What changed in this filing

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Item 1A. Risk Factors

2025-02-26 compared with 2024-02-28 · 27 added, 17 removed, 900 unchanged (5% of the section changed)

47 unchanged sentences

There can be no assurance as to how long such uncertainty will persist or that a recurrence of price weakness will not arise in the future.

In February 2025, the U.S.

announced the imposition of tariffs on imports from several U.S.

trade partners and could announce additional tariffs in future periods.

There is significant uncertainty as to the duration of these and any further tariffs, and the impacts these tariffs and any corresponding retaliatory tariffs will have on us, our suppliers and our customers.

The financial impacts of the tariffs on our results of operations and financial condition remain uncertain at the time of filing this report.

The ultimate extent of the impact of volatile conditions in the oil and gas industry on our business, financial condition, results of operation and liquidity will depend largely on future developments which are outside of our control, including the extent and duration of any price reductions, any additional decisions by OPEC and disputes between the members of OPEC+.

39 unchanged sentences

Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.

On June 1, 2022, we completed the Delaware Gathering Acquisition, which has required management to devote significant attention and resources to integrating the Delaware Gathering business with our business.

On September 11, 2024, we completed the H2O Midstream Acquisition and on January 2, 2025, we completed the Gravity Acquisition, which has required management to devote significant attention and resources to integrating these operations with our business.

Potential difficulties that may be encountered in the integration process include, among others:

• the inability to successfully integrate the Delaware Gathering business into our business in a manner that permits us to achieve the revenue and cost savings that we announced as anticipated from the acquisition;

• the inability to successfully integrate the H2O Midstream or Gravity business into our business in a manner that permits us to achieve the revenue and cost savings that we announced as anticipated from the acquisition;

• complexities associated with managing the larger, integrated business;

3 unchanged sentences

• integrating relationships with customers, vendors and business partners;

• performance shortfalls at either or both of our existing businesses or the acquired business as a result of the diversion of management's attention caused by completing the acquisition and integration of Delaware Gathering's operations into the Partnership;

• the disruption or loss in momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.

40 unchanged sentences

The Russia-Ukraine War, Israel-Hamas War, events occurring in response thereto and any expansion of hostilities, may have an adverse impact on our business, our future results of operations, and our overall financial performance.

The effect of the conflicts between Russia and Ukraine beginning in February 2022 and between Israel and Hamas beginning in October 2023, on our business, financial condition, and results of operations are impossible to predict.

Any increase in sanctions, escalating of the conflicts, including the regional or global expansion of hostilities, and other future developments could significantly affect the global economy, lead to market volatility and supply chain disruptions, have an adverse impact on energy prices, including prices of crude oil, other feedstocks, and refined petroleum products, have an adverse impact on the margins from our petroleum product marketing operations, and have a material adverse effect on our business, financial condition, and results of operations.

The effects of the conflicts between Russia and Ukraine beginning in February 2022 and between Israel and Hamas beginning in October 2023, on our business, financial condition, and results of operations are impossible to predict.

10 unchanged sentences

The costs associated with such obligations can be substantial, as can costs associated with related enforcement matters, including possible fines and penalties.

Transportation of crude oil and products over water, or proximate to navigable bodies of water, involves inherent risks (including risks of spills) and could subject us to the provisions of the OPA, the Clean Water Act and similar state environmental

laws should a spill occur from our facilities.

See Items 1 and 2.

333 unchanged sentences

rejoined the Paris Agreement.

On January 20, 2025, the U.S.

again began the process to withdraw from participating in the Paris Agreement.

The adoption and implementation of new or more stringent legislation or regulations could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.

34 unchanged sentences

These initiatives and similar efforts elsewhere could restrict oil and gas development in the future.

The EPA has also moved forward with various regulatory actions, including a proposal to issue new regulations under the New Source Performance Standards (NSPS) to expand and strengthen emissions reduction requirements under NSPS OOOOa for new, modified and reconstructed oil and natural gas sources, and require states to reduce methane emissions from existing sources nationwide.

The EPA finalized new regulations under the New Source Performance Standards (NSPS) OOOOa, OOOOb and OOOOc in March 2024 to expand and strengthen emissions reduction requirements for new, modified and reconstructed oil and natural gas sources, and require states to reduce methane emissions from existing sources nationwide.

Compliance costs are not expected to be material.

The BLM has also asserted regulatory authority over aspects of the hydraulic fracturing process and issued a final rule in March 2015 that established more stringent standards for performing hydraulic fracturing on federal and Indian lands, including requirements relating to well construction and integrity, handling of wastewater and chemical disclosure.

However, in December 2017, the BLM published a final rule rescinding the 2015 rule.

District Court for the Northern District of California upheld the December 2017 rescission rule in a March 2020 decision, and the State of California and environmental plaintiffs appealed.

Litigation is currently ongoing.

However, in December 2017, the BLM published a final rule rescinding the 2015 rule and the U.S.

District Court for the Northern District of California upheld the December 2017 rescission rule in a March 2020 decision.

Further, several federal governmental agencies have conducted reviews and studies on the environmental aspects of hydraulic fracturing, including the EPA.

23 unchanged sentences

If any such litigation were to be initiated against us, at a minimum, we would incur legal and other expenses to defend such lawsuits, which amounts may be significant.

More recently there has also been growing opposition to ESG matters from U.S.

federal, state and local governments, with the President having recently issued an executive order opposing diversity equity and inclusion (“DEI”) initiatives in the private sector.

Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, and scrutiny could result in additional compliance obligations, litigation risks, and governmental investigations or enforcement actions, which could impact how we conduct our operations or result in reputational harm.

If we failed to prevail in any such litigation and were required to pay significant damages and/or materially alter the manner in which we conduct our business, there could be a material adverse impact on our operations, financial condition or results of operations.

30 unchanged sentences

We rely on information technology across our operations, including in the monitoring of the movement of petroleum through our pipelines and terminals and in various other processes and transactions.

We also utilize information technology systems and controls throughout our operations to capture accounting, technical and regulatory data for subsequent archiving, analysis and reporting.

We also utilize information technology systems and controls, some of which include embedded artificial intelligence ("AI"), throughout our operations to capture accounting, technical and regulatory data for subsequent archiving, analysis and reporting.

Disruption, failure, or cyber security breaches affecting or targeting our computer or telecommunications systems, our infrastructure, or the infrastructure of our cloud-based IT service providers may materially impact our business and operations.

2 unchanged sentences

Furthermore, public disclosure of any such event could result in negative publicity and a loss of investor confidence, which could have a negative impact on the trading price of our common units.

We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as payment card and personal credit information.

We rely on commercially available systems, software, tools and monitoring, which may also include embedded AI, to provide security for processing, transmission and storage of confidential customer information, such as payment card and personal credit information.

Despite our security measures, we experience attempts by external parties to penetrate and attack our networks and systems.

Although such attempts to date have not, to our knowledge, resulted in any material breaches, disruptions, or loss of business-critical information, our systems and procedures for protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation or regulatory actions.

In addition, as technologies evolve, work trends change such as the increase in remote work in the wake of the COVID-19 Pandemic, and cyber-attacks become more sophisticated, we may incur significant costs to upgrade or enhance our security measures to protect against such attacks and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential harm.

We could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience damage to our reputation or a loss of consumer confidence, or incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could adversely affect our reputation, business, operations or financial results.

In addition, as technologies evolve, work trends change such as the increase in remote work, and cyber-attacks become more sophisticated, we may incur significant costs to upgrade or enhance our security measures to protect against such attacks and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential harm.

Additionally, our use of AI software may create additional risks related to the unintentional disclosure of proprietary, confidential, personal or otherwise sensitive information.

We could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience

damage to our reputation or a loss of consumer confidence, or incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could adversely affect our reputation, business, operations or financial results.

We may be adversely affected by the effects of inflation.

47 unchanged sentences

Delek Holdings controls our general partner and appoints all of the officers and directors of our general partner.

In addition, all of the officers and three of the directors of our general partner are also officers and/or directors of Delek Holdings.

In addition, all of the officers and two of the directors of our general partner are also officers and/or directors of Delek Holdings.

Directors, Executive Officers and Corporate Governance.

10 unchanged sentences

• Our general partner is allowed to take into account the interests of parties other than us, such as Delek Holdings, in resolving conflicts of interest.

• All of the officers and three of the directors of our general partner are also officers and/or directors of Delek Holdings and owe fiduciary duties to Delek Holdings.

• All of the officers and two of the directors of our general partner are also officers and/or directors of Delek Holdings and owe fiduciary duties to Delek Holdings.

These officers will also devote significant time to the business of Delek Holdings and will be compensated by Delek Holdings accordingly.

253 unchanged sentences

However, under the Tax Reform Act, for taxable years beginning after December 31, 2017, our deduction for “business interest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income.” For purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income.

Unresolved Staff Comments, Cybersecurity Related Matters, Legal Proceedings and Mine Safety Disclosures

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

What changed 10-K

Item 1A. Risk Factors