What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-07 · 314 added, 151 removed, 734 unchanged (39% of the section changed)

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and its consolidated subsidiaries for all periods presented.

You should read the following discussion of our financial condition and results of operations in conjunction with our historical condensed consolidated financial statements and notes thereto.

You should read the following discussion of our financial condition and results of operations in conjunction with our historically condensed consolidated financial statements and notes thereto.

The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, the Company’s website ( www.delekus.com ), the investor relations section of its website ( ir.delekus.com ), the news section of its website ( www.delekus.com/news ), and/or social media, including its X account ( @DelekUSHoldings ).

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These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities.

Forward-looking statements include, among other things, statements that refer to the acquisition of 3 Bear Delaware Holding – NM, LLC ("Delaware Gathering") (the "Delaware Gathering Acquisition"), the acquisition of H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream") (the "H2O Midstream Acquisition") and the acquisition of Gravity Water Intermediate Holdings LLC ("Gravity") (the "Gravity Acquisition"), including any statements regarding the expected benefits, synergies, growth opportunities, impact on liquidity and prospects, and other financial and operating benefits thereof, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the outbreak of a pandemic and its impact on oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning possible future results of operations, business and growth strategies, including as the same may be impacted by any ongoing military conflict, such as the war between Russia and Ukraine ("the Russia-Ukraine War") and the conflict between Israel and Hamas (the "Israel-Hamas War"), financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, including the sale of our retail fuel and convenience stores (the "Retail Stores") to a subsidiary of Fomento Económico Mexicano, S.A.B.

Forward-looking statements include, among other things, statements that refer to the acquisition of H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream") (the "H2O Midstream Acquisition") and the acquisition of Gravity Water Intermediate Holdings LLC ("Gravity") (the "Gravity Acquisition"), including any statements regarding the expected benefits, synergies, growth opportunities, impact on liquidity and prospects, and other financial and operating benefits thereof, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the outbreak of a pandemic and its impact on oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning possible future results of operations, business and growth strategies, including as the same may be impacted by any ongoing military conflict, such as the war between Russia and Ukraine ("the Russia-Ukraine War"), the conflict between Israel and Hamas (the "Israel-Hamas War"), and the conflict between Israel and Iran (the "Israel-Iran War"), financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, including the sale of our retail fuel and convenience stores (the "Retail Stores") to a subsidiary of Fomento Económico Mexicano, S.A.B.

(“FEMSA”), statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts.

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• changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments, including current and future restrictions on commercial and economic activities in response to future public health crises;

• our ability to execute our long-term sustainability strategy and growth through acquisitions and dispositions such as the sale of our Retail Stores, the Gravity Acquisition, the H2O Midstream Acquisition, the Delaware Gathering Acquisition and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies;

• our ability to execute our long-term sustainability strategy and growth through acquisitions and dispositions such as the sale of our Retail Stores, the Gravity Acquisition, the H2O Midstream Acquisition, and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies;

• diminishment in value of long-lived assets may result in an impairment in the carrying value of the assets on our balance sheet and a resultant loss recognized in the statement of operations;

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• unanticipated increases in cost or scope of, or significant delays in the completion of, our capital improvement safety initiative and periodic turnaround projects;

Management's Discussion and Analysis

• risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our pipelines and/or held in our terminals;

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• increases in our debt levels or costs;

Management's Discussion and Analysis

• possibility of accelerated repayment on a portion of our Inventory Intermediation Agreement obligation if the purchase price adjustment feature triggers a change on the re-pricing dates;

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• acts of terrorism (including cyber-terrorism) aimed at either our facilities or other facilities;

• impacts of global conflicts such as the Israel-Hamas War and the Russia-Ukraine War;

• impacts of global conflicts such as the Israel-Iran War, the Israel-Hamas War and the Russia-Ukraine War;

• future decisions by the Organization of Petroleum Exporting Countries ("OPEC") and the members of other leading oil producing countries (together with OPEC, “OPEC+”) regarding production and pricing and disputes between OPEC+ members regarding the same;

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We continue to identify opportunities to mitigate market risk and focus on efforts that improve our overall cost structure while not compromising operational excellence.

During the first quarter of 2025, we continued to make progress on our "sum of the parts" efforts.

During the first half of 2025, we continued to make progress on our "sum of the parts" efforts.

Our logistics segment (or "Logistics") successfully closed the Gravity Acquisition which includes integrated full-cycle water systems in the Permian Basin, in addition to produced water gathering, and transportation assets in the Bakken, and along with the H2O Midstream Acquisition, provide a strong opportunity for integrated crude and water services to Delek Logistics customers.

This acquisition represents another significant step in Delek Logistics' commitment of being a full suite crude, gas and water midstream services provider in the Permian Basin in addition to diversifying our logistics customer base to include more third-party customers.

We expect that the Gravity Acquisition will be immediately accretive, delivering incremental contribution margin and cash flows.

Subsequent to March 31, 2025, we entered into additional agreements with Delek Logistics which put additional midstream commercial activities in Delek Logistics and bring refining related activities and assets back to the Refining Segment.

Additionally, these transactions increase consolidated financial availability by approximately $250 million.

During the first quarter of 2025, the Refining segment continued to navigate a complex landscape including volatile crude oil prices and economic uncertainty.

While crack spreads declined compared to the first quarter of 2024, they increased from the 2024 lows experienced toward the end of the year.

Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements, supported EBITDA growth, while our capital deployment remained aligned with our strategic priorities.

The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential widened unfavorably during 2025.

Though refining margins softened compared to the first quarter of 2024, demand for refined products continues to be strong.

The Gravity Acquisition has become immediately accretive, delivering incremental contribution margin and cash flows.

During the second quarter of 2025, we entered into additional agreements with Delek Logistics which put additional midstream commercial activities in Delek Logistics and will bring refining related activities and assets back to our refining segment (or "Refining").

Additionally, these transactions increased consolidated financial availability by approximately $250 million.

Delek Logistics also sold $700.0 million of 7.325% Senior Notes due 2033, at par during the second quarter of 2025.

Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility providing Delek Logistics with $1.1 billion of availability on the facility providing further financial flexibility.

During the second quarter of 2025, the Refining segment provided higher margins than the first quarter of 2025 and the prior year second quarter due to increased crack spreads.

Crack spreads were higher during the second quarter of 2025 than the prior twelve months.

Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements, supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities.

The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential contracted favorably during the second quarter of 2025.

The increased refining margins compared to the second quarter of 2024 continues to demonstrate that demand for refined products continues to be strong.

Logistics continued to contribute strong results driven by incremental contributions from H2O Midstream and Gravity.

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The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses specifically at the Big Spring Refinery and Krotz Springs Refinery and lowering interest expense.

At the El Dorado Refinery our EOP is focused on margin improvement through enhanced logistics, reduced costs, higher quality product slate, and new products producing higher yields.

The EOP also includes stronger margins including accretive minimal capital projects in our Refining segment and commercial improvements including market optionality, improved product slate and optimization.

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As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate.

As of March 31, 2025, we returned $47.4 million of capital in 2025 to shareholders through dividends and share buybacks.

As of June 30, 2025, we returned $75.8 million of capital in 2025 to shareholders through dividends and share buybacks and returned another $7.9 million through share buybacks in July of 2025.

Our near-term focus is centered around the following:

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Delek Logistics

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

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

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

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

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).

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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.

Delek Logistics Debt Agreement

On June 30, 2025, Delek Logistics sold $700.0 million in aggregate principal amount of 7.325% Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par.

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

Information About Our Segments

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

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.

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Management's Discussion and Analysis

Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of our corporate activities, results of certain immaterial operating segments, including our Canadian crude trading operations and intercompany eliminations.

Refining Overview

The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel, aviation fuel, asphalt and other petroleum-based products that are distributed through owned and third-party product terminals.

The refining segment has a combined nameplate capacity of 302,000 bpd as of March 31, 2025.

The refining segment has a combined nameplate capacity of 302,000 bpd as of June 30, 2025.

A high-level summary of the refinery activities is presented below:

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Gulf Coast ("Gulf Coast") 5-3-2 crack spread because we believe it to be the most closely aligned benchmark.

(2) Our Big Spring refinery is capable of processing substantial volumes of sour crude oil, which has historically cost less than intermediate, and/or substantial volumes of sweet crude oil, and therefore the West Texas Intermediate ("WTI") Cushing/ West Texas Sour ("WTS") price differential, taking into account differences in production yield, is an important measure for helping us make strategic, market-respondent production decisions.

(2) Our Big Spring refinery is capable of processing substantial volumes of sour crude oil, which has historically cost less than intermediate, and/or substantial volumes of sweet crude oil, and therefore the WTI Cushing/ West Texas Sour ("WTS") price differential, taking into account differences in production yield, is an important measure for helping us make strategic, market-respondent production decisions.

(3) The Krotz Springs refinery has the capability to process substantial volumes of light sweet crude oil to produce a high percentage of refined light products.

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It is comprised of the consolidated balance sheet and results of operations of Delek Logistics (NYSE:

DKL), where we owned a 63.4% interest at March 31, 2025.

DKL), where we owned a 63.3% interest at June 30, 2025.

Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets.

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The logistics segment's gathering and processing business owns or leases capacity on approximately 398 miles of crude oil transportation pipelines, approximately 406 miles of refined product pipelines, and an approximately 1,400-mile crude oil gathering system of which 489 miles is decommissioned.

In addition, this segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico, the Midland Basin of Texas and the Bakken.

In addition, this segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico, the Midland Basin of Texas and the Bakken Basin of North Dakota.

The storage and transportation business owns or leases associated crude oil storage tanks.

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The logistics segment owns or leases approximately 161 tractors and 306 trailers used to haul primarily crude oil and other products for related and third parties.

Corporate and Other Overview

Our corporate activities, results of certain immaterial operating segments, and intercompany eliminations are reported in 'corporate, other and eliminations' in our segment disclosures.

Additionally, our corporate activities include certain of our commodity and other hedging activities.

Management's Discussion and Analysis

Strategic Objectives

It is vitally important that our strategic objectives, especially in view of the evolutionary direction of our macroeconomic and geopolitical environment, involves a process of continuous evaluation of our business model in terms of cost structure, as well as long-term economic and operational sustainability.

It is vitally important that our strategic objectives, especially in view of the evolutionary direction of our macroeconomic and geopolitical environment, involve a process of continuous evaluation of our business model in terms of cost structure, as well as long-term economic and operational sustainability.

More consolidation in our industry is expected from increased cost pressures due in part to the regulatory environment continuing to move towards reducing carbon emissions and transitioning to renewable energy in the long-term.

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• Execute on our strategic initiatives, which may include opportunities to monetize our investment in Delek Logistics.

The goal being, to help unlock value embedded in the Delek valuation, along with deconsolidating Delek Logistics by bringing Delek's ownership in Delek Logistics below 50%.

The goal being to help unlock value embedded in the Delek valuation, along with deconsolidating Delek Logistics by reducing Delek's ownership in Delek Logistics.

• Identify and evaluate investment opportunities that fit our sustainability view and integrate into our current asset footprint, including strategic investments or joint ventures in renewables or carbon capture and incubator investments in new technologies.

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Increasing Shareholder Value by Executing Buybacks:

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.

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

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

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

Monetizing Our Investment in Delek Logistics:

On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Common Unit Purchase Agreement”) whereby Delek Logistics may repurchase common units from time to time from us in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026.

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.

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

Expanding Delek Logistics' Natural Gas Processing Capability:

In April 2025, Delek Logistics began commissioning its new natural gas processing plant adjacent to its plant in the Permian Basin.

The new plant has capacity of approximately 110 MMcf/d and aims to meet the rising demand for natural gas in the region.

The new plant has a capacity of approximately 110 MMcf/d and aims to meet the rising demand for natural gas in the region.

This expansion project will also increase Delek Logistics' third party revenue.

Expected annual earnings before interest, taxes, depreciation and amortization ("EBITDA") is estimated to be approximately $40.0 million attributable to Delek Logistics.

Expected annual EBITDA is estimated to be approximately $40.0 million attributable to Delek Logistics.

Executing Strategic Transactions with Delek Logistics:

On May 1, 2025, we entered into additional agreements with Delek Logistics, which among other things, transfers the Delek Permian Gathering purchasing and blending business to Delek Logistics including all of our rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System and brings back the El Dorado rail facility assets to the Refining Segment on January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

On May 1, 2025, we entered into additional agreements with Delek Logistics, which among other things, transfers the Delek Permian Gathering purchasing and blending activities to Delek Logistics including all of our rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System and brings back the El Dorado rail facility assets to the Refining Segment on January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

These transactions put additional midstream commercial activities in Delek Logistics and bring refining related activities and assets back to the Refining Segment.

Additionally, these transactions increase consolidated financial availability by approximately $250 million.

Extending Long Term Debt Maturities:

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, at par.

Management's Discussion and Analysis

Market Trends

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We have positioned the Company to continue to run safely, reliably and environmentally responsibly while leveraging our Delek Logistics business.

Crack spreads have increased two consecutive quarters since Q4 2024 providing the highest crack spreads since the first quarter of 2024.

Many uncertainties remain in 2025 with respect to the global supply and demand of the crude oil and refined products markets and it is difficult to predict the ultimate economic impacts this may have on our operations.

We expect refining capacity rationalization to lower refined products inventory and crude oil demand to continue to rise.

These factors will help absorb the recent additions in global supply and balance the

Management's Discussion and Analysis

market over the next 6 to 12 months.

These factors will help absorb the recent additions in global supply and balance the market over the next 6 to 12 months.

However, U.S.

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We manage market price risk on crude oil through financial derivative hedges, in accordance with our risk management strategies.

The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2024 and for the first quarterly period in 2025.

The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

Crude Pricing Differentials

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Conversely, as these price discounts widen, so does our competitive advantage, created specifically by our access to WTI Midland crude sourced through our gathering systems.

The chart below illustrates the key differentials impacting our refining operations, including WTI Cushing to Brent, WTI Midland to WTI Cushing, and Louisiana Light Sweet crude oil ("LLS") to WTI Cushing for each of the quarterly periods in 2024 and for the first quarterly period in 2025.

Management's Discussion and Analysis

Refined Product Prices

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High Sulfur Diesel ("HSD") and U.S.

Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2024 and for the first quarterly period in 2025.

Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

Crack Spreads

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Generally, a crack spread represents the approximate refining margin resulting from processing one barrel of crude oil into its outputs, generally gasoline and diesel fuel.

The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2024 and for the first quarterly period in 2025.

The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

Management's Discussion and Analysis

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Because of the volatility in RINs prices, it is not possible to predict future RINs cost with certainty, and movements in RINs prices can have significant and unanticipated adverse effects on our refining margins that are outside of our control.

The chart below illustrates the volatility in RINs for each of the quarterly periods in 2024 and for the first quarterly period in 2025.

Energy costs are a significant element of our refining segment's earnings before interest, taxes, depreciation and amortization ("EBITDA") ("Refining EBITDA") and can significantly impact our ability to capture crack spreads, with natural gas representing the largest component.

Natural gas prices are driven by supply-side factors such as amount of natural gas production, level of natural gas in storage and import and export activity, while demand-side factors include variability of weather, economic growth and the availability and price of other fuels.

The chart below illustrates the volatility in RINs for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.

Energy costs are a significant element of our refining segment's earnings before interest, taxes, depreciation and amortization ("Refining EBITDA") and can significantly impact our ability to capture crack spreads, with natural gas representing the largest component.

Natural gas prices are driven by supply-side factors such as the amount of natural gas production, level of natural gas in storage and import and export activity, while demand-side factors include variability of weather, economic growth and the availability and price of other fuels.

Refiners and other large-volume fuel consumers may be more or less susceptible to volatility in natural gas prices depending on their consumption levels as well as their capabilities to switch to more economical sources of fuel/energy.

Additionally, geographic location of facilities make consumers vulnerable to price differentials of natural gas available at different supply hubs.

Additionally, geographic location of facilities makes consumers vulnerable to price differentials of natural gas available at different supply hubs.

Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian, coinciding with the physical locations of our refineries.

We manage our risk around natural gas prices by entering into variable and fixed-price supply contracts in both the Gulf and Permian Basin or by entering into derivative hedges based on forecasted consumption and forward curve prices, as appropriate, in accordance with our risk policy.

The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") for each of the quarterly periods in 2024 and for the first quarterly period in 2025.

Management's Discussion and Analysis

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GAAP measure, net (loss) income attributable to Delek:

Reconciliation of segment EBITDA to net (loss) income attributable to Delek (in millions)

Three Months Ended March 31,

Reconciliation of segment EBITDA to net loss attributable to Delek (in millions)

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

2025 2024 2025 2024

Refining segment EBITDA $ 95.1 $ 17.3 $ 78.9 $ 122.4

Logistics segment EBITDA 90.1 100.6 175.6 200.3

Corporate, Other and Eliminations EBITDA (93.1) (68.8)

EBITDA attributable to Delek $ (23.8) $ 136.0

Segment EBITDA attributable to Delek $ 185.2 $ 117.9 $ 254.5 $ 322.7

Corporate expenses, eliminations and other 124.9 5.6 218.0 74.4

Interest expense, net 85.9 77.6 170.0 165.3

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Depreciation and amortization 94.1 88.4 195.4 180.1

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

(Income) loss from discontinued operations, net of tax 0.8 (7.7) 1.1 (10.9)

Net loss attributable to Delek $ (106.4) $ (37.2) $ (279.1) $ (69.8)

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Refining Segment

Three Months Ended March 31,

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

2025 2023 2025 2024

Total revenues $ 2,716.8 $ 3,307.2 $ 5,325.1 $ 6,415.5

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Summary Statement of Operations Data (1)

Three Months Ended March 31,

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

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

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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

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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 expenses, net 69.9 47.2 139.1 112.4

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Results of Operations

Consolidated Results of Operations — Comparison of the Three Months Ended March 31, 2025 versus the Three Months Ended March 31, 2024

Consolidated net loss for the three months ended March 31, 2025 was $158.5 million compared to a net loss of $25.2 million for the three months ended March 31, 2024.

Consolidated net loss attributable to Delek for the three months ended March 31, 2025 was $172.7 million, or $(2.78) per basic share, compared to a loss of $32.6 million, or $(0.51) per basic share, for the three months ended March 31, 2024.

Consolidated Results of Operations — Comparison of the Three and Six Months Ended June 30, 2025 versus the Three and Six Months Ended June 30, 2024

Consolidated net loss for the second quarter of 2025 was $90.1 million compared to net loss of $26.1 million for the second quarter of 2024.

Consolidated net loss attributable to Delek for the second quarter of June 30, 2025 was $106.4 million, or $(1.76) per basic share, compared to a net loss of $37.2 million, or $(0.58) per basic share, for the second quarter 2024.

Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.

Consolidated net loss for the six months ended June 30, 2025 was $248.6 million compared to a net loss of $51.3 million for the six months ended June 30, 2024.

Consolidated net loss attributable to Delek for the six months ended June 30, 2025 was $279.1 million, or $(4.55) per basic share, compared to a loss of $69.8 million, or $(1.09) per basic share, for the six months ended June 30, 2024.

Explanations for significant drivers impacting net loss as compared to the comparable period of the prior year are discussed in the sections below.

We generated net revenues of $2,641.9 million and $3,128.0 million during the three months ended March 31, 2025 and 2024, respectively, a decrease of $486.1 million, or 15.5%.

In the second quarter of 2025 and 2024, we generated net revenues of $2,764.6 million and $3,308.1 million, respectively, a decrease of $543.5 million, or 16.4%.

The decrease in net revenues was primarily driven by the following factors:

• in our refining segment, decreases in the average price of U.S.

Gulf Coast gasoline of 15.2%, ULSD of 14.8% and U.S.

Gulf Coast HSD of 2.1% and decreased sales volume (including purchased products);

• in our logistics segment, decreased revenue of $18.4 million in our West Texas marketing operations.

These decreases were partially offset by the following:

• incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $15.3 million and $24.0 million, respectively.

We generated net revenues of $5,406.5 million and $6,436.1 million during the six months ended June 30, 2025 and 2024, respectively, a decrease of $1,029.6 million, or 16.0%.

The decrease in net revenues was primarily due to the following:

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Gulf Coast HSD of 3.1%;

• in our logistics segment, decreased revenue of $2.7 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon, partially offset by an increase in gallons sold and incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $16.5 million and $22.9 million, respectively.

• in our logistics segment, decreased revenue of $21.1 million in our West Texas marketing operations.

These decreases were partially offset by the following:

• incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $31.8 million and $46.8 million, respectively.

Total Operating Costs and Expenses

Cost of Materials and Other

Cost of materials and other was $2,399.5 million for the three months ended March 31, 2025, compared to $2,732.9 million for three months ended March 31, 2024, a decrease of $333.4 million, or 12.2%.

Cost of materials and other was $2,415.0 million for the second quarter of 2025 compared to $3,025.5 million for the second quarter of 2024, a decrease of $610.5 million, or 20.2%.

The net decrease in cost of materials and other was primarily driven by the following:

• decreases in cost of crude oil feedstocks at the refineries, including a 21.1% decrease in the average cost of WTI Cushing crude oil and a 21.2% decrease in the average cost of WTI Midland crude oil and a decrease in sales volume (including purchased products).

These decreases were partially offset by the following:

• incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition;

• an increase in RINs pricing.

Management's Discussion and Analysis

Cost of materials and other was $4,814.5 million for the six months ended June 30, 2025, compared to $5,758.4 million for six months ended June 30, 2024, a decrease of $943.9 million, or 16.4%.

The net decrease in cost of materials and other primarily related to the following:

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• incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition;

• an increase in RINs pricing.

Operating Expenses

Operating expenses (included in both cost of sales and other operating expenses) were $212.4 million for the three months ended March 31, 2025 compared to $214.9 million in three months ended March 31, 2024, a decrease of $2.5 million, or 1.2%.

The decrease in operating expenses was primarily driven by the following:

• a decrease in employee costs.

This decrease was partially offset by the following:

Operating expenses (included in both cost of sales and other operating expenses) were $212.0 million for the second quarter of 2025 compared to $186.0 million for the second quarter of 2024, an increase of $26.0 million, or 14.0%.

The increase in operating expenses was primarily driven by the following:

• an increase in natural gas costs;

• an increase in employee costs;

• an increase in maintenance costs;

• incremental expenses associated with the H2O Midstream Acquisition and Gravity Acquisition.

These increases were partially offset by the following:

• a decrease in insurance costs;

• a decrease in lease and rental costs.

Operating expenses (included in both cost of sales and other operating expenses) were $424.4 million for the six months ended June 30, 2025 compared to $400.9 million in six months ended June 30, 2024, an increase of $23.5 million, or 5.9%.

The increase in operating expenses was primarily driven by the following:

• an increase in natural gas costs;

• an increase in employee costs;

• an increase in maintenance costs;

• incremental expenses associated with the H2O Midstream Acquisition and Gravity Acquisition.

These increases were partially offset by the following:

• a decrease in insurance costs;

• a decrease in lease and rental costs.

General and Administrative Expenses

General and administrative expenses were $61.5 million for the three months ended March 31, 2025 compared to $61.0 million in three months ended March 31, 2024, an increase of $0.5 million, or 0.8%.

General and administrative expenses were $76.6 million for the second quarter of 2025 compared to $60.2 million for the second quarter of 2024, an increase of $16.4 million, or 27.2%.

The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.

General and administrative expenses were $138.1 million for the six months ended June 30, 2025 compared to $121.2 million in six months ended June 30, 2024, an increase of $16.9 million, or 13.9%.

The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.

Management's Discussion and Analysis

Depreciation and Amortization

Depreciation and amortization (included in both cost of sales and other operating expenses) was $101.3 million for the three months ended March 31, 2025 compared to $91.7 million in 2024, an increase of $9.6 million, or 10.5%.

Depreciation and amortization (included in both cost of sales and other operating expenses) was $94.1 million for the second quarter of 2025 compared to $88.4 million for the second quarter of 2024, an increase of $5.7 million, or 6.4%.

The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream Acquisition and Gravity Acquisition.

Depreciation and amortization (included in both cost of sales and other operating expenses) was $195.4 million for the six months ended June 30, 2025 compared to $180.1 million in 2024, an increase of $15.3 million, or 8.5%.

Asset Impairment

Asset impairment was $22.1 million for the three months ended June 30, 2024.

We recorded $22.1 million asset impairment as a result of our second quarter 2024 decision to idle three biodiesel facilities, while exploring viable and sustainable alternatives.

There was no asset impairment for the three months ended June 30, 2025.

Asset impairment was $22.1 million for the six months ended June 30, 2024.

We recorded $22.1 million asset impairment as a result of our second quarter 2024 decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives.

There was no asset impairment for the six months ended June 30, 2025.

Refer to Note 17 condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for further information.

Other Operating Expense (Income), Net

Other operating expense (income), net decreased by $79.1 million in the second quarter of 2025 to an expense of $0.4 million compared to income of $78.7 million in the second quarter of 2024.

The decrease was primarily due to the following:

• for the three months ended June 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;

• for the three months ended June 30, 2024, we recorded a gain of $25.1 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire and the 2022 Big Spring refinery fire related to property damage and business interruption claims related to the fire and freeze events that occurred in 2021;

• for the three months ended June 30, 2024, we recorded a gain of $8.3 million related to Delek Logistics' eminent domain settlement while for the six months ended June 30, 2025, we recorded a gain of $4.3 related to Delek Logistics' eminent domain settlement.

These decreases were partially offset by the following:

• a decrease in hedge losses in the second quarter of 2025 compared to the second quarter of 2024 associated with our derivatives.

Other operating income, net was $6.6 million and $80.4 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $73.8 million.

The decrease was primarily driven by the following:

• for the six months ended June 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;

• for the six months ended June 30, 2024, we recorded a gain of $28.7 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire, the 2021 freeze events and the 2022 Big Spring refinery fire related to property damage and business interruption claims, related to the fire and freeze events that occurred in 2021;

• for the six months ended June 30, 2024, we recorded a gain of $8.3 million related to Delek Logistics' eminent domain settlement while for the six months ended June 30, 2025, we recorded a gain of $4.3 related to Delek Logistics' eminent domain settlement.

Management's Discussion and Analysis

Other Operating Income, Net

Other operating income, net was $7.0 million and $1.7 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $5.3 million.

The increase was primarily driven by the following:

• a gain recorded in the three months ended March 31, 2025 related to Delek Logistics' sale of storage tanks in Texas due to an eminent domain settlement.

Non-Operating Expenses, Net

Interest Expense, Net

Interest expense, net was $84.1 million in the three months ended March 31, 2025, compared to $87.7 million for three months ended March 31, 2024, a decrease of $3.6 million, or 4.1% primarily due to the following:

• a decrease in the average effective interest rate of 170 basis points during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

This decrease was partially offset by the following:

• an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) of approximately $322.9 million during the three months ended March 31, 2025 (calculated as a simple average of beginning borrowings/obligation and ending borrowings/obligation for the period) compared to the three months ended March 31, 2024;

Interest expense, net increased by $8.3 million, or 10.7%, to $85.9 million in the second quarter of 2025 compared to $77.6 million in the second quarter of 2024, primarily driven by the following:

• an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreements which have an associated interest charge) of approximately $517.3 million in the second quarter of 2025 (calculated as a simple average of beginning borrowings/obligations and ending borrowings/obligations for the period) compared to the second quarter of 2024;

• hedge losses associated with our interest rate swap.

The increase was partially offset by the following:

• a decrease in the average effective interest rate of 126 basis points in the second quarter of 2025 compared to the second quarter of 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

Interest expense, net was $170.0 million in the six months ended June 30, 2025, compared to $165.3 million for six months ended June 30, 2024, an increase of $4.7 million, or 2.8% primarily due to the following:

• an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) of approximately $360.9 million during the six months ended June 30, 2025 (calculated as a simple average of beginning borrowings/obligation and ending borrowings/obligation for the period) compared to the six months ended June 30, 2024;

• hedge losses associated with our interest rate swap.

This increase was partially offset by the following:

• a decrease in the average effective interest rate of 131 basis points during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

Results from Equity Method Investments

We recognized income from equity method investments of $13.3 million for the three months ended March 31, 2025, compared to $21.9 million for the three months ended March 31, 2024, a decrease of $8.6 million.

We recognized income of $22.2 million from equity method investments during the second quarter of 2025, compared to $30.4 million for the second quarter of 2024, a decrease of $8.2 million.

This decrease was primarily driven by the following:

• a decrease in income from our investment in W2W Holdings LLC to $5.4 million during the three months ended March 31, 2025 from $9.4 million in the three months ended March 31, 2024;

• a decrease in income from our investment in Red River Pipeline Company LLC to $2.3 million during the three months ended March 31, 2025 from $5.2 million in the three months ended March 31, 2024.

For the three months ended March 31, 2025, we recorded an income tax benefit of $36.8 million from continuing operations compared to an income tax benefit of $7.6 million from continuing operations for the three months ended March 31, 2024, primarily driven by the following:

• an increase in pre-tax net loss of $159.0 million, and

• our effective tax rates were 18.9% and 21.1% for the three months ended March 31, 2025 and 2024, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes when calculating an estimated annual effective tax rate.

• a decrease in income from our investment in W2W Holdings LLC to $5.9 million during the three months ended June 30, 2025 from $10.6 million in the three months ended June 30, 2024;

• a decrease in income from our investment in Red River Pipeline Company LLC to $2.8 million during the three months ended June 30, 2025 from $5.5 million in the three months ended June 30, 2024.

We recognized income from equity method investments of $35.5 million for the six months ended June 30, 2025, compared to $52.3 million for the six months ended June 30, 2024, a decrease of $16.8 million.

This decrease was primarily driven by the following:

• a decrease in income from our investment in W2W Holdings LLC to $11.2 million during the six months ended June 30, 2025 from $20.0 million in the six months ended June 30, 2024;

• a decrease in income from our investment in Red River Pipeline Company LLC to $5.0 million during the six months ended June 30, 2025 from $10.7 million in the six months ended June 30, 2024.

Other Expense (Income), net

Other expense (income), net increase by $6.2 million, or 100.0%, to $6.2 million in the second quarter of 2025 compared to $0.0 million in the second quarter of 2024, primarily driven by the following:

• an impairment recognized on two investments held at cost within other non-current assets for $8.6 million.

Refer to Note 12 condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for further information.

Management's Discussion and Analysis

Other expense (income), net was $4.6 million of expense in the six months ended June 30, 2025, compared to $0.6 million of income for six months ended June 30, 2024, an increase of $5.2 million, or 866.7% primarily due to the following:

• an impairment recognized on two investments held at cost within other non-current assets for $8.6 million.

Refer to Note 12 condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for further information.

For the second quarter of 2025, we recorded an income tax benefit of $14.1 million from continuing operations compared to an income tax benefit of $8.8 million from continuing operations for the second quarter of 2024, primarily driven by the following:

• an increase in pre-tax net loss of $60.8 million;

• our effective tax rates were 13.6% and 20.7% for the three months ended June 30, 2025 and 2024, respectively, due to the impact of fixed dollar permanent differences on the tax rate and changes to valuation allowances on certain attributes.

For the six months ended June 30, 2025, we recorded an income tax benefit of $50.9 million from continuing operations compared to an income tax benefit of $16.4 million from continuing operations for the six months ended June 30, 2024, primarily driven by the following:

• an increase in pre-tax net loss of $219.8 million;

• our effective tax rates were 17.1% and 20.9% for the six months ended June 30, 2025 and 2024, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes when calculating an estimated annual effective tax rate.

Refer to Note 14 of our condensed consolidated financial statements in Item 1.

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Selected Refining Financial Information

Three Months Ended March 31,

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

2025 2024 2025 2024

Revenues $ 2,716.8 $ 3,307.2 $ 5,325.1 $ 6,415.5

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Refinery Statistics

Three Months Ended March 31,

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

2025 2024 2025 2024

Total Refining Segment

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Refinery Statistics (continued)

Three Months Ended March 31,

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

2025 2024 2025 2024

Tyler, TX Refinery

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Refinery Statistics (continued)

Three Months Ended March 31,

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

2025 2024 2025 2024

Big Spring, TX Refinery

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Other feedstocks

4,210 4,701 5,147 5,053

Total throughput 75,659 74,043 67,582 69,448

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32,908 32,468 32,616 30,356

4,596 1,033 3,917 1,882

Petrochemicals, LPG, NGLs

6,660 4,924 6,496 5,328

— 4,467 — 2,584

Total production

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Other feedstocks

3,278 4,906 4,789 6,861

Total throughput

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Refinery Sales to Other Segments

Three Months Ended March 31,

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

(in barrels per day) 2025 2024 2025 2024

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Pricing Statistics (average for the period presented)

Three Months Ended March 31,

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

2025 2024 2025 2024

WTI — Cushing crude oil (per barrel) $ 63.81 $ 80.83 $ 67.61 $ 78.95

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Management's Discussion and Analysis

Refining Segment Operational Comparison of the Three Months Ended March 31, 2025 versus the Three Months Ended March 31, 2024

Revenues for the refining segment decreased $500.0 million, or 16.1%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Refining Segment Operational Comparison of the Three and Six Months Ended June 30, 2025 versus the Three and Six Months Ended June 30, 2024

Revenues for the refining segment decreased by $590.4 million, or 17.9%, in the second quarter of 2025 compared to the second quarter of 2024.

The decrease was primarily driven by the following:

• a decrease in the average price of U.S.

Gulf Coast gasoline of 15.2%, ULSD of 14.8% and U.S.

Gulf Coast HSD of 2.1%;

• a decrease in sales volumes (including purchased products).

Net revenues included sales to our logistics segment of $84.4 million and $106.7 million for the three months ended June 30, 2025 and June 30, 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Revenues for the refining segment decreased $1,090.4 million, or 17.0%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The decrease was primarily driven by the following:

• a decrease in the average price of U.S.

Gulf Coast gasoline of 13.3% and ULSD of 13.4%;

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Gulf Coast HSD of 3.1%.

Revenues included sales to our logistics segment of $90.0 million and $92.9 million for the three months ended March 31, 2025 and 2024, respectively.

Revenues included sales to our logistics segment of $174.4 million and $199.6 million for the six months ended June 30, 2025 and 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

Cost of materials and other decreased $369.0 million, or 13.0%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Cost of materials and other decreased by $671.9 million, or 21.3%, in the second quarter of 2025 compared to the second quarter of 2024.

The decrease was primarily driven by the following:

• decreases in the cost of WTI Cushing crude oil, from an average of $80.83 per barrel to an average of $63.81, or 21.1%, and decreases in the cost of WTI Midland crude oil, from an average of $81.73 per barrel to an average of $64.42, or 21.2%;

• a decrease in sales volume (including purchased products);

• a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting.

These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

These decreases were partially offset by the following:

• an increase in RINs pricing.

Cost of materials and other decreased $1,040.9 million, or 17.4%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

This decrease was primarily driven by the following:

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• an increase in RINs pricing.

Management's Discussion and Analysis

Our refining segment purchases finished product from our logistics segment and has multiple service agreements with our logistics segment which, among other things, require the refining segment to pay terminalling and storage fees based on the throughput volume of crude and finished product in the logistics segment pipelines and the volume of crude and finished product stored in the logistics segment storage tanks, subject to minimum volume commitments.

These costs and fees were $125.9 million and $139.2 million during the three months ended March 31, 2025 and 2024, respectively.

These costs and fees were $114.0 million and $156.5 million during the three months ended June 30, 2025 and 2024, respectively.

These costs and fees were $239.9 million and $295.7 million during the six months ended June 30, 2025 and 2024, respectively.

We eliminate these intercompany fees in consolidation.

Operating Expenses

Operating expenses decreased $7.7 million, or 4.6%, in the three months ended March 31, 2025, compared to three months ended March 31, 2024.

Operating expenses increased by $1.9 million, or 1.3%, in the second quarter of 2025 compared to the second quarter of 2024, driven by the following:

• higher natural gas prices in 2025;

• an increased outside services.

These increases were partially offset by the following:

• a decrease in insurance costs and lease and rental costs.

Operating expenses decreased $5.8 million, or 1.8%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

The decrease in operating expenses was primarily driven by the following:

• lower employee costs.

• a decrease in employee costs, insurance costs, and lease and rental costs.

These decreases were partially offset by the following:

• higher natural gas prices;

• an increase in outside services.

Refining Margin

Refining margin decreased by $131.0 million, or 48.8%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, with a refining margin percentage of 5.3% as compared to 8.6% for the three months ended March 31, 2025 and 2024, respectively, primarily driven by the following:

Refining segment margin increased by $81.5 million, or 52.0%, in the second quarter of 2025 compared to the second quarter of 2024, with a refining margin percentage of 8.8% as compared to 4.7% for the second quarter of 2025 and 2024, respectively, primarily driven by the following:

• a 11.4% increase in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 11.8% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 10.8% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);

• a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting.

These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

These increases were partially offset by the following:

• a decrease in sales volume;

• an increase in RINs pricing.

Refining margin decreased by $49.5 million, or 11.6%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, with a refining margin percentage of 7.1% as compared to 6.6% for the six months ended June 30, 2025 and 2024, respectively, primarily driven by the following:

• a 9.5% decrease in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 9.2% decrease in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 17.3% decrease in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);

• a decrease in sales volumes (including purchased products);

• higher RINs pricing.

• an increase in RINs pricing.

Management's Discussion and Analysis

These decreases were partially offset by the following:

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These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

Management's Discussion and Analysis

EBITDA decreased by $121.3 million, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to a decrease in refining margin driven by decreased crack spreads.

EBITDA increased by $77.8 million, or 449.7%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in refining margin driven by increased crack spreads partially offset by a decrease in sales volume and insurance and third party proceeds received in 2024 related to the fires in 2021 and 2022.

EBITDA decreased by $43.5 million, or 35.5% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a decrease in refining margin driven by decreased crack spreads, decreased sales volumes, and insurance and third party proceeds received in 2024 related to the fires in 2021 and 2022.

Management's Discussion and Analysis

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Selected Logistics Financial and Operating Information

Three Months Ended March 31,

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

2025 2024 2025 2024

Revenues $ 246.4 $ 264.6 $ 496.3 $ 516.7

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Management's Discussion and Analysis

Logistics Segment Operational Comparison of the Three Months Ended March 31, 2025 versus the Three Months Ended March 31, 2024

Net revenues decreased by $2.2 million, or 0.9%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily driven by the following:

Logistics Segment Operational Comparison of the Three and Six Months Ended June 30, 2025 versus the Three and Six Months Ended June 30, 2024

Net revenues decreased by $18.2 million, or 6.9%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by:

• decreased revenue of $18.4 million in our West Texas marketing operations driven by decreases in average sales prices per gallon, a net decrease in volumes sold, partially offset by an increase in RINs revenue:

◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.34 and $0.33 per gallon, respectively;

◦ the volumes of gasoline sold decreased by 2.7 million and the volumes of diesel sold increased by 0.3 million gallons;

◦ RINs revenue increased from $1.3 million in the second quarter of 2024 to $2.2 million in the second quarter of 2025, due to increases in RINs prices;

• decrease of $7.4 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024;

• decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;

• decrease of $6.0 million due to the assignment of the Big Spring Refinery marketing agreement to refining segment in the third quarter of 2024;

• decreased revenue of $2.7 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon, partially offset by an increase in gallons sold:

• partially offset by incremental revenue associated with Gravity and H2O Midstream acquisitions of $15.3 million and $24.0 million, respectively.

Net revenues included sales to our refining segment of $114.0 million and $156.5 million for the three months ended June 30, 2025 and June 30, 2024, respectively, and sales to corporate and other of $0.1 million and $0.4 million for the three months June 30, 2025 and 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Net revenues decreased by $20.4 million, or 3.9%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily driven by the following:

• decreased revenue of $21.1 million in our West Texas marketing operations primarily driven by decreases in average sales prices per gallon, partially offset by net increases in volumes sold and an increase in RINs revenue:

◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.28 and $0.32 per gallon, respectively;

◦ the average volumes of gasoline and diesel sold increased by 1.1 million and 1.7 million gallons, respectively.

These decreases were partially offset by the following:

• incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $16.5 million and $22.9 million, respectively.

Revenues included sales to our refining segment of $125.9 million and $139.2 million for the three months ended March 31, 2025 and 2024, respectively, and sales to our other segment of $0.4 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively.

◦ the volumes of diesel sold increased by 2.0 million and the average volumes of gasoline sold decreased by 1.6 million gallons;

◦ RINs revenue increased from $2.4 million in the second quarter of 2024 to $3.9 million in the second quarter of 2025, due to increased RINs prices.

• decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;

• decrease of $14.2 million due to the assignment of the Big Spring Refinery marketing agreement to Delek Holdings in the third quarter of 2024;

• partially offset by incremental revenue associated with the Gravity and H2O Midstream Acquisitions of $46.8 million and $31.8 million, respectively.

Revenues included sales to our refining segment of $239.9 million and $295.7 million for the six months ended June 30, 2025 and 2024, respectively, and sales to corporate and other of $0.5 million and $0.8 million for the six months ended June 30, 2025 and 2024, respectively.

We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

Cost of materials and other for the logistics segment increased by $5.4 million, or 4.4%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

This increase was primarily driven by the following:

• incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition.

This increase was partially offset by the following:

• decreased costs of materials and other of $2.3 million in our West Texas marketing operations primarily driven by decreased costs per gallon, partially offset by an increase in gallons sold:

Cost of materials and other for the logistics segment decreased by $18.8 million, or 13.6%, in the second quarter of 2025 compared to the second quarter of 2024.

The decrease was primarily driven by the following:

• decreased costs of materials and other of $19.3 million in our West Texas marketing operations primarily driven by decreases in average cost per gallon of gasoline and diesel sold and net decrease in volumes sold:

◦ the average cost per gallon of gasoline and diesel sold decreased by $0.31 per gallon and $0.36 per gallon, respectively;

◦ the average volumes of gasoline and diesel sold increased by 1.1 million and 1.7 million gallons, respectively.

Our logistics segment purchased product from our refining segment of $90.0 million and $92.9 million for the three months ended March 31, 2025 and 2024, respectively.

Management's Discussion and Analysis

◦ the volumes of gasoline sold decreased by 2.7 million and the volumes of diesel sold increased by 0.3 million gallons.

• incremental costs associated with the H2O Midstream and Gravity Acquisitions of $0.9 million and $2.7 million, respectively.

Our logistics segment purchased product from our refining segment of $84.4 million and $106.7 million for the three months ended June 30, 2025 and June 30, 2024, respectively.

We eliminate these intercompany costs in consolidation.

Cost of materials and other for the logistics segment decreased by $13.4 million, or 5.1%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

This decrease was primarily driven by the following:

• decreased costs of materials and other of $21.7 million in our West Texas marketing operations was primarily driven by decrease in average cost per gallon, partially offset by net increase in volumes sold:

◦ the average cost per gallon of gasoline and diesel sold decreased by $0.24 per gallon and $0.33 per gallon, respectively;

◦ the volumes of diesel sold increased by 2.0 million gallons, and the volumes of gasoline sold decreased by 1.6 million;

• incremental costs associated with the H2O Midstream and Gravity Acquisitions of $1.7 million and $4.7 million, respectively.

Management's Discussion and Analysis

Operating Expenses

Operating expenses increased by $9.0 million, or 28.2%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:

• incremental costs associated with H2O Midstream Acquisition and Gravity Acquisition.

Operating expenses increased by $8.6 million, or 29.1%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the following:

• incremental expenses associated with the H2O Midstream and Gravity Acquisitions of $4.8 million and $11.0 million, respectively;

This increase was partially offset by the following:

• a decrease in outside services.

EBITDA decreased by $14.2 million, or 14.2%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:

Operating expenses increased by $17.6 million, or 28.6%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by the following:

• incremental expenses associated with the H2O Midstream and Gravity Acquisitions of $10.2 million and $17.8 million, respectively.

This increase was partially offset by the following:

• a decrease in outside services.

EBITDA decreased by $10.5 million, or 10.4%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by the following:

• lower revenue related to sales-type lease accounting;

• lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings;

These increase were partially offset by the following:

• incremental EBITDA of $9.4 million and $10.3 million associated with H2O Midstream and Gravity Acquisitions, respectively;

• a $1.13 per barrel increase in wholesale margins.

EBITDA decreased by $24.7 million, or 12.3%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by the following:

• recording certain throughput and storage fees in interest income due to sales-type lease accounting that were previously recorded as revenue in prior year period;

• decreased wholesale margins.

• lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings;

These decreases were partially offset by the following:

• incremental EBITDA associated with H2O Midstream Acquisition and Gravity Acquisition.

• incremental EBITDA of $19.6 million and $24.2 million associated with H2O Midstream and Gravity Acquisitions, respectively;

• a $0.29 per barrel increase in wholesale margins.

Management's Discussion and Analysis

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• potential issuances of additional equity and debt securities.

At March 31, 2025 our total liquidity amounted to $1,810.7 million comprised primarily of $1,186.9 million in unused credit commitments under our revolving credit facilities (as discussed in Note 10 of our condensed consolidated financial statements in Item 1.

At June 30, 2025, our total liquidity amounted to $2,385.2 million comprised primarily of $1,769.7 million in unused credit commitments under our revolving credit facilities (as discussed in Note 10 of our condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q) and $615.5 million in cash and cash equivalents.

Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash dividends, repurchase common stock and fund operational capital expenditures.

On April 29, 2025, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock.

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.

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

On July 30, 2025, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock.

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.

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

Other funding sources including borrowings under existing credit agreements, and issuance of equity and debt securities have been utilized to meet our funding requirements and support our growth capital projects and acquisitions.

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Additionally, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, to pay dividends and repurchase common stock will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including oil prices, some of which are beyond our control.

As of March 31, 2025, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 10 of our condensed consolidated financial statements in Item 1.

As of June 30, 2025, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 10 of our condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q).

Additionally, we were in compliance with covenants during the quarter ended March 31, 2025.

Additionally, we were in compliance with covenants during the quarter ended June 30, 2025.

Failure to meet the incurrence covenants could impose certain incremental restrictions on our ability to incur new debt and also may limit whether and the extent to which we may pay dividends, as well as impose additional restrictions on our ability to repurchase our stock, make new investments and incur new liens (among others).

Such restrictions would generally remain in place until such quarter that we return to compliance under the applicable incurrence based covenants.

Such restrictions would generally remain in place until such a quarter that we return to compliance under the applicable incurrence based covenants.

In the event that we are subject to these incremental restrictions, we believe that we have sufficient current and alternative sources of liquidity, including (but not limited to):

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The following table sets forth a summary of our consolidated cash flows (in millions):

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flow Data:

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Financing activities - continuing operations 368.5 (178.5)

Financing activities - continuing operations — —

Total Financing activities 368.5 (178.5)

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Continuing Operations

Net cash used by operating activities from continuing operations was $62.1 million for the three months ended March 31, 2025, compared to net cash provided by of $160.9 million for the comparable period of 2024.

Decreases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $198.1 million decrease in cash provided by operating activities and an increase in cash paid for debt interest of $19.1 million.

Net cash used by operating activities from continuing operations was $9.9 million for the six months ended June 30, 2025, compared to net cash provided by of $101.0 million for the comparable period of 2024.

The decreases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $90.2 million decrease in cash provided by operating activities and an increase in cash paid for debt interest of $18.4 million.

Cash Flows from Investing Activities

Continuing Operations

Net cash used in investing activities from continuing operations was $314.6 million for the three months ended March 31, 2025, compared to $32.6 million in the comparable period of 2024.

The increase in cash flows used in investing activities was primarily due to $300.8 million acquisition of Gravity of which $209.3 million was paid in cash and a $97.4 million increase in purchases of property, plant and equipment.

Net cash used in investing activities from continuing operations was $477.6 million for the six months ended June 30, 2025, compared to $89.0 million in the comparable period of 2024.

The increase in cash flows used in investing activities was primarily due to the $300.8 million acquisition of Gravity of which $186.5 million was paid in cash, $183.3 million increase in purchases of property, plant and equipment and a reduction in insurance and settlement proceeds of $11.8 million.

Cash Flows from Financing Activities

Continuing Operations

Net cash provided by financing activities from continuing operations was $265.2 million for the three months ended March 31, 2025, compared to cash used of $193.9 million in the comparable 2024 period.

The decrease in cash used was primarily due to net proceeds on long-term revolvers of $269.7 million for the three months ended March 31, 2025 compared to net payments of $215.3 million in the comparable 2024 period, and net proceeds on product and other financing arrangements of $67.6 million for the three months ended March 31, 2025 compared to net payments of $189.7 million in the comparable 2024 period.

These decreases in cash flows were partially offset by net payments of term debt of $2.4 million for the three months ended March 31, 2025 compared to net proceeds on term debt of $116.3 million in the comparable 2024 period, primarily related to the issuance of the Delek Logistics 2029 Notes and the related repayment of the Delek Logistics Term Loan Facility and Delek Logistics 2025 Notes, the receipt of net proceeds of $132.3 million from the Delek Logistics' public offerings of common units in the three months ended March 31, 2024, an increase of $31.5 million in share buybacks and a $11.8 million increase in distributions to non-controlling interests.

Net cash provided by financing activities from continuing operations was $368.5 million for the six months ended June 30, 2025, compared to cash used of $178.5 million in the comparable 2024 period.

The decrease in cash used was primarily due to net payments on long-term revolvers of $354.6 million for the six months ended June 30, 2025 compared to net payments of $450.3 million in the comparable 2024 period, net proceeds on product and other financing arrangements of $162.1 million for the six months ended June 30, 2025 compared to net payments of $102.1 million in the comparable 2024 period and net proceeds of term debt of $695.2 million for the six months ended June 30, 2025 compared to net proceeds on term debt of $316.4 million in the comparable 2024 period, primarily related to the issuance of the Delek Logistics 2033 Notes and the related repayment on the Delek Logistics Revolving Facility.

These increases in cash flows were partially offset by the receipt of net proceeds of $132.2 million from the Delek Logistics' public offerings of common units in the six months ended June 30, 2024, an increase of $44.4 million in share buybacks and a $19.7 million increase in distributions to non-controlling interests.

Cash Position and Indebtedness

As of March 31, 2025, our total cash and cash equivalents were $623.8 million and we had total long-term indebtedness of approximately $3,035.3 million.

As of June 30, 2025, our total cash and cash equivalents were $615.5 million, and we had total long-term indebtedness of approximately $3,100.7 million.

The total long-term indebtedness is net of deferred financing costs and debt discount of $56.4 million.

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Total unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,769.7 million.

The increase of $267.3 million in total long-term principal indebtedness as of March 31, 2025 compared to December 31, 2024 resulted primarily from an increase in net borrowings under the Delek Logistics Revolving Facility.

As of March 31, 2025, our total long-term indebtedness (as defined in Note 10 of the condensed consolidated financial statements in Item 1.

The increase of $340.7 million in total long-term principal indebtedness as of June 30, 2025 compared to December 31, 2024 resulted primarily from the issuance of the Delek Logistics 2033 Notes and a decrease in net borrowings under the Delek Logistics Revolving Facility.

As of June 30, 2025, our total long-term indebtedness (as defined in Note 10 of the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q) consisted of the following:

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• aggregate principal of $1,050.0 million under the Delek Logistics 2029 Notes (due in 2029, with effective interest rate of 8.80%);

• aggregate principal of $700.0 million under the Delek Logistics 2033 Notes (due in 2033, with effective interest rate of 7.64%);and

• the United Community Bank Revolver with no outstanding borrowings (maturity of June 30, 2026).

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Such arrangements include our inventory intermediation arrangement, which finances a significant portion of our first-in, first-out inventory at the refineries and, from time to time, RINs or other non-inventory product financing liabilities and funded letters of credit.

Our inventory intermediation obligation with Citi was $433.6 million at March 31, 2025.

Our inventory intermediation obligation with Citi was $388.4 million at June 30, 2025.

See Note 9 of the accompanying condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q for additional information about our inventory intermediation agreement.

Our product financing liabilities consisted primarily of RIN financings as of March 31, 2025, and totaled $237.2 million, all of which is due in the next 12 months.

Our product financing liabilities consisted primarily of RIN financings as of June 30, 2025, and totaled $335.0 million, all of which is due in the next 12 months.

See further description of these types of arrangements in the Environmental Credits and Related Regulatory Obligations accounting policy disclosed in Note 2 to our accompanying consolidated financial statements included in Item 8.

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A key component of our long-term strategy is our capital expenditure program.

The following table summarizes our actual capital expenditures for the three months ended March 31, 2025, by operating segment and major category (in millions):

2025 Forecast Three Months Ended March 31, 2025 Actual

The following table summarizes our actual capital expenditures for the six months ended June 30, 2025, by operating segment and major category (in millions):

2025 Forecast Six Months Ended June 30, 2025 Actual

Regulatory $ 28 $ 3.4

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Long-Term Cash Requirements Under Contractual Obligations

Information regarding our known cash requirements under contractual obligations of the types described below as of March 31, 2025, is set forth in the following table (in millions):

Information regarding our known cash requirements under contractual obligations of the types described below as of June 30, 2025, is set forth in the following table (in millions):

Payments Due by Period

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Total $ 3,707.7 $ 1,723.3 $ 2,456.3 $ 1,024.6 $ 8,911.9

(1) Expected interest payments on debt outstanding at March 31, 2025.

Floating interest rate debt is calculated using March 31, 2025 rates.

(1) Expected interest payments on debt outstanding at June 30, 2025.

Floating interest rate debt is calculated using June 30, 2025 rates.

For additional information, see Note 10 to the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q.

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancelable terms in excess of one year as of March 31, 2025.

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of June 30, 2025.

(3) We have purchase commitments to secure certain quantities of crude oil, finished product and other resources used in production at both fixed and market prices.

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(7) Amounts reflect a rebate arrangement included in the long-term agreement with FEMSA entered into in conjunction with the Retail Transaction as well as certain underground storage tank cleanup obligations.

For additional information, see Note 4 to the condensed consolidated financial statements in Item 1.

Financial Statements, of this Quarterly Report on Form 10-Q.

For additional information, see our consolidated financial statements in Item 8.

Financial Statements and Supplementary Data, of our December 31, 2024 Annual Report on Form 10-K.

Other Cash Requirements

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In line with our long-term sustainable strategy, future cash requirements will include initiatives to build on our long-term sustainable business model, Environmental, Social and Governance initiatives and sum of the parts initiatives.

Refer to the cash flow section for our operating activities spend during the three months ended March 31, 2025.

Refer to the cash flow section for our operating activities spend during the six months ended June 30, 2025.

While many of the expenses related to the operating activities are variable in nature, some of the expenditures can be somewhat fixed in the short-term due to forward planning on our level of activity.

Refer to the 'Capital Spending' section for our capital expenditures for the three months ended March 31, 2025 and our anticipated cash requirements for planned capital expenditures for the full year 2025.

Refer to the 'Capital Spending' section for our capital expenditures for the six months ended June 30, 2025 and our anticipated cash requirements for planned capital expenditures for the full year 2025.

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 2. Management’s Discussion and Analysis