Delek Logistics Partners, LP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Principal Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process that is designed under the supervision of our Principal Executive Officer and Chief Financial Officer, and implemented by the board of directors of our general partner, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: i. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures recorded by us are being made only in accordance with authorizations of our management and the board of directors of our general partner; and iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing the operational effectiveness of our internal control over financial reporting. Management reviewed the results of the assessment with the Audit Committee of the board of directors of our general partner. Based on its assessment and review with the Audit Committee, management concluded that, as of December 31, 2024, we maintained effective internal control over financial reporting. Changes in 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. 89 | Controls and Procedures, and Other Information ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 90 | Directors, Executive Officers, Corporate Governance, and Security Ownership PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our general partner, Delek Logistics GP, LLC, is an indirect subsidiary of Delek Holdings. As of December 31, 2024, three individuals (Messrs. Soreq, Spiegel, and Yemin) serve as both directors and executive officers of the general partner and as officers and, with respect to Messrs. Soreq and Yemin, directors, of Delek Holdings. Our general partner manages our operations and activities on our behalf through its officers and directors. References in this Part III to the "Board," "directors," or "officers" refer to the Board, directors and officers of our general partner. The Board of Directors The directors oversee our operations. The members of the Board are not elected by our unitholders and will not be subject to re-election by our unitholders in the future. The general partner is a limited liability company and its directors are elected by Delek Logistics Services Company, its sole member, which is a subsidiary of Delek Holdings. The directors hold office for a term of one year or until their successors have been elected or qualified or until their earlier death or removal. Our general partner is liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made expressly without recourse to the general partner. Our general partner therefore may cause us to incur indebtedness or other obligations that are without recourse to the general partner. Our common units are traded on the New York Stock Exchange (the "NYSE"). Because we are a limited partnership, we rely on an exemption from the provisions of Section 303A.01 of the NYSE Listed Company Manual which would require the Board to be composed of a majority of independent directors. Despite this exemption, our Board is currently comprised of a majority of independent directors, though this composition could change in the future. We are not required to establish either a compensation or a nominating and corporate governance committee. We are, however, required to have an audit committee of at least three members, and all of our audit committee members are required to meet the independence and experience tests established by the NYSE and the Exchange Act. At the date of this report, the Board consists of the following nine members: Ezra Uzi Yemin, Sherri A. Brillon, Charles J. Brown, III, Eric D. Gadd, Frederec Charles Green, Ron W. Haddock, Gennifer F. Kelly, Reuven Spiegel and Avigal Soreq. The Board has determined that each of Messrs. Brown, Gadd and Haddock and Mses. 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. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, the Board has determined that each of Messrs. Brown, Gadd and Haddock and Mses. 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. 91 | Directors, Executive Officers, Corporate Governance, and Security Ownership Directors' Experiences and Skills YEMIN SOREQ BRILLON BROWN GADD GREEN HADDOCK KELLY SPIEGEL PUBLIC COMPANY LEADERSHIP EXPERIENCE ● ● ● ● ● ● ● PUBLIC COMPANY BOARD EXPERIENCE ● ● ● ● ● ● ● ● ● FINANCE ● ● ● ● ● ● ● ● ● ACCOUNTING AND AUDITING ● ● ● ● ● ● ● ● ● ENERGY INDUSTRY EXPERIENCE ● ● ● ● ● ● ● ● ● OPERATIONS EXPERIENCE ● ● ● ● ● ● ● ● INTERNATIONAL BUSINESS EXPERIENCE ● ● ● ● ● ● ● RISK MANAGEMENT ● ● ● ● ● ● ● ● COMPENSATION ● ● ● ● ● ● ● ENVIRONMENTAL/SUSTAINABILITY ● ● ● ● ● ● ● ESG/SOCIAL RESPONSIBILITY ● ● ● ● ● ● ● CYBERSECURITY/INFORMATION TECHNOLOGY ● ● ● ● M&A/CAPITAL MARKETS ● ● ● ● ● ● ● STRATEGY ● ● ● ● ● ● ● ● GOVERNMENT/REGULATORY/PUBLIC POLICY ● ● ● ● ● ● ● ● The members of the general partner are responsible for filling vacancies on the Board at any time during the year and for selecting individuals to serve on the Board. From time to time, the members may utilize the services of search firms or consultants to assist in identifying and screening potential candidates. In accordance with the general partner's governance guidelines, the members consider such qualifications and other factors as they deem appropriate in evaluating potential Board candidates, including the individual’s independence, education, experience, reputation, judgment, skill, integrity and industry knowledge. Directors should have experience in positions with a high degree of responsibility, be leaders in the organizations with which they are affiliated, and have the time, energy, interest and willingness to serve as a member of the Board. While the general partner has no policy requiring consideration of racial or ethnic classifications, gender, religion or sexual orientation, the members give consideration to the diversity of experiences and backgrounds of its directors, the degree to which the individual’s qualities and attributes will complement those of other directors, the extent to which the candidate would be a desirable addition to the Board and committees thereof, and other factors. Executive Officers of Our General Partner Our general partner's executive officers manage the day-to-day affairs of our business and conduct our operations. The executive officers of our general partner are appointed by the Board and serve in that capacity at the discretion of the Board. 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. 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. We also utilize a significant number of Delek Holdings' employees to operate our business and provide us with general and administrative services. Under the Omnibus Agreement, we pay Delek Holdings an annual fee, indexed for inflation, 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. In addition, we reimburse Delek Holdings for allocated expenses of personnel who devote 50% or more of their time performing services for our benefit. 92 | Directors, Executive Officers, Corporate Governance, and Security Ownership Directors and Executive Officers of Our General Partner The following table shows information for the directors and executive officers of our general partner. Name Age Position With Delek Logistics GP, LLC Avigal Soreq 47 Director and President, Delek Logistics Ezra Uzi Yemin 56 Chairman of the Board of Directors Sherri A. Brillon 65 Chair of Audit Committee and Member of Technology and Governance, Compensation and Conflicts Committees Charles J. Brown, III 77 Director, Chair of Conflicts Committee and Member of Audit and Governance and Compensation Committees Eric D. Gadd 69 Director, Chair of EHS Committee and Member of Governance and Compensation and Conflicts Committees Frederec Charles Green 59 Director and Member of Technology Committee Ron W. Haddock 84 Director, Chair of Governance and Compensation Committee, and Member of Audit and EHS Committee Gennifer F. Kelly 52 Director, Chair of Technology Committee, and Member of Conflicts and EHS Committees Reuven Spiegel 68 Director, Executive Vice President, Delek Logistics, and Chief Financial Officer Denise McWatters 65 Executive Vice President, General Counsel and Secretary 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. Mr. Soreq also currently serves as the chief executive officer and president of Delek Holdings. Prior to that, Mr. Soreq was a member of the Delek Holdings’ executive management team, including as the Chief Operating Officer from March 2020 until January 2021, its Chief Commercial Officer from November 2016 until March 2020, an Executive Vice President from August 2015 until January 2021, and a Vice President from 2012 until 2015. In addition, Mr. Soreq served as an Executive Vice President of Delek Logistics GP, LLC from 2015 until 2021, and as its Vice President from 2012 until 2015. Prior to joining Delek Holdings, Mr. Soreq worked for SunPower Corporation (NASDAQ: SPWR), and previously as a senior finance and business consultant for Trabelsy & Co., and as a consultant in the corporate finance department for KPMG’s Tel-Aviv office. His past experience includes service in the Israeli Air Force in various roles between 1996 and 2004, where he reached the rank of Major. Mr. Soreq is a certified public accountant in Israel. Ezra Uzi Yemin has served as the Chairman of the Board since April 2022 and as one of our directors since April 2001. Mr. Yemin has served as one of our directors since April 2001 and as the chair of the Board since April 2012. Mr. Yemin previously served as our chief executive officer and president from April 2012 and August 2019, respectively, until June 2022. Mr. Yemin also serves as the executive chairman of the board of directors of Delek Holdings, and has served as a director since April 2001 and as the chair since December 2012. He also previously served as the chief executive officer and president of Delek Holdings, from June 2004 and April 2001, respectively, until June 2022. Mr. Yemin served as the president of Alon USA Partners GP, LLC, from July 2017 until its acquisition by Delek Holdings in February 2018 and the chairman of the board of directors of Alon USA Energy, Inc. from May 2015 until its acquisition by Delek Holdings in July 2017. Mr. Yemin’s duties include the formulation of our policies and strategic direction, oversight of executive officers and overall responsibility for our operations and performance. The Board believes that, because he has worked for Delek Holdings since its founding, Mr. Yemin brings to the Board a thorough and complete understanding of our business, operations and operating environment, as well as the business, operations and operating environment of Delek Holdings (the owner of over 21% of our units and the customer on whom the Partnership is most dependent). Mr. Yemin also brings to the Board substantial leadership, planning and industry experience. Sherri A. Brillon has served as one of our directors since January 2021. She has served as a member of the Audit Committee since January 2021 and as its Chairperson since January 2022. She has also served as a member of the Governance and Compensation Committee and the Technology Committee since July 2021 and has been a member of the Conflicts Committee since May 2023. Ms. Brillon has over 35 years of experience in the oil and gas industry. From 1985 to 2019, Ms. Brillon held various positions of increasing responsibility at Encana Corporation, a leading North American hydrocarbon exploration and marketing company now known as Ovintiv Inc. (NYSE: OVV), before retiring as Executive Vice President and Chief Financial Officer in 2019. At Encana, Ms. Brillon was responsible for directing the financial operations of the organization and she also implemented Encana’s business strategy through multiple strategic transactions. Ms. Brillon has served on the Board of Directors for Enerplus (NYSE: ERF) since October 2022. She is a past director of the Canadian Chamber of Commerce, Alberta Energy Regulator, Tim Hortons Inc., a Canadian multinational fast food restaurant chain, and PrairieSky Royalty Ltd. (TSX: PSK), which owns properties generating royalty revenues from petroleum and natural gas in Canada. Ms. Brillon attended the University of Calgary, where she graduated with a Bachelor of Arts degree in economics. Ms. 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. 93 | Directors, Executive Officers, Corporate Governance, and Security Ownership Charles J. 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. Mr. Brown is a licensed attorney with more than 30 years of experience in the energy industry. 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 activities. Mr. 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. From 2008 through 2011, Mr. Brown served as a partner in the energy department of a large international law firm. Mr. Brown was appointed to the Board because of his experience in the energy industry, and because, as an attorney, he provides the Board with valuable expertise in matters involving the financial, legal, regulatory and risk matters affecting the Partnership. Eric D. Gadd has served as a member of the Board since October 2013 and as Chairperson of the EHS Committee since its inception in October 2016. He has also been a member of the Conflicts Committee since October 2013 and the Governance and Compensation Committee since July 2021. Mr. Gadd previously served as a member of the Audit Committee from October 2013 to July 2021. Mr. Gadd is currently principal director at Contanda LLC, which is a private company that operates bulk liquid terminals in North America. Mr. Gadd is the founder and president of the consulting firm Awelon LLC, which is focused on expanding business development opportunities for both public and private companies in the energy sector. He has over 40 years of diverse experience in the energy industry including exploration and production field services, mid-stream, renewable energy, commodity trading and risk management, and mergers and acquisitions. Prior to forming Awelon LLC in 2006, Mr. Gadd held various executive positions with multiple leading companies in the energy industry over a 25-year period. Mr. Gadd was appointed to the Board because of his extensive energy industry experience. Frederec Green has served as a member of the Board since April 2012 and has served as a member of our Technology Committee since July 2021. Mr. Green served as an Executive Vice President of our general partner from May 2009 until November 2020. Mr. Green also served in numerous executive roles at Delek Holdings from January 2005 through November 2020, including serving as the primary operational officer for Delek Holdings’ refineries and as Executive Vice President and Chief Operating Officer from November 2016 until March 2020. He also served on the board of directors of Alon Energy USA, Inc. from May 2015 until July 2017, and served as the Chief Executive Officer of Alon USA Partners, LP from July 2017 until December 2017. Mr. Green has 35 years of experience in the refining and midstream industries, including fourteen years at Murphy Oil USA, Inc. where he served as a senior vice president during his last six years. Mr. Green has experience in mergers and acquisitions as well as all aspects of managing a refining business, from crude oil and feedstock supply to product trading, transportation, and sales. Mr. Green is currently an independent consultant serving clients in the midstream and downstream sectors, including Delek Holdings and Delek Logistics. Mr. Green was appointed to the Board because of his extensive energy industry experience and his in-depth knowledge of our and Delek Holdings’ businesses and operations. Ron W. Haddock has served as a member of the Board since July 2017. He has served as the Chairperson of the Governance and Compensation Committee since July 2021 and as a member of the EHS Committee and Audit Committee since May 2018 and 2022, respectively. Mr. Haddock has also served as our Lead Independent Director since February 2021. Mr. Haddock is currently Chairman and Chief Executive Officer of AEI Services LLC, an international power generation/distribution and natural gas distribution company, positions he has held since 2004 and August 2003, respectively. He also served on the board of Alon Energy USA, Inc. from December 2000 until its acquisition by Delek in July 2017 and served on the board of Petron Corporation, an oil refining and marketing company in the Philippines from 2010 to 2022. From January 1989 to July 2000, Mr. Haddock served as chief executive officer of FINA, Inc., a Belgian oil company. Mr. Haddock also served on the boards of Safety‑Kleen Systems, Inc., a waste management, oil recycling and refining company, from 2003 to 2012, and Trinity Industries, Inc. (NYSE: TRN), a diversified transportation, industrial and construction company, from 2007 to 2013, as well as eight other corporate boards. The Board believes that Mr. Haddock’s extensive directorship experience, past executive positions within the refining and petrochemical industry, financial reporting background and expertise qualify him to serve as a member of the Board. Gennifer Kelly has served as a director since July 2020. She has served as the Chairperson of the Technology Committee since its inception in July 2021 and as a member of the EHS Committee and Conflicts Committee since July 2020. She also serves on the board of Devon Energy Corp. (NYSE: DVN) and is a member of Audit and Reserves committees. Ms. Kelly has 25 years of oil and gas industry experience in both upstream and midstream sectors. Ms. Kelly previously held the role of Chief Operating Officer and SVP of Western Midstream Partners (NYSE: WES) and Vice President of Marketing for Anadarko Petroleum Corporation (NYSE: APC). Prior to her role at Western Midstream, Ms. Kelly led Operations Transformation efforts, as well as Strategic Planning, Portfolio Management and Asset Management teams for Anadarko. She has diverse operations experience in production, drilling and completions engineering, working extensively in East Texas, West Texas and the Gulf of Mexico. Prior to joining Anadarko Petroleum, Ms. Kelly worked as an engineer for Kerr McGee Corporation and the Louisiana Office of Conservation. Ms. Kelly holds both a Bachelor of Science in Petroleum Engineering and a Master of Business Administration from Louisiana State University. Ms. Kelly is a registered Professional Engineer in the state of Texas and a member of the Society of Petroleum Engineers. Ms. Kelly is currently the board chair of Lone Star College Foundation; a non‑profit organization aiding Lone Star College students with funding their education. The Board values Ms. Kelly’s years of experience in the oil and gas industry and operations experience as well as her technical background. 94 | 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. Mr. 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. Prior to joining the Board, Mr. Spiegel served as Chief Executive Officer of Israel Discount Bank Ltd. (TLV: DSCT) from 2011 through 2014 where he had previously held the position of Executive Vice President from 2001 through 2005. In 2005 and 2006, Mr. Spiegel also served as Chairperson of the board of Discount Mortgage Bank. Mr. Spiegel also served as Chief Executive Officer of IDB Bank of NY from 2006 to 2010. He also has experience as an executive in the real estate industry. The Board believes that Mr. Spiegel’s financial industry experience provides the Board with valuable expertise in the Partnership’s financial and accounting matters. Denise McWatters has served as our Executive Vice President, General Counsel and Corporate Secretary since February 2021. Ms. McWatters previously served as the General Counsel, Chief Compliance Officer and Corporate Secretary of HollyFrontier Corporation, an independent petroleum refiner (NYSE: HFC), and of the general partner of Holly Energy Partners, L.P. (NYSE: HEP) from May 2008 until August 2019. Prior to joining HollyFrontier, Ms. McWatters served as the General Counsel of The Beck Group, an architecture, construction and design firm, from 2005 through October 2007. Board Leadership Structure Mr. 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. Mr. 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 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 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 Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside the Partnership and our industry, while the other Board members bring experience and expertise specific to us and Delek Holdings. In addition, the independent directors are the sole members of our Audit and Conflicts Committees. The NYSE listing standards require our independent directors to meet at regularly scheduled executive sessions without management. Our independent directors generally conduct such executive sessions in connection with each quarterly meeting of the Audit Committee and otherwise as may be necessary. Mr. Haddock was appointed Lead Independent Director of the Board in February 2021. In this capacity, Mr. Haddock generally presides over these executive sessions. 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 500, Brentwood, Tennessee 37027. Any such communication received will be forwarded directly to the director to whom it is addressed. If the communication is addressed to the Board and no particular director is named, the communication will be forwarded, depending on the subject matter, to the appropriate committee chairperson or to all members of the Board. Committees of the Board of Directors of Our General Partner Audit Committee The Board has a standing Audit Committee. The Audit Committee consists of Ms. Brillon (chair) and Messrs. Brown and Haddock. Mr. Brown joined the committee at its inception in November 2012, Mr. Haddock joined the committee in 2022 and Ms. Brillon joined the committee in January 2021. 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) 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. 95 | Directors, Executive Officers, Corporate Governance, and Security Ownership Audit Committee Members Independent Financially Literate Qualifies as an Audit Committee Financial Expert Sherri A. Brillon (Chair) ü ü ü Charles J. Brown III ü ü ü Ron Haddock ü ü 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; (b) the disclosure and financial reporting process, including our financial statements; (c) our internal controls and procedures for financial reporting; (d) the performance of our internal audit function and the independent registered public accounting firm employed by us for the purpose of preparing and issuing an audit report or related work; (e) the qualifications and independence of our independent registered public accounting firm; and (f) our compliance with policies under our Code of Business Conduct & Ethics and legal and regulatory requirements. These responsibilities are set forth in the Audit Committee's charter, which is available on our corporate website at www.DelekLogistics.com. Conflicts Committee The Conflicts Committee consists of Messrs. Brown (chair) and Gadd and Mses. Brillon and Kelly. The Board has determined that each of Messrs. Brown and Gadd and Mses. Brillon and Kelly qualifies as independent under applicable SEC rules and regulations and the rules of the NYSE. Mr. Brown joined the committee at its inception in November 2012. Mr. Gadd joined the committee in October 2013. Ms. Brillon joined the committee in March 2023. Ms. Kelly joined the committee in July 2020. 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. However, pursuant to the Partnership Agreement and our Related Party Transactions Policy adopted by the Board, the Board or management of our general partner may submit certain related party transactions for review and approval or ratification by the Board or an authorized committee thereof. It is generally expected that the Conflicts Committee will be best suited to review such related party transactions. In certain instances, the Related Party Transactions Policy effectively requires that certain related party transactions be submitted to the Conflicts Committee for review. The members of the Conflicts Committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates, may not hold an ownership interest in the general partner or its affiliates other than common units or awards under any long-term incentive plan, equity compensation plan or similar plan implemented by the general partner or the Partnership and must meet the independence and experience standards established by the NYSE and the SEC to serve on an audit committee of a board of directors. Any unitholder challenging any matter approved by the Conflicts Committee in accordance with the terms of our Partnership Agreement will have the burden of proving that the members of the Conflicts Committee did not act in good faith in accordance with the terms of our Partnership Agreement. For further discussion of the Conflicts Committee and the Related Party Transactions Policy, see Item 13. "Certain Relationships and Related Transactions and Director Independence—Certain Relationships and Related Transactions—Procedures for Review, Approval or Ratification of Transactions with Related Parties." Environmental, Health and Safety Committee The EHS Committee consists of Messrs. Gadd (chair) and Haddock and Ms. Kelly. Mr. Gadd joined the committee at its inception in October 2016, Mr. Haddock joined the committee in May 2018, and Ms. Kelly joined the committee in July 2020. The EHS Committee met four times in 2024, either in person or telephonically, with each member attending at least 75% of all meetings of the EHS Committee. The purpose of the EHS Committee is to assist the Board in fulfilling certain of the Board’s oversight responsibilities by, among other things, overseeing management’s establishment and administration of the Partnership’s environmental, health and safety policies, programs, procedures and initiatives. These responsibilities are set forth in the EHS Committee's charter, which is available on our corporate website at www.DelekLogistics.com. Governance and Compensation Committee In July 2021 the Board established the Governance and Compensation Committee of the Board. The Governance and Compensation Committee consists of Messrs. Haddock (chair), Brown, and Gadd and Ms. Brillon. The Governance and Compensation Committee met four times in 2024, either in person or telephonically, with each member attending at least 75% of all meetings of the Governance and Compensation Committee. The purpose of the Governance and Compensation Committee is to (a) recommend to the Board director nominees for each Board committee; (b) periodically review the corporate governance policies applicable to the Partnership (the “Governance Guidelines”) and recommend to the Board any changes deemed necessary or desirable; (c) monitor, oversee and review compliance of the Governance Guidelines and all other applicable policies of the Partnership as the Governance and Compensation Committee or the Board deem necessary or desirable; (d) support the Board and work with management to ensure that compensation practices properly reflect management and Partnership philosophy, competitive practice and regulatory requirements; and (e) review, provide advice on and, where appropriate, approve the following items: (1) executive and employee compensation objectives, plans, and levels; (2) culture and employee engagement; (3) diversity and inclusion; (4) leadership and talent engagement; and (5) executive succession planning. These responsibilities are set forth in the Governance and Compensation Committee's charter, which is available on our corporate website at www.DelekLogistics.com. 96 | Directors, Executive Officers, Corporate Governance, and Security Ownership Technology Committee In July 2021 the Board established the Technology Committee of the Board. The Technology Committee consists of Mses. Kelly (chair) and Brillon and Mr. Green. The Technology Committee met four times in 2024, either in person or telephonically, with each member attending at least 75% of all meetings of the Technology Committee. The purpose of the Technology Committee is to assist the Board in fulfilling certain of the Board’s oversight responsibilities by, among other things, overseeing management’s establishment and administration of the Partnership’s policies, programs, procedures and initiatives with respect to technology and information security. These responsibilities are set forth in the Technology Committee's charter, which is available on our corporate website at www.DelekLogistics.com. Director Nominations and Corporate Governance As a limited partnership, we rely on an exemption from the provisions of the NYSE Listed Company Manual, which would otherwise require us to have a nominating and corporate governance committee. Our general partner is a limited liability company and its directors are not elected by our unitholders, but by its members in their sole discretion. However, in July 2021 the Board established the Governance and Compensation Committee of the Board, which, among other responsibilities, makes recommendations to the Board regarding changes to the size and composition of the committees of the Board and makes recommendation to the Board with respect to the structure of Board committees and nominees for appointment to committees of the Board. Candidates to serve on the Board are reviewed and selected in accordance with our general partner's Governance Guidelines, which are available on our corporate website at www.DelekLogistics.com. Compensation Decisions In July 2021, the Board established the Governance and Compensation Committee of the Board, which, among other responsibilities, oversees director and executive officer compensation for the Partnership. Additionally, our Board believes it is important to promote the interests of the Partnership by providing employees of the Partnership's affiliates and others who perform services for us or on our behalf, incentive compensation awards for their service. Accordingly, the general partner adopted the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the "LTIP"). Due to the fact that several of the members of the Board perform services on our behalf in their roles as executive officers of Delek Holdings, the LTIP is administered by the Conflicts Committee with respect to those awards. The disinterested members of the full Board may also grant awards and the Conflicts Committee may delegate, and has delegated in the past, to an executive officer of the general partner the authority to issue awards to non-Section 16 officers of the general partner. A compensation consultant was not used in the formulation of our executive compensation framework, objectives and philosophy. For a further discussion on the compensation practices of the general partner, see Item 11. "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 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. ITEM 11. EXECUTIVE COMPENSATION All of our general partner's executive officers are employees of Delek Holdings. Neither we nor our general partner directly employ any of the executive officers responsible for managing our business. Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) discusses the principles underlying our general partner's compensation programs and the key executive compensation decisions that were made for 2024. It also explains the most important factors relevant to such decisions. This CD&A provides context and background for the compensation earned and awarded to the individuals named in the Summary Compensation Table below. Messrs. Soreq, Yemin, Sakazi and Spiegel and Ms. McWatters are referred to collectively herein as our "named executive officers" or "NEOs". 97 | Directors, Executive Officers, Corporate Governance, and Security Ownership Overview - Compensation Decisions and Allocation of Compensation Expenses Under the terms of the Omnibus Agreement, we pay an annual administrative fee of $4.4 million per year to Delek Holdings for the provision of general and administrative services. The general and administrative services covered by the annual administrative fee include, without limitation, 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 resources services and insurance administration. No service covered by the administrative fee is assigned any particular value individually. Additionally, the Omnibus Agreement requires us to reimburse Delek Holdings directly for a proportionate amount of the salary and employee benefits costs of Delek Holdings employees who devote more than 50% of their time to our business and affairs. None of our NEOs other than Mr. Sakazi devoted more than 50% of their total business time to our business and affairs in 2024. Although our NEOs provide services to both Delek Holdings and us, no portion of the administrative fee is specifically allocated to services provided by our NEOs to us except with respect to Mr. Sakazi. Instead, the administrative fee covers all centralized services provided to us by our NEOs other than Mr. Sakazi, and we have not reimbursed Delek Holdings for the cost of such services. Except for awards under the LTIP, Delek Holdings has the ultimate decision-making authority with respect to the compensation of our NEOs. In July 2021, the Board established the Governance and Compensation Committee of the Board, which, among other responsibilities, oversees director and executive officer compensation for the Partnership. While the Governance and Compensation Committee does not establish the compensation paid to our NEOs, it does monitor the compensation program applicable to our NEOs. Additionally, our Board believes it is important to promote the interests of the Partnership and the general partner by providing incentive compensation to employees of the Partnership's affiliates and others who perform services for us or on our behalf. Accordingly, pursuant to our Partnership Agreement, the general partner is allowed to and has adopted the LTIP. Due to the fact that several of the members of the Board perform services on our behalf in their roles as executive officers of Delek Holdings, the awards to these individuals under the LTIP are administered by the Conflicts Committee. The disinterested members of the Board may also grant awards and the Conflicts Committee may delegate, and has delegated in the past, to an executive officer of the general partner the authority to issue awards to non-Section 16 officers of the general partner. Compensation Objectives and Philosophy Because neither we nor our general partner directly employ any of our NEOs, and because our NEOs are compensated by Delek Holdings to manage our business and affairs, we did not provide traditional fixed or discretionary compensation (e.g. salary or bonus) to our NEOs in 2024. However, we believe that our NEOs should have an ongoing stake in our success, that their interests should be aligned with those of our unitholders and that the best interests of our unitholders will be most effectively advanced by enabling our NEOs, who are responsible for our management, growth and success, to receive compensation in the form of long-term incentive awards. Accordingly, our executive compensation program consists of a single element: long-term incentives in the form of awards under the LTIP, which was adopted in connection with our initial public offering and is administered by the Conflicts Committee. The Conflicts Committee’s decisions with respect to the amount of awards made under the LTIP to our NEOs are governed by the following objectives: • to motivate and retain our general partner's key executives; • to align the long-term economic interests of our general partner's executives with those of our unitholders; and • to reward excellence and performance by our general partner's executives that increases the value of our units. Awards may be made under the LTIP to officers, directors and employees of Delek Holdings, our general partner or its affiliates, as well as any consultants or other individuals who perform services for us. Phantom units have been the sole form of award under the LTIP to date, and these awards are accompanied by distribution equivalent rights that provide for a lump sum amount paid in cash on the vesting date that is equal to the accrued distributions from the grant date of the phantom units through the vesting date. In 2024 our executive officers received time-vesting phantom units under the LTIP. Pursuant to the terms of the LTIP, upon the occurrence of an Exchange Transaction (as defined in the LTIP, and generally including a merger, consolidation, acquisition, reorganization or similar extraordinary transaction), the Board may, in its discretion, accelerate the vesting of the phantom units, adjust the terms of any outstanding phantom units, or, in the event of an Exchange Transaction in which our unitholders receive equity of another entity, provide for the conversion of the phantom units into comparable awards for such entity's equity. By providing the potential for immediate value to our NEOs in connection with an Exchange Transaction, this provision aligns our NEOs' interests with those of our unitholders and incentivizes our NEOs to work to maximize the value of our units in the event such a transaction was to occur. For additional detail regarding the amount of compensation our NEOs may be entitled to in the event of their termination or a change-in-control, see “—Potential Payments Upon Termination or Change-In-Control.” 98 | Directors, Executive Officers, Corporate Governance, and Security Ownership Compensation Consultants The Governance and Compensation Committee of the Board retained a compensation consultant with respect to compensation paid to our NEOs or to its non-employee directors in 2024. Perquisites Our general partner does not provide any fringe benefits or perquisites to our NEOs. Unit Ownership Requirements Our general partner does not have express unit ownership requirements. Prohibition Against Speculative Transactions Our general partner's Code of Business Conduct & Ethics, which applies to all executive officers and directors of our general partner, prohibits speculative transactions in our units such as short sales, puts, calls or other similar options to buy or sell our units in an effort to hedge certain economic risks or otherwise. Guidelines for Trades by Insiders We maintain policies that govern trading in our units by officers and directors required to report under Section 16 of the Exchange Act, as well as certain other employees who may have regular access to material non-public information about us. These policies include pre-approval requirements for all trades and periodic trading “black-out” periods designed with reference to our quarterly financial reporting schedule. We also require pre-approval of all trading plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act. To mitigate the potential for abuse, no trades are allowed under a trading plan within 30 days after adoption. In addition, we discourage termination or amendment of trading plans by prohibiting trades under new or amended plans within 90 days following a plan termination or amendment. Compensation Committee Report The members of the Governance and Compensation Committee have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Governance and Compensation Committee recommended to the Board of our general partner that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K. The members of the Governance and Compensation Committee have submitted this Governance and Compensation Committee Report to the Board of Directors as of February 26, 2025: • Ron W. Haddock (Chair) • Sherri A. Brillon • Charles J. Brown, III • Eric D. Gadd 99 | Directors, Executive Officers, Corporate Governance, and Security Ownership 2024 Summary Compensation Table 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 Vice President (Mr. Israel), principal financial officer (Mr. Spiegel), Executive Vice President, General Counsel, and Secretary (Ms. McWatters) and Senior Vice President (Mr. Sakazi). Name and Principal Position (1) Fiscal Year Salary ($) Bonus ($) (2) Unit Awards ($) (3) Option Awards ($) Non-Equity Incentive ($) (4) Other Compensation ($) (5) Total ($) Avigal Soreq, President 2024 — — 874,962 — — — 874,962 2023 — — 874,992 — — — 874,992 2022 — — 499,955 — — — 499,955 Reuven Spiegel, Chief Financial Officer 2024 — — 274,967 — — — 274,967 2023 — — 274,953 — — — 274,953 2022 — — 133,418 — — — 133,418 Joseph Israel Executive Vice President 2024 — — 249,995 — — — 249,995 2023 — — 249,977 — — — 249,977 2022 — — — — — — — Denise McWatters, 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, Senior Vice President (6) 2024 361,928 — 500,380 — — 40,215 902,523 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. Sakazi, because none of our executive officers other than Mr. 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 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. Sakazi, and DKL phantom units, with respect to all NEOs, granted under the 2016 Plan or the LTIP, as applicable. 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 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. (4) Bonus paid under the 2024 AIP Plan for 2024 plan year. (5) For fiscal year 2024, this amount includes matching contributions to the Partnership’s 401(k) Plan in the amount of $38,410 for Mr. Sakazi and group term life insurance premiums of $806 for Mr. Sakazi. For Mr. 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. Mr. Sakazi departed the Partnership on February 12, 2025. Grants of Plan Based Awards in 2024 The following table provides information regarding plan-based awards granted to our NEOs during fiscal year 2024: Estimated Future Payouts Under Equity Incentive Plan Awards (#) (1) All Other Stock Awards: Number of Shares of Units (#) Grant Date Fair Value of Units and Option Awards (2) Name Grant Date Threshold Target Maximum Avigal Soreq 3/10/2024 22,389 (3) 874,962 Reuven Spiegel 3/10/2024 7,036 (3) 274,967 Denise McWatters 3/10/2024 4,477 (3) 174,961 Joseph Israel 3/10/2024 6,397 249,995 Former Executive Officer: Odely Sakazi 3/10/2024 2,358 (4) 62,487 3/10/2024 1,599 (3) 62,489 3/10/2024 472 943 1,886 31,779 3/10/2024 472 943 1,886 32,307 3/10/2024 472 944 1,888 32,370 3/10/2024 943 1,886 3,772 71,857 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. 100 | 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. 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. 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. (3) The amounts in this column reflect the Partnership's common units to be issued upon the vesting of RSUs granted under the Partnership's 2012 Long-Term Incentive Plan. The RSUs vest quarterly for three years, pro rata. (4) The amounts in this column reflect the Delek Holdings shares to be issued upon the vesting of RSUs granted under the 2016 Plan. The RSUs vest quarterly for three years, pro rata. Outstanding Equity Awards at December 31, 2024 The following table provides information regarding the number of outstanding equity awards held by our NEOs at December 31, 2024. Option Awards Unit Awards 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 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 The following table provides information about the vesting of phantom units for our NEOs during fiscal year 2024. Option Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting Value Realized on Vesting 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 The following table discloses the estimated payments and benefits that would be provided by us to each of our NEOs, assuming that each of the triggering events relating to termination of employment or change in control described in their respective employment agreements with Delek Holdings and the LTIP took place on December 31, 2024 and their last day of employment with our general partner or its affiliates was December 31, 2024. Due to a number of factors that affect the nature and amount of any benefits provided upon the events discussed below, actual amounts paid or distributed may differ. Factors that could affect these amounts include the timing during the year of such event and our stock price. Name Termination of Employment Change-In-Control Avigal Soreq $— $— Ezra Uzi Yemin $— $— Reuven Spiegel $— $— Denise McWatters $— $— Odely Sakazi (1) $1,147,769 (2) $2,083,461 (3) (1) Mr. 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. 101 | Directors, Executive Officers, Corporate Governance, and Security Ownership 2012 Long-Term Incentive Plan Under the terms of the LTIP and the applicable awards, phantom units that have not vested at the time the participant’s employment with our general partner or its affiliates terminates will generally be immediately forfeited, unless the Board determines otherwise. In the event of an Exchange Transaction, defined generally under the LTIP to include a merger, consolidation, acquisition or disposition of stock, separation, reorganization, liquidation or other similar event or transaction designated by the Board in which our unitholders receive cash, stock or other property in exchange for or in connection with their units, our NEOs may be entitled, at the discretion of the Board, to the accelerated vesting of phantom units awarded under the LTIP. The LTIP and applicable awards provide that the Board may, in its discretion, (i) accelerate the vesting of the phantom units, (ii) make other adjustments to the terms of the phantom units, or (iii) in the event the Exchange Transaction involves the receipt of equity of another entity in exchange for units, convert the phantom units into comparable awards relating to such entity's equity. Compensation of Directors in 2024 Officers and employees of Delek Holdings or its subsidiaries do not receive additional compensation for services on the Board or its committees. The compensation framework for the Board's other directors during 2024 (Messrs. Brown, Gadd, Green and Haddock and Mses. Brillon and Kelly) (the "Compensated Directors") was determined by the Board. In setting compensation for the Compensated Directors, the Board considers various factors and objectives, including aligning the interests of Compensated Directors with the interests of unitholders and attracting and retaining qualified directors to serve on the Board. From time to time, the Board also engages an independent compensation consultant to provide an analysis of compensation paid to directors of entities considered by the Board to be peers of the Partnership at the time. In November 2022, the Board voted to approve a new compensation structure for non-employee directors, which was effective for fiscal year 2024. This compensation includes a cash retainer for services on the Board and its Committees (and a lead director fee), payable quarterly, and an annual equity award of phantom units under the LTIP that vests semi-annually over a one-year period. The following table shows our non-employee director compensation for 2024, the cash portions of which is paid ratably each quarter: Board of Directors Retainer (Per Year) $85,000 Lead Director Fee (Per Year) $15,000 Target Value for Equity Awards (Per Year) $120,000 Committee Retainers (Per Year): Chair Audit Committee $10,000 Conflicts Committee $7,500 EHS Committee $5,000 Technology Committee $5,000 Governance and Compensation Committee $7,500 In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board and committee meetings. Each director is fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law pursuant to our Partnership Agreement. The following table sets forth a summary of the compensation we paid to the Compensated Directors for service during 2024. Director Compensation Name (1) Fees Earned or Paid in Cash ($) (2) Stock Awards ($) (3) Option Awards ($) All Other Compensation ($) Total ($) Sherri A. Brillon 95,000 119,991 — — 214,991 Charles J. Brown, III 93,125 119,991 — — 213,116 Eric D. Gadd 90,000 119,991 — — 209,991 Frederec C. Green 85,000 119,991 — — 204,991 Ron W. Haddock 107,500 119,991 — — 227,491 Gennifer Kelly 90,000 119,991 — — 209,991 (1) Because they are officers and employees of Delek Holdings or its subsidiaries, Messrs. Soreq, Yemin and Spiegel do not receive any compensation for their service as directors. (2) This column reports the amount of cash compensation earned in 2024 for Board and committee service and the Lead Director Fee. (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. 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 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. Each of Messrs. Brown, Gadd, Haddock and Green and Mses. Kelly and Brillon held 3,047 outstanding phantom units at December 31, 2024. 102 | Directors, Executive Officers, Corporate Governance, and Security Ownership Compensation Committee Interlocks and Insider Participation Messrs. Brown, Gadd and Haddock and Ms. Brillon served on the Governance and Compensation Committee during 2024, and Messrs. Soreq and Spiegel, as well as the Board, assisted the committee with respect to compensation matters. There are no interlocking relationships requiring disclosure pursuant to Item 407(e)(4)(iii) of Regulation S-K. Principal Executive Officer Pay Ratio As discussed above, as a master limited partnership, we have no employees. Rather, all of the employees that conduct our business are employed by our general partner and its non-Partnership affiliates. Moreover, as disclosed above, we did not pay any compensation amounts to our principal executive officer in 2024. As a result, we are unable to provide an estimate of the relationship of the median of the annual total compensation of employees that conduct our business and the annual total compensation of our principal executive officer. We expect the principal executive officer pay ratio disclosure with respect to employees of Delek Holdings, including our NEOs, to be set forth in Delek Holdings’ annual proxy statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 21, 2025 (the "Measurement Date"), (i) the beneficial ownership of our units representing limited partnership interests and Common Stock of Delek Holdings by all directors and director nominees of our general partner, our NEOs and all of our executive officers as a group and (ii) the beneficial ownership of our units representing limited partnership interests by each person known by us to own more than five percent of such units or more than five percent of any class of our units. The amounts and percentage of units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. 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 500, Brentwood, Tennessee 37027. Name of Beneficial Owner (1) Amount, Nature and Percentage of Beneficial Ownership of Common Units (2) Amount and Nature of Beneficial Ownership of Common Stock (2) Delek Logistics Partners, LP Delek US Holdings, Inc. (#) (%) (#) (3) (%) Beneficial Owners of More Than 5% of Units: Delek US Holdings, Inc. (4) 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: Avigal Soreq (5) 24,199 * 157,882 * Ezra Uzi Yemin (6) 210,389 * 1,103,757 1.4 Sherri A. Brillon 9,909 * — * Charles J. Brown, III 14,528 * — * Eric D. Gadd 29,353 * — * Frederec Charles Green 77,595 * 152,918 * Ron W. Haddock 21,259 * 17,517 * Gennifer F. Kelly 10,723 * — * Reuven Spiegel (7) 19,000 * 54,004 * Denise McWatters (8) 7,185 * 43,397 * Joseph Israel (9) 7,152 * 26,240 * Odely Sakazi (10) 4,901 * 3,218 * All directors, all director nominees, all NEOs and all executive officers as a group (12 persons) 436,193 * 1,558,933 1.9 103 | Directors, Executive Officers, Corporate Governance, and Security Ownership * Less than 1% of our issued and outstanding common units of Delek Logistics Partners, LP or issued and outstanding shares of Delek US Holdings, Inc. Common Stock, as applicable. (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. The percentage of our units beneficially owned is based on a total of 53,667,523 common units representing limited partner interests issued and outstanding on the Measurement Date. The percentage ownership of Delek US Holdings, Inc. Common Stock is based on a total of 80,088,759 shares issued and outstanding on the Measurement Date (excluding securities held by or for the account of the registrant or its subsidiaries). For purposes of computing the percentage of outstanding securities held by each person named above, any securities which such person has the right to acquire within 60 days after the Measurement Date are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. (3) For non-qualified stock options (“NQSOs”) and restricted stock units (“RSUs”) under the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan, we report shares equal to the number of RSUs that are vested or that will vest within 60 days of the Measurement Date. (4) Subsidiaries of Delek US Holdings, Inc. hold the common limited partner units. Delek US Energy, Inc. and Delek Logistics Services Company directly held 23,045,868 and 11,065,410 common limited partner units, respectively. Delek US Holdings, Inc. is the ultimate parent of each of these entities and may, therefore, be deemed to beneficially own the units held by each such entity. Delek US Holdings, Inc. 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. the number of shares of Delek US Holdings, Inc. Common Stock includes 21,210 RSUs that will vest within 60 days of the Measurement Date. (6) 162,217 of our units and 817,945 shares of Delek US Holdings, Inc. Common Stock are held of record by Yemin Investments, L.P., a limited partnership of which Mr. Yemin is the sole general partner. The number of our common units owned includes 2,486 phantom units that will vest within 60 days of the Measurement Date. The number of shares of Delek US Holdings, Inc. Common Stock includes 106,021 RSUs that will vest within 60 days of the Measurement Date. (7) The number of shares of Delek US Holdings, Inc. Common Stock includes 9,100 RSUs that will vest within 60 days of the Measurement Date. (8) The number of our common units owned includes 891 phantom units that will vest within 60 days of the Measurement Date. The number of shares of Delek US Holdings, Inc. Common Stock includes 11,205 RSUs that will vest within 60 days of the Measurement Date. (9) The number of our common units owned includes 959 phantom units that will vest within 60 days of the Measurement Date. the number of shares of Delek US Holdings, Inc. Common Stock includes 1,682 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 The following table provides certain information as of December 31, 2024 regarding our general partner's equity compensation plans. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 974,662 N/A 17,472 Equity compensation plans not approved by security holders — N/A — TOTAL 974,662 N/A 17,472 (a) The amounts in column (a) of this table reflect only phantom units that have been granted under the LTIP. No Awards (as defined under the LTIP) have been made other than the phantom units, each of which represent rights to receive (upon vesting and payout) one common unit in the Partnership or an amount of cash equal to the fair market value of such unit. These phantom units vest over one- to five-year service periods from the date of grant. (b) Column (b) of this table is not applicable because phantom units do not have an exercise price. (c) The LTIP was adopted by our general partner in connection with the closing of the initial public offering and provides for the making of certain awards, including common units, restricted units, phantom units, unit appreciation rights and distribution equivalent rights. The LTIP did not require approval by our limited partners. Additionally, the term of the LTIP was extended to June 9, 2031. 104 | Certain Relationships and Related Transactions, and Director Independence ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions As of February 20, 2025, Delek Holdings and its affiliates owned 34,111,278 of our common limited partner units, which represents a 63.6% ownership interest in the Partnership. Certain transactions with Delek Holdings and its affiliated entities are considered to be related party transactions under Item 404 of Regulation S-K because Delek Holdings and its affiliates own more than five percent of our equity interests. In addition, Messrs. Soreq, Spiegel, and Yemin and Ms. McWatters serve as executive officers of both Delek Holdings and our general partner. Distributions and Payments to Delek Holdings Pursuant to our Partnership Agreement, we are required to make quarterly cash distributions of 100% of our "available cash" to limited partners, including Delek Holdings. 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. Acquisitions 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 The Partnership has a number of long-term, fee-based commercial agreements with 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. In return, Delek Holdings commits to minimum monthly throughput volumes of crude oil, intermediate and refined products. 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 our material commercial agreements and other non-contractual arrangements with Delek Holdings during 2024. For a discussion of a third party's involvement in certain of our agreements, see Items 1 and 2. "Business and Properties—Commercial Agreements—Delek Holdings' Crude Oil and Refined Products Intermediation Agreement." Omnibus Agreement The Omnibus Agreement (as defined in Note 4 to our consolidated financial statements) governs a number of important aspects of the Partnership’s business relationship with Delek Holdings. For a more extensive summary of this agreement and its amendment history, see Items 1 and 2. “Business and Properties—Commercial Agreements—Other Agreements with Delek Holdings.” The Omnibus Agreement addresses, among other things, the following matters: • an agreement whereby Delek Holdings will not compete with us under certain circumstances; • 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 105 | 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; • reimbursement to us for certain designated periods of time related to the date of acquisition of the relevant asset for any operating expenses in excess of certain thresholds per year that we incur for inspections, maintenance and repairs to any of the storage tanks contributed to us by Delek Holdings that are necessary to comply with the DOT pipeline integrity rules and certain API storage tank standards; and • 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 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 In addition to the agreements described above, we purchased refined products from Delek Holdings, totaling $349.3 million during the year ended December 31, 2024. We sold RINs in the amount of approximately $7.0 million to Delek Holdings during the year ended December 31, 2024. 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 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 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. 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 DPG Management Agreement during 2024. Procedures for Review, Approval or Ratification of Transactions with Related Party Our Board has adopted a formal written related party transactions policy to establish procedures for the notification, review, approval, ratification and disclosure of related party transactions. The Board reviews this policy annually. For the purposes of this policy, a related party is defined as follows: I. any director or executive officer of our general partner; II. any unitholder owning in excess of 5% of our common units or an affiliate of our general partner; III. any immediate family member of an individual of any such person; IV. any entity in which we have an investment that is accounted for under the equity method of accounting; and V. any entity that is owned or controlled by someone listed in I - IV above or any entity in which someone listed in I - IV above has a substantial ownership interest or control of such entity. Other transactions that are undertaken pursuant to existing agreements and the ongoing performance of which meet criteria prior to filing or approval requirements, a related party transaction under the policy is generally expected to be a transaction in which we are a participant with a related party and which requires disclosure under Item 404 of Regulation S-K. Transactions that are otherwise resolved under Section 7.9 of the Partnership Agreement are not required to be reviewed or approved under the policy. 106 | 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. Pursuant to the policy, the Conflicts Committee of the Board is generally considered the best suited to review related party transactions and has been authorized by the Board to do so. If a related party transaction, that would otherwise require approval under the policy, is not approved prior to entry into such transaction, management may enter into such transaction, subject to ratification by the Board or an authorized committee of the Board. The policy further sets forth certain categories of transactions between the Partnership and its subsidiaries on one hand and Delek Holdings and its subsidiaries on the other hand that are deemed to be approved by the Board and are therefore able to be effected by management of the general partner under the relevant general authorization policies and procedures and after taking into account all relevant facts and circumstances. Additionally, the policy effectively requires that all related party transactions that: I. involve the purchase and sale of products or services that are effected at either (x) cost (including, when relevant, a nominal fee for services) or (y) the then-prevailing market prices that we would pay or charge to third parties ("Market Based Transactions") undertaken outside the ordinary course of business and involve an aggregate amount of more than $2.5 million annually; or II. are not Market Based Transactions and are undertaken outside the ordinary course of business; or III. are not Market Based Transactions and are undertaken within the ordinary course of business and involve an aggregate amount of more than $2.5 million annually be approved by the Board of Directors or an authorized committee thereof. Pursuant to the policy, the Conflicts Committee is generally the best suited to review these transactions and it is expected they will be the committee that does so. The Board has also adopted a written code of business conduct and ethics, under which a director or officer of the general partner or of any of our subsidiaries would be expected to bring to the attention of the Audit Committee or the Board or the general partner's General Counsel, any conflict or potential conflict of interest that may arise between such party, on the one hand, and us, on the other hand. 107 | Principal Accountant Fees and Services ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit fees Audit fees of $1,489,000 and $968,600 paid for the services of Ernst & Young LLP during fiscal years 2024 and 2023, respectively, include services related to the audits of our consolidated financial statements and internal controls over financial reporting, reviews of our quarterly condensed consolidated financial statements and audit services provided in connection with acquisitions, investments and regulatory filings. Fees and expenses are for services in connection with the audit of our fiscal years ended 2024 and 2023, regardless of when the fees and expenses were paid. Audit-related fees No audit-related fees were paid for the services of Ernst & Young LLP during fiscal years 2024 and 2023. Tax Fees and All Other Fees No tax fees or other fees were paid for the services of Ernst & Young LLP during fiscal years 2024 and 2023. All of the fees described above were approved in accordance with the Audit Committee pre-approval policy described below. Pre-Approval Policies and Procedures In general, all engagements performed by our independent registered public accounting firm, whether for auditing or non-auditing services, must be pre-approved by the Audit Committee. The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other non-audit services that may be provided by the independent registered public accounting firm to the Partnership. The policy (a) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the independent registered public accounting firm’s independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and the non-audit services that are prohibited; and (c) sets forth pre-approval requirements for all permitted services. During the years ended 2024 and 2023, all of the services performed for us by Ernst & Young LLP were pre-approved by the Audit Committee. 108 | Exhibits and Financial Statement Schedules PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Certain Documents Filed as Part of this Annual Report on Form 10-K: 1. Financial Statements. The accompanying Index to Financial Statements on page F-1 of this Annual Report on Form 10-K is provided in response to this item. 2. List of Financial Statement Schedules. All schedules are omitted because the required information is either not present, not present in material amounts or included within the Consolidated Financial Statements. 3. Exhibits - See below. 101 | Exhibits and Financial Statement Schedules EXHIBITS Exhibit No. Description 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 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). 2.3 Throughput and Deficiency Agreement, dated as of March 31, 2020, by and between Lion Oil Trading & Transportation, LLC and DKL Permian Gathering, LLC (incorporated by reference to Exhibit 10.1 of the Partnership's Form 8-K filed on April 6, 2020). 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 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 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. 333-182631) filed on July 12, 2012). 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 (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. Bank, N.A. (incorporated by reference to Exhibit 4.1 of the Partnership’s Form 8-K filed on May 25, 2021). 4.3 Form of 7.125% Senior Note due 2028 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Partnership’s Form 8-K filed on May 25, 2021). 4.4 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 4.9 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). 4.6 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. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.6 to the Partnership's Form 8-K filed on November 7, 2012, SEC File No. 001-35721). 10.2 First Amendment to Marketing Agreement, dated July 26, 2013, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on November 3, 2016). 10.3 Second Amendment to Marketing Agreement, dated as of December 19, 2016, but effective as of October 1, 2016, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-K filed on February 28, 2017). 102 | 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). 10.8 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. (incorporated by reference to Exhibit 10.4 to the Partnership’s Form 10-Q filed on May 8, 2015). 10.12 Amended and Restated Site Services Agreement (El Dorado Terminal and Tankage), dated as of March 31, 2015, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.5 to the Partnership’s Form 10-Q filed on May 8, 2015). 10.13 Big Spring Asphalt Services Agreement, 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 10.2 to the Partnership’s Form 8-K filed on March 26, 2018). 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). 10.16 ++ Amended and Restated Limited Liability Company Agreement of Caddo Pipeline LLC, dated March 20, 2015, by and between Plains Pipeline, L.P. and DKL Caddo, LLC (incorporated by reference to Exhibit 10.7 to the Partnership’s Form 10-Q filed on May 8, 2015). 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). 10.18 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; 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 10.1 of the Partnership’s Form 8-K filed on October 17, 2022). 10.19 Assignment and Assumption Agreement and Guaranty, dated as of March 22, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, Delek Logistics Operating, LLC, Lion Oil Company, LLC, and Delek US Energy, Inc. (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 10-Q filed on November 8, 2022). 10.20 Partial Assignment and Assumption Agreement, dated as of March 23, 2022, by and among Lion Oil Company, LLC, DK Trading & Supply, LLC, and the Partnership (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 10-Q filed on November 8, 2022). 10.21 Omnibus Assignment and Assumption Agreement, dated as of September 12, 2022, by and among Alon USA, LP, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.3 of the Partnership’s Form 10-Q filed on November 8, 2022). 10.22 Omnibus Assignment and Assumption Agreement, dated as of September 12, 2022, by and among Lion Oil Company, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.4 of the Partnership’s Form 10-Q filed on November 8, 2022). 10.23 Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Delek Refining Ltd., DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.5 of the Partnership’s Form 10-Q filed on November 8, 2022). 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). 103 | 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). 10.27 # 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. 333-256954) filed on June 10, 2021). 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). 10.34 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; 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 10.1 to the Partnership’s Form 10-Q filed on November 8, 2023). 10.36 Second 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; 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 10.2 to the Partnership’s Form 10-Q filed on November 8, 2023). 10.37 Third 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; 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 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. 22.1 # Subsidiary Guarantors of Delek Logistics Partners LP. 23.1 # Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP). 23.2 # Consent of Independent Public Accounting Firm (Weaver and Tidwell, L.L.P.). 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. 104 | 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. 32.1 ## Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ## Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. Weaver and Tidwell, L.L.P. (PCAOB ID: 410) - Houston, Texas 101 < The following materials from Delek Logistics Partners, LP's Annual Report on Form 10-K for the annual period ended December 31, 2024, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2024 and 2023; (ii) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of Changes in Partners’ Equity for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (v) Notes to Consolidated Financial Statements. 104 The cover page from Delek Logistics Partners, LP's Annual Report on Form 10-K for the annual period ended December 31, 2024, has been formatted in Inline XBRL. * Management contract or compensatory plan or arrangement. # Filed herewith. ## Furnished herewith. ++ Confidential treatment has been requested and granted with respect to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Omitted portions have been filed separately with the Securities and Exchange Commission. < Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. 105 | Exhibits and Financial Statement Schedules Delek Logistics Partners, LP Consolidated Financial Statements As of December 31, 2024 and 2023 and For Each of the Three Years Ended December 31, 2024, 2023 and 2022 INDEX TO FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 2 Audited Financial Statements: Consolidated Balance Sheets F- 5 Consolidated Statements of Income and Comprehensive Income F- 6 Consolidated Statements of Partners' Equity (Deficit) F- 7 Consolidated Statements of Cash Flows F- 8 Notes to Consolidated Financial Statements F- 9 All other financial schedules are not required under related instructions, or are inapplicable and therefore have been omitted. F-1 | Report of Independent Registered Public Accounting Firm To the Unitholders of Delek Logistics Partners, LP and the Board of Directors of Delek Logistics GP, LLC Opinion on the 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. generally accepted accounting principles. We did not audit the financial statements of Red River Pipeline Company LLC, an entity in which the Partnership has a 33% interest. 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 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. Basis for Opinion These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. F-2 | 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 We have served as the Partnership’s auditor since 2012. Nashville, Tennessee February 26, 2025 F-3 | Report of Independent Registered Public Accounting Firm To the Unitholders of Delek Logistics Partners, LP and the Board of Directors of Delek Logistics GP, LLC Opinion on Internal Control over Financial Reporting We have audited Delek Logistics Partners, LP’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) (the COSO criteria). 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. 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 The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 or procedures may deteriorate. /s/ Ernst & Young LLP Nashville, Tennessee February 26, 2025 F-4 | Financial Statements Delek Logistics Partners, LP Consolidated Balance Sheets thousands, except unit and per unit data) December 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 5,384 $ 3,755 Accounts receivable 54,725 41,131 Accounts receivable from related parties 33,313 28,443 Lease receivable - affiliate 22,783 — Inventory 5,427 2,264 Other current assets 24,260 676 Total current assets 145,892 76,269 Property, plant and equipment: Property, plant and equipment 1,375,391 1,320,510 Less: accumulated depreciation ( 311,070 ) ( 384,359 ) Property, plant and equipment, net 1,064,321 936,151 Equity method investments 317,152 241,337 Customer relationship intangibles, net 186,911 181,336 Marketing contract intangible, net — 102,155 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 Total assets $ 2,041,559 $ 1,642,246 LIABILITIES AND DEFICIT Current liabilities: Accounts payable $ 41,380 $ 26,290 Current portion of long-term debt — 30,000 Interest payable 30,665 5,805 Excise and other taxes payable 6,764 10,321 Current portion of operating lease liabilities 5,340 6,697 Accrued expenses and other current liabilities 4,629 11,477 Total current liabilities 88,778 90,590 Non-current liabilities: Long-term debt, net of current portion 1,875,397 1,673,789 Operating lease liabilities, net of current portion 6,004 8,335 Asset retirement obligations 15,639 10,038 Other non-current liabilities 20,213 21,363 Total non-current liabilities 1,917,253 1,713,525 Equity (Deficit): Common unitholders - public; 17,374,618 units issued and outstanding at December 31, 2024 ( 9,299,763 at December 31, 2023) 440,957 160,402 Common unitholders - Delek Holdings; 34,111,278 units issued and outstanding at December 31, 2024 ( 34,311,278 at December 31, 2023) ( 405,429 ) ( 322,271 ) 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 F-5 | Financial Statements Delek Logistics Partners, LP Consolidated Statements of Income and Comprehensive Income (In thousands, except unit and per unit data) Year Ended December 31, 2024 2023 2022 Net revenues Affiliate (1) $ 517,782 $ 563,803 $ 479,411 Third party 422,854 456,606 556,996 Net revenues 940,636 1,020,409 1,036,407 Cost of sales: Cost of materials and other - affiliate (1) 349,321 396,333 496,184 Cost of materials and other - third party 134,414 136,294 145,179 Operating expenses (excluding depreciation and amortization presented below) 122,020 115,682 85,438 Depreciation and amortization 91,135 87,136 60,210 Total cost of sales 696,890 735,445 787,011 Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 714 2,419 2,869 General and administrative expenses 35,944 24,766 34,181 Depreciation and amortization 5,240 5,248 2,778 Impairment of goodwill — 14,848 — 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 income ( 47,792 ) — — Interest expense 150,960 143,244 82,304 Income from equity method investments ( 43,301 ) ( 31,433 ) ( 31,683 ) Other income, net ( 205 ) ( 303 ) ( 373 ) Total non-operating expenses, net 59,662 111,508 50,248 Income before income tax expense 143,164 127,441 159,434 Income tax expense 479 1,205 382 Net income 142,685 126,236 159,052 Comprehensive income 142,685 126,236 159,052 Less: 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: Basic $ 2.99 $ 2.90 $ 3.66 Diluted $ 2.99 $ 2.89 $ 3.66 Weighted average limited partner units outstanding: Basic 47,452,138 43,583,938 43,487,910 Diluted 47,479,248 43,611,314 43,511,650 (1) See Note 4 for a description of our material affiliate revenue and purchases transactions. See accompanying notes to the consolidated financial statements F-6 | Financial Statements Delek Logistics Partners, LP Consolidated Statements of Partners' Equity (Deficit) (in thousands) Common - Public Common - Delek Holdings Total Preferred Balance at December 31, 2021 $ 166,067 $ ( 270,059 ) $ ( 103,992 ) $ — Cash distributions (1) ( 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 — Balance at December 31, 2022 172,119 ( 282,819 ) ( 110,700 ) — Cash distributions (1) ( 38,491 ) ( 141,534 ) ( 180,025 ) — Net income 26,857 99,379 126,236 — Other ( 83 ) 2,703 2,620 — Balance at December 31, 2023 160,402 ( 322,271 ) ( 161,869 ) — Cash distributions (1) ( 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 — Balance at December 31, 2024 $ 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 F-7 | Financial Statements Delek Logistics Partners, LP Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net income $ 142,685 $ 126,236 $ 159,052 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 96,375 92,384 62,988 Non-cash lease expense 8,112 9,549 16,254 Amortization of marketing contract intangible 4,206 7,211 7,211 Amortization of deferred revenue ( 3,038 ) ( 1,755 ) ( 1,775 ) Amortization of deferred financing costs and debt discount 5,230 6,327 3,872 Impairment of Goodwill — 14,848 — Income from equity method investments ( 43,301 ) ( 31,433 ) ( 31,683 ) 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 Changes in assets and liabilities: Accounts receivable ( 6,950 ) 21,570 ( 9,071 ) Inventories and other current assets ( 620 ) ( 131 ) 2,233 Accounts payable and other current liabilities 8,535 ( 20,729 ) 18,564 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 ) Net cash provided by operating activities 206,339 225,319 192,168 Cash flows from investing activities: Asset acquisitions from Delek Holdings ( 83,903 ) — — Purchases of property, plant and equipment ( 129,040 ) ( 96,101 ) ( 141,098 ) Proceeds from sales of property, plant and equipment 9,875 1,717 143 Purchases of intangible assets ( 2,753 ) ( 4,247 ) ( 5,597 ) Business combinations ( 182,535 ) — ( 625,622 ) Distributions from equity method investments 4,277 9,002 1,737 Equity method investment contributions ( 500 ) — — Net cash used in investing activities ( 384,579 ) ( 89,629 ) ( 770,437 ) Cash flows from financing activities: 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 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 ) 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 ) 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 Cash and cash equivalents at the end of the period $ 5,384 $ 3,755 $ 7,970 Year Ended December 31, 2024 2023 2022 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 117,299 $ 136,420 $ 78,148 Income taxes $ — $ 20 $ 43 Non-cash investing activities: 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: Non-cash lease liability arising from obtaining right of use assets during the period $ 3,665 $ 4,966 $ 12,717 See accompanying notes to the consolidated financial statements F-8 | Notes to the Consolidated Financial Statements Delek Logistics Partners, LP Notes to the Consolidated Financial Statements 1. General Organization As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner"). 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 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"). 2. Accounting Policies Basis of Presentation Our consolidated financial statements include the accounts of the Partnership and its subsidiaries. We have evaluated subsequent events through the filing of this Annual Report on Form 10-K. Any material subsequent events that occurred during this time have been properly recognized or disclosed in our financial statements. Use of Estimates The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain prior period amounts have been reclassified in order to conform to the current period presentation. Segment Reporting We are an energy business focused on crude oil, natural gas, intermediate and refined products pipeline and storage activities and wholesale marketing, terminalling and offloading activities as well as water disposal and recycling. Management reviews operating results in four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investments in pipeline joint ventures. 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. • The storage and transportation segment provides crude oil, intermediate and refined products transportation and storage services to Delek Holdings' refining operations and independent third parties. • The investments in pipeline joint ventures segment include the Partnership's joint ventures investments discussed in Note 13. Segment reporting is discussed in more detail in Note 14. F-9 | Notes to Consolidated Financial Statements Cash and Cash Equivalents We maintain cash and cash equivalents in accounts with large U.S. financial institutions. Any highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. Accounts Receivable Accounts receivable primarily consists of trade receivables generated in the ordinary course of business. We perform on-going credit evaluations of our customers and generally do not require collateral on accounts receivable. Allowance for doubtful accounts is based on a combination of historical experience and specific identification methods. Delek Holdings accounted for more than 10 % of our consolidated accounts receivable balance as of December 31, 2024 and 2023. Inventory 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. We are not subject to concentration risk with specific suppliers, since our refined products inventory purchases are commodities that are readily available from a large selection of suppliers. Property, Plant and Equipment Property, plant and equipment primarily consists of crude oil pipelines, tanks, terminals and gathering systems, and trucking assets. We also capitalize interest on capital projects. Property and equipment is stated at the lower of historical cost less accumulated depreciation, or fair value, if impaired. Assets acquired in conjunction with business acquisitions are recorded at estimated fair market value in accordance with the purchase method of accounting as prescribed in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Acquisitions of net assets that do not constitute a business are accounted for by allocating the cost of the acquisition to individual assets acquired and liabilities assumed on a relative fair value basis and shall not give rise to goodwill as prescribed in ASC 805. Betterments, renewals and extraordinary repairs that extend the life of an asset are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over management’s estimated useful lives of the related assets. The estimated useful lives are as follows: Years Buildings and building improvements 15 - 40 Pipelines, tanks and terminals 10 - 40 Other equipment 3 - 15 Other Intangible Assets Other intangible assets acquired in a business combination and determined to be finite-lived are amortized over their respective estimated useful lives. 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 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 Property, plant and equipment and intangibles are evaluated for impairment whenever indicators of impairment exist. In accordance with ASC 360, Property, Plant and Equipment and ASC 350, Intangibles - Goodwill and Other , we evaluate the realizability of these long-lived assets as events occur that might indicate potential impairment. In doing so, we assess whether the carrying amount of the asset is recoverable by estimating the sum of the future cash flows expected to result from the use of the asset, undiscounted and without interest charges. If the carrying amount is more than the recoverable amount, an impairment charge must be recognized based on the fair value of the asset. F-10 | Notes to Consolidated Financial Statements Goodwill and Potential Impairment Goodwill in an acquisition represents the excess of the aggregate purchase price over the fair value of the identifiable net assets. Goodwill is reviewed at least annually during the fourth quarter for impairment, or more frequently if indicators of impairment exist, such as disruptions in our business, unexpected significant declines in operating results or a sustained market capitalization decline. Goodwill is evaluated for impairment by comparing the carrying amount of the reporting unit to its estimated fair value. In accordance with Accounting Standards Updates ("ASU") 2017-04, Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment, g oodwill impairment charge is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. In assessing the recoverability of goodwill, assumptions are made with respect to future business conditions and estimated expected future cash flows to determine the fair value of a reporting unit. We may consider inputs such as a market participant weighted average cost of capital, gross margin, capital expenditures and long-term growth rates based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates. We may also consider a market approach in determining or corroborating the fair values of the reporting units using a multiple of expected future cash flows, such as those used by third-party analysts, which is also subject to significant judgment and estimates. If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required. A significant risk to our future results and the potential future impairment of goodwill is the volatility of the crude oil and the refined product markets which is often unpredictable and may negatively impact our results of operations in ways that cannot be anticipated and that are beyond management's control. We may also elect to perform a qualitative impairment assessment of goodwill balances. The qualitative assessment permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount. If a company concludes that, based on the qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company is required to perform the quantitative impairment test. 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. 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. Business Combinations 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 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; the cost approach, which requires estimates of replacement costs and depreciation and obsolescence estimates; and the market approach which uses market data and adjusts for entity-specific differences. We use all available information to make these fair value determinations and engage third-party consultants for valuation assistance. The estimates used in determining fair values are based on assumptions believed to be reasonable but which are inherently uncertain. Accordingly, actual results may differ materially from the projected results used to determine fair value. Equity Method Investments For equity investments that are not required to be consolidated under the variable or voting interest model, we evaluate the level of influence we are able to exercise over an entity’s operations to determine whether to use the equity method of accounting. Our judgment regarding the level of influence over an equity method investment includes considering key factors such as our ownership interest, participation in policy-making and other significant decisions and material intercompany transactions. Equity investments for which we determine we have significant influence are accounted for as equity method investments. Amounts recognized for equity method investments are included in equity method investments in our consolidated balance sheets and adjusted for our share of the net earnings and losses of the investee, dividends received and cash distributions from the investee, which are separately stated in our consolidated statements of income and comprehensive income and our consolidated statements of cash flows. The carrying value of each equity method investment is evaluated for impairment when conditions exist that indicate it is more likely than not that an impairment may have occurred, which may include the loss of a key contract, lack of sustained earnings or a deterioration of market conditions, among others. When impairment triggers are present, the fair value of the equity method investment is estimated using the income approach and the market approach. The income approach utilizes a discounted cash flow model incorporating management’s expectations of the investee’s future revenue (including the throughput barrel per day sold and related reduced tariff rates), operating expenses and earnings before interest, taxes, depreciation and amortization, capital expenditures and an anticipated tax rate (“EBITDA”), the estimated long term growth rate and weighted average cost of capital (“WACC”) as the discount rate. The market approach uses estimated EBITDA multiples for guideline comparable companies to estimate the fair value of the equity method investment. An impairment loss is recorded in earnings in the current period if a decline in the value of an equity method investment is determined to be other than temporary. There were no impairment losses recorded on equity method investments for the years ended December 31, 2024, 2023 or 2022. Equity method investments are reported as part of the investments in pipeline joint ventures segment. See Note 13 for further information on our equity method investments. F-11 | 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 The fair values of financial instruments are estimated based upon current market conditions and quoted market prices for the same or similar instruments. Management estimates that the carrying value approximates fair value for all of our assets and liabilities that fall under the scope of ASC 825, Financial Instruments ("ASC 825"), with the exception of our fixed rate debt. Environmental Expenditures It is our policy to accrue environmental and clean-up related costs of a non-capital nature when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Environmental liabilities represent the current estimated costs to investigate and remediate contamination at sites where we have environmental exposure. This estimate is based on assessments of the extent of the contamination, the selected remediation technology and review of applicable environmental regulations, typically considering estimated activities and costs for 15 years, and up to 30 years if a longer period is believed reasonably necessary. Such estimates may require judgment with respect to costs, time frame and extent of required remedial and clean-up activities. Accruals for estimated costs from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and include, but are not limited to, costs to perform remedial actions and costs of machinery and equipment that are dedicated to the remedial actions and do not have an alternative use. Such accruals are adjusted as further information develops or circumstances change. We discount environmental liabilities to their present value if payments are fixed or reliably determinable. Expenditures for equipment necessary for environmental issues relating to ongoing operations are capitalized. Estimated recoveries of costs from other parties are recorded on an undiscounted basis as assets when their realization is deemed probable. See Note 15 for further information on crude oil releases impacting our properties and related accruals. Asset Retirement Obligations We recognize liabilities which represent the fair value of a legal obligation to perform asset retirement activities, including those that are conditional on a future event, when the amount can be reasonably estimated. These obligations are related to the required cleanout of our pipelines and terminal tanks and removal of certain above-grade portions of our pipelines situated on right-of-way property. The reconciliation of the beginning and ending carrying amounts of asset retirement obligations as of December 31, 2024 and 2023 is as follows (in thousands): December 31, 2024 2023 Beginning balance $ 10,038 $ 9,333 Acquisition 4,852 — Liabilities settled ( 171 ) — Accretion expense 920 705 Ending balance $ 15,639 $ 10,038 In order to determine fair value, management must make certain estimates and assumptions including, among other things, projected cash flows, a credit-adjusted risk-free rate and an assessment of market conditions that could significantly impact the estimated fair value of the asset retirement obligation. Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or by providing services to a customer. Service, Product and Lease Revenues. Revenues for products sold are generally recognized upon delivery of product, which is when title and control of the product is transferred. Transaction prices for these products are typically at market rates for the product at the time of delivery. Service revenues are recognized as crude oil, intermediate and refined products are shipped through, delivered by or stored in our pipelines, trucks, terminals and storage facility assets, as applicable. We do not recognize product revenues for these services, as the product does not represent a promised good in the context of ASC 606, Revenue from Contracts with Customers ("ASC 606"). All service revenues are based on regulated tariff rates or contractual rates. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. 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. F-12 | 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 and Note 16 for further information. Up-Front payments to Customers. We record up-front payments to customers in accordance with ASC 606. We evaluate the nature of each payment, the rights and obligations under the related contract, and whether the payment meets the definition of an asset. When an asset is recognized for an up-front payment to a customer, the asset is amortized, as a reduction of revenue, in a manner that reflects the pattern and period over which the asset is expected to provide benefit. Revenues Related to Reimbursements. In addition to the agreements noted above, we have cost reimbursement provisions in certain of our agreements with Delek Holdings and third-parties that provide for reimbursement to the Partnership for certain costs, including certain capital expenditures. Such reimbursements are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. 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, 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. These costs primarily include outside services, allocated employee costs, repairs and maintenance costs and energy and utility costs. 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 statements of income and disclosed by reportable segment in Note 14. Deferred Financing Costs Deferred financing costs are included in other non-current assets in the accompanying consolidated balance sheets and represent expenses related to issuing and amending our revolving credit facility. Deferred financing costs associated with our term loan facilities are included as a reduction to the associated debt balance in the accompanying consolidated balance sheets. These costs represent expenses related to issuing our long-term debt and obtaining our lines of credit. 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. Leases 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 noncancelable operating leases primarily associated with rights-of-way and transportation equipment. Certain leases also include options to purchase the leased equipment. Certain of our lease agreements include rates based on equipment usage. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For all leases that include fixed rental rate increases, these are included in our fixed lease payments. Our leases may include variable payments, based on changes on price or other indices, which are expensed as incurred. We calculate the total lease expense for the entire noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised, and record lease expense on a straight-line basis in the accompanying consolidated statements of income. Accordingly, a lease liability is recognized for these leases and is calculated to be the present value of the fixed lease payments, as defined by ASC 842-20, using a discount rate based on our incremental borrowing rate. 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 F-13 | 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. Income Taxes 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. Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. 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"). We are subject to income taxes in certain states that do not follow the federal tax treatment of partnerships. These taxes are accounted for under the provisions of ASC 740, Income Taxes ("ASC 740"). This statement generally requires the Partnership to record deferred income taxes for the differences between the book and tax bases of its assets and liabilities, which are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income tax expense or benefit represents the net change during the year in our deferred income tax assets and liabilities, exclusive of the amounts held in other comprehensive income. GAAP requires management to evaluate uncertain tax positions taken by the Partnership. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Partnership, and has concluded that there are no uncertain positions taken or expected to be taken. The Partnership is subject to routine audits by taxing jurisdictions . Allocations of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Net Income per Limited Partner Unit Basic net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common units. Refer to Notes 6 and 11 for further discussion. 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, the only potentially dilutive units outstanding consist of unvested phantom units. Comprehensive Income Comprehensive income for the years ended December 31, 2024, 2023 and 2022 was equivalent to net income. New Accounting Pronouncements Adopted During 2024 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): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). 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 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 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. F-14 | 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 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 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. 3. Acquisitions 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. F-15 | Notes to Consolidated Financial Statements Determination of Purchase Price The table below presents the estimated purchase price (in thousands): Base purchase price: $ 230,000 Less: Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement) ( 2,596 ) Plus: various closing adjustments 2,331 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 preliminary fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in thousands): Assets acquired: Accounts receivables $ 6,644 Inventories 2,448 Other current assets 879 Property, plant and equipment 174,548 Operating lease right-of-use assets 2,058 Customer relationship intangible (1) 24,229 Other intangibles (1) 33,268 Other non-current assets 21 Total assets acquired 244,095 Liabilities assumed: Accounts payable 1,833 Accrued expenses and other current liabilities 7,178 Current portion of operating lease liabilities 278 Asset retirement obligations 4,852 Operating lease liabilities, net of current portion 219 Total liabilities assumed 14,360 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. F-16 | 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, 2024 2023 (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 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. F-17 | Notes to Consolidated Financial Statements 4. Related Party Transactions Commercial Agreements The Partnership has a number of long-term, fee-based commercial agreements with 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. Most of these agreements have an initial term ranging from five to ten years , which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. 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. 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 In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings: Omnibus Agreement The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended, the "Omnibus Agreement"). 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. 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. 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. As of December 31, 2024 and 2023, there was no receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expenses. There were no reimbursements for these matters during the years ended December 31, 2024, 2023 and 2022. Other Agreements Our general partner operates our business on our behalf and is entitled under our Partnership Agreement to be reimbursed for the cost of providing those services, which include certain labor related costs. We and our subsidiaries paid Delek Holdings approximately $ 42.3 million, $ 31.0 million and $ 34.6 million pursuant to the Partnership Agreement during the years ended December 31, 2024, 2023 and 2022, respectively. These amounts are included in operating expenses in the accompanying consolidated statements of income and comprehensive income. F-18 | Notes to Consolidated Financial Statements Other Transactions 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 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 oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2024. Total fees paid to the Partnership were $ 1.5 million, $ 1.6 million and $ 1.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, which are recorded in affiliate revenue in our consolidated statements of income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties. Delek Holdings Unit Sale to Public On December 22, 2021, Delek Holdings issued a press release regarding a program to sell up to 434,590 common limited partner units representing limited partner interests in the Partnership. 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 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 Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. 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. A summary of revenue, purchases from affiliates and expense transactions with Delek Holdings and its affiliates are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Revenues $ 517,782 $ 563,803 $ 479,411 Purchases from Affiliates $ 349,321 $ 396,333 $ 496,184 Interest income from sales-type leases $ 47,709 $ — $ — Operating and maintenance expenses $ 64,778 $ 64,636 $ 53,803 General and administrative expenses $ 12,040 $ 14,908 $ 13,565 F-19 | Notes to Consolidated Financial Statements Quarterly Cash Distribution Date of Distribution Distributions paid to Delek Holdings (in thousands) February 12, 2024 $ 36,198 May 15, 2024 36,713 August 14, 2024 37,181 November 14, 2024 37,523 Total $ 147,615 February 9, 2023 $ 34,998 May 15, 2023 35,169 August 14, 2023 35,512 November 13, 2023 35,855 Total $ 141,534 February 8, 2022 $ 33,829 May 12, 2022 33,625 August 11, 2022 33,797 November 10, 2022 33,968 Total $ 135,219 5. Revenues 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 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; 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, 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. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. Delek Holdings, directly or indirectly, accounted for 55.0 %, 55.3 % and 46.3 % of our total revenues for the years ended December 31, 2024, 2023 and 2022, respectively. The majority of our commercial agreements with Delek Holdings meet the definition of a lease because: (1) performance of the contracts is dependent on specified property, plant or equipment and (2) it is remote that one or more parties other than Delek Holdings will take more than a minor amount of the output associated with the specified property, plant or equipment. The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands): Year Ended December 31, 2024 Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated Service Revenue - Third Party $ 75,353 $ — $ 8,879 $ 84,232 Service Revenue - Affiliate (1) 14,111 23,857 54,869 92,837 Product Revenue - Third Party 108,603 230,019 — 338,622 Product Revenue - Affiliate 16,548 131,881 — 148,429 Lease Revenue - Affiliate 150,104 65,765 60,647 276,516 Total Revenue $ 364,719 $ 451,522 $ 124,395 $ 940,636 F-20 | Notes to Consolidated Financial Statements Year Ended December 31, 2023 Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated Service Revenue - Third Party $ 60,471 $ — $ 11,329 $ 71,800 Service Revenue - Affiliate (1) 9,730 48,618 55,691 114,039 Product Revenue - Third Party 98,102 286,704 — 384,806 Product Revenue - Affiliate 15,699 122,969 — 138,668 Lease Revenue - Affiliate 187,108 47,410 76,578 311,096 Total Revenue $ 371,110 $ 505,701 $ 143,598 $ 1,020,409 Year ended December 31, 2022 Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated Service Revenue - Third Party $ 29,199 $ — $ 21,614 $ 50,813 Service Revenue - Affiliate (1) 16,458 32,593 — 49,051 Product Revenue - Third Party 90,383 415,800 — 506,183 Product Revenue - Affiliate 52,692 90,298 — 142,990 Lease Revenue - Affiliate 116,695 50,193 120,482 287,370 Total Revenue $ 305,427 $ 588,884 $ 142,096 $ 1,036,407 (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. Our unfulfilled performance obligations as of December 31, 2024 were as follows (in thousands): 2025 $ 218,931 2026 200,432 2027 200,432 2028 154,123 2029 and thereafter 265,462 Total expected revenue on remaining performance obligations $ 1,039,380 6. Net Income per Unit 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. F-21 | Notes to Consolidated Financial Statements The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts): Year Ended December 31, 2024 2023 2022 Net income $ 142,685 $ 126,236 $ 159,052 Less: 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 Dilutive effect of unvested phantom units 27,110 27,376 23,740 Weighted average limited partner units outstanding, diluted 47,479,248 43,611,314 43,511,650 Net income per limited partner unit: Basic $ 2.99 $ 2.90 $ 3.66 Diluted (1) $ 2.99 $ 2.89 $ 3.66 (1) There were 18,945 , 41,790 and 7,511 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the years ended December 31, 2024, 2023 and 2022, respectively. 7. Property, Plant and Equipment Property, plant and equipment, at cost, consist of the following (in thousands): December 31, 2024 2023 Land $ 17,052 $ 17,367 Building and building improvements 5,072 5,072 Pipelines, tanks and terminals 1,197,615 1,228,676 Asset retirement obligation assets 2,073 2,073 Other equipment 27,426 27,604 Construction in progress 126,153 39,718 Property, plant and equipment 1,375,391 1,320,510 Less: accumulated depreciation ( 311,070 ) ( 384,359 ) 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. F-22 | Notes to Consolidated Financial Statements 8. Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired and is not amortized. We perform an annual assessment of whether goodwill retains its value. This assessment is done more frequently if indicators of potential impairment exist. 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. Our 2023 testing of goodwill did not identify any impairments other than our Delaware Gathering reporting unit, which reported a goodwill impairment charge of $ 14.8 million. 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, 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 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. 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 December 31, 2022 $ 19,003 $ 7,499 $ 549 $ 27,051 Goodwill Impairment ( 14,848 ) — — ( 14,848 ) December 31, 2023 4,155 7,499 549 12,203 December 31, 2024 $ 4,155 $ 7,499 $ 549 $ 12,203 9. Other Intangible Assets Our identifiable intangible assets are as follows (in thousands): As of December 31, 2024 As of December 31, 2023 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization: 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 Rights-of-way assets 8 - 35 years 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: Rights-of-way assets Indefinite 76,965 76,965 45,722 45,722 Total $ 330,863 $ ( 49,405 ) $ 281,458 $ 414,833 $ ( 71,806 ) $ 343,027 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. F-23 | 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 10. Long-Term Obligations Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands): December 31, 2024 December 31, 2023 DKL Revolving Facility $ 435,400 $ 780,500 DKL Term Facility — 281,250 2029 Notes 1,050,000 — 2028 Notes 400,000 400,000 2025 Notes — 250,000 Principal amount of long-term debt 1,885,400 1,711,750 Less: 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 Less: Current portion of long-term debt and notes payable — 30,000 Long-term debt, net of current portion $ 1,875,397 $ 1,673,789 DKL Credit Facility 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, 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 bore 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 F-24 | 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. We believe we were in compliance with all covenant requirements as of December 31, 2024. Under the financial covenants in the DKL Credit Facility, the Partnership cannot: • 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; • 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; and • 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. 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 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 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. 2029 Notes 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. F-25 | 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. 2028 Notes On May 24, 2021, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") issued $ 400.0 million in aggregate principal amount of 7.125 % senior notes due 2028 (the "2028 Notes") at par, pursuant to an indenture with U.S. Bank, National Association as trustee. The 2028 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 2028 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 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. 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, 2024, the effective interest rate was 7.38 %. 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. 2025 Notes 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): Year Ended December 31, Total 2025 $ — 2026 — 2027 435,400 2028 400,000 2029 1,050,000 Thereafter — Total $ 1,885,400 F-26 | Notes to Consolidated Financial Statements 11. Equity 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. The Equity Distribution Agreement provides us the right, but not the obligation, to sell common units in the future, at prices we deem appropriate. The net proceeds from any sales under this agreement will be used for general partnership purposes. For the year ended December 31, 2022, we sold 59,192 common units under the Equity Distribution Agreement for net proceeds of $ 3.1 million. Underwriting discounts were immaterial. Equity Activity The table below summarizes the changes in the number of units outstanding from December 31, 2022 through December 31, 2024. Common - Public Common - Delek Holdings Total Balance at December 31, 2021 8,774,053 34,696,800 43,470,853 Delek Holdings resale of units 385,522 ( 385,522 ) — Unit-based compensation awards (1) 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 Unit-based compensation awards (1) 42,458 — 42,458 Balance at December 31, 2023 9,299,763 34,311,278 43,611,041 Unit-based compensation awards (1) 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 (1) Unit-based compensation awards are presented net of 24,056 , 18,694 and 12,224 units withheld for taxes as of December 31, 2024, 2023 and 2022, respectively. Issuance of Additional Securities Our Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders' capital accounts based on their ownership interest at the time of issuance. Cash Distributions Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end. F-27 | 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 June 30, 2022 $ 0.985 $ 42,832 September 30, 2022 $ 0.990 $ 43,057 December 31, 2022 $ 1.020 $ 44,440 March 31, 2023 $ 1.025 $ 44,664 June 30, 2023 $ 1.035 $ 45,112 September 30, 2023 $ 1.045 $ 45,558 December 31, 2023 $ 1.055 $ 46,010 March 31, 2024 $ 1.070 $ 50,521 June 30, 2024 $ 1.090 $ 51,263 September 30, 2024 $ 1.100 $ 56,613 December 31, 2024 $ 1.105 $ 59,302 12. 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). 13. 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, 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. 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. F-28 | 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, 2024 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 Current Assets $ 44,655 $ 55,948 Non-current Assets $ 588,441 $ 607,002 Current liabilities $ 9,889 $ 8,994 Non-current liabilities $ 572 $ 63 Years Ended December 31, 2024 2023 2022 Revenues $ 134,736 $ 139,699 $ 140,634 Gross profit $ 85,955 $ 89,132 $ 88,575 Operating income $ 82,708 $ 84,349 $ 85,096 Net income $ 84,131 $ 85,636 $ 85,311 The Partnership's investment balances in these joint ventures were as follows (in thousands): As of December 31, 2024 As of December 31, 2023 Red River $ 136,455 $ 141,091 W2W Holdings 86,117 — CP LLC 59,252 61,273 Andeavor Logistics 35,328 38,973 Total Equity Method Investments $ 317,152 $ 241,337 14. Segment Data We aggregate our operating segments into four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. 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. F-29 | 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. EBITDA is not a GAAP measure, but the components of EBITDA are computed using amounts that are determined in accordance with GAAP. 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 and comprehensive income. Assets by segment are not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed. The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands): Year Ended December 31, 2024 (In thousands) Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated Net revenues: Affiliate (1) $ 180,763 $ 221,503 $ 115,516 $ — $ — $ 517,782 Third party 183,956 230,019 8,879 — — 422,854 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 Depreciation and amortization 80,144 5,256 7,609 — 3,366 96,375 Amortization of marketing contract intangible — 4,206 — — — 4,206 Interest income ( 23,338 ) ( 8,546 ) ( 15,908 ) — — ( 47,792 ) Interest expense — — — — 150,960 150,960 Income tax expense 479 Net income $ 142,685 Capital spending (2) $ 128,927 $ 2,727 $ 8,332 $ — $ — $ 139,986 Year Ended December 31, 2023 (In thousands) Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated Net revenues: Affiliate (1) $ 212,537 $ 218,997 $ 132,269 $ — $ — $ 563,803 Third party 158,573 286,704 11,329 — — 456,606 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 Depreciation and amortization 72,181 7,055 9,839 — 3,309 92,384 Amortization of marketing contract intangible — 7,211 — — — 7,211 Interest expense — — — — 143,244 143,244 Income tax expense 1,205 Net income $ 126,236 Capital spending (2) $ 74,683 $ 2,111 $ 4,548 $ — $ — $ 81,342 F-30 | Notes to Consolidated Financial Statements Year ended December 31, 2022 (In thousands) Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated Net revenues: Affiliate (1) $ 185,845 $ 173,084 $ 120,482 $ — $ — $ 479,411 Third party 119,582 415,800 21,614 — — 556,996 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 Depreciation and amortization 47,206 6,308 8,591 — 883 62,988 Amortization of marketing contract intangible — 7,211 — — — 7,211 Interest expense — — — — 82,304 82,304 Income tax expense 382 Net income $ 159,052 Capital spending (2) $ 122,594 $ 1,548 $ 6,528 $ — $ — $ 130,670 (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. (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. 15. Commitments and Contingencies Litigation In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. 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 We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. 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. 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. F-31 | 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. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations. 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. 16. Leases Lessee 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) : Years Ended December 31, 2024 2023 2022 Operating lease cost $ 10,370 $ 11,533 $ 12,054 Short-term lease cost 7,359 5,031 2,541 Variable lease cost 1,261 3,826 4,803 Total lease cost $ 18,990 $ 20,390 $ 19,398 (1) Includes an immaterial amount of financing lease cost. Supplemental balance sheet information related to leases is as follows: Years Ended December 31, 2024 2023 Weighted-average remaining lease term (years) for operating leases 3.4 3.5 Weighted-average discount rate (1) operating leases 7.4 % 7.3 % Weighted-average remaining lease term (years) for finance lease 3.5 3.6 Weighted-average discount rate (1) finance lease 8.4 % 7.2 % (1) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842. Supplemental cash flow and other information related to leases are as follows (in thousands): Years Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 8,101 ) $ ( 9,588 ) $ ( 12,054 ) Leased assets obtained in exchange for new operating lease liabilities $ 3,665 $ 3,804 $ 12,682 Leased assets obtained in exchange for new financing lease liabilities $ — $ 1,162 $ 35 F-32 | Notes to Consolidated Financial Statements Maturities of lease liabilities as of December 31, 2024 are as follows (in thousands): Year Ended December 31, Operating Finance 2025 $ 5,924 $ 283 2026 2,871 263 2027 1,906 263 2028 905 154 2029 234 — 2030 and thereafter 984 — Total lease payments 12,824 963 Less: present value discount 1,480 127 Lease liabilities $ 11,344 $ 836 Lessor We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings. 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. 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 F-33 | 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 2026 105,957 2027 93,867 2028 63,306 2029 57,194 2030 and thereafter 16,258 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 2026 83,926 2027 78,858 2028 78,858 2029 78,858 2030 and thereafter 262,763 Total minimum future lease revenue 687,586 Less: Imputed interest 483,783 Lease receivable (1) $ 203,803 Current lease receivables (2) $ 22,783 Long-term lease receivables (3) $ 181,020 Unguaranteed residual assets (3) $ 12,106 (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): December 31, 2024 2023 Land $ 11,643 $ 14,946 Building and building improvements 387 853 Pipelines, tanks and terminals 419,528 664,567 Other equipment 2,229 3,856 Property, plant and equipment 433,787 684,222 Less: accumulated depreciation 143,961 253,955 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. 17. Subsequent Events Distribution Declaration 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. F-34 | 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. F-35 | Form 10-K Summary ITEM 16. FORM 10-K SUMMARY None. 106 | Signatures SIGNATURES 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. Delek Logistics Partners, LP by and through its general partner, Delek Logistics GP, LLC By: /s/ Reuven Spiegel Reuven Spiegel Director, Executive Vice President, Delek Logistics, and Chief Financial Officer Dated: February 26, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by or on behalf of the following persons on behalf of the registrant and in the capacities indicated on February 26, 2025: /s/ Avigal Soreq Avigal Soreq President (Principal Executive Officer) /s/ Reuven Spiegel Reuven Spiegel Director, Executive Vice President, Delek Logistics, and Chief Financial Officer (Principal Financial Officer) /s/ Robert Wright Robert Wright Senior Vice President, Deputy Chief Financial Officer (Principal Accounting Officer) /s/ Ezra Uzi Yemin Ezra Uzi Yemin Chairman of the Board of Directors /s/ Sherri A. Brillon Sherri A. Brillon Director /s/ Charles J. Brown, III Charles J. Brown, III Director /s/ Eric D. Gadd Eric D. Gadd Director /s/ Frederec Charles Green Frederec Charles Green Director /s/ Ron W. Haddock Ron W. Haddock Director /s/ Gennifer F. Kelly Gennifer F. Kelly Director 107 |