What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 622 added, 391 removed, 1588 unchanged (39% of the section changed)

13 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate.

We acquired H2O Midstream effective September 11, 2024, and have included the operating results and assets and liabilities of H2O Midstream in our consolidated financial statements as of December 31, 2024.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Partnership’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of H2O Midstream.

H2O Midstream accounted for approximately 12.3% of total assets as of December 31, 2024 and approximately 2.1% of net revenues of the Partnership for the year ended on December 31, 2024.

We are currently in the process of integrating the H2O Midstream operations, control processes and information systems into our systems and control environment.

Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

3 unchanged sentences

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than those changes made in connection with the H2O Midstream Acquisition on September 11, 2024, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report, which is included in the section beginning on page F-1.

Controls and Procedures, and Other Information

OTHER INFORMATION

32 unchanged sentences

Brown, Gadd and Haddock and Mses.

Brillon and Kelly qualifies as an independent director under applicable SEC rules and regulations and the rules of the NYSE.

Brillon and Kelly qualify as an independent director under applicable SEC rules and regulations and the rules of the NYSE.

Under the NYSE's listing standards, a director will not be deemed independent unless the Board affirmatively determines that the director has no material relationship with us.

1 unchanged sentence

Brown, Gadd and Haddock and Mses.

Brillon and Kelly has no material relationship with Delek Holdings or us, either directly or as a partner, stockholder or officer of an organization that has a relationship with Delek Holdings or us, and each of them is therefore independent under the NYSE's listing standards and applicable SEC rules and regulations.

Brillon and Kelly have no material relationship with Delek Holdings or us, either directly or as a partner, stockholder or officer of an organization that has a relationship with Delek Holdings or us, and each of them is therefore independent under the NYSE's listing standards and applicable SEC rules and regulations.

Directors, Executive Officers, Corporate Governance, and Security Ownership

25 unchanged sentences

All of our general partner's executive officers are employees and officers of Delek Holdings.

While the amount of time that our general partner's executive officers devote to our business varies in any given year, we currently estimate that approximately 10% to 20% of their productive business time is spent on the management and conduct of our operations, except for Odely Sakazi, who devotes a majority of his time to our operations.

The executive officers of our general partner intend to devote as much of their time as is necessary for the proper conduct of our business.

7 unchanged sentences

Avigal Soreq 47 Director and President, Delek Logistics

Ezra Uzi Yemin 54 Executive Chairman of the Board of Directors

Ezra Uzi Yemin 56 Chairman of the Board of Directors

Brillon 65 Chair of Audit Committee and Member of Technology and Governance, Compensation and Conflicts Committees

4 unchanged sentences

Kelly 52 Director, Chair of Technology Committee, and Member of Conflicts and EHS Committees

Reuven Spiegel 66 Director, Executive Vice President and Chief Financial Officer

Reuven Spiegel 68 Director, Executive Vice President, Delek Logistics, and Chief Financial Officer

Denise McWatters 65 Executive Vice President, General Counsel and Secretary

Odely Sakazi 39 Senior Vice President, Delek Logistics

Avigal Soreq rejoined the Partnership as President and as one of our directors on June 9, 2022, after serving as the Chief Executive Officer of El Al Israel Airlines, the national airline of Israel, since January 2021.

9 unchanged sentences

Soreq is a certified public accountant in Israel.

Ezra Uzi Yemin has served as the Executive Chairman of the Board since June 2022.

Ezra Uzi Yemin has served as the Chairman of the Board since April 2022 and as one of our directors since April 2001.

Yemin has served as one of our directors since April 2001 and as the chair of the Board since April 2012.

23 unchanged sentences

Brillon was appointed to the Board because the board of directors believed her many years of experience in both the upstream and midstream sectors of the oil and gas industry will be important as the Board navigates rapid developments in the petroleum industry.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Brown, III has served as a member of the Board since November 2012, as a member of the Audit Committee and Conflicts Committee (of which he is Chairperson) since November 2012, as a member of the Governance and Compensation Committee since July 2021, and as a member of the EHS Committee from its inception in October 2016 to July 2021.

1 unchanged sentence

From July 2013 until his retirement on January 1, 2020, Mr.

Brown served as the executive vice president of Apex Clean Energy, Inc., an independent renewable energy company, where he managed legal and business development

Directors, Executive Officers, Corporate Governance, and Security Ownership

Brown served as the executive vice president of Apex Clean Energy, Inc., an independent renewable energy company, where he managed legal and business development activities.

Brown is currently the owner of, and since 2011, the chief advisor for, CRW Energy, a consulting firm focused on the international power and utility industries.

51 unchanged sentences

Kelly’s years of experience in the oil and gas industry and operations experience as well as her technical background.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Reuven Spiegel has served as our Chief Financial Officer since May 2020, and as a member of the Board since July 2014.

Additionally, beginning February 2025, Mr.

Spiegel has served as Executive Vice President, Delek Logistics.

Spiegel previously served as a member of the Audit Committee from September 2014 until April 2020 and as a member of the EHS Committee from October 2016 until April 2020.

8 unchanged sentences

Spiegel’s financial industry experience provides the Board with valuable expertise in the Partnership’s financial and accounting matters.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Denise McWatters has served as our Executive Vice President, General Counsel and Corporate Secretary since February 2021.

4 unchanged sentences

McWatters served as the General Counsel of The Beck Group, an architecture, construction and design firm, from 2005 through October 2007.

Odely Sakazi has served as Senior Vice President, Delek Logistics since August 2019.

He previously served as our Vice President of Business Strategy and corporate development from November 2017 until August 2019, as Senior Director of Business Strategy from January 2017 until November 2017, as Director of Business Strategy from June 2016 until January 2016, and as Director of Corporate Operation from August 2015 until June 2016.

He formerly served in the Israeli Navy as an officer in various roles between 2010 and 2014.

Board Leadership Structure

Yemin serves as Executive Chairman of the Board.

He is also the Executive Chairman of the board of directors of Delek Holdings, which provides the Board and us with important interaction with, and access to, our most important customer and majority unitholders.

Yemin serves as Chairman of the Board.

He is also the Chairman of the board of directors of Delek Holdings, which provides the Board and us with important interaction with, and access to, our most important customer and majority unitholders.

Yemin also brings to the Board and us the perspective of our majority unitholder and the principal executive officer and chair of the board of publicly traded company.

The Board met 17 times in 2024, with each director attending at least 75% of the aggregate of all meetings of the Board and committees on which he or she served during the year.

Because the Executive Chairman of the Board is not an independent director, on February 22, 2021, the Board designated Ron W.

Because the Chairman of the Board is not an independent director, on February 22, 2021, the Board designated Ron W.

Haddock to serve in a lead capacity (the "Lead Independent Director") to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine from time to time.

The Lead Independent Director is appointed annually by the Board and may be removed from or replaced at any time.

The Lead Independent Director will chair all meeting of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors, call additional meetings of the independent directors as deemed appropriate, and perform such other functions as the Board may direct.

The Lead Independent Director will chair all meeting of the Board at which the Chairman is not present, including executive sessions of the independent directors, call additional meetings of the independent directors as deemed appropriate, and perform such other functions as the Board may direct.

Executive Sessions

8 unchanged sentences

Communications with the Board of Directors of Our General Partner

Unitholders or other interested parties who wish to communicate with any of our directors, any committee chairperson or the Board may do so by writing to the director, committee chairperson or the Board in care of the Secretary of the general partner of Delek Logistics Partners, LP at 310 Seven Springs Way, Suite 400 and 500, Brentwood, Tennessee 37027.

Any such communication received will be forwarded directly to the director to whom it is addressed.

9 unchanged sentences

Brillon joined the committee in January 2021.

The Audit Committee met seven times in 2023, either in person or telephonically, with each member attending at least 75% of all meetings of the Audit Committee.

The Audit Committee met eight times in 2024, either in person or telephonically, with each member attending at least 75% of all meetings of the Audit Committee.

The Board has determined that (i) each of Messrs.

Brown and Haddock and Ms.

Brillon qualifies as independent and as financially literate under applicable SEC rules and regulations and the rules of the NYSE, and (ii) Ms.

Brillon meets the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Brillon qualifies as independent and as financially literate under applicable SEC rules and regulations and the rules of the NYSE, and (ii) Mr.

Brown and Ms.

Brillon meet the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Audit Committee Members

2 unchanged sentences

Brillon (Chair)

Directors, Executive Officers, Corporate Governance, and Security Ownership

The purpose of the Audit Committee is to provide assistance to the Board in the oversight of (a) the quality and integrity of our financial statements;

16 unchanged sentences

Kelly joined the committee in July 2020.

The Conflicts Committee met two times in 2023 either in person or telephonically, with each member attending all meetings of the Conflicts Committee.

The Conflicts Committee met twelve times in 2024 either in person or telephonically, with each member attending all meetings of the Conflicts Committee.

Our Partnership Agreement does not require that the Board seek approval from the Conflicts Committee to determine the resolution of any conflict of interest between us and Delek Holdings or any other person.

53 unchanged sentences

"Executive Compensation".

Insider Trading Policy

The Board has adopted an Insider Trading Policy (the “Insider Trading Policy”) applicable to the General Partner and its directors, officers, and employees, the Partnership, our subsidiaries, affiliates, directors, officers, and all of our employees and the employees of our subsidiaries and affiliates, governing the purchase, sale, and/or other dispositions of our securities.

The Board believes the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Governance Guidelines, Code of Business Conduct & Ethics and Committee Charters

The Governance Guidelines of the Board of Directors of our general partner, the charters of the standing Board committees of our general partner and our Amended and Restated Code of Business Conduct & Ethics covering all employees, including our principal executive officer, principal financial officer, principal accounting officer and controllers, are available on our website, www.DelekLogistics.com under the "About Us - Corporate Governance" caption.

A copy of any of these documents will be mailed upon a request made to Investor Relations, Delek Logistics Partners, LP, or ir@deleklogistics.com.

A copy of any of these documents will be mailed upon a request made to Investor Relations, Delek Logistics Partners, LP, or www.deleklogistics.com/overview.

We intend to disclose any amendments to, or waivers of, the Code of Business Conduct & Ethics on behalf of our President, Chief Financial Officer and persons performing similar functions on our website, at www.DelekLogistics.com, under the “Investor Relations” caption, promptly following the date of any such amendment or waiver.

63 unchanged sentences

The Summary Compensation Table below summarizes the compensation for the fiscal year ended December 31, 2024 (and the two prior fiscal years) for our general partner's president (Mr.

Soreq), Executive Chairman (Mr.

Yemin), principal financial officer (Mr.

Soreq), Executive Vice President (Mr.

Israel), principal financial officer (Mr.

Spiegel), Executive Vice President, General Counsel, and Secretary (Ms.

9 unchanged sentences

2022 — — 499,955 — — — 499,955

Ezra Uzi Yemin,

Executive Chairman 2023 — — 749,971 — — — 749,971

2022 — — 1,233,943 — — — 1,233,943

2021 — — 1,049,979 — — — 1,049,979

Reuven Spiegel,

2 unchanged sentences

2022 — — 133,418 — — — 133,418

Joseph Israel

Executive Vice President 2024 — — 249,995 — — — 249,995

2023 — — 249,977 — — — 249,977

2022 — — — — — — —

Denise McWatters,

General Counsel 2023 — — 174,998 — — — 174,998

Executive Vice President, General Counsel and Secretary 2024 — — 174,961 — — — 174,961

2023 — — 174,998 — — — 174,998

2022 — — 166,705 — — — 166,705

Former Executive Officer

Odely Sakazi,

2 unchanged sentences

2023 332,000 180,000 258,739 — 314,985 16,514 1,102,238

2022 300,000 — 250,075 — 305,100 11,871 867,046

(1) As noted above, no compensation other than grants of service phantom units under our LTIP is reported for the NEOs except for Mr.

1 unchanged sentence

Sakazi received compensation from us or our general partner in 2024.

(2) The $180,000 was a discretionary award given as a result of the Delaware Gathering (formerly 3 Bear) Acquisition that was paid out in March 2023.

(2) The $180,000 was a discretionary award given as a result of the Delaware Gathering Acquisition that was paid out in March 2023.

(3) Amounts in this column represent the grant date fair value of DK PSUs, DK RSUs, with respect to Mr.

1 unchanged sentence

The fair value of DK PSUs is calculated using a Monte-Carlo simulation model, which assumes a risk-free rate of interest of 4.25%, an expected term of 2.81 years and expected volatility of 51.41%.

Assumptions used in the calculation of these amounts for the 2023 fiscal year are included in footnote 20 to the audited financial statements of Delek Holdings for the 2023 fiscal year included in Delek Holdings’ Annual Report on Form 10-K filed with the SEC on or about February 28, 2024.

Assumptions used in the calculation of these amounts for the 2024 fiscal year are included in Note 21 to the audited financial statements of Delek Holdings for the 2024 fiscal year included in Delek Holdings’ Annual Report on Form 10-K filed with the SEC on or about February 27, 2025.

The fair value of DK RSUs and DKL phantom units is calculated using the closing price of Delek Holdings’ Common Stock and our common limited partner units, respectively, on the date of the grant.

3 unchanged sentences

Sakazi, this amount also includes reimbursement in the amount of $1,000 for HSA employer in 2024.

(6) During the fiscal year ended December 31, 2024, Mr.

Sakazi served as our Senior Vice President.

Sakazi departed the Partnership on February 12, 2025.

Grants of Plan Based Awards in 2024

5 unchanged sentences

Avigal Soreq 3/10/2024 22,389 (3)

Ezra Uzi Yemin 3/10/2023 14,481 (3)

Reuven Spiegel 3/10/2024 7,036 (3)

Denise McWatters 3/10/2024 4,477 (3)

Joseph Israel 3/10/2024 6,397 249,995

Former Executive Officer:

Odely Sakazi 3/10/2024 2,358 (4)

4 unchanged sentences

3/10/2024 943 1,886 3,772 71,857

(1) The amounts in this column reflect the threshold, target, and maximum shares to be issued upon the vesting of PSUs.

The PSUs granted to Mr.

Sakazi are subject to a performance period beginning January 1, 2023 and ending December 31, 2023.

10/07/2024 5,482 10,963 32,889 207,091

(1) The amounts in this column reflect the threshold, target, and maximum shares to be issued upon the vesting of PSUs granted to Mr.

Sakazi in 2024.

The PSUs granted on March 10, 2024 were subject to four different performance periods:

January 1, 2024 and ending December 31, 2024, January 1, 2025 and ending December 31, 2025, January 1, 2026 and ending December 31, 2026, and January 1, 2024 and ending December 31, 2026.

The PSUs granted on October 7, 2024 were subject to a performance period beginning in the third quarter of 2024 and ending December 31, 2025 as described above with respect to the EOP.

In connection with Mr.

Sakazi’s departure in February 2025, all unvested PSUs were forfeited.

Directors, Executive Officers, Corporate Governance, and Security Ownership

(2) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes over the expected term of the grant.

Because the fair value of PSUs is calculated differently than the fair value of RSUs, the grant date fair values for PSUs and RSUs covering identical quantities of shares may differ.

7 unchanged sentences

Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date Number of Units That Have Not Vested Market Value of Units That Have Not Vested

President — — n/a n/a 17,340 $748,568

Ezra Uzi Yemin

Executive Chairman — — n/a n/a 22,091 $953,668

Reuven Spiegel

Chief Financial Officer — — n/a n/a 3,035 $131,021

Denise McWatters

General Counsel — — n/a n/a 3,980 $171,817

Senior Vice President — — n/a n/a 44,129 $507,409

Avigal Soreq — — n/a n/a 25,389 $1,072,939

Joseph Israel — — n/a n/a 7,335 $310,822

Denise McWatters — — n/a n/a 5,004 $211,469

Former Executive Officer:

Odely Sakazi — — n/a n/a 54,805 $587,044

Option Exercises and Stock Vested in 2024

2 unchanged sentences

Name Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting Value Realized on Vesting

Avigal Soreq, President — $— 7,331 $338,136

Ezra Uzi Yemin, Executive Chairman — $— 26,857 $1,272,902

Reuven Spiegel, Chief Financial Officer — $— 5,655 $263,686

Denise McWatters, General Counsel — $— 2,860 $135,860

Odely Sakazi, Senior Vice President — $— 4,711 $140,449

Avigal Soreq — $— 14,340 $572,594

Reuven Spiegel — $— 10,071 $400,287

Joseph Israel — $— 3,302 $131,791

Denise McWatters — $— 3,453 $137,554

Former Executive Officer:

Odely Sakazi — $— 3,866 $105,275

Potential Payments Upon Termination or Change-In-Control

3 unchanged sentences

Name Termination of Employment Change-In-Control

Avigal Soreq, President — $—

Ezra Uzi Yemin, Executive Chairman — $—

Reuven Spiegel, Chief Financial Officer — $—

Denise McWatters, General Counsel — $—

Odely Sakazi, Senior Vice President $1,085,573 (1)

Avigal Soreq $— $—

Ezra Uzi Yemin $— $—

Reuven Spiegel $— $—

Denise McWatters $— $—

Odely Sakazi (1)

$1,147,769 (2)

$2,083,461 (3)

Sakazi departed the Partnership on February 12, 2025.

(2) Assumes acceleration of 1,094 unvested DK RSUs, 536 unvested DKL RSUs, and 10,836 unvested PSUs.

(3) Assumes acceleration of 3,143 unvested DK RSUs, 1,773 unvested DKL RSUs, and 24,539 unvested PSUs.

Directors, Executive Officers, Corporate Governance, and Security Ownership

2012 Long-Term Incentive Plan

31 unchanged sentences

Gadd 90,000 119,991 — — 209,991

85,000 119,995 — — 204,995

Green 85,000 119,991 — — 204,991

Haddock 107,500 119,991 — — 227,491

5 unchanged sentences

(3) Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes.

The grant date fair value of $39.38 per unit is equal to the NYSE closing price of our common units as of June 10, 2024.

2 unchanged sentences

Kelly and Brillon held 3,047 outstanding phantom units at December 31, 2024.

(4) During 2023, Mr.

Green also received $171,999 in fees from Delek Holdings for consulting work.

Directors, Executive Officers, Corporate Governance, and Security Ownership

16 unchanged sentences

Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable.

Unless otherwise indicated below, each person or entity has an address in care of our principal executive offices at 310 Seven Springs Way, Suite 400 and 500, Brentwood, Tennessee 37027.

Unless otherwise indicated below, each person or entity has an address in care of our principal executive offices at 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027.

Name of Beneficial Owner (1)

6 unchanged sentences

34,111,278 63.6 n/a n/a

ALPS Advisors, Inc.

and Alerian MLP ETF (5)

3,287,772 6.1 n/a n/a

Directors, Director Nominees and NEOs:

22 unchanged sentences

Common Stock, as applicable.

(1) Unless otherwise indicated, the address for all beneficial owners is 310 Seven Springs Way, Suite 400 and 500, Brentwood, Tennessee 37027.

(1) Unless otherwise indicated, the address for all beneficial owners is 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027.

(2) For purposes of this table, a person is deemed to have “beneficial ownership” of any securities when such person has the right to acquire them within 60 days after the Measurement Date.

13 unchanged sentences

files information with, or furnishes information to, the SEC pursuant to the information requirements of the Exchange Act, as amended.

(5) Beneficial ownership information is based on a Schedule 13G/A filed with the SEC on January 8, 2025 by ALPS Advisors, Inc.

and Alerian MLP ETF, both with an address of 1290 Broadway, Suite 1000, Denver, CO, 80203.

Both ALPS Advisors, Inc.

and Alerian MLP ETF have sole voting power with respect to 0 shares, sole dispositive power with respect to 0 shares, shared voting power with respect to 3,287,772 shares and shared dispositive power with respect to 3,287,772 shares.

(5) The number of our common units owned includes 4,051 phantom units that will vest within 60 days of the Measurement Date.

7 unchanged sentences

Common Stock includes 106,021 RSUs that will vest within 60 days of the Measurement Date.

(7) The number of our common units owned includes 758 phantom units that will vest within 60 days of the Measurement Date.

(7) The number of shares of Delek US Holdings, Inc.

6 unchanged sentences

Common Stock includes 1,682 RSUs that will vest within 60 days of the Measurement Date.

(10) The number of our common units owned includes 244 phantom units that will vest within 60 days of the Measurement Date.

The number of shares of Delek US Holdings, Inc.

Common Stock includes 701 RSUs that will vest within 60 days of the Measurement Date.

(10) Beneficial ownership for Mr.

Sakazi, our former Senior Vice President, is based on his most recent Form 4 filing with the SEC.

EQUITY COMPENSATION PLAN INFORMATION

10 unchanged sentences

The LTIP did not require approval by our limited partners.

Additionally, On June 9, 2021, the LTIP was amended to increase the number of units representing limited partner interest in the Partnership (the "Common Units") authorized for issuance by 300,000 Common Units to 912,207 Common Units.

Additionally, the term of the LTIP was extended to June 9, 2031.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Certain Relationships and Related Transactions, and Director Independence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

7 unchanged sentences

During 2024, we made cash distributions totaling $204.7 million to our unitholders, of which $147.6 million was paid to Delek Holdings and our general partner.

Unit Buyback Authorization

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

The purchase price per common unit in each Repurchase will be the 30-day volume weighted average price of the common units at the close of trading on the day prior to the closing date subject to certain limitations set forth in the Purchase Agreement.

The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.

On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds 50% equity interests in Wink to Webster Holdings, LLC ("W2W Holdings"), (the "W2W Investment") from a wholly owned subsidiary of Delek Holdings.

W2W Holdings includes our 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness.

Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations.

Total consideration was comprised of $83.9 million in cash (including $2.7 million post-closing adjustment), forgiveness of a $60.0 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.

Commercial Agreements, Omnibus Agreement and Operations and Management Services Agreement

10 unchanged sentences

• our right of first offer to acquire certain of Delek Holdings' logistics assets, including certain terminals, storage facilities and other related assets located at the Tyler and El Dorado Refineries and, under specified circumstances, logistics and marketing assets that Delek Holdings may acquire or construct in the future;

• Delek Holdings' option to purchase certain critical assets from the Partnership at market value during the period beginning upon any change in control or sale of substantially all assets involving the Partnership (“Deconsolidation”) and extending (i) in the case of a Deconsolidation involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.

• Delek Holdings' right of first refusal to purchase our assets that serve its refineries;

• our obligation to pay an annual fee to Delek Holdings for Delek Holdings' provision of centralized corporate services, including executive management services of Delek Holdings employees who devote less than 50% of their time to our business, financial and administrative services, information technology services, legal services, health, safety and environmental services, human resource services, and insurance administration;

Certain Relationships and Related Transactions, and Director Independence

services, information technology services, legal services, health, safety and environmental services, human resource services, and insurance administration;

• Delek Holdings' reimbursement to us for certain operating expenses and certain maintenance capital expenditures and Delek Holdings' indemnification of us for certain matters, including environmental, title and tax matters;

1 unchanged sentence

• reimbursement to us for certain designated periods of time related to the date of acquisition of the relevant asset for all non-discretionary maintenance capital expenditures, other than those required to comply with applicable environmental laws and regulations, in excess of certain thresholds per year that we make with respect to the assets contributed to us by Delek Holdings for which we have not been reimbursed as described above.

See Note 4 and Note 14 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, for a discussion of and the amounts paid under the Omnibus Agreement during 2023.

See Note 4 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, for a discussion of and the amounts paid under the Omnibus Agreement during 2024.

Other Related Party Transactions

1 unchanged sentence

We sold RINs in the amount of approximately $7.0 million to Delek Holdings during the year ended December 31, 2024.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Related Party Revolving Credit Facility

1 unchanged sentence

The Related Party Revolving Credit Facility provides for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche.

The Related Party Revolving Credit Facility will bear interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00% and matures on June 30, 2028.

The Related Party Revolving Credit Facility contains certain affirmative covenants, mandatory prepayments and events of default that the Partnership considers to be customary for an arrangement of this sort.

The obligations under the Related Party Revolving Credit Facility are unsecured.

The Related Party Revolving Credit Facility will bear interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00%.

The Related Party Revolving Credit Facility proceeds were available for the Partnership’s working capital purposes and other general corporate purposes.

On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024.

DPG Management Agreement

The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin.

The majority of the gathering systems has been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement.

The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement.

The Partnership is also considered the operator for the project and is responsible for the oversight of the project design, procurement and construction of project segments and for providing other related services.

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Transactions that are otherwise resolved under Section 7.9 of the Partnership Agreement are not required to be reviewed or approved under the policy.

Certain Relationships and Related Transactions, and Director Independence

Subject to certain exceptions, the policy requires that related party transactions, as defined by the policy, be approved by the Board or an authorized committee of the Board, subject to the guidelines of the policy.

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Exhibits - See below.

Exhibits and Financial Statement Schedules

1.1 Equity Distribution Agreement, dated as of November 14, 2022, by and among the Partnership, Delek Logistics GP, LLC, and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.1 of the Partnership’s Form 8-K filed on November 14, 2022).

2.1 Contribution and Subscription Agreement, dated as of May 24, 2019, by and among Plains Pipeline, L.P., DKL Pipeline, LLC, and Red River Pipeline Company LLC (incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on Form 8-K filed on May 28, 2019).

2.2 Contribution, Conveyance, and Assumption Agreement, dated as of March 31, 2020, between several Delek subsidiaries (incorporated by reference to Exhibit 2.1 of the Partnership's Form 8-K filed April 6, 2020).

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2.4 Exchange Agreement, dated August 13, 2020, between the Partnership and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 of the Partnership's Form 8-K filed on August 14, 2020).

2.5 Membership Interest Purchase Agreement, dated as of April 8, 2022, by and between 3 Bear Energy - New Mexico LLC and DKL Delaware Gathering, LLC (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed on April 11, 2022).

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

and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to the Partnership’s Form 10-Q filed on August 7, 2024).

2.7 Purchase and Sale Agreement, dated as of August 2, 2024, by and between H2O Midstream Holdings, LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to Delek Logistics Partners, LP’s Form 8-K filed on August 7, 2024).

2.8 Membership Interest Purchase Agreement, dated as of December 11, 2024, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to the Partnership's Form 8-K filed on December 13, 2024).

3.1 Certificate of Limited Partnership of Delek Logistics Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership's Form S-1 (File No.

333-182631) filed on July 12, 2012).

3.2 Second Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated August 13, 2020 (incorporated by reference to Exhibit 3.1 of the Partnership's Form 8-K filed on August 14, 2020).

3.3 Amendment No.

1 to the Second Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated February 26, 2023 (incorporated by reference to Exhibit 3.3 of the Pa rtnership 's Form 10 -K filed on March 1, 2023 ).

3.2 Third Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP dated September 11, 2024 (incorporated by reference to Exhibit 3.1 to the Partnership's Current Report on Form 8-K filed on September 13, 2024).

3.3 Certificate of Formation of Delek Logistics GP, LLC (incorporated by reference to Exhibit 3.3 to the Partnership's Registration Statement on Form S-1 (File No.

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3.4 Fourth Amended and Restated Limited Liability Company Agreement of Delek Logistics GP, LLC, dated August 13, 2020 (incorporated by reference to Exhibit 3.2 of the Partnership’s Form 8-K filed on August 14, 2020).

4.1 # Description of the Common Units.

4.2 Indenture, dated as of May 23, 2017, among Delek Logistics Partners, LP, Delek Logistics Finance Corp., the Guarantors named therein and U.S.

Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership's Form 8-K filed on May 24, 2017).

4.3 Form of 6.750% Senior Notes due 2025 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Partnership's Form 8-K filed on May 24, 2017).

4.4 Supplemental Indenture, dated March 22, 2018, among DKL Big Spring, LLC, Delek Logistics Partners, LP, Delek Logistics Finance Corp., the other guarantors and U.S.

Bank, National Association (incorporated by reference to Exhibit 4.1 to the Partnership’s Form 8-K filed on March 26, 2018).

4.5 Second Supplemental Indenture, dated February 28, 2020, among DKL Pipeline, LLC, Delek Logistics Partners, LP, Delek Logistics Finance Corp., the other guarantors and U.S.

(incorporated by reference to Exhibit 4.1 of the Partnership's Form 8-K filed on April 6, 2020).

4.6 Third Supplemental Indenture, dated March 26, 2020, among DKL Permian Gathering, LLC, Delek Logistics Partners, LP, Delek Logistics Finance Corp., the other guarantors and U.S.

(incorporated by reference to Exhibit 4.2 of the Partnership's Form 8-K filed on April 6, 2020).

4.1 Description of the Common Units (incorporated by reference to Exhibit 4.1 to the Partnership's Form 10-K) .

4.2 Indenture, dated as of May 24, 2021, among Delek Logistics Partners, LP, Delek Logistics Finance Corp., the other guarantors, and U.S.

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Bank Trust Company, National Association (incorporated by reference to Exhibit 4.9 of the Partnership's Form 10-K filed on March 1, 2023).

4.10 Fourth Supplemental Indenture, dated as of May 27, 2022, among DKL Delaware Gathering, the Partnership, Delek Logistics Finance Corp., the other guarantors, and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.10 of the Partnership's Form 10-K filed on March 1, 2023).

4.5 Second Supplemental Indenture, dated as of July 8, 2022, among the Partnership, Delek Logistics Finance Corp., the other guarantors, and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.11 of the Partnership's Form 10-K filed on March 1, 2023).

4.12 Fifth Supplemental Indenture, dated as of July 8, 2022, among the Partnership, Delek Logistics Finance Corp., the other guarantors, and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.12 of the Partnership's Form 10-K filed on March 1, 2023).

4.6 Indenture, dated as of March 13, 2024, among the Partnership, Delek Logistics Finance Corp., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership's Form 8-K filed on March 13, 2024 ) .

4.7 Form of 8.625% Senior Note due 2029 (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Partnership's Form 8-K filed on March 13, 2024 ).

4.8 First Supplemental Indenture, dated as of April 17, 2024, among the Partnership, Finance Corp., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Partnership 's Form 8-K filed on April 17, 2024).

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

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Partnership's Form 8-K filed on August 16, 2024).

10.1 ++ Marketing Agreement, dated November 7, 2012, by and between Delek Refining, Ltd.

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and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-K filed on February 28, 2017).

10.4 Marketing Agreement, dated as of March 20, 2018 and effective as of March 1, 2018, by and among Alon USA, LP, DKL Big Spring, LLC, and for the limited purposes specified therein, Delek US Holdings, Inc.

(incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on March 26, 2018).

10.5 Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of February 10, 2014, by and among Lion Oil Company and Delek Logistics Operating, LLC, and for limited purposes, J.

Aron & Company (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on February 14, 2014).

10.6 Amendment to Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of July 22, 2016, but effective as of February 11, 2014, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on August 5, 2016).

10.7 First Amendment to Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of December 14, 2018, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.10 to the Partnership's Form 10-K filed on March 1, 2019).

10.8 Throughput and Tankage Agreement (Tyler Terminal and Tankage), dated July 26, 2013, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd.

(incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on August 1, 2013).

10.9 First Amendment to Throughput and Tankage Agreement (Tyler Terminal and Tankage), dated as of December 14, 2018, by and between Delek Refining, Ltd.

and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.29 to the Partnership's Form 10-K filed on March 1, 2019).

10.10 Throughput Agreement (El Dorado Rail Offloading Facility), dated as of March 31, 2015, among Lion Oil Company, Lion Oil Trading & Transportation, LLC and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 8-K filed on April 6, 2015).

Exhibits and Financial Statement Schedules

10.4 Amended and Restated Throughput and Tankage Agreement (El Dorado Terminal and Tankage) dated August 5, 2024, among DK Trading & Supply, LLC, Delek Logistics Operating, LLC, and, for limited purposes, Citigroup Energy, Inc.

(incorporated by reference to Exhibit 10.3 to the Partnership's Form 10-Q filed on August 7, 2024).

10.5 Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.

2 to the Partnership's Form 10-Q filed on August 7, 2024).

10.6 Amended and Restated Throughput Agreement (El Dorado Rail Offloading Facility) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.4 to the Partnership's Form 10-Q filed on August 7, 2024).

10.7 Pipelines, Storage and Throughput Facilities Agreement (Big Spring Refinery Logistics Assets and Duncan Terminal), dated March 20, 2018 and effective as of March 1, 2018, by and among Alon USA, LP, DKL Big Spring, LLC, for the limited purposes specified therein, Delek US Holdings, Inc., and for the limited purposes specified therein, J.

Aron & Company LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on March 26, 2018).

10.12 Pipelines and Tankage Agreement (East Texas Crude Logistics System), dated November 7, 2012, by and between Delek Refining, Ltd.

and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.7 to the Partnership's Form 8-K filed on November 7, 2012, SEC File No.

10.13 First Amendment to Pipelines and Tankage Agreement (East Texas Crude Logistics System), dated as of December 14, 2018, by and between Delek Refining, Ltd.

and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.19 to the Partnership's Form 10-K filed on March 1, 2019).

10.14 Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline), dated July 25, 2013, by and between Delek Refining, Ltd.

and Delek Marketing-Big Sandy, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K/A filed on July 31, 2013).

10.15 First Amendment to Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline), dated as of December 14, 2018, by and between Delek Refining, Ltd.

and Delek Marketing-Big Sandy, LLC (incorporated by reference to Exhibit 10.21 to the Partnership's Form 10-K filed on March 1, 2019).

10.16 Pipelines and Storage Facilities Agreement, dated November 7, 2012, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J.

Aron & Company (incorporated by reference to Exhibit 10.9 to the Partnership's Form 8-K filed on November 7, 2012, SEC File No.

10.17 First Amendment to Pipelines and Storage Facilities Agreement, dated as of December 14, 2018, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J.

Aron & Company (incorporated by reference to Exhibit 10.23 to the Partnership's Form 10-K filed on March 1, 2019).

10.8 Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.

8 to the Partnership's Form 10-Q filed on August 7, 2024).

10.9 Second Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing-Big Sandy, LLC (incorporated by reference to Exhibit 10.6 to the Partnership's Form 10-Q filed on August 7, 2024).

10.10 Amended and Restated Pipelines and Storage Facilities Agreement dated August 5, 2024, among DK Trading & Supply, LLC, Delek Logistics Partners, LP, SALA Gathering Systems LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC, and, for limited purposes, Citigroup Energy, Inc.

(incorporated by reference to Exhibit 10.7 to the Partnership's Form 10-Q filed on August 7, 2024).

10.11 Amended and Restated Site Services Agreement (Tyler Terminal and Tankage), dated March 31, 2015, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd.

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Aron & Company LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 8-K filed on March 26, 2018).

10.21 Third Amended and Restated Omnibus Agreement, dated as of March 31, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on April 6, 2015).

10.22 First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 10-Q filed on August 6, 2015).

10.23 Third Amendment and Restatement to Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 15, 2020 (incorporated by reference to Exhibit 10.2 of the Partnership's Form 8-K filed on May 18, 2020).

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

10.15 ++ First Amended and Restated Limited Liability Company Agreement of Rangeland RIO Pipeline, LLC, dated March 20, 2015, by and between Rangeland Energy II, LLC and DKL RIO, LLC (incorporated by reference to Exhibit 10.6 to the Partnership’s Form 10-Q filed on May 8, 2015).

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10.17 Transportation Services Agreement dated May 15, 2020 and effective May 1, 2020, between Delek Refining, Ltd., Lion Oil Company and DKL Transportation, LLC (incorporated by reference to Exhibit 10.1 of the Partnership's Form 8-K filed on May 18, 2020).

10.27 Third Amended and Restated Credit Agreement, dated as of September 28, 2018, among Delek Logistics Partners, LP and each other borrower referenced therein, as borrowers;

Fifth Third Bank, as administrative agent;

a syndicate of lenders;

Bank of America, N.A., BBVA Compass, MUFG Bank, Ltd.

And Royal Bank of Canada as co-syndication agents;

and Barclays Bank PLC, Citizens Bank, N.A., PNC Bank, National Association, U.S.

Bank National Association, Bank Hapoalim B.M., Regions Bank and SunTrust Bank as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on October 4, 2018).

10.28 First Amendment to Third Amended and Restated Credit Agreement, dated August 12, 2020, by and among Delek Logistics Partners, LP and each other borrower referenced therein, as borrowers, Fifth Third Bank, N.A., as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Partnership's Form 8-K filed on August 14, 2020).

10.29 Second Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 31, 2020 (incorporated by reference to the Exhibit 10.2 of the Partnership's Form 8-K filed on April 6, 2020).

10.30 Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 26, 2022, by and among the Partnership and each other borrower referenced therein, as borrowers, Fifth Third Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 10-Q filed on August 5, 2022).

10.31 Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of May 26, 2022, by and among the Partnership and each other borrower referenced therein, as borrowers, Fifth Third Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.3 of the Partnership’s Form 10-Q filed on August 5, 2022).

10.18 Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated October 13, 2022, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent;

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10.24 Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.6 of the Partnership’s Form 10 Q filed on November 8, 2022).

Exhibits and Financial Statement Schedules

10.25 * General Terms and Conditions for Phantom Unit Awards under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Partnership's Form 10-Q filed on August 5, 2016).

10.26 * Form of Phantom Unit Agreement for Directors under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 10-Q filed on August 6, 2015).

10.41 * Form of Director Phantom Unit Award (incorporated by reference to Exhibit 10.6 to the Partnership's Amendment No.

3 to Registration Statement on Form S-1 (File No.

333-182631), filed on October 16, 2012).

10.42 * Form of Employee Phantom Unit Award (incorporated by reference to Exhibit 10.7 to the Partnership's Amendment No.

3 to Registration Statement on Form S-1 (File No.

333-182631), filed on October 16, 2012).

10.27 # Form of Director Phantom Unit Award.

10.28 # Form of Employee Phantom Unit Award.

10.29 # Form of Employee Phantom Unit Award (alternative).

10.30 # Form of Performance Based Phantom Unit Award.

10.31 # Form of DKL Performance Based Phantom Unit Award (alternative).

10.32 * Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Registration Statement on Form S-8 (Registration No.

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10.33 Form of Indemnification Agreement for Directors and Officers of Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.36 to the Partnership's Form 10-K filed on February 25, 2022).

10.45 # Delek Logistics GP, LLC 2012 Long-Term Incentive Plan Terms and Conditions.

10.34 Delek Logistics GP, LLC 2012 Long-Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.45 to the Partnership's Form 10-K filed on February 28, 2024).

10.35 First Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated November 6, 2023, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent;

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Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 10-Q filed on November 8, 2023).

10.38 Fourth Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated March 29, 2024, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent;

a syndicate of lenders;

Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A.

and Royal Bank of Canada, as co-syndication agents;

and Barclays Bank PLC, U.S.

Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 1.01 to the Partnership’s Form 8-K filed on April 2, 2024).

10.39 # Fifth Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated November 5, 2024, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent;

a syndicate of lenders;

Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A.

and Royal Bank of Canada, as co-syndication agents;

and Barclays Bank PLC, U.S.

Bank National Association, Regions Bank and Truist Bank as co-documentation agents.

10.40 # Sixth Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated February 3, 2025, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent;

a syndicate of lenders;

Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A.

and Royal Bank of Canada, as co-syndication agents;

and Barclays Bank PLC, U.S.

Bank National Association, Regions Bank and Truist Bank as co-documentation agents.

10.41 Promissory Note dated November 6, 2023 by and among the Partnership and Delek US Holdings, Inc.

(incorporated by reference to Exhibit 10.4 to the Partnership’s Form 10-Q filed on November 8, 2023).

10.42 Amended and Restated Tankage Agreement (Tyler Crude Storage Tank 701) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.5 to the Partnership's Form 10-Q filed on August 7, 2024).

10.43 Registration Rights Agreement, dated September 11, 2024, by and between H2O Midstream Holdings, LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 10.1 to Partnership ’s Current Report on Form 8-K filed on September 13, 2024).

10.44 Registration Rights Agreement, dated January 2, 2025, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Current Report on Form 8-K filed on January 5, 2025).

10.45 # Common Unit Purchase Agreement, dated February 19, 2025, by and between Delek Logistics Partners, LP and Delek US Holdings, Inc.

19.1 # Delek Logistics Partners, LP Insider Trading Policy.

21.1 # Subsidiaries of Registrant.

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31.1 # Certification of Delek Logistics GP, LLC's Principal Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended.

Exhibits and Financial Statement Schedules

31.2 # Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended.

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

97 # Delek Logistics Partners, LP Clawback Policy.

97 Delek Logistics Partners, LP Clawback Policy (incorporated by reference to Exhibit 97 to the Partnership 's Form 10-K filed on February 28, 2024 ) .

99.1 # Report of Independent Public Accounting Firm - Red River Pipeline Company LLC.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Delek Logistics Partners, LP (the Partnership) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, partners' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Delek Logistics Partners, LP (the Partnership) as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, partners' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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In the consolidated financial statements, the Partnership’s investment in Red River Pipeline Company LLC is stated at $136.5 million and $141.1 million as of December 31, 2024 and 2023, respectively, and the Partnership’s equity in the net income of Red River Pipeline Company LLC is stated at $20.4 million in 2024, $18.7 million in 2023 and $20.5 million in 2022.

Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Red River Pipeline Company LLC, is based solely on the report of other auditors.

Those financial statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Red River Pipeline Company LLC, is based solely on the report of other auditors.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2025 expressed an unqualified opinion thereon.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of goodwill for impairment

Description of the Matter At December 31, 2023, the Partnership’s goodwill was $12.2 million.

As discussed in Notes 2 and 8 of the consolidated financial statements, goodwill is reviewed at the reporting unit level for impairment at least annually or more frequently if events or changes in circumstances indicate the goodwill might be impaired.

The Partnership performs its annual goodwill impairment assessment in the fourth quarter of each year.

The Partnership evaluates the recoverability of goodwill by comparing the carrying amount of each reporting unit to its estimated fair value.

For the Delaware Gathering reporting unit, management performed a quantitative assessment which estimated fair value using primarily a discounted cash flow analysis based upon projected financial information.

Auditing management’s annual goodwill impairment analysis for the Delaware Gathering reporting unit required significant judgment, as the valuation includes subjective estimates and assumptions in determining the estimated fair value.

In particular, the discounted cash flow analysis is sensitive to significant assumptions such as the weighted average cost of capital and the estimate of future cash flows, including the related EBITDA projections.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls relating to the valuation of the Delaware Gathering reporting unit in the goodwill impairment analysis process.

For example, we tested controls over management’s review of the significant inputs and assumptions, discussed above, used in determining the reporting unit fair value.

To test the estimated fair value of the Company’s Delaware Gathering reporting unit, our audit procedures included, among others, assessing valuation methodologies, performing recalculations, and testing the significant assumptions discussed above.

We compared the significant assumptions in the prospective financial data used by management to current industry trends, historical performance, prior forecasted amounts and other relevant factors.

We performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the reporting unit resulting from changes in the significant assumptions.

We also involved our valuation specialists to assist in evaluating the fair value methodologies used and testing certain assumptions used, including the determination of the weighted average cost of capital.

Acquisition of H2O Midstream

Description of the Matter During 2024, the Partnership completed its acquisition of H2O Midstream for net consideration of approximately $229.7 million as disclosed in Note 3.

The transaction was accounted for as a business combination.

The Partnership allocated the purchase price, to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationships intangible asset of $24.2 million.

Auditing the Partnership's accounting for its acquisition of H2O Midstream was complex due to the estimation required by management to determine the fair value of the customer relationships using the income approach.

The estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships to underlying significant assumptions in future volume projections from existing H2O Midstream customers and the discount rate.

These assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement related to the Company's accounting for business combinations, including controls over the significant assumptions identified above.

Our audit procedures included, among others, assessing the appropriateness of the valuation methodologies used, evaluating the significant assumptions, and evaluating the completeness and accuracy of underlying data supporting the significant assumptions used in the valuation of the customer relationships.

For example, we compared the significant assumptions to current industry, market and economic data.

We performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of customer relationships that would result from the changes in the assumptions.

In addition, we involved our valuation specialists to assist with our evaluation of the methodologies used by the Partnership and significant assumptions used in the valuation of the customer relationships intangible assets acquired.

/s/ Ernst & Young LLP

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In our opinion, Delek Logistics Partners, LP (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Delek Logistics Partners, LP as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, partners’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes, and our report dated February 28, 2024 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of H2O Midstream, which is included in the 2024 consolidated financial statements of the Company and constituted 12.0% of total assets as of December 31, 2024, and 2.1% of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of H2O Midstream.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, partners’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 26, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Delek Logistics Partners, LP

Consolidated Balance Sheets

(in thousands, except unit and per unit data)

Consolidated Balance Sheets thousands, except unit and per unit data)

December 31, 2024 December 31, 2023

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Accounts receivable from related parties 33,313 28,443

Lease receivable - affiliate 22,783 —

Inventory 5,427 2,264

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Equity method investments 317,152 241,337

Customer relationship intangible, net 181,336 199,440

Customer relationship intangibles, net 186,911 181,336

Marketing contract intangible, net — 102,155

Rights-of-way, net 59,536 55,990

Other intangibles, net 94,547 59,536

Goodwill 12,203 12,203

Operating lease right-of-use assets 16,654 19,043

Net lease investment - affiliate 193,126 —

Other non-current assets 10,753 14,216

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Accounts payable $ 41,380 $ 26,290

Accounts payable to related parties — 6,055

Current portion of long-term debt — 30,000

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( 405,429 ) ( 322,271 )

Total deficit ( 161,869 ) ( 110,700 )

Total liabilities and deficit $ 1,642,246 $ 1,679,299

Total equity (deficit) 35,528 ( 161,869 )

Total liabilities and equity (deficit) $ 2,041,559 $ 1,642,246

See accompanying notes to the consolidated financial statements

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Impairment of goodwill — 14,848 —

Gain on disposal of assets ( 1,266 ) ( 114 ) ( 59 )

Other operating income, net ( 978 ) ( 1,266 ) ( 114 )

Total operating costs and expenses 737,810 781,460 826,725

Operating income 202,826 238,949 209,682

Interest expense, net 143,244 82,304 50,221

Interest income ( 47,792 ) — —

Interest expense 150,960 143,244 82,304

Income from equity method investments ( 43,301 ) ( 31,433 ) ( 31,683 )

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Income tax expense 479 1,205 382

Net income attributable to partners $ 126,236 $ 159,052 $ 164,822

Comprehensive income attributable to partners $ 126,236 $ 159,052 $ 164,822

Net income 142,685 126,236 159,052

Comprehensive income 142,685 126,236 159,052

Preferred unitholder's interest in net income 768 — $ —

Net income attributable to limited partners $ 141,917 $ 126,236 $ 159,052

Net income per limited partner unit:

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Diluted 47,479,248 43,611,314 43,511,650

Cash distributions per common limited partner unit $ 4.160 $ 3.975 $ 3.785

(1) See Note 4 for a description of our material affiliate revenue and purchases transactions.

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(in thousands)

Common - Public Common - Delek Holdings Total

Common - Public Common - Delek Holdings Total Preferred

Balance at December 31, 2021

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Cash distributions (1)

Net income attributable to partners 33,086 131,736 164,822

( 35,868 ) ( 135,219 ) ( 171,087 ) —

Net income 33,617 125,435 159,052 —

Delek Holdings unit sale to public 5,110 ( 5,110 ) — —

Issuance of units pursuant to the Equity Distribution Agreement 3,096 — 3,096 —

Other 97 2,134 2,231 —

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Cash distributions (1)

Net income attributable to partners 33,617 125,435 159,052

Delek Holdings unit sale to public 5,110 ( 5,110 ) —

Issuance of units pursuant to the Equity Distribution Agreement 3,096 — 3,096

( 38,491 ) ( 141,534 ) ( 180,025 ) —

Net income 26,857 99,379 126,236 —

Other ( 83 ) 2,703 2,620 —

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Cash distributions (1)

Net income attributable to partners 26,857 99,379 126,236

( 57,078 ) ( 147,615 ) ( 204,693 ) —

Net income 39,544 102,373 141,917 768

Issuance of units 297,855 — 297,855 70,000

Redemption of units — ( 97,949 ) ( 97,949 ) ( 70,768 )

Contributions — 56,910 56,910 —

Other 234 3,123 3,357 —

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$ 440,957 $ ( 405,429 ) $ 35,528 $ —

(1) Cash distributions include $ 0.3 million, $ 0.3 million and $ 0.2 million related to distribution equivalents on vested phantom units for the years ended December 31, 2024, 2023 and 2022, respectively.

See accompanying notes to the consolidated financial statements

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Dividends from equity method investments 42,922 28,729 22,954

Loss on extinguishment of debt 3,571 —

Other non-cash adjustments ( 1,654 ) 2,697 2,718

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Accounts receivable/payable to related parties ( 62,473 ) ( 34,498 ) ( 58,368 )

Net investment in leases - affiliate 11,927 — —

Non-current assets and liabilities, net 812 4,314 ( 2,781 )

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Cash flows from investing activities:

Asset acquisitions from Delek Holdings ( 83,903 ) — —

Purchases of property, plant and equipment ( 129,040 ) ( 96,101 ) ( 141,098 )

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Purchases of intangible assets ( 2,753 ) ( 4,247 ) ( 5,597 )

Business Combination, net of cash acquired — ( 625,622 ) —

Business combinations ( 182,535 ) — ( 625,622 )

Distributions from equity method investments 4,277 9,002 1,737

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Cash flows from financing activities:

Proceeds from issuance of common units, net of underwriters' discount — 3,096 —

Distributions to common unitholders - public ( 57,078 ) ( 38,491 ) ( 35,868 )

Distributions to common unitholders - Delek Holdings ( 147,615 ) ( 141,534 ) ( 135,219 )

Proceeds from term facility — 298,511 —

Proceeds from term debt 1,059,000 — 298,511

Payments on term debt ( 531,250 ) ( 18,750 ) —

Proceeds from revolving facility 1,328,100 431,800 1,752,300

Payments on revolving facility ( 1,673,200 ) ( 371,800 ) ( 1,289,800 )

Payments on term loan debt ( 18,750 ) — —

Proceeds from issuance of senior notes — — 400,000

Redemption of preferred units ( 70,768 ) — —

Proceeds from issuance of common units, net of underwriters' discount 297,855 — 3,096

Proceeds from other financing agreements — 6,214 —

Payments on other financing agreements ( 6,214 ) — —

Deferred financing costs paid ( 18,122 ) ( 4,468 ) ( 8,206 )

Payments on financing lease liabilities ( 2,876 ) ( 2,867 ) ( 2,219 )

Net cash (used in) provided by financing activities ( 139,905 ) 581,947 ( 258,753 )

Net (decrease) increase in cash and cash equivalents ( 4,215 ) 3,678 49

Other financing activities ( 839 ) ( 2,876 ) ( 2,867 )

Net cash provided by (used in) financing activities 179,869 ( 139,905 ) 581,947

Net increase (decrease) in cash and cash equivalents 1,629 ( 4,215 ) 3,678

Cash and cash equivalents at the beginning of the period 3,755 7,970 4,292

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Non-cash investing activities:

(Decrease) increase in accrued capital expenditures and other $ ( 14,765 ) $ ( 10,428 ) $ 3,850

Equity attributable to W2W Holdings Acquisition $ ( 62,783 ) $ — $ —

Forgiveness of related party receivable in connection with W2W Holdings Acquisition $ 60,000 $ — $ —

Redemption of units in connection with the assignment of Big Spring Refinery Marketing Agreement $ ( 97,949 ) $ — $ —

Preferred units issued in connection with H2O Acquisition $ 70,000 $ — $ —

Increase (decrease) in accrued capital expenditures $ 10,946 $ ( 14,765 ) $ ( 10,428 )

Non-cash financing activities:

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See accompanying notes to the consolidated financial statements

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Delek Logistics Partners, LP

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Description of Business

The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region.

A majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").

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and (iv) investments in pipeline joint ventures.

• The assets and investments reported in the gathering and processing segment provide crude oil gathering and crude oil, intermediate and refined products transportation services to Delek Holdings' refining operations and independent third parties.

Operations that are not specifically included in the reportable segments are included in Corporate and other segment.

• The assets and investments reported in the gathering and processing segment provide crude oil gathering and crude oil, natural gas, intermediate and refined products logistics services as well as support our water disposal and recycling operations in service to Delek Holdings' refining operations and independent third parties .

• The wholesale marketing and terminalling segment provides marketing services for the refined products output of the Delek Holdings' refineries, engages in wholesale activity at our terminals and terminals owned by third parties, whereby we purchase light product for sale and exchange to third parties, and provides terminalling services at our refined products terminals to independent third parties and Delek Holdings.

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Delek Holdings accounted for more than 10 % of our consolidated accounts receivable balance as of December 31, 2024 and 2023.

One third-party customer accounted for more than 10 % of our consolidated account receivable balance as of December 31, 2022.

Inventory consists of refined products, which are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out ("FIFO") basis.

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Pipelines, tanks and terminals 10 - 40

Asset retirement obligation assets 15 - 50

Other equipment 3 - 15

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The finite-lived intangible assets are amortized on straight-line basis over the estimated useful lives of 5 to 35 years.

The amortization expense, with the exception of the marketing contract intangible, is included in depreciation and amortization in the accompanying consolidated statements of income.

The marketing contract intangible is amortized on a straight-line basis over a 20 -year period as a component of net revenues from affiliates.

The amortization expense, with the exception of the marketing contract intangible, is included in depreciation and amortization in the accompanying consolidated statements of income and comprehensive income.

The marketing contract intangible was amortized on a straight-line basis over a 20 -year period as a component of net revenues from affiliates.

Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment in connection with our evaluation of long-lived assets as events and circumstances indicate that the asset might be impaired.

Refer to Note 9 Other Intangible Assets for further information.

Property, Plant and Equipment and Intangibles Impairment

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Alternatively, if a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it has completed its goodwill impairment test and does not need to perform the quantitative impairment test.

Our annual assessment of goodwill resulted in an impairment of $ 14.8 million during the year ended December 31, 2023.

There was no impairment during the years ended December 31, 2024 and 2022.

During the year ended December 31, 2023, our annual assessment of goodwill resulted in an impairment of $ 14.8 million.

Details of remaining goodwill balances by segment are included in Note 8.

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We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date in accordance with the provisions of ASC 805.

Any excess or surplus of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase.

Any excess or deficiency of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase.

The fair value of assets and liabilities as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and apply an appropriate discount rate;

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Notes to Consolidated Financial Statements

Variable Interest Entities

Our consolidated financial statements include the financial statements of our subsidiaries and variable interest entities ("VIE"), of which we are the primary beneficiary.

We evaluate all legal entities in which we hold an ownership or other pecuniary interest to determine if the entity is a VIE.

Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets.

If we are not the primary beneficiary, the general partner or another limited partner may consolidate the VIE, and we record the investment as an equity method investment.

Fair Value of Financial Instruments

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Beginning balance $ 10,038 $ 9,333

Liabilities acquired — 2,261

Acquisition 4,852 —

Liabilities settled ( 171 ) —

Accretion expense 920 705

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We exclude from revenue all taxes assessed by a governmental authority, including sales, use and excise taxes, that are both imposed on and concurrent with a specific revenue-producing transaction and collected on behalf of a customer.

Certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings were considered operating leases under ASC 840, Leases ("ASC 840").

As part of the adoption of ASC 842, we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services.

Notes to Consolidated Financial Statements

Certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings are considered leases under ASC 842.

As part of the adoption of ASC 842, as lessee, we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services.

We have determined that the predominant component of the related agreements currently in effect is the lease component.

Therefore, the combined component is accounted for under the applicable lease accounting guidance.

Refer to Note 5 for further information.

Notes to Consolidated Financial Statements

Refer to Note 5 and Note 16 for further information.

Up-Front payments to Customers.

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Cost of Materials and Other and Operating Expenses

Cost of materials and other includes (i) all costs of purchased refined products, additives and related transportation of such products, (ii) costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance, (iii) the cost of pipeline capacity leased from a third-party, and (iv) gains and losses related to our commodity hedging activities.

Cost of materials and other includes (i) all costs of purchased refined products, additives and related transportation of such products, (ii) costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance, and (iii) the cost of pipeline capacity leased from a third-party.

Operating expenses include the costs associated with the operation of owned terminals and pipelines and terminalling expense at third-party locations, excluding depreciation and amortization.

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Operating expenses related to the wholesale business are excluded from cost of sales because they primarily relate to costs associated with selling the products through our wholesale business.

Depreciation and amortization is separately presented in our consolidated statement of income and disclosed by reportable segment in Note 13.

Depreciation and amortization is separately presented in our consolidated statements of income and disclosed by reportable segment in Note 14.

Deferred Financing Costs

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These amounts are amortized ratably over the remaining term of the respective financing and are included in interest expense in the accompanying consolidated statements of income and comprehensive income.

In accordance with ASC 842-20, Leases - Lessee ("ASC 842-20"), we evaluate if a contract is or contains a lease at the inception of the contract.

We classify leases with contractual terms longer than twelve months as either operating or finance.

In accordance with ASC 842-20, Leases - Lessee ("ASC 842-20"), we classify leases with contractual terms longer than twelve months as either operating or finance.

Finance leases are generally those leases that are highly specialized or allow us to substantially utilize or pay for the entire asset over its useful life.

All other leases are classified as operating leases.

We have noncancellable operating leases primarily associated with certain pipeline and transportation equipment.

Our leases do not have any outstanding renewal options.

We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment.

Certain leases also include options to purchase the leased equipment.

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A corresponding right-of-use asset is recognized based on the lease liability and adjusted for certain costs and prepayments.

The right-of-use asset is amortized over the noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised.

For substantially all classes of underlying assets, we have elected the practical expedient not to separate lease and non-lease components, which allows us to combine the components if certain criteria are met.

As a lessor under ASC 842, we may be required to re-classify existing operating leases to sales-type leases upon modification and related reassessment of the leases.

The net investment in sales-type leases with related parties is recorded within lease receivable - affiliate and net lease investment - affiliate on the consolidated balance sheets.

These amounts are comprised of the present value of the sum of the future minimum lease payments representing the value of the lease receivable and the unguaranteed residual value of the leased assets.

We regularly monitor the condition and usage of leased assets during the lease term.

This includes periodic inspections and assessments of the asset’s remaining useful life, physical condition, and market demand.

By closely tracking these factors, we are better able to anticipate the potential

Notes to Consolidated Financial Statements

impact on residual value and take proactive measures if necessary.

Management assesses the net investment in sales-type leases for recoverability quarterly.

See Note 16 for further information.

We are not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships.

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The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of our assets and financial reporting basis of assets and liabilities, the acquisition price of such partner's units and the taxable income allocation requirements under the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement").

Notes to Consolidated Financial Statements

We are subject to income taxes in certain states that do not follow the federal tax treatment of partnerships.

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New Accounting Pronouncements Adopted During 2024

ASU 2023-03 , Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718)

In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-03, Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718) (“ASU 2023-03”).

This ASU amends or supersedes various SEC paragraphs within the FASB Accounting Standards Codification to conform to past SEC announcements and guidance issued by the SEC.

ASU 2023-03 does not provide any new guidance, so there is no transition or effective date.

We adopted ASU 2023-03 in July 2023.

There was no material impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

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

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

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

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

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

Notes to Consolidated Financial Statements

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

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification.

The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature.

ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Partnership adopted the provisions of ASU 2024-02 in 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

ASU 2023-07, Segment Reporting (Topic 280):

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

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

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

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements.

The adoption of ASU 2023-07 should not have a material impact on our consolidated financial statements.

The Partnership adopted the provisions of ASU 2023-07 in the fourth quarter of 2024 and resulted in additional segment reporting disclosure requirements but did not have a significant impact on our consolidated financial statements.

See Note 14 for further information.

Delaware Gathering (formerly 3 Bear)

On April 8, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Partnership ("Delaware Gathering"), entered into a Membership Interest Purchase Agreement (the “3 Bear Purchase Agreement”) with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100 % of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (“3 Bear”) (subsequently renamed to DKL Delaware Holding - NM, LLC), related to the Seller’s crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “Delaware Gathering Acquisition”).

We completed the Delaware Gathering Acquisition on June 1, 2022.

The purchase price for the Delaware Gathering Acquisition was $ 628.3 million.

The Delaware Gathering Acquisition was financed through a combination of cash on hand and borrowings under the DKL Credit Facility.

The Delaware Gathering Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values.

The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.

Notes to Consolidated Financial Statements

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

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

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Partnership adopted the provisions of ASU 2023-06 in 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

Accounting Pronouncements Not Yet Adopted

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

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

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

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

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

The adoption will not affect our financial position or our results of operations.

The Partnership is currently evaluating the new disclosure requirements.

Gravity Acquisition

On December 11, 2024, we entered into an agreement (the "Gravity Purchase Agreement") to acquire 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for a preliminary purchase price of $ 301.2 million, subject to customary adjustments for net working capital.

The purchase price was comprised of $ 209.3 million in cash and 2,175,209 of common units.

Upon execution of the Gravity Purchase Agreement, we made a cash deposit of $ 22.8 million, recorded in other current assets in the consolidated balance sheets, which was credited to the sale upon closing.

The Gravity Acquisition closed on January 2, 2025.

H2O Midstream Acquisition

On September 11, 2024, we completed the acquisition of in which we acquired 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream Acquisition") from H2O Midstream Holdings, LLC.

The H2O Midstream Acquisition included water disposal and recycling operations in the Midland Basin in Texas, for total consideration of $ 229.7 million, subject to customary adjustments for net working capital.

The purchase price was comprised of $ 159.7 million in cash and $ 70.0 million of Preferred Units (as defined in Note 12).

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

For the year ended December 31, 2024, we incurred $ 7.4 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

Such costs are included in general and administrative expenses in the accompanying consolidated statements of income and comprehensive income.

Our consolidated financial and operating results reflect the H2O Midstream Acquisition operations beginning September 11, 2024.

Our results of operations included revenue and net income of $ 19.5 million and $ 8.3 million, respectively, for the period from September 11, 2024 through December 31, 2024 related to these operations.

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values.

Notes to Consolidated Financial Statements

Determination of Purchase Price

The table below presents the purchase price (in thousands):

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

Base purchase price:

closing net working capital (as defined in the 3 Bear Purchase Agreement)

closing indebtedness (as defined in the 3 Bear Purchase Agreement)

Cash paid for the adjusted purchase price 547,682

Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) 80,618

Purchase price $ 628,300

Notes to Consolidated Financial Statements

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

various closing adjustments

Adjusted purchase price $ 229,735

Cash paid $ 159,735

Fair value of Preferred Units issued 70,000

Preliminary purchase price $ 229,735

Purchase Price Allocation

The following table summarizes the final fair values of assets acquired and liabilities assumed in the Delaware Gathering Acquisition as of June 1, 2022 (in thousands):

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in thousands):

Assets acquired:

Cash and cash equivalents $ 2,678

Accounts receivables, net 28,859

Accounts receivables $ 6,644

Inventories 2,448

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Operating lease right-of-use assets 2,058

Goodwill 14,848

Customer relationship intangible, net 210,000

Rights-of-way 13,490

Customer relationship intangible (1)

Other intangibles (1)

Other non-current assets 21

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Fair value of net assets acquired $ 229,735

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

• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 24.2 million, which will be amortized over an 13.4 years useful life.

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

• Favorable supply contract intangible that is subject to amortization with a preliminary fair value of $ 4.8 million which will be amortized over a 4.8 years useful life.

These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all necessary information has become available and we finalize our valuations.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of December 31, 2024.

We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

Notes to Consolidated Financial Statements

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

Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence.

We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.

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

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

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

Unaudited Pro Forma Financial Information

The following table summarizes the unaudited pro forma financial information of the Partnership assuming the H2O Midstream Acquisition had occurred on January 1, 2023.

The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this acquisition based on available information and certain assumptions that management believes are factually supportable.

The most significant pro forma adjustments relate to (i) incremental interest expense associated with revolving credit facility borrowings incurred in connection with this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs.

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

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company.

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

Year Ended December 31,

(in thousands)

Net sales $ 985,232 $ 1,107,103

Net income attributable to partners $ 156,238 $ 142,376

Wink to Webster Pipeline Investment Acquisition

On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds 50 % equity interests in Wink to Webster Holdings, LLC ("W2W Holdings"), from a wholly owned subsidiary of Delek Holdings.

W2W Holdings includes our 15.6 % indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness.

Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations.

Total consideration was comprised of $ 83.9 million in cash (including $ 2.7 million post-closing adjustment), forgiveness of a $ 60.0 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.

This acquisition was considered a transaction between entities under common control.

Accordingly, the equity interests acquired were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date.

The carrying value of the equity interests as of the acquisition date was $ 81.1 million.

Pursuant to common control guidance, we recorded a reduction to equity of $ 62.8 million, included in contributions in the accompanying consolidated statements of partners' equity (deficit), representing the net carrying amount of the equity interest acquired less the consideration paid.

No value was assigned to the 2,300,000 common units issued.

Prior periods have not been recast as these assets do not constitute a business in accordance with ASC 805.

Delaware Gathering Acquisition

On April 8, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Partnership, entered into a Membership Interest Purchase Agreement with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100 % of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC, related to crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “Delaware Gathering Acquisition”).

We completed the Delaware Gathering Acquisition on June 1, 2022.

The purchase price for the Delaware Gathering Acquisition was $ 628.3 million, which was financed through a combination of cash on hand and borrowings under the DKL Credit Facility.

The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.

Notes to Consolidated Financial Statements

Related Party Transactions

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Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.

Notes to Consolidated Financial Statements

Material commercial agreements with Delek Holdings:

Asset/Operation Contract End Date (1)

Pipelines and Storage Facilities Agreement (El Dorado Assets and El Dorado Gathering System):

Crude Oil Pipelines (non-gathered) March 31, 2024 Crude oil and refined products transportation

Refined Products Pipelines

El Dorado Gathering System Crude oil gathering

Pipeline and Tankage Agreement (East Texas Crude Logistics System):

Crude Oil Pipelines March 31, 2024 Crude oil transportation and storage

Marketing Agreement (East Texas Marketing):

East Texas Marketing October 1, 2026 Marketing products for Tyler Refinery

Throughput and Tankage Agreement (Tyler Throughput and Tankage):

Refined Products Throughput March 31, 2024 Dedicated Terminalling and storage

Throughput and Tankage Agreement (El Dorado Throughput and Tankage):

Refined Products Throughput March 31, 2024 Dedicated terminalling and storage

Throughput and Tankage Agreement - El Dorado Rail Offloading Facility (El Dorado Assets Throughput):

Light Crude and Heavy Crude Throughput March 31, 2024 Dedicated Offloading Services

Pipelines, Storage and Throughput Facilities Agreement (Big Spring Logistics Assets):

Crude Oil and Refined Products Throughput February 28, 2028 Pipeline throughput

Rail Offloading Offloading services

Terminalling Dedicated Terminalling

Storage Storage

Asphalt Services Agreement (Big Spring Logistics Assets):

Terminalling February 28, 2028 Dedicated Asphalt Terminalling and Storage

Marketing Agreement (Big Spring Logistics Assets):

Marketing Services February 28, 2028 Dedicated Marketing and Selling

Throughput and Deficiency Agreement (Midland Gathering Assets)

Gathering System March 31, 2030 Gathering and Transportation Services

Re-delivery System

Pipelines, Throughput and Offloading Facilities Agreement (Big Spring Logistics Assets)

Fintex / Magellen Pipeline April 1, 2030 Refined Products

Crude Oil Offloading January 1, 2030 Crude Oil Offloading

Storage April 1, 2030 Storage

LPG Rack January 1, 2030 Truck Unloading Facility

Transportation Services Agreement

Trucking Services December 31, 2030 Transportation Services

(1) Expired contracts and contracts that will expire in the next 12 months will continue to operate on a month-to-month basis until new contracts are negotiated.

On August 5, 2024, the Partnership amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings.

These amendments required the embedded leases within these agreements to be reassessed under ASC 842.

As a result, certain leases were reclassified from operating leases to sales-type leases (see Note 16 for further information on sales-type leases).

These agreements have an initial term of five to seven years , with the ability to extend for an additional five years at Delek Holdings' option and were effective as of July 1, 2024.

The initial expiration dates for these agreements range from 2028 to 2036.

Certain of these contracts have rate adjustments to be phased in over 2025 and 2026.

In addition, on August 5, 2024, the Partnership entered into an assignment agreement with Delek Holdings to assign its rights and obligations under the Big Spring Refinery Marketing Agreement to Delek Holdings.

As consideration for this agreement, the Partnership redeemed 2,500,000 common units representing limited partnership interest in us held by Delek Holdings.

Associated with such marketing agreement was a contract intangible with a carrying value of $ 97.9 million at the closing date of the assignment.

This intangible was transferred to Delek Holdings in conjunction with the assignment.

Other Agreements with Delek Holdings

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The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $ 4.4 million to Delek Holdings for its provision of centralized corporate services to the Partnership.

Notes to Consolidated Financial Statements

Pursuant to the terms of the Omnibus Agreement, we were reimbursed by Delek Holdings for certain capital expenditures.

These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset.

We were reimbursed a nominal amount during the years ended December 31, 2023 and 2021.

There were no reimbursements by Delek Holdings during the year ended December 31, 2022.

There were no reimbursements by Delek Holdings during the years ended December 31, 2024 and 2022.

We were reimbursed a nominal amount during the year ended December 31, 2023.

Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement.

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There were no reimbursements for these matters during the years ended December 31, 2024, 2023 and 2022.

We were reimbursed a nominal amount for these matters during the year ended December 31, 2021.

Other Agreements

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These amounts are included in operating expenses in the accompanying consolidated statements of income and comprehensive income.

Notes to Consolidated Financial Statements

Other Transactions

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Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.

We executed a series of agreements, effective January 1, 2022, with DK Trading & Supply, LLC (“DKT&S”) and Alon Refining Krotz Springs, Inc.

whereby the Partnership will operate and maintain a facility, located within the Krotz Springs, Louisiana refinery, to process slurry for DKT&S.

Using a process that incorporates horizontal and vertical centrifuges, we remove metals, ash, and other solids from the slurry.

The clarified product can then be sold to DKT&S or one of its affiliates.

As consideration for the processing services, we will receive a fixed rate per barrel processing fee in addition to a margin-based payment.

The Partnership and DKT&S have agreed to a minimum delivery commitment volume to be processed in the facility.

The initial term of the agreement is for a period of three years , and thereafter, will continue a year-to-year basis unless canceled by either party.

Delek Holdings Unit Sale to Public

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We will not sell any securities under this program and we will not receive any proceeds from the sale of the securities by Delek Holdings.

For the years ended December 31, 2022 and 2021, Delek Holdings sold 385,522 and 49,068 units, respectively, for gross proceeds of $ 16.4 million ($ 13.6 million, net of taxes) and $ 2.1 million ($ 1.7 million, net of taxes).

For the year ended December 31, 2022, Delek Holdings sold 385,522 common limited partner units for gross proceeds of $ 16.4 million ($ 13.6 million, net of taxes).

Summary of Transactions

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In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other.

Notes to Consolidated Financial Statements

A summary of revenue, purchases from affiliates and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):

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Purchases from Affiliates $ 349,321 $ 396,333 $ 496,184

Interest income from sales-type leases $ 47,709 $ — $ —

Operating and maintenance expenses

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$ 12,040 $ 14,908 $ 13,565

Notes to Consolidated Financial Statements

Quarterly Cash Distribution

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Total $ 135,219

Notes to Consolidated Financial Statements

We generate revenue by charging fees for gathering, transporting, offloading and storing crude oil and natural gas;

for storing intermediate products and feed stocks;

for recycling and disposal of wastewater;

for water disposal and recycling services;

for distributing, transporting and storing refined products;

for marketing refined products output of Delek Holdings' Tyler and Big Spring refineries;

for wholesale marketing in the West Texas area.

and for wholesale marketing in the West Texas area.

A significant portion of our revenue is derived from long-term commercial agreements with Delek Holdings, which provide for annual fee adjustments for increases or decreases in the CPI, PPI or the FERC index (refer to Note 4 for a more detailed description of these agreements).

In addition to the services we provide to Delek Holdings, we also generate substantial revenue from crude oil, intermediate and refined products transportation services for, and terminalling and marketing services to, third parties primarily in Texas, New Mexico, Tennessee and Arkansas.

In addition to the services we provide to Delek Holdings, we also generate substantial revenue from crude oil, natural gas, intermediate and refined products transportation services for, and terminalling and marketing services to, and water disposal and recycling services to third parties primarily in Texas, New Mexico, Tennessee and Arkansas.

Certain of these services are provided pursuant to contractual agreements with third parties.

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Total Revenue $ 364,719 $ 451,522 $ 124,395 $ 940,636

Notes to Consolidated Financial Statements

Year Ended December 31, 2023

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Lease Revenue - Affiliate

187,108 47,410 76,578 311,096

Total Revenue $ 371,110 $ 505,701 $ 143,598 $ 1,020,409

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Total Revenue $ 305,427 $ 588,884 $ 142,096 $ 1,036,407

(1) Net of $ 7.2 million of amortization expense for each of the years ended December 31, 2023, 2022 and 2021, related to the marketing contract intangible recorded in the wholesale marketing and terminalling segment.

As of December 31, 2023, we expect to recognize approximately $ 1.1 billion in lease revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings.

(1) Net of $ 4.2 million of amortization expense for the year ended December 31, 2024 and $ 7.2 million of amortization expense for the both years ended December 31, 2023 and 2022, related to the marketing contract intangible recorded in the wholesale marketing and terminalling segment.

As of December 31, 2024, we expect to recognize approximately $ 1.0 billion in service revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings.

Most of these agreements have an initial term ranging from five to ten years , which may be extended for various renewal terms.

We disclose information about remaining performance obligations that have original expected durations of greater than one year.

Notes to Consolidated Financial Statements

Our unfulfilled performance obligations as of December 31, 2024 were as follows (in thousands):

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Net Income per Unit

Basic net income per unit attributable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units.

Diluted net income per unit attributable to common limited partners includes the effects of potentially dilutive units on our common units.

For the years ended December 31, 2023, 2022 and 2021, potentially dilutive units outstanding consist of unvested phantom units.

We use the two-class method when calculating the net income per unit applicable to limited partners, because we have more than one participating class of securities.

Our participating securities consist of common units and preferred units.

The two-class method is based on the weighted-average number of common units outstanding during the period.

Basic net income per unit applicable to common limited partners is computed by dividing limited partners’ interest in net income allocated to participating securities by the weighted-average number of outstanding common units.

Undistributed earnings are allocated to our preferred unitholders and limited partners based on their respective ownership interests.

During a period of net loss or negative undistributed earnings, the two-class method is not applicable.

Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units.

As of December 31, 2024, 2023 and 2022, the only potentially dilutive units outstanding consist of unvested phantom units.

Notes to Consolidated Financial Statements

The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):

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2024 2023 2022

Net income attributable to limited partners $ 126,236 $ 159,052 164,822

Net income $ 142,685 $ 126,236 $ 159,052

Limited partners' distribution declared on common units 204,407 179,774 170,877

Distributions declared on preferred units 768 — —

Undistributed net loss $ ( 62,490 ) $ ( 53,538 ) $ ( 11,825 )

Limited partners' earnings on common units:

Distributions $ 204,407 $ 179,774 $ 170,877

Allocation of undistributed net loss ( 62,490 ) ( 53,538 ) ( 11,825 )

Total limited partners' earnings on common units $ 141,917 $ 126,236 $ 159,052

Weighted average limited partner units outstanding, basic 47,452,138 43,583,938 43,487,910

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Other equipment 27,426 27,604

Construction in process 39,718 81,466

Construction in progress 126,153 39,718

Property, plant and equipment 1,375,391 1,320,510

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Property, plant and equipment, net $ 1,064,321 $ 936,151

Depreciation expense was $ 76.4 million, $ 72.6 million and $ 51.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Notes to Consolidated Financial Statements

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We performed our annual goodwill impairment review in the fourth quarter of 2024, 2023, and 2022.

For the years ended December 31, 2024 and 2022, we performed a qualitative assessment.

The annual impairment review resulted in the determination that no indicators of impairment of goodwill were present.

For the year ended December 31, 2023, we performed a quantitative assessment for our Delaware Gathering reporting unit and a qualitative assessment for our other reporting units.

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The impairment was primarily driven by the significant increases in interest rates and timing of system connections with our producer customers.

For the quantitative assessment, the discounted cash flow fair value estimate is based on known or knowable information at the measurement date.

The significant assumptions that were used to develop the estimates of the fair values under the discounted cash flow method included management’s best estimates of the discount rate of 16 % as well as estimates of future cash flows, which are impacted primarily by future volumes and EBITDA projections.

For the quantitative assessment, we estimated the value of each of the reporting unit using a discounted cash flows ("DCF") analysis.

The significant assumptions that were used to develop the estimates of the fair values under the DCF method included management’s best estimates of the discount rate of 16 % as well as estimates of future cash flows, which are impacted primarily by volume and EBITDA projections.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

As a result, there can be no assurance that the estimates and assumptions made for purposes of the interim goodwill impairment test will prove to be an accurate prediction of the future.

As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be an accurate prediction of the future.

The fair value measurements for the individual reporting units represent Level 3 measurements.

We performed a qualitative assessment for the years ended December 31, 2022, and December 31, 2021.

In 2022 and 2021, the annual impairment review resulted in the determination that no indicators of impairment of goodwill were present.

Accumulated goodwill impairment was $ 14.8 million as of December 31, 2023.

There was no accumulated goodwill impairment at December 31, 2022.

Accumulated goodwill impairment was $ 14.8 million as of December 31, 2024 and 2023.

A summary of our goodwill by segment is as follows (in thousands):

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Total

Balance, December 31, 2021 $ 4,155 $ 7,499 $ 549 $ 12,203

Acquisition 14,848 — — 14,848

Balance, December 31, 2022 19,003 7,499 549 27,051

December 31, 2022 $ 19,003 $ 7,499 $ 549 $ 27,051

Goodwill Impairment ( 14,848 ) — — ( 14,848 )

Balance, December 31, 2023 $ 4,155 $ 7,499 $ 549 $ 12,203

December 31, 2023 4,155 7,499 549 12,203

December 31, 2024 $ 4,155 $ 7,499 $ 549 $ 12,203

Other Intangible Assets

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Customer relationships 11.6 - 13.4 years

$ 234,231 $ ( 47,320 ) $ 186,911 $ 210,000 $ ( 28,664 ) $ 181,336

Marketing contract 20 years — — — 144,219 ( 42,064 ) 102,155

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14,892 ( 1,778 ) 13,114 14,892 ( 1,078 ) 13,814

Favorable contract 4.8 years

4,775 ( 307 ) 4,468 — — —

Intangible assets not subject to amortization:

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Total $ 330,863 $ ( 49,405 ) $ 281,458 $ 414,833 $ ( 71,806 ) $ 343,027

Amortization of the rights-of-way assets and customer relationships intangible asset was $ 18.7 million for the year ended December 31, 2023, and is included in depreciation and amortization on the accompanying consolidated statements of income and comprehensive income.

Amortization of the marketing contract was $ 7.2 million during the years ended December 31, 2023, 2022 and 2021, and is included as a reduction of net revenue on the accompanying consolidated statements of income and comprehensive income.

Amortization expense is estimated to be $ 0.6 million $ 7.2 million and $ 18.1 million for the rights-of-way assets, marketing contract intangible and the customer relationship intangible, respectively, for each of the years ended December 31, 2024 through 2028.

Amortization of the rights-of-way assets and customer relationships intangibles assets was $ 19.6 million, $ 18.7 million and $ 10.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in depreciation and amortization in the accompanying consolidated statements of income and comprehensive income.

Amortization of the marketing contract was $ 4.2 million during the year ended December 31, 2024 and $ 7.2 million during the years ended December 31, 2023 and 2022 and is included as a reduction of net revenue in the accompanying consolidated statements of income and comprehensive income.

This marketing contract intangible was transferred to Delek Holdings in conjunction with assignment agreement entered into on August 5, 2024;

see Note 4 for additional information.

Notes to Consolidated Financial Statements

Amortization expense for the next five years is estimated to be as follows (in thousands):

2025 $ 21,618

2026 $ 21,618

2027 $ 21,618

2028 $ 21,618

2029 $ 21,059

Long-Term Obligations

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2028 Notes 400,000 400,000

2025 Notes — 250,000

Principal amount of long-term debt 1,885,400 1,711,750

Unamortized discount and deferred financing costs 7,961 8,933

Total debt, net of unamortized discount and deferred financing costs 1,703,789 1,661,567

Unamortized discount and premium and deferred financing costs 10,003 7,961

Total debt, net of unamortized discount and premium and deferred financing costs 1,875,397 1,703,789

Current portion of long-term debt and notes payable — 30,000

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DKL Credit Facility

On October 13, 2022, the Partnership entered into a fourth amended and restated DKL Credit Facility (the "2022 DKL Credit Facility") with Fifth Third, as administrative agent and a syndicate of lenders.

The 2022 DKL Credit Facility, among other things, (i) increased total aggregate commitments to $ 1.20 billion, comprised of (A) senior secured revolving commitments of $ 900.0 million in aggregate (eliminating the Canadian dollar tranche), with sublimit of up to $ 115.0 million for letters of credit and $ 25.0 million for swing line loans (the “DKL Revolving Facility”) with an extended maturity date of October 13, 2027, which will accelerate to 180 days prior to the stated maturity date of the 2025 Notes if any of the 2025 Notes remain outstanding on that date, and (B) a new senior secured term loan in the original principal amount of $ 300.0 million (the “DKL Term Facility”), (ii) reset the accordion feature under the DKL Revolving Facility, such that aggregate revolving commitments can be increased to up to $ 1.15 billion upon the agreement of the Partnership and one or more existing or new lenders and (iii) provided for the DKL Term Facility be drawn in full on October 13, 2022, with a maturity date of April 15, 2025 and with a prepayment requirement for the proceeds obtained from certain senior unsecured notes issuances.

As of December 31, 2023, the DKL Revolving Facility was classified as long-term in the accompanying consolidated balance sheets as the Partnership currently has the ability and intent to refinance the 2025 Notes on a long-term basis through available capacity under the DKL Revolving Facility and Related Party Revolving Credit Facility (as defined below).

The DKL Term Facility requires four quarterly amortization payments of $ 3.8 million in 2023 and four quarterly amortization payments of $ 7.5 million in 2024.

On October 13, 2022, the Partnership entered into a senior secured term loan with Fifth Third, as administrative agent and a syndicate of lenders with an original principal of $ 300.0 million (the "DKL Term Loan Facility").

On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (the "DKL Credit Facility"), (together, the “Amendments”) which among other things added a maturity acceleration clause which would accelerate the maturity of the DKL Term Facility to 180 days prior to the stated maturity date of the 2025 Notes if any of the 2025 Notes remained outstanding on that date.

The DKL Term Facility had a final maturity date of and principal due on April 15, 2025.

The outstanding principal balance of $ 281.3 million was paid on March 13, 2024 from a portion of the proceeds received with the issuance of the 2029 Notes as indicated below.

At the Partnership's option, borrowings bore interest at either the Adjusted Term Secured Overnight Financing Rate benchmark (“SOFR”) or U.S.

dollar prime rate, plus an applicable margin.

The applicable margin was 2.50 % for the first year of the DKL Term Loan Facility and 3.00 % for the second year for U.S.

dollar prime rate borrowings.

SOFR rate borrowings included a credit spread adjustment of 0.10 % to 0.25 % plus an applicable margin of 3.50 % for the first year and 4.00 % for the second year.

At December 31, 2023, the weighted average borrowing rate was approximately 9.46 %.

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

On March 29, 2024, the Partnership entered into a Fourth Amendment to the amended and restated senior secured revolving credit agreement (the "DKL Revolving Facility") which among other things increased the U.S.

Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $ 100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $ 1,150.0 million, including up to $ 146.9 million for letters of credit and $ 31.9 million in swing line loans.

This facility has a maturity date of October 13, 2027.

Borrowings under the DKL Revolving Facility bear interest at the election of the Partnership at either a U.S.

dollar prime rate, plus an applicable margin ranging from 1.00 % to 2.00 % depending on the Partnership’s Total Leverage Ratio (as defined in the DKL Credit Agreement), or a SOFR rate plus a credit spread adjustment of 0.10 % for one-month interest periods and 0.25 % for three-month interest periods plus an applicable margin ranging from 2.00 % to 3.00 % depending on the Partnership’s Total Leverage Ratio.

Unused revolving commitments under the DKL Revolving Facility incur a commitment fee that ranges from 0.30 % to 0.50 % depending on the Partnership’s Total Leverage Ratio.

Unused revolving commitments under the DKL Revolving Facility incur a commitment fee that ranges from 0.30 % to 0.50 % depending on the Partnership’s Total Leverage Ratio, currently at 0.40 % per annum.

As of December 31, 2024 and December 31, 2023, the weighted average interest rate was 7.27 % and 8.46 %, respectively.

Borrowings under the DKL Term Facility bear interest at the election of the Partnership at either a U.S.

dollar prime rate, plus an applicable margin of 2.50 % for the first year of the DKL Term Facility and 3.00 % for the second year of the DKL Term Facility, or a SOFR rate plus a credit spread adjustment of 0.10 % for one-month interest periods and 0.25 % for three-month interest periods plus an applicable margin of 3.50 % for the first year of the Term Facility and 4.00 % for the second year of the DKL Term Facility.

At December 31, 2023 and December 31, 2022, the weighted average borrowing rate was approximately 9.46 % and 7.92 %, respectively.

The effective interest rate was 9.93 % as of December 31, 2023.

Borrowings under the DKL Term Facility bore interest at the election of the Partnership at either a U.S.

Notes to Consolidated Financial Statements

the first year of the Term Facility and 4.00 % for the second year of the DKL Term Facility.

At December 31, 2023, the weighted average borrowing rate was approximately 9.46 %.

The DKL Credit Facility contains affirmative and negative covenants and events of default, which the Partnership considers customary and are similar to those in our predecessor DKL Credit Facility.

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• permit, as of the last day of each fiscal quarter, the Total Leverage Ratio (as defined in the DKL Credit Facility) to be greater than 5.25 to 1.00;

provided, that during any Temporary Increase Period (as defined in the DKL Credit Facility, the Partnership cannot permit the foregoing ratio to be greater than 5.50 to 1.00 (a Temporary Increase Period with respect to the 3 Bear Acquisition (as defined in the DKL Credit Facility) is in effect through March 31, 2023);

• permit, as of the last day of each fiscal quarter, the Senior Leverage Ratio (as defined in the DKL Credit Facility) to be greater than 3.75 to 1.00;

• permit, as of the last day of each fiscal quarter, the interest coverage ratio to be equal to or less than 2.00 to 1.00.

On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the 2022 DKL Credit Facility (together, the “Amendments” ) to extend the maturity of the DKL Term Facility to April 15, 2025.

In addition, the Amendments added a maturity acceleration clause which will accelerate the maturity of the DKL Term Facility to 180 days prior to the stated maturity date of the 2025 Notes if any of the 2025 Notes remain outstanding on that date.

As of December 31, 2023, the DKL Term Facility was classified as long-term in the accompanying consolidated balance sheets as the Partnership currently has the ability and intent to refinance the 2025 Notes on a long-term basis through available capacity under the DKL Revolving Facility and Related Party Revolving Credit Facility.

The DKL Term Facility requires four quarterly amortization payments of $ 3.8 million in 2023, four quarterly amortization payments of $ 7.5 million in 2024 and one quarterly amortization payment of $ 7.5 million in 2025 with final maturity and principal due on April 15, 2025.

The DKL Revolving Facility has a total capacity of $ 1.05 billion, including up to $ 115.0 million for letters of credit and $ 25.0 million in swing line loans.

This facility has a maturity date of October 13, 2027 which will accelerate to 180 days prior to the stated maturity date of the Delek Logistics 2025 Notes if any of the Delek Logistics 2025 Notes remain outstanding on that date.

On November 6, 2023, the Partnership entered into the Amendments which among other things:

(i) increased the U.S.

Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $ 150.0 million, resulting in aggregate lender commitments under the DKL Revolving Credit Facility in an amount of $ 1.05 billion and (ii) increased the limit allowed for general unsecured debt (as defined in the DKL Credit Facility) by an amount equal to $ 95.0 million, resulting in an unsecured general debt limit of $ 150.0 million.

There were no letters of credit outstanding as of December 31, 2023 or December 31, 2022.

The obligations under the 2022 DKL Credit Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets.

The carrying values of outstanding borrowings under the 2022 DKL Credit Facility as of December 31, 2023 and December 31, 2022 approximate their fair values.

The obligations under the DKL Revolving Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets.

The carrying value of outstanding borrowings under the DKL Revolving Facility as of December 31, 2024 and December 31, 2023 approximate their fair values.

Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary.

As of December 31, 2024, we were in compliance with covenants on all of our debt instruments.

Related Party Revolving Credit Facility

On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings.

The Related Party Revolving Credit Facility provides for revolving borrowings with aggregate commitments of $ 70.0 million comprised of a (i) $ 55.0 million senior tranche and a (ii) $ 15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche.

The Related Party Revolving Credit Facility will bear interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00 %.

The Related Party Revolving Credit Facility proceeds will be used for the Partnership’s working capital purposes and other general corporate purposes.

The Related Party Revolving Credit Facility will mature on June 30, 2028.

The obligations under the Related Party Revolving Credit Facility are unsecured.

There were no borrowings outstanding under the Related Party Revolving Credit Facility as of December 31, 2023.

The Related Party Revolving Credit Facility provided for revolving borrowings with aggregate commitments of $ 70.0 million comprised of a (i) $ 55.0 million senior tranche and a (ii) $ 15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche.

The Related Party Revolving Credit Facility bore interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00 %.

The Related Party Revolving Credit Facility proceeds were available for the Partnership’s working capital purposes and other general corporate purposes.

On March 13, 2024, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp.

("Finance Corp." and together with the Partnership, the "Issuers") sold $ 650.0 million in aggregate principal amount of 8.625 % senior notes due 2029 (the "2029 Notes") at par, pursuant to an indenture with U.S.

Bank Trust Company, National Association as trustee.

Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

On April 17, 2024, the Issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029 at 101.25 % and on August 16, 2024, the Issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029, at 103.25 % (collectively, the "Additional 2029 Notes").

The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes.

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

The 2029 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries.

The 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers.

The 2029 Notes will mature on March 15, 2029, and interest on the 2029 Notes is payable semi-annually in arrears on each March 15 and September 15, commencing September 15, 2024.

At any time prior to March 15, 2026, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2029 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 108.625 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

Prior to March 15, 2026, the Issuers may also redeem all or part of the 2029 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations.

In addition, beginning on March 15, 2026, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2029 Notes, at a redemption price of 104.313 % of the redeemed principal for the twelve-month period beginning on March 15, 2026, 102.156 % for the twelve-month period beginning on March 15, 2027, and 100.00 % beginning on March 15, 2028 and thereafter, plus accrued and unpaid interest, if any.

In the event of a change of control, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2029 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

Notes to Consolidated Financial Statements

We recorded $ 17.5 million of debt issuance costs which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying consolidated statements of income and comprehensive income.

The premium recognized for the Additional 2029 Notes was $ 9.0 million which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying consolidated statements of income and comprehensive income.

As of December 31, 2024, the effective interest rate was 8.82 %.

The estimated fair value of the 2029 Notes was $ 1,086.9 million as of December 31, 2024, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

On May 24, 2021, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp.

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The 2028 Notes will mature on June 1, 2028, and interest on the 2028 Notes is payable semi-annually in arrears on each June 1 and December 1, commencing December 1, 2021.

At any time prior to June 1, 2024, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2028 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 107.13 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

Prior to June 1, 2024, the Issuers may also redeem all or part of the 2028 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations.

In addition, beginning on June 1, 2024, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2028 Notes, at a redemption price of 103.56 % of the redeemed principal for the twelve-month period beginning on June 1, 2024, 101.78 % for the twelve-month period beginning on June 1, 2025, and 100.00 % beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.

In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2028 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

As of December 31, 2023, the effective interest rate was 7.39 %.

The estimated fair value of the 2028 Notes was $ 380.4 million and $ 359.7 million as of December 31, 2023 and December 31, 2022, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

On May 23, 2017, the Partnership and Delek Logistics Finance Corp., a Delaware corporation and a wholly owned subsidiary of the Partnership (“Finance Corp.” and together with the Partnership, the “Issuers”), issued $ 250.0 million in aggregate principal amount of 6.75 % senior notes due 2025 (the “2025 Notes”) at a discount.

The 2025 Notes are general unsecured senior obligations of the Issuers.

The 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Finance Corp., the "Guarantors") and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries.

The 2025 Notes rank equal in right of payme nt with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers.

The 2025 Notes will mature on May 15, 2025, and Interest on the 2025 Notes is payable semi-annually in arrears on each May 15 and November 15.

The Issuers may, subject to certain conditions and limitations, redeem all of the 2025 Notes at a redemption price of 100.00 % of the redeemed principal during the twelve-month period beginning on May 15, 2023 and thereafter, plus accrued and unpaid interest, if any.

Beginning on June 1, 2024, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2028 Notes, at a redemption price of 103.56 % of the redeemed principal for the twelve-month period beginning on June 1, 2024, 101.78 % for the twelve-month period beginning on June 1, 2025, and 100.00 % beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.

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The estimated fair value of the 2028 Notes was $ 399.1 million and $ 380.4 million as of December 31, 2024 and December 31, 2023, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

Our 2025 Notes are general unsecured senior obligations comprised of $ 250.0 million in aggregate principal of 6.75 % senior notes maturing on May 15, 2025.

Concurrent with the issuance of the 2029 Notes, the Partnership made a cash tender offer (the "Offer") for all of the outstanding 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer.

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

All the remaining 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption.

Debt extinguishment costs were $ 1.5 million and are recorded in interest expense, net in the accompanying consolidated statements of income and comprehensive income.

The estimated fair value of the 2025 Notes was $ 248.7 million as of December 31, 2023, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

Principal maturities of the Partnership's existing third-party debt instruments for the next five years and thereafter are as follows as of December 31, 2024 (in thousands):

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Total $ 1,885,400

Notes to Consolidated Financial Statements

We had 17,374,618 common limited partner units held by the public outstanding as of December 31, 2024.

Additionally, as of December 31, 2024, Delek Holdings owned an 66.3 % limited partner interest in us, consisting of 34,111,278 common limited partner units.

On October 10, 2024, the Partnership completed a public offering of its common units in which it sold 4,423,075 common units (including an overallotment option of 576,922 common units) to the underwriters of the offering at a price to the public of $ 39.00 per unit.

The net proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $ 165.6 million and were used to redeem the Preferred Units (defined below) and repay a portion of the outstanding borrowings under the DKL Revolving Facility.

Underwriting discounts totaled $ 6.6 million.

On April 25, 2024, we filed a shelf registration statement with the SEC, which provides the Partnership the ability to offer up to $ 500.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs.

On March 12, 2024, the Partnership completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $ 38.50 per unit.

The net proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $ 132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

Underwriting discounts totaled $ 5.5 million.

On November 14, 2022, we entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (the “Manager”) under which we may issue and sell, from time to time, to or through the Manager, as sales agent and/or principal, as applicable, common units representing limited partner interests, having an aggregate offering price of up to $ 100.0 million.

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Underwriting discounts were immaterial.

On April 14, 2022, we filed a shelf registration statement with the SEC, which was declared effective on April 29, 2022, which provides the Partnership the ability to offer up to $ 200.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs.

Equity Activity

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38,538 — 38,538

Issuance of units pursuant to the Equity Distribution Agreement 59,192 — 59,192

Balance at December 31, 2022 9,257,305 34,311,278 43,568,583

Delek Holdings resale of units 385,522 ( 385,522 ) —

Unit-based compensation awards (1)

42,458 — 42,458

Issuance of units pursuant to the Equity Distribution Agreement 59,192 — 59,192

Balance at December 31, 2023 9,299,763 34,311,278 43,611,041

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67,364 — 67,364

Equity offering units issued 8,007,491 — 8,007,491

Redemption of units associated with BSR Marketing Agreement — ( 2,500,000 ) ( 2,500,000 )

Issuance of units in connection with W2W Acquisition — 2,300,000 2,300,000

Balance at December 31, 2024 17,374,618 34,111,278 51,485,896

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Our distributions earned with respect to a given period are declared subsequent to quarter end.

Notes to Consolidated Financial Statements

The table below summarizes the quarterly distributions related to our quarterly financial results:

Quarter Ended Total Quarterly Distribution Per Limited Partner Unit Total Cash Distribution (in thousands)

December 31, 2021 $ 0.975 $ 42,384

March 31, 2022 $ 0.980 $ 42,604

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December 31, 2024 $ 1.105 $ 59,302

Preferred Units

On September 11, 2024 (the “Closing Date”), the Partnership issued 70,000 preferred units (“Preferred Units”) in connection with the H2O Midstream Acquisition for an amount equal to $ 70.0 million.

Preferred Units rank senior to all common units with respect to distributions and rights upon liquidation.

The holders of the Preferred Units are entitled to receive, when and if declared by the board, a quarterly distribution equal to the amount of distributions they would have received on an as converted basis at a price of $ 41.04 , including any special distributions made to common unitholders.

At any time, the Partnership may redeem, in whole or part, the Preferred Units at a redemption price of $ 1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount, to be settled in cash.

In addition, at any time prior to October 31, 2027, if the Partnership completes an offering of common units or Preferred Units, the Partnership shall redeem an amount of the Preferred Units not to exceed the amount equal to the net cash proceeds to the Partnership from such offering, after deducting underwriting discounts and commissions and offering expenses payable by the Partnership at a redemption price of $ 1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount.

As a result of our public offering of common units completed on October 10, 2024, the Partnership redeemed all 70,000 of the Preferred Units for at a redemption price of $ 1,000 per unit.

Total redemption payment was $ 70.8 million, including payment made for pro-rata distributions.

For a summary of changes in the Preferred Units balance for 2024, see the consolidated statements of partners' equity (deficit).

Equity Method Investments

The Partnership owns a 33 % membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P.

Red River owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas with capacity of 235,000 bpd.

During the years ended December 31, 2023 and 2022, we made no additional capital contributions.

During the year ended December 31, 2021, we made capital contributions of $ 1.4 million based on capital calls received.

We have two additional pipeline joint ventures, in which we own a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P.

The Partnership owns a 33 % membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P, which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas.

Additionally, we have two pipeline joint ventures, in which we own a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P.

("CP LLC") to operate one of these pipeline systems and a 33 % membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics") to operate the other pipeline system.

Combined summarized financial information on a 100% basis is shown below (in thousands):

On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds 50 % equity interests in W2W Holdings, from a wholly owned subsidiary of Delek Holdings.

Our interest in W2W Holdings includes a 15.6 % indirect interest in the Wink to Webster joint venture, and related joint venture indebtedness.

W2W Holdings was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster.

Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations.

We determined that W2W Holdings is a VIE.

While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in W2W Holdings, and no single party has the power to direct the activities that most significantly impact W2W Holdings' economic performance.

Distributions received from WWP are first applied to service the debt of W2W Holdings wholly owned finance LLC, with excess distributions made to the W2W Holdings members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements.

The obligations of the W2W Holdings members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.

Notes to Consolidated Financial Statements

As of December 31, 2024, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to W2W Holdings, nor any third-party associated with W2W Holdings contracted work.

The Partnership's maximum exposure to any losses incurred by W2W Holdings is limited to its investment.

Summarized financial information for W2W Holdings on a 100% basis is shown below (in thousands):

As of December 31, 2024

Current Assets $ 193

Non-current Assets $ 702,910

Current liabilities $ 56,074

Non-current liabilities $ 481,189

Year Ended December 31,

Revenues $ 88,603

Gross profit $ 88,603

Operating income $ 88,293

Net income $ 59,442

Combined summarized financial information for the three remaining joint ventures on a 100% basis is shown below (in thousands):

As of December 31, 2024 As of December 31, 2023

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Red River $ 136,455 $ 141,091

W2W Holdings 86,117 —

CP LLC 59,252 61,273

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Operations that are not specifically included in the reportable segments are included in Corporate and other segment.

The Partnership defines its segments based on how internally reported financial information is regularly reviewed by its chief operating decision maker ("CODM") to analyze financial performance, make decisions and allocate resources.

Notes to Consolidated Financial Statements

The CODM is the President of the Partnership.

The CODM evaluates performance based on EBITDA for planning and forecasting purposes.

The CODM considers budget to actual variances on a monthly basis when making decisions about allocation of operating and capital resources to each segment.

EBITDA is an important measure used by management to evaluate the financial performance of our core operations.

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A reconciliation of EBITDA to Net Income is included in the tables below.

We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our accompanying consolidated statements of income.

Assets by segment are not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.

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Year Ended December 31, 2024

(In thousands) Gathering and Processing (1)

Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated

(In thousands) Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated

Net revenues:

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Total revenue $ 364,719 $ 451,522 $ 124,395 $ — $ — $ 940,636

Cost of materials and other 77,037 349,049 57,539 — 110 483,735

Operating expenses 80,317 14,820 18,299 — 9,298 122,734

Income from equity method investments — — — ( 43,301 ) — ( 43,301 )

Other segment items (3)

215 ( 4,076 ) 232 — 34,184 30,555

Segment EBITDA $ 207,150 $ 91,729 $ 48,325 $ 43,301 $ ( 43,592 ) $ 346,913

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Amortization of marketing contract intangible — 4,206 — — — 4,206

Interest expense, net — — — — 143,244 143,244

Interest income ( 23,338 ) ( 8,546 ) ( 15,908 ) — — ( 47,792 )

Interest expense — — — — 150,960 150,960

Income tax expense 479

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Total revenue $ 371,110 $ 505,701 $ 143,598 $ — $ — $ 1,020,409

Cost of materials and other 83,118 388,536 63,710 — ( 2,737 ) 532,627

Operating expenses 75,136 17,796 18,104 9 7,056 118,101

Income from equity method investments — — — ( 31,433 ) — ( 31,433 )

Other segment items (3)

13,393 ( 7,143 ) ( 2,066 ) — 26,650 30,834

Segment EBITDA $ 199,463 $ 106,512 $ 63,850 $ 31,424 $ ( 30,969 ) $ 370,280

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Amortization of marketing contract intangible — 7,211 — — — 7,211

Interest expense, net — — — — 82,304 82,304

Interest expense — — — — 143,244 143,244

Income tax expense 1,205

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$ 74,683 $ 2,111 $ 4,548 $ — $ — $ 81,342

Notes to Consolidated Financial Statements

Year ended December 31, 2022

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Total revenue $ 305,427 $ 588,884 $ 142,096 $ — $ — $ 1,036,407

Cost of materials and other 81,525 491,453 66,953 — 1,432 641,363

Operating expenses 48,211 19,458 17,843 — 2,795 88,307

Income from equity method investments — — — ( 31,683 ) — ( 31,683 )

Other segment items (3)

441 ( 5,125 ) 1,031 30,136 26,483

Segment EBITDA $ 175,250 $ 83,098 $ 56,269 $ 31,683 $ ( 34,363 ) $ 311,937

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Amortization of marketing contract intangible — 7,211 — — — 7,211

Interest expense, net — — — — 50,221 50,221

Interest expense — — — — 82,304 82,304

Income tax expense 382

2 unchanged sentences

$ 122,594 $ 1,548 $ 6,528 $ — $ — $ 130,670

(1) EBITDA includes $ 14.8 million of goodwill impairment expense for the year ended December 31, 2023.

Refer to Note 8 - Goodwill for further information.

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible.

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

Capital spending for the year ended December 31, 2021 excludes contributions to equity method investments amounting to $ 1.4 million.

There were no contributions made during the years ended December 31, 2023 and 2022.

(3) Other segment items include general and administrative expense, gain on disposal of assets, other income, net and the amortization of the marketing contract intangible in the wholesale marketing and terminalling segment.

Additionally, our gathering and processing segment includes $ 14.8 million of goodwill impairment expense for the year ended December 31, 2023.

Commitments and Contingencies

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Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements.

Texas Department of Transportation Settlement

Beginning in August 2023, the Partnership was involved in litigation with the State of Texas Department of Transportation.

The subject of the litigation was the expansion of the highway where the Partnership's Nettleton Station is situated.

As a result of this expansion, two tanks owned by the Partnership were impacted.

This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $ 8.3 million in condemnation proceeds, which are recorded in other operating income, net in the accompanying consolidated statements of income and comprehensive income.

Environmental, Health and Safety

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These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public.

Numerous permits or other authorizations are required under these laws and

regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.

The State of Mexico promulgated new regulations to limit emissions from oil and gas operations in 2022.

The cost to comply is not expected to be material.

Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.

Notes to Consolidated Financial Statements

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility.

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Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.

We have noncancellable operating leases primarily associated with certain pipeline and transportation equipment.

Our remaining lease terms range from less than one year to 41 years.

Our leases do not have any outstanding renewal options.

We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment.

Our remaining lease terms range from less than one year to 41 years with renewal options ranging from 3 to 40 years, and some agreements have multiple renewal options.

The components of lease cost are as follows (in thousands) (1) :

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Leased assets obtained in exchange for new financing lease liabilities $ — $ 1,162 $ 35

Notes to Consolidated Financial Statements

Maturities of lease liabilities as of December 31, 2024 are as follows (in thousands):

3 unchanged sentences

2027 1,906 263

2027 1,473 263

2030 and thereafter 984 —

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present value discount 1,480 127

Lease payable $ 15,032 $ 1,345

Lease liabilities $ 11,344 $ 836

We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings.

These agreements have remaining terms ranging from less than one year to 11 years with renewal options ranging from one year to 10 years, and some agreements have multiple renewal options.

Revenue from these leases are recorded in affiliate revenue on the consolidated statements of income.

These agreements have remaining terms ranging from 3 to 12 years with renewal options ranging from 2 to 10 years, and some agreements have multiple renewal options.

Revenue from these leases are recorded in affiliate revenue in the consolidated statements of income.

For details on Lease Revenue, see Note 5.

The following is a schedule of annual undiscounted minimum future lease cash receipts on the non-cancellable operating leases as of December 31, 2023 (in thousands):

During 2024, we executed renewals to certain agreements between DKL and Delek Holdings.

The renewals required the embedded leases within these agreements to be reassessed under ASC 842.

As a result of these lease assessments, certain leases were reclassified from an operating lease to a sales-type lease.

Accordingly, the underlying property, plant and equipment, net, and associated deferred revenue, if any, were derecognized and the present value of the future lease payments and the unguaranteed residual value of the assets were recorded as a net investment in sales-type lease during the respective periods.

The net investment in sales-type leases is recorded utilizing the estimated fair value of the underlying leased assets at contract modification date and are nonrecurring fair value measurements.

The leased assets were valued using a cost method valuation approach which utilizes Level 3 inputs.

We recognized any billings in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in Net Revenues - Affiliate in the accompanying consolidated statements of income and comprehensive income.

Lease income included in the consolidated statements of income and comprehensive income was as follows:

Year Ended December 31,

(in thousands) 2024 2023 2022

Operating leases:

Lease revenue $ 268,843 $ 311,096 $ 287,370

Sales-type leases:

Interest income (Sales-type rental revenue-fixed minimum) 47,709 — —

Lease revenue (Revenue from variable lease payments) 7,673 — —

Sales-type lease income $ 55,382 $ — $ —

We did not elect to use the practical expedient to combine lease and non-lease components for lessor arrangements.

The tables below represent the portion of the contracts allocated to the lease component based on relative standalone selling price.

The following presents the consolidated financial statement impact of sales-type leases on commencement or modification date for the year ended December 31, 2024.

There were no amounts recognized for the year ended December 31, 2023.

These transactions are non-cash transactions.

The amount recognized on commencement date was recorded in contributions in the consolidated statements of partners' equity (deficit), given the underlying agreements are between entities under common control.

Year Ended December 31,

(in thousands) 2024

Lease receivables $ 217,263

Unguaranteed residual assets 10,573

Property, plant and equipment, net ( 108,143 )

Amount recognized on commencement date $ 119,693

Notes to Consolidated Financial Statements

The following is a schedule of annual undiscounted minimum future lease cash receipts on the non-cancelable operating leases as of December 31, 2024 (in thousands):

2025 $ 108,376

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Total minimum future lease revenue $ 444,958

Annual future minimum undiscounted lease receipts under our sales-type leases were as follows as of December 31, 2024 (in thousands):

2025 $ 104,323

2030 and thereafter 262,763

Total minimum future lease revenue 687,586

Imputed interest 483,783

Lease receivable (1)

Current lease receivables (2)

Long-term lease receivables (3)

Unguaranteed residual assets (3)

(1) This amount does not include the unguaranteed residual assets.

(2) Presented in Lease receivable - affiliate, in the consolidated balance sheets.

(3) Presented in Net lease investment - affiliate in the consolidated balance sheets.

The following table summarized our investment in assets held under operating lease by major classes (in thousands):

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Property, plant and equipment, net $ 289,826 $ 430,267

Capital expenditures related to assets subject to sales-type lease arrangements were $ 0.6 million for the year ended December 31, 2024.

There were no capital expenditures related to assets subject to sales-type lease arrangements for both the years ended December 31, 2023 and 2022.

These amounts are reflected as additions to property, plant and equipment in the consolidated statements of cash flows.

Subsequent Events

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On January 24, 2025, our general partner's board of directors declared a quarterly cash distribution of $ 1.105 per unit, payable on February 11, 2025, to unitholders of record on February 4, 2025.

Unit Buyback Authorization

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

The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.

Form 10-K Summary

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Reuven Spiegel

Director, Executive Vice President and Chief Financial Officer

Director, Executive Vice President, Delek Logistics, and Chief Financial Officer

February 26, 2025

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Reuven Spiegel

Director, Executive Vice President and Chief Financial Officer

Director, Executive Vice President, Delek Logistics, and Chief Financial Officer

(Principal Financial Officer)

5 unchanged sentences

Ezra Uzi Yemin

Executive Chairman of the Board of Directors

Chairman of the Board of Directors

/s/ Sherri A.

4 unchanged sentences

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 9A. Controls and Procedures