revenue ( 198.6 )

Total consolidated revenues $ 2,764.6

Cost of materials and other 2,478.5 119.3

4 unchanged sentences

Segment EBITDA attributable to Delek $ 95.1 $ 90.1 $ 185.2

Reconciling items to consolidated loss before income taxes

Corporate expenses, eliminations and other (2)

Depreciation and amortization 94.1

3 unchanged sentences

Net loss attributable to Delek $ ( 106.4 )

Three Months Ended June 30, 2025

Refining Logistics Corporate,

Other and Eliminations Consolidated

Depreciation and amortization $ 66.5 $ 30.2 $ ( 2.6 ) $ 94.1

Interest expense, net $ 43.0 $ 18.1 $ 24.8 $ 85.9

Income from equity method investments $ ( 11.7 ) $ ( 10.5 ) $ — $ ( 22.2 )

Capital spending (3)

$ 40.3 $ 119.2 $ 4.5 $ 164.0

Three Months Ended March 31, 2024

(In millions) Refining Logistics Corporate,

Notes to Condensed Consolidated Financial Statements (unaudited)

Three Months Ended June 30, 2024

Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 3,097.9 $ 107.7 $ 3,205.6

Inter-segment fees and revenues (1)

209.3 156.9 366.2

Total segment revenues $ 3,307.2 $ 264.6 $ 3,571.8

Elimination of inter-segment revenue ( 263.7 )

Total consolidated revenues $ 3,308.1

Cost of materials and other 3,150.4 138.1

Operating expenses 148.6 29.6

General and administrative expenses 4.3 6.0

Income from equity method investments ( 11.9 ) ( 7.9 )

Other ( 1.5 ) ( 1.8 )

Segment EBITDA attributable to Delek $ 17.3 $ 100.6 $ 117.9

Reconciling items to consolidated loss before income taxes

Corporate expenses, eliminations and other (2)

Depreciation and amortization 88.4

Interest expense, net 77.6

Income tax benefit ( 8.8 )

Income from discontinued operations, net of tax ( 7.7 )

Net loss attributable to Delek $ ( 37.2 )

Three Months Ended June 30, 2024

Refining Logistics Corporate,

Other and Eliminations (4)

Depreciation and amortization $ 57.4 $ 24.2 $ 6.8 $ 88.4

Interest expense, net $ 7.0 $ 35.2 $ 35.4 $ 77.6

Income from equity method investments $ ( 11.9 ) $ ( 7.9 ) $ ( 10.6 ) $ ( 30.4 )

Capital spending (3)

$ 47.0 $ 10.2 $ 7.1 $ 64.3

Notes to Condensed Consolidated Financial Statements (unaudited)

Six Months Ended June 30, 2025

Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 5,150.6 $ 255.9 $ 5,406.5

Inter-segment fees and revenues 174.5 240.4 414.9

Total segment revenues $ 5,325.1 $ 496.3 $ 5,821.4

Elimination of inter-segment revenue ( 414.9 )

Total consolidated revenues $ 5,406.5

Cost of materials and other 4,949.4 248.4

Operating Expenses 308.6 79.1

General and administrative expenses 6.8 17.8

Income from equity method investments ( 15.2 ) ( 20.7 )

Other ( 3.4 ) ( 3.9 )

Segment EBITDA attributable to Delek $ 78.9 $ 175.6 $ 254.5

Reconciling items to consolidated loss before income taxes

Corporate expenses, eliminations and other (2)

Depreciation and amortization 195.4

Interest expense, net 170.0

Income tax benefit ( 50.9 )

Loss from discontinued operations, net of tax 1.1

Net loss attributable to Delek $ ( 279.1 )

Six Months Ended June 30, 2025

Refining Logistics Corporate,

Other and Eliminations Consolidated

Depreciation and amortization $ 138.4 $ 61.1 $ ( 4.1 ) $ 195.4

Interest expense, net $ 79.1 $ 36.7 $ 54.2 $ 170.0

Income from equity method investments $ ( 15.2 ) $ ( 20.7 ) $ 0.4 $ ( 35.5 )

Capital spending (3)

$ 96.5 $ 191.1 $ 9.0 $ 296.6

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

Notes to Condensed Consolidated Financial Statements (unaudited)

Six Months Ended June 30, 2024

Refining Logistics Total

Net revenues (excluding intercompany fees and revenues) $ 6,019.5 $ 220.2 $ 6,239.7

Inter-segment fees and revenues (1)

396.0 296.5 692.5

Total segment revenues $ 6,415.5 $ 516.7 $ 6,932.2

Elimination of inter-segment revenue ( 496.1 )

Total consolidated revenues $ 6,436.1

Cost of materials and other 5,990.3 261.8

4 unchanged sentences

Segment EBITDA attributable to Delek $ 122.4 $ 200.3 $ 322.7

Reconciling items to consolidated loss before income taxes

Corporate expenses, eliminations and other (2)

Depreciation and amortization 180.1

2 unchanged sentences

Income from discontinued operations, net of tax ( 10.9 )

Net income attributable to Delek $ ( 32.6 )

Net loss attributable to Delek $ ( 69.8 )

Six Months Ended June 30, 2024

Refining Logistics Corporate,

Other and Eliminations (4)

Depreciation and amortization $ 118.8 $ 50.7 $ 10.6 $ 180.1

Interest expense, net $ 19.1 $ 75.5 $ 70.7 $ 165.3

Income from equity method investments $ ( 15.9 ) $ ( 16.4 ) $ ( 20.0 ) $ ( 52.3 )

Capital spending (3)

$ 68.5 $ 25.4 $ 12.2 $ 106.1

(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.

(1) Intercompany fees and sales for the refining segment include revenues of $ 102.5 million and $ 196.4 million during the three and six months ended June 30, 2024, respectively, to the Retail Stores, the operations of which are reported in discontinued operations.

(2) Corporate expenses, eliminations and other represents corporate costs that are not allocated to the operating segments, inter-segment cost eliminations and other unallocated shared service functions.

“Corporate expenses, eliminations and other” are included in the tables above to reconcile total Segment EBITDA attributable to Delek to the Company’s consolidated loss before income taxes.

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

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)

Capital spending excludes capital spending associated with the Retail Stores of $ 6.5 million and $ 10.6 million during the three and six months ended June 30, 2024, respectively.

(4) The corporate, other and eliminations operating results for the three and six months ended June 30, 2024, have been restated to reflect the reclassification of the Retail Stores to discontinued operations.

Discontinued Operations

5 unchanged sentences

The Retail Transaction closed on September 30, 2024.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Net revenues $ — $ 216.1 $ — $ 409.6

4 unchanged sentences

Other operating loss, net ( 0.6 ) 1.2 ( 0.7 ) 1.1

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

Other income, net — — — 0.1

2 unchanged sentences

(Loss) income from discontinued operations, net of tax $ ( 0.8 ) $ 7.7 $ ( 1.1 ) $ 10.9

Notes to Condensed Consolidated Financial Statements (unaudited)

Earnings (Loss) Per Share

3 unchanged sentences

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 Condensed Consolidated Financial Statements (unaudited)

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

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

(In millions, except share and per share data) Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Numerator for EPS - continuing operations

11 unchanged sentences

Loss from continuing operations $ ( 1.75 ) $ ( 0.70 ) $ ( 4.53 ) $ ( 1.26 )

Income from discontinued operations — 0.05

(Loss) income from discontinued operations ( 0.01 ) 0.12 ( 0.02 ) 0.17

Total basic loss per share $ ( 1.76 ) $ ( 0.58 ) $ ( 4.55 ) $ ( 1.09 )

1 unchanged sentence

Loss from continuing operations $ ( 1.75 ) $ ( 0.70 ) $ ( 4.53 ) $ ( 1.26 )

Income from discontinued operations — 0.05

(Loss) income from discontinued operations ( 0.01 ) 0.12 ( 0.02 ) 0.17

Total diluted loss per share $ ( 1.76 ) $ ( 0.58 ) $ ( 4.55 ) $ ( 1.09 )

3 unchanged sentences

Total antidilutive stock-based compensation 2,953,310 2,061,724 2,855,913 1,910,480

Notes to Condensed Consolidated Financial Statements (unaudited)

Delek Logistics

1 unchanged sentence

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

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.

As of June 30, 2025, we owned a 63.3 % 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.

1 unchanged sentence

See Note 2 - Acquisitions for additional information.

Notes to Condensed Consolidated Financial Statements (unaudited)

Delek Permian Gathering Dropdown

On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending activities to Delek Logistics.

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 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.

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”), 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.

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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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.

During the six months ended June 30, 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 six months ended June 30, 2024.

As of June 30, 2025, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Notes to Condensed Consolidated Financial Statements (unaudited)

Consolidated VIE

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

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

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Total liabilities and equity $ 2,752.9 $ 2,041.6

Notes to Condensed Consolidated Financial Statements (unaudited)

Equity Method Investments

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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.

As of June 30, 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.

As of June 30, 2025, and December 31, 2024, Delek's HoldCo investment balance totaled $ 95.2 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.

As of June 30, 2025, and December 31, 2024, Delek's investment balance in Red River totaled $ 133.2 million and $ 136.5 million, respectively.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

As of June 30, 2025, and December 31, 2024, Delek Logistics' investment balance in these joint ventures was $ 91.8 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 March 31, 2025 and December 31, 2024, Delek's investment balance in these joint ventures was $ 79.3 million and $ 75.7 million, respectively.

As of June 30, 2025, and December 31, 2024, Delek's investment balance in these joint ventures was $ 89.1 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 (in millions):

Titled Inventory Inventory Intermediation Agreement (1)

March 31, 2025

June 30, 2025

Feedstocks, raw materials and supplies $ 245.6 $ 132.7 $ 378.3

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

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 June 30, 2025, we recorded a pre-tax inventory valuation reserve of $ 1.0 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.

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.

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 nominal amount and $( 0.1 ) million for the three and six months ended June 30, 2025, respectively, $ 1.9 million and $ 10.7 million for the three and six months ended June 30, 2024, respectively.

Notes to Condensed Consolidated Financial Statements (unaudited)

Inventory Intermediation Obligations

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

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

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

As of June 30, 2025 As of December 31, 2024

Obligations under Inventory Intermediation Agreement

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The following table summarizes these fees (in millions):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net fees and expenses:

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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.

As of June 30, 2025, and December 31, 2024, we had letters of credit outstanding of $ 255.0 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 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.

As of June 30, 2025, and December 31, 2024, the volumes subject to the Inventory Intermediation Agreement totaled 5.4 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").

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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 $ 3.3 million and $( 81.8 ) million during the three months ended March 31, 2025 and 2024, respectively.

With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in fair value due to commodity-index price totaling $ 26.7 million and $ 30.0 million during the three and six months ended June 30, 2025, respectively, and $ 19.3 million and $( 62.5 ) million during the three and six June 30, 2024, respectively.

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

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Delek Term Loan Credit Facility $ 926.2 $ 931.0

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Delek Logistics 2029 Notes 1,050.0 1,050.0

Delek Logistics 2033 Notes 700.0 —

Principle amount of long-term debt 3,157.1 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 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):

At June 30, 2025, and December 31, 2024, the weighted average borrowing rate was approximately 7.24 % and 7.44 %, respectively.

The effective interest rate was 8.43 % as of June 30, 2025.

Available capacity and amounts outstanding for each of our revolving credit facilities as of June 30, 2025 are shown below (in millions):

Total Capacity

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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 Delek Logistics’ leverage ratio.

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

As of June 30, 2025, and December 31, 2024, the weighted average interest rate were 7.72 % and 7.27 %, respectively.

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

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Delek Logistics 2033 Notes

On June 30, 2025, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp.

(“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $ 700.0 million in aggregate principal amount of the Co-issuers 7.325 % Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par, pursuant to an indenture with U.S.

Bank Trust Company, National Association as trustee.

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

The Delek Logistics 2033 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries other than Finance Corp.

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

The Delek Logistics 2033 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.

The Delek Logistics 2033 Notes will mature on June 30, 2033, and interest is payable semi-annually in arrears on each June 30 and December 30.

As of June 30, 2025, the effective interest rate was 7.64 %.

Notes to Condensed Consolidated Financial Statements (unaudited)

Delek Logistics 2029 Notes

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

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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 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 %.

As of June 30, 2025, the effective interest rate was 8.80 %.

Delek Logistics 2028 Notes

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

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

As of June 30, 2025, the effective interest rate was 7.38 %.

2024 Debt Extinguishment

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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.

Debt extinguishment costs were $ 2.1 million for the six months ended June 30, 2024, and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Delek Logistics 2025 Notes

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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 for the three months ended March 31, 2024 and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Debt extinguishment costs were $ 1.5 million for the six months ended June 30, 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 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 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

As of June 30, 2025, we were in compliance with covenants on all of our debt instruments.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

As of June 30, 2025, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use .

Derivative Instruments

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

On 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.

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

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

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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 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.

Additionally, as of and for the three and six months ended June 30, 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 Condensed Consolidated Financial Statements (unaudited)

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 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.

As of June 30, 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 June 30, 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).

Notes to Condensed Consolidated Financial Statements (unaudited)

March 31, 2025 December 31, 2024

June 30, 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 $ 8.4 $ ( 7.5 ) $ 13.6 $ ( 10.7 )

(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.

(1) As of June 30, 2025, and December 31, 2024, we had open derivative positions representing 14,949,800 and 18,471,700 barrels, respectively, of crude oil and refined petroleum products.

Additionally, as of June 30, 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.

(2) As of June 30, 2025, and December 31, 2024, we had open RINs commitment contracts representing 96,562,300 and 36,000,000 RINs, respectively.

(3) As of June 30, 2025, and December 31, 2024, $ 9.0 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 March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

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

$ ( 3.3 ) $ ( 7.5 ) $ 12.0 $ ( 29.2 )

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

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 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".

( 0.6 ) — ( 2.9 ) —

Total (losses) gains $ ( 3.9 ) ( 7.5 ) $ 9.1 $ ( 29.2 )

(1) (Losses) gains on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized (losses) of $( 6.3 ) million and $( 4.7 ) million for the three and six months ended June 30, 2025, respectively, and $( 0.2 ) million and $( 9.2 ) million for the three and six months ended June 30, 2024 , respectively.

(2) Losses on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $( 1.8 ) million and $( 5.2 ) million for the three and six June 30, 2025, respectively.

There were no unrealized gains (losses) on interest rate derivatives that are economic hedges but not designated as hedging instruments for the three and six June 30, 2024.

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

Notes to Condensed Consolidated Financial Statements (unaudited)

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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Trading Physical Forward Contract Commodity Derivatives

Realized gains $ — $ 0.2

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

Unrealized gains (losses) — — — —

Total $ — $ 0.1 $ — $ ( 0.1 )

Notes to Condensed Consolidated Financial Statements (unaudited)

Fair Value Measurements

Our assets and liabilities that are measured at fair value include commodity derivatives, investment commodities, environmental credits obligations, and our Inventory Intermediation Agreement.

Our assets and liabilities that are measured at fair value include commodity derivatives, interest rate derivatives, investment commodities, environmental credits obligations, and our Inventory Intermediation Agreement.

ASC 820, Fair Value Measurements ("ASC 820") requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement.

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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.

Our interest rate swap is valued based on discounted cash flow models that incorporate the cash flows of the derivatives, as well as the current SOFR rate and a forward SOFR curve, along with other observable market inputs and are, therefore, classified as Level 2.

Our interest rate swaps are valued based on discounted cash flow models that incorporate the cash flows of the derivatives, as well as the current SOFR rate and a forward SOFR curve, along with other observable market inputs and are, therefore, classified as Level 2.

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

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 $( 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.

With respect to our Consolidated Net RINs Obligation, we recognized gains (losses) of $( 5.2 ) million and $( 6.3 ) million on changes in fair value for the three and six months ended June 30, 2025, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of the quarter.

There were $ 0.3 million changes in fair value for the three and six months ended June 30, 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 $ 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 $ 1,088.7 million, respectively, as of March 31, 2025, and $ 1,050.0 million and $ 1,086.9 million, respectively, at December 31, 2024.

The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 402.1 million, respectively, as of June 30, 2025, and $ 400.0 million and $ 399.1 million, respectively, at December 31, 2024.

Notes to Condensed Consolidated Financial Statements (unaudited)

In addition, 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 $ 1,091.0 million, respectively, as of June 30, 2025, and $ 1,050.0 million and $ 1,086.9 million, respectively, at December 31, 2024.

Also, the fair value of the Delek Logistics 2033 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 $ 700.0 million and $ 697.4 million, respectively, as of June 30, 2025.

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 March 31, 2025

As of June 30, 2025

Level 1 Level 2 Level 3 Total

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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 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.

As of June 30, 2025, and December 31, 2024, $ 9.0 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.

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Notes to Condensed Consolidated Financial Statements (unaudited)

During the second quarter of 2025, we recognized an impairment of $ 8.6 million related to two equity investments recorded within other non-current assets on the condensed consolidated balance sheets.

Our estimated fair value of the investments as of June 30, 2025, was based on additional funding at lower valuations.

The impairment is included in other expense (income), net on the condensed consolidated statements of income.

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 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.

As of June 30, 2025, we have recorded an environmental liability of approximately $ 35.8 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 was recorded in other operating income, net in the condensed consolidated statements of income.

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 was recorded in other operating income, net in the condensed consolidated statements of income for the three and six months ended June 30, 2024.

Notes to Condensed Consolidated Financial Statements (unaudited)

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 are 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 $ 10.5 million of insurance proceeds and other recoveries was recognized as a gain, in excess of property damage losses, during the three and six months ended June 30, 2024.

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

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 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.

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 six months ended June 30, 2025, income taxes were calculated based on the estimated annual effective tax rate versus the year-to-date effective tax rate.

In the three and six months ended June 30, 2024, income taxes were calculated based on the estimated annual tax rate.

Our effective tax rate for continuing operations was 13.6 % and 17.1 % for the three and six months ended June 30, 2025, respectively, and 20.7 % and 20.9 % for the three and six months ended June 30, 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 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)

The change in our effective tax rate for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 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.

On July 4, 2025, the president of the United States signed into law Public Law No.

119-21 H.R.1, commonly known as the “One Big Beautiful Bill Act” ("OBBBA").

The OBBBA includes several significant provisions for corporations, including interest deductibility, research and experimentation expensing, and immediate deduction of capital expenditures.

The Company is still evaluating the legislation and its impact on the financial statements.

Related Party Transactions

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

$ 36.3 $ 39.5 $ 57.4 $ 61.5

Cost of materials and other (2)

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(2) Consists primarily of pipeline throughput fees paid by the refining segment and asphalt purchases.

Notes to Condensed Consolidated Financial Statements (unaudited)

Other Current Assets and Liabilities

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

Other Current Assets March 31, 2025 December 31, 2024

Other Current Assets June 30, 2025 December 31, 2024

Prepaid expenses $ 80.1 $ 69.2

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

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

Accrued Expenses and Other Current Liabilities June 30, 2025 December 31, 2024

Product financing agreements $ 335.0 $ 185.9

Crude purchase liabilities 244.1 193.9

Income and other taxes payable 93.1 101.1

Consolidated Net RINs Obligation deficit (see Note 12)

Income and other taxes payable 90.5 101.1

Employee costs 60.9 43.2

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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.

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

The recorded costs include an accrual of $ 1.1 million and $ 10.4 million as of June 30, 2025, and December 31, 2024, respectively.

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 three and six months ended June 30, 2024.

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 March 31, 2025

Notes to Condensed Consolidated Financial Statements (unaudited)

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

Three Months Ended June 30, 2025

Type of Costs Statement of Income Location Refining Logistics Corporate,

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Total $ — $ — $ 25.5 $ 25.5

Notes to Condensed Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

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Consulting fees and severance costs General and administrative expenses $ — $ — $ 0.1 $ 0.1

Severance costs Operating expenses 0.4 — — 0.4

Impairment Asset impairment 22.1 — — 22.1

Total $ 22.5 $ — $ 0.1 $ 22.6

Six Months Ended June 30, 2025

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees, severance costs and equity based compensation General and administrative expenses $ — $ — $ 29.6 $ 29.6

Severance costs and equity based compensation Operating expenses 0.3 — 4.0 4.3

Total $ 0.3 $ — $ 33.6 $ 33.9

Six Months Ended June 30, 2024

Type of Costs Statement of Income Location Refining Logistics Corporate,

Other and Eliminations Consolidated

Consulting fees and severance costs General and administrative expenses $ — $ — $ 3.3 $ 3.3

Severance cost Operating expenses 0.4 — — 0.4

Impairment Asset impairment 22.1 — — 22.1

Total $ 22.5 $ — $ 3.3 $ 25.8

Equity-Based Compensation

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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 $ 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.

Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $ 6.1 million and $ 12.0 million for the three and six months ended June 30, 2025, respectively, and $ 6.4 million and $ 12.6 million for the three and six months ended June 30, 2024, 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 $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, there was $ 45.2 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 1.8 years.

Notes to Condensed Consolidated Financial Statements (unaudited)

We issued net shares of common stock of 415,334 and 476,484 as a result of exercised or vested equity-based awards during the three and six months ended June 30, 2025, respectively, and 402,665 and 447,039 for the three and six months ended June 30, 2024, respectively.

These amounts are net of 167,910 and 193,640 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three and six months ended June 30, 2025, respectively, and 167,658 and 203,092 shares during the three and six months ended June 30, 2024, respectively.

Shareholders' Equity

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

July 30, 2025 $ 0.255 August 11, 2025 August 18, 2025

Stock Repurchase Program

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The authorization has no expiration date.

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

Delek Logistics

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

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").

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.

These transactions with Delek Logistics will be eliminated in consolidation.

Interest Rate Swap

The aggregate notional amount under this agreement covers $ 200.0 million of the outstanding principal throughout the duration of the interest rate swap.

During the three and six months ended June 30, 2025, 685,050 and 2,694,470 , respectively, shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 12.9 million and $ 44.4 million, respectively.

No shares were repurchased for the three and six months ended June 30, 2024.

As of June 30, 2025, there was $ 499.1 million of authorization remaining under Delek's aggregate stock repurchase program.

Subsequent to June 30, 2025, we made repurchases of 342,345 shares of our common stock that were cancelled at the time of transaction for approximately $ 7.9 million.

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