What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 247 added, 103 removed, 518 unchanged (40% of the section changed)

3 unchanged sentences

(thousands, except unit and per unit data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

18 unchanged sentences

Total assets $ 2,752,889 $ 2,041,559

LIABILITIES AND DEFICIT

LIABILITIES AND EQUITY

Current liabilities:

12 unchanged sentences

Common unitholders - public;

19,564,761 units issued and outstanding at March 31, 2025 ( 17,374,618 at December 31, 2024)

19,595,393 units issued and outstanding at June 30, 2025 ( 17,374,618 at December 31, 2024)

519,930 440,957

Common unitholders - Delek Holdings;

33,868,203 units issued and outstanding at March 31, 2025 ( 34,111,278 at December 31, 2024)

33,868,203 units issued and outstanding at June 30, 2025 ( 34,111,278 at December 31, 2024)

( 487,939 ) ( 405,429 )

6 unchanged sentences

(In thousands, except unit and per unit data)

Three Months Ended March 31,

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

2025 2024 2025 2024

Affiliate (1)

12 unchanged sentences

Depreciation and amortization 1,218 1,461 2,436 2,789

Other operating (income) expense, net ( 4,286 ) 567

Other operating expense (income), net 438 ( 1,744 ) ( 3,848 ) ( 1,177 )

Total operating costs and expenses 193,914 196,167 396,245 383,700

22 unchanged sentences

Common - Public Common - Delek Holdings Total

Balance as of March 31, 2025 $ 525,141 $ ( 427,706 ) $ 97,435

Cash distributions (1)

( 21,726 ) ( 37,594 ) ( 59,320 )

Net income 16,323 28,251 44,574

Distributions — ( 51,940 ) ( 51,940 )

192 1,050 1,242

Balance as of June 30, 2025 $ 519,930 $ ( 487,939 ) $ 31,991

Common - Public Common - Delek Holdings Total

Balance as of March 31, 2024 $ 290,051 $ ( 332,518 ) $ ( 42,467 )

Cash distributions (1)

( 13,893 ) ( 36,713 ) ( 50,606 )

Net income 11,100 29,958 41,058

( 63 ) 771 708

Balance as of June 30, 2024 $ 287,195 $ ( 338,502 ) $ ( 51,307 )

Common - Public Common - Delek Holdings Total

Balance as of December 31, 2024 $ 440,957 $ ( 405,429 ) $ 35,528

4 unchanged sentences

Unit repurchase — ( 10,000 ) ( 10,000 )

Balance as of March 31, 2025 $ 525,141 $ ( 427,706 ) $ 97,435

Distributions — ( 51,940 ) ( 51,940 )

Other 250 1,656 1,906

Balance as of June 30, 2025 $ 519,930 $ ( 487,939 ) $ 31,991

Common - Public Common - Delek Holdings Total

4 unchanged sentences

Issuance of units 132,202 — 132,202

( 70 ) 707 637

Balance as of March 31, 2024 $ 290,051 $ ( 332,518 ) $ ( 42,467 )

(1) Cash distributions include $ 0.2 million related to distribution equivalents on vested phantom units for the three months ended March 31, 2024.

There were no distribution equivalents on vested phantom units for the three months ended March 31, 2025 .

See accompanying notes to the condensed consolidated financial statements

Other ( 8 ) 1,478 1,470

Balance as of June 30, 2024 $ 287,195 $ ( 338,502 ) $ ( 51,307 )

(1) Cash distributions include $ 0.1 million and $ 0.3 million related to distribution equivalents on vested phantom units for the three and six months ended June 30, 2024, respectively.

There were no distribution equivalents on vested phantom units for the three and six months ended June 30, 2025 .

Financial Statements

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

41 unchanged sentences

Cash and cash equivalents at the end of the period $ 1,436 $ 5,111

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental disclosures of cash flow information:

2 unchanged sentences

Non-cash investing activities:

Inventory received in connection with DPG Dropdown $ 6,860 $ —

Forgiveness of related party receivable in connection with DPG Dropdown $ 58,800 $ —

Common units issued in connection with Gravity Acquisition $ 91,511 $ —

Increase in accrued capital expenditures $ 16,469 $ 3,910

Increase (decrease) in accrued capital expenditures $ 21,184 $ ( 1,055 )

Non-cash financing activities:

Non-cash lease liability arising from obtaining right of use assets during the period $ 9,447 $ 537

Lease liability arising from obtaining right-of-use assets during the period $ 21,221 $ 1,437

Decrease in right-of-use assets due to lease terminations during the period $ 1,176 $ —

See accompanying notes to the condensed consolidated financial statements

20 unchanged sentences

Accounting Pronouncements Not Yet Adopted

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

Determining the Accounting Acquirer in the Acquisition of a VIE

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

Determining the Accounting Acquirer in a VIE.

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

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

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

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

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

5 unchanged sentences

The adoption of ASU 2024-03 will not affect our financial position or our results of operations, but will result in additional disclosures.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Gravity Acquisition

1 unchanged sentence

The purchase price was comprised of $ 209.3 million in cash consisting of a cash deposit of $ 22.8 million paid in December 2024 upon execution of the purchase agreement and $ 186.5 million paid at closing on January 2, 2025, and 2,175,209 of common units.

For the three months ended March 31, 2025, we incurred $ 3.1 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

For the three and six months ended June 30, 2025, we incurred $ 1.0 million and $ 4.1 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

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

Our consolidated financial and operating results reflect the Gravity Acquisition operations beginning January 2, 2025.

Our results of operations included revenue and net income of $ 22.9 million and $ 9.9 million, respectively, for the period from January 2, 2025 through March 31, 2025 related to these operations.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.

9 unchanged sentences

(1) The increase from the $ 85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Purchase Price Allocation

22 unchanged sentences

• Rights-of-way intangibles are valued at $ 31.9 million, the majority of which have an indefinite life.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of March 31, 2025.

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

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

5 unchanged sentences

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

Fair Value Adjustments

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

Balance Sheet Description Preliminary Value Adjusted Value Change

Property, plant and equipment 208,313 192,757 ( 15,556 )

Customer relationship intangible 50,674 67,580 16,906

Asset retirement obligations 7,202 8,602 1,400

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Unaudited Pro Forma Financial Information

5 unchanged sentences

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

Three Months Ended March 31,

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

2025 2024 2025 2024

(in thousands)

6 unchanged sentences

The cash portion was financed through a combination of cash on hand and borrowings under the DKL Credit Facility (as defined in Note 6 ).

For the three months ended March 31, 2025, we incurred $ 0.1 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

For the three and six months ended June 30, 2025, we incurred $ 0.3 million and $ 0.4 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

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

Our results of operations included revenue and net income of $ 16.5 million and $ 7.1 million, respectively, for the three months ended March 31, 2025 related to these operations.

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

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.

30 unchanged sentences

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

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

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

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

1 unchanged sentence

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of March 31, 2025.

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

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

23 unchanged sentences

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 three months ended March 31, 2025 and 2024.

There were no reimbursements by Delek Holdings during the three and six months ended June 30, 2025, and 2024.

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 Agreeme nt.

As of March 31, 2025 and December 31, 2024, there was no receivable from related parties for these matters.

As of June 30, 2025, and December 31, 2024, there was no receivable from related parties for these matters.

These reimbursements are recorded as reductions to operating expense.

There were no reimbursements for these matters in each of the three month periods ended March 31, 2025 and 2024.

There were no reimbursements for these matters in each of the three and six month periods ended June 30, 2025, and 2024.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

5 unchanged sentences

The agreement extends through December 2025.

Total fees paid to the Partnership were $ 0.4 million for both the three months ended March 31, 2025 and 2024, which are recorded in affiliate revenue in our accompanying condensed consolidated statements of income and comprehensive income.

Total fees paid to the Partnership were $ 0.1 million and $ 0.5 million for the three and six months ended June 30, 2025, respectively and $ 0.4 million and $ 0.8 million for the three and six months ended June 30, 2024, respectively, which are recorded in affiliate revenue in our accompanying condensed consolidated statements of income and comprehensive 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 Permian Gathering Dropdown

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

In connection with the DPG Dropdown, the Partnership assumed all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with the Partnership’s existing Midland Gathering System.

In addition, line fill inventory amounting to $ 6.9 million was transferred to the Partnership.

Total consideration included the cancellation of $ 58.8 million in existing receivables owed to the Partnership by Delek Holdings.

Since this transaction was between entities under common control, the impact was recorded as a distribution in the accompanying condensed consolidated statements of partners' equity.

Commercial Agreements

On May 1, 2025, the Partnership entered into an agreement to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026.

On May 1, 2025, in connection with the DPG Dropdown, the Partnership amended and restated a throughput agreement with Delek Holdings for the El Dorado rail facility (the “Throughput Agreement”), which includes a minimum volume commitment for refined products until the termination of the Throughput Agreement, which will occur at the closing of the El Dorado Purchase (as defined below).

Additionally, on May 1, 2025, in connection with the DPG Dropdown, the Partnership and Delek Holdings, entered into an asset purchase agreement (the “El Dorado Purchase Agreement”), whereby Delek Holdings will purchase the related El Dorado rail facility assets from the Partnership for cash consideration of $ 25.0 million (the “El Dorado Purchase”).

The El Dorado Purchase is currently set to close January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

Summary of Transactions

5 unchanged sentences

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Revenues $ 114,083 $ 156,828 $ 240,404 $ 296,453

5 unchanged sentences

$ 3,114 $ 3,504 $ 5,334 $ 6,503

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Quarterly Cash Distributions

2 unchanged sentences

May 15, 2025 37,594

August 14, 2025 (1)

Total $ 113,050

1 unchanged sentence

May 15, 2024 36,713

August 14, 2024

Total $ 110,310

(1) On April 28, 2025, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination.

Distributions paid are estimated based on common units held by Delek Holdings as of March 31, 2025.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(1) On July 29, 2025, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination.

Distributions paid are estimated based on common units held by Delek Holdings as of June 30, 2025.

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):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

6 unchanged sentences

Total Revenue $ 117,767 $ 104,615 $ 23,968 $ 246,350

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

5 unchanged sentences

Lease Revenue - Affiliate 47,074 14,096 20,690 81,860

Total Revenue $ 92,643 $ 135,600 $ 36,385 $ 264,628

Six Months Ended June 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Service Revenue - Third Party $ 38,980 $ — $ 2,932 $ 41,912

Service Revenue - Affiliate (1)

3,027 13,352 27,610 43,989

Product Revenue - Third Party 119,725 94,239 — 213,964

Product Revenue - Affiliate 3,883 85,859 — 89,742

Lease Revenue - Affiliate 70,755 17,864 18,054 106,673

Total Revenue $ 236,370 $ 211,314 $ 48,596 $ 496,280

(1) Net of $ 1.8 million for the three months ended March 31, 2024, related to marketing contract intangible recorded in the wholesale marketing and terminalling segment.

For the three months ended March 31, 2025, no amortization was recorded related to this intangible, as the associated agreement was terminated on August 5, 2024.

As of March 31, 2025, 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.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Service Revenue - Third Party $ 36,820 $ — $ 4,717 $ 41,537

Service Revenue - Affiliate (1)

5 27,468 27,255 54,728

Product Revenue - Third Party 47,624 131,089 — 178,713

Product Revenue - Affiliate 8,402 70,297 — 78,699

Lease Revenue - Affiliate

95,675 26,016 41,335 163,026

Total Revenue $ 188,526 $ 254,870 $ 73,307 $ 516,703

(1) Net of $ 1.8 million and $ 3.6 million for the three and six months ended June 30, 2024, related to marketing contract intangible recorded in the wholesale marketing and terminalling segment.

For the three and six months ended June 30, 2025, no amortization was recorded related to this intangible, as the associated agreement was terminated on August 5, 2024.

As of June 30, 2025, we expect to recognize approximately $ 0.6 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 March 31, 2025 were as follows (in thousands):

Our unfulfilled performance obligations as of June 30, 2025, were as follows (in thousands):

Remainder of 2025 $ 73,843

4 unchanged sentences

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

For the three months ended March 31, 2025 and 2024, potentially dilutive units outstanding consist of unvested phantom units.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the three and six months ended June 30, 2025, and 2024, potentially dilutive units outstanding consist of unvested phantom units.

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Net income $ 44,574 $ 41,058 $ 83,608 $ 73,706

5 unchanged sentences

$ 0.83 $ 0.87 $ 1.56 $ 1.61

(1) There were 28,692 and 42,315 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three months ended March 31, 2025 and 2024, respectively.

(1) There were 23,647 and 16,862 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2025, respectively.

There were 46,281 and 30,003 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2024, respectively.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Long-Term Obligations

Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

DKL Revolving Facility $ 80,850 $ 435,400

1 unchanged sentence

2029 Notes 1,050,000 1,050,000

2028 Notes 400,000 400,000

Principal amount of long-term debt 2,230,850 1,885,400

4 unchanged sentences

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.

Debt extinguishment costs were $ 2.1 million for the three months ended March 31, 2024 and were recorded in interest expense in the accompanying condensed consolidated statements of income and comprehensive income.

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

1 unchanged sentence

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

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

There were no letters of credit outstanding as of March 31, 2025 or December 31, 2024.

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

There were no letters of credit outstanding as of June 30, 2025, or December 31, 2024.

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 March 31, 2025 and December 31, 2024 approximate their fair values.

The carrying value of outstanding borrowings under the DKL Revolving Facility as of June 30, 2025, and December 31, 2024, approximate their fair values.

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

As of March 31, 2025, we were in compliance with covenants on all of our debt instruments.

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

On June 30, 2025, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp.

("Finance Corp." and together with the Partnership, the "Issuers") sold $ 700.0 million in aggregate principal amount of 7.375 % senior notes due 2033 (the "2033 Notes") at par, pursuant to an indenture with U.S.

Bank Trust Company, National Association as trustee.

Net proceeds were used to repay a portion of the outstanding borrowing under the DKL Revolving Facility.

The 2033 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 2033 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers.

The 2033 Notes will mature on June 30, 2033, and interest on the 2033 Notes is payable semi-annually in arrears on each June 30 and December 30, commencing December 30, 2025.

At any time prior to June 30, 2028, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2033 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 107.375 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

Prior to June 30, 2028, the Issuers may also redeem all or part of the 2033 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations.

In addition, beginning on June 30, 2028, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2033 Notes, at a redemption price of 103.688 % of the redeemed principal for the twelve-month period beginning on June 30, 2028, 101.844 % for the twelve-month period beginning on June 30, 2029, and 100.00 % beginning on June 30, 2030 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 2033 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

We recorded $ 11.1 million of debt issuance costs which will be amortized over the term of the 2033 Notes and included in interest expense in the accompanying condensed consolidated statements of income.

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

The estimated fair value of the 2033 Notes was $ 697.4 million as of June 30, 2025, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Our 2029 Notes are general unsecured senior obligations comprised of $ 1,050.0 million in aggregate principal 8.625 % senior notes maturing on March 15, 2029.

The 2029 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries.

As of March 31, 2025, the effective interest rate was 8.81 %.

The estimated fair value of the 2029 Notes was $ 1,088.7 million and $ 1,086.9 million as of March 31, 2025 and December 31, 2024, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

The estimated fair value of the 2029 Notes was $ 1,091.0 million and $ 1,086.9 million as of June 30, 2025, and December 31, 2024, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

Our 2028 Notes are general unsecured senior obligations comprised of $ 400.0 million in aggregate principal of 7.125 % senior notes maturing June 1, 2028.

The 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries.

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

The estimated fair value of the 2028 Notes was $ 400.2 million and $ 399.1 million as of March 31, 2025 and December 31, 2024, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

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

The estimated fair value of the 2028 Notes was $ 402.1 million and $ 399.1 million as of June 30, 2025, and December 31, 2024, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

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

2 unchanged sentences

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

Debt extinguishment costs were $ 1.5 million and were recorded in interest expense in the accompanying condensed consolidated statements of income and comprehensive income for the three and six months ended June 30, 2024.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Equity Activity

The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2024 through March 31, 2025.

The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2024, through June 30, 2025.

Common - Public Common - Delek Holdings (1)

4 unchanged sentences

Unit repurchase — ( 243,075 ) ( 243,075 )

Balance at March 31, 2025 19,564,761 33,868,203 53,432,964

(1) As of March 31, 2025, Delek Holdings owned a 63.4 % interest in the Partnership.

(2) Unit-based compensation awards are presented net of 6,976 units withheld for taxes for three months ended March 31, 2025.

Balance at June 30, 2025 19,595,393 33,868,203 53,463,596

(1) As of June 30, 2025, Delek Holdings owned a 63.3 % interest in the Partnership.

(2) Unit-based compensation awards are presented net of 16,654 units withheld for taxes for the six months ended June 30, 2025.

Unit Repurchase

2 unchanged sentences

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

During the three months ended March 31, 2025, 243,075 common units were repurchased from Delek Holdings and cancelled at the time of the transaction for a total of $ 10.0 million.

No common units were repurchased for the three months ended March 31, 2024.

As of March 31, 2025, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

During the six months ended June 30, 2025, 243,075 common units were repurchased from Delek Holdings and cancelled at the time of the transaction for a total of $ 10.0 million.

No common units were repurchased for the six months ended June 30, 2024.

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

Cash Distributions

9 unchanged sentences

March 31, 2025 $ 1.110 $ 59,320

June 30, 2025 (1)

$ 1.115 $ 59,612

(1) On April 28, 2025, the board of directors of our general partner declared this quarterly cash distribution, payable on May 15, 2025, to unitholders of record on May 8, 2025.

The total cash distribution is estimated based on the number of common units outstanding as of March 31, 2025.

(1) On July 29, 2025, the board of directors of our general partner declared this quarterly cash distribution, payable on August 14, 2025, to unitholders of record on August 8, 2025.

The total cash distribution is estimated based on the number of common units outstanding as of June 30, 2025.

Equity Method Investments

11 unchanged sentences

The obligations of the W2W Holdings members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.

As of March 31, 2025, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to W2W Holdings, nor any third-party associated with W2W Holdings contracted work.

As of June 30, 2025, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to 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.

The Partnership's investment balances in these joint ventures were as follows (in thousands):

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

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

Red River $ 133,174 $ 136,455

3 unchanged sentences

Total Equity Method Investments $ 320,176 $ 317,152

We aggregate our operating segments into four reportable segments:

We review operating results in four reportable segments:

(i) gathering and processing;

2 unchanged sentences

and (iv) investment in pipeline joint ventures.

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

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

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.

The CODM is the President of the Partnership.

The CODM evaluates performance based on EBITDA for planning and forecasting purposes.

The CODM evaluates performance based on segment 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 condensed consolidated statements of income and comprehensive income.

Segment EBITDA is an important measure used by management to evaluate the financial performance of our core operations.

We define segment 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 condensed consolidated statements of income and comprehensive income.

A reconciliation of segment EBITDA to net Income is included in the tables below.

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 segment EBITDA for the periods indicated:

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):

Three Months Ended March 31, 2025

(In thousands) Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated

Three Months Ended June 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Total

Net revenues:

9 unchanged sentences

Segment EBITDA 63,947 18,939 7,027 10,536 100,449

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other 10,360

Depreciation and amortization 27,097

3 unchanged sentences

Net income $ 44,574

Capital spending (3)

Three Months Ended June 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Total

Net revenues:

Affiliate (1)

$ 51,529 $ 70,899 $ 34,400 $ — $ 156,828

Three Months Ended March 31, 2024

(In thousands) Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated

Third party 41,114 64,701 1,985 — 107,800

Total revenue 92,643 135,600 36,385 — 264,628

Cost of materials and other 19,660 103,901 14,470 — 138,031

Operating expenses 19,546 3,273 4,534 — 27,353

Income from equity method investments — — — ( 7,882 ) ( 7,882 )

Other segment items (2)

( 1,243 ) ( 1,779 ) 629 — ( 2,393 )

Segment EBITDA 54,680 30,205 16,752 7,882 109,519

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other 7,127

Depreciation and amortization 24,207

Amortization of marketing contract intangible 1,802

Interest income ( 28 )

Interest expense 35,296

Income tax expense 57

Net income $ 41,058

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Total

Net revenues:

9 unchanged sentences

Segment EBITDA 131,886 32,176 11,441 20,686 196,189

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other 20,614

Depreciation and amortization 54,813

Interest income ( 46,085 )

Interest expense 82,812

Income tax expense 427

Net income $ 83,608

Six Months Ended June 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Total

Net revenues:

Affiliate (1)

$ 104,082 $ 123,781 $ 68,590 $ — $ 296,453

Third party 84,444 131,089 4,717 — 220,250

Total revenue 188,526 254,870 73,307 — 516,703

Cost of materials and other 37,529 195,805 28,363 — 261,697

Operating expenses 39,251 7,101 9,555 — 55,907

Income from equity method investments — — — ( 16,372 ) ( 16,372 )

Other segment items (2)

( 693 ) ( 3,515 ) 510 — ( 3,698 )

Segment EBITDA 112,439 55,479 34,879 16,372 219,169

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other 15,276

Depreciation and amortization 50,702

Amortization of marketing contract intangible 3,605

Interest income ( 28 )

Interest expense 75,525

1 unchanged sentence

Net income $ 73,706

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible of $ 1.8 million and $ 3.6 million for the three and six months ended June 30, 2024.

There was no amortization recorded during the three and six months ended June 30, 2025, related to this intangible, as the associated agreement was terminated on August 5, 2024.

(2) Other segment items include general and administrative expense, other operating (income) loss and other income.

Additionally, the wholesale marketing and terminalling segment includes amortization of the marketing contract intangible for the three and six months ended June 30, 2024.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The following is a summary of other segment information for the periods indicated:

Three Months Ended June 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated

Depreciation and amortization $ 24,085 $ 952 $ 1,301 $ — $ 759 $ 27,097

Capital spending (1)

$ 117,218 $ 65 $ 1,906 $ — $ — $ 119,189

There was no amortization recorded during the three months ended March 31, 2025 related to this intangible, as the associated agreement was terminated on August 5, 2024.

(2) Other segment items include general and administrative expense, other operating (income) loss and other income.

Additionally, the wholesale marketing and terminalling segment includes amortization of the marketing contract intangible for the three months ended March 31, 2024.

Three Months Ended June 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated

Depreciation and amortization $ 19,062 $ 1,635 $ 2,522 $ — $ 988 $ 24,207

Amortization of marketing contract intangible $ — $ 1,802 $ — $ — $ — $ 1,802

Capital spending (1)

$ 7,351 $ 105 $ 2,731 $ — $ — $ 10,187

Six Months Ended June 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated

Depreciation and amortization $ 48,808 $ 1,904 $ 2,582 $ — $ 1,519 $ 54,813

Capital spending (1)

$ 188,529 $ 155 $ 2,448 $ — $ — $ 191,132

Six Months Ended June 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated

Depreciation and amortization $ 40,216 $ 3,347 $ 5,297 $ — $ 1,842 $ 50,702

Amortization of marketing contract intangible $ — $ 3,605 $ — $ — $ — $ 3,605

Capital spending (1)

$ 22,074 $ 21 $ 3,257 $ — $ — $ 25,352

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Commitments and Contingencies

6 unchanged sentences

This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $ 8.3 million in condemnation proceeds, which was recorded in other operating income, net in the condensed consolidated statements of income and comprehensive income.

In the first quarter of 2025, we recovered additional $ 4.3 million related to this settlement, which is recorded in other operating income, net in the accompanying condensed consolidated statements of income and comprehensive income.

In the first half of 2025, we recovered an additional $ 4.3 million related to this settlement, which is recorded in other operating income, net in the accompanying condensed consolidated statements of income and comprehensive income.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Environmental, Health and Safety

3 unchanged sentences

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.

Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, salt wells, trucks and related operations, and may be subject to revocation, modification and renewal.

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.

4 unchanged sentences

We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings.

Revenue from these leases are recorded in affiliate revenue in the condensed consolidated statements of income and comprehensive income.

Revenue from these leases are recorded in affiliate revenue in the accompanying condensed consolidated statements of income and comprehensive income.

We elected the practical expedient to carry forward historical lease classification conclusions until a modification of an existing agreement occurs.

3 unchanged sentences

We recognized any billings in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in lease revenues.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Lease income included in the condensed consolidated statements of income and comprehensive income were as follows:

Three Months Ended March 31,

Lease income included in the accompanying condensed consolidated statements of income and comprehensive income were as follows:

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

(in thousands) 2025 2025

5 unchanged sentences

Sales-type lease income $ 27,850 $ 53,437

We recorded $ 81.2 million in operating lease revenue for the three months ended March 31, 2024.

There were no sales-type leases during the three months ended March 31, 2024.

We recorded $ 81.9 million and $ 163.0 million in operating lease revenue for the three and six months ended June 30, 2024, respectively.

There were no sales-type leases during the three and six months ended June 30, 2024.

Subsequent Events

Distribution Declaration

On April 28, 2025, our general partner's board of directors declared a quarterly cash distribution of $ 1.110 per unit, payable on May 15, 2025, to unitholders of record on May 8, 2025.

Delek Permian Gathering Dropdown

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

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

Total consideration included the execution of the Termination Agreement (as defined below), the execution of the Throughput Agreement (as defined below), the execution of the El Dorado Purchase Agreement (as defined below) and cancellation of $ 58.8 million in existing receivables owed to the Partnership by Delek Holdings.

Commercial Agreements

On May 1, 2025, the Partnership entered into an agreement to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026 (the "Termination Agreement").

The El Dorado Purchase is currently set to close January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

On July 29, 2025, our general partner's board of directors declared a quarterly cash distribution of $ 1.115 per unit, payable on August 14, 2025, to unitholders of record on August 8, 2025.

Management's Discussion and Analysis of Financial Condition and Results of Operations

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

What changed 10-Q

Item 1. Financial Statements