What changed in this filing

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Item 5. Other Information

2025-08-06 compared with 2025-05-07 · 21 added, 14 removed, 54 unchanged (39% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 2025, 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).

During the quarter ended June 30, 2025, 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).

On March 6, 2025, Reuven Spiegel, Executive Vice President, DKL, adopted a Rule 10b5-1 trading arrangement for the sale of up to 2,500 shares of common units, subject to certain conditions.

The arrangement's expiration date is March 6, 2026.

This disclosure is being made in accordance with Item 408(a) of Regulation S-K."

Intercompany Transactions

5 unchanged sentences

Delek Permian Gathering Dropdown

On May 1, 2025, Delek Holdings conveyed, through its subsidiaries, the Delek Permian Gathering purchasing and blending business to the Partnership (the “Dropdown Transaction”), as reflected in that certain Contribution, Conveyance and Assumption Agreement, dated May 1, 2025 (the “Contribution Agreement”).

In connection with the Dropdown Transaction, Delek Holdings will contribute and convey, and 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 and in consideration of such contribution and conveyance the Partnership has agreed to (1) enter into the Termination Agreement (defined below), (2) enter into the Throughput Agreement (defined below), (3) enter into the El Dorado Purchase Agreement (defined below), and (4) to issue in the form of a book entry a cancellation of $58,800,000 of existing receivables owed by Delek Holdings to the Partnership;

provided, that if the Partnership receivables are less than $58,800,000 as of May 1, 2025, then the Partnership shall issue a book entry credit toward the payment of future Partnership receivables owed by Delek Holdings for such difference.

On May 1, 2025, Delek Holdings conveyed, through its subsidiaries, the Delek Permian Gathering purchasing and blending activities to the Partnership (the “Dropdown Transaction”), as reflected in that certain Contribution, Conveyance and Assumption Agreement, dated May 1, 2025 (the “Contribution Agreement”).

In connection with the Dropdown Transaction, Delek Holdings will contribute and convey, and 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 and in consideration of such contribution and conveyance the Partnership has agreed to (1) enter into the Termination Agreement (defined below), (2) enter into the Throughput Agreement (defined below), (3) enter into the El Dorado Purchase Agreement (defined below), and (4) to issue in the form of a book entry a cancellation of $58.8 million of existing receivables owed by Delek Holdings to the Partnership;

provided, that if the Partnership receivables are less than $58.8 million as of May 1, 2025, then the Partnership shall issue a book entry credit toward the payment of future Partnership receivables owed by Delek Holdings for such difference.

The foregoing description of the Dropdown Transaction is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is attached as Exhibit 2.1 to this Quarterly Report on Form 10-Q.

10 unchanged sentences

On May 1, 2025, in connection with the Dropdown Transaction, Delek Holdings and the Partnership, through their subsidiaries, entered into that certain Asset Purchase Agreement (the “El Dorado Purchase Agreement”).

Pursuant to the El Dorado Purchase Agreement, Delek Holdings, through its subsidiaries, will purchase the Transferred Assets (as defined therein) from the Partnership for cash consideration of $25,000,000 (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.

5 unchanged sentences

* Contribution, Conveyance and Assumption Agreement, dated as of May 1, 2025, among DK Trading & Supply, LLC, Delek Marketing & Supply, LP, Delek Logistics Partners, LP, and solely for purposes of Article VIII, Delek US Holdings, Inc.

***# Offer Letter, by and among Delek US Holdings, Inc.

Delek Logistics Partners, L.P.

and Robert Wright, dated as of March 29, 2025.

***# Third Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Reuven Spiegel, effective as of March 1, 2025.

(incorporated by reference to Exhibit 2.1 of the Partnership’s Form 10-Q filed on May 7, 2025).

Indenture, dated as of June 30, 2025, among the Partnership, Finance Corp., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee.

(incorporated by reference to Exhibit 4.1 of the Partnership’s Current Report on Form 8-K filed on June 30, 2025).

Form of 7.375% Senior Note due 2033 (incorporated by reference to Exhibit A to Exhibit 4.1 of the Partnership’s Current Report on Form 8-K filed on June 30, 2025).

** Termination Agreement (East Texas Marketing Agreement), dated May 1, 2025, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP.

(incorporated by reference to Exhibit 10.3 of the Partnership’s Form 10-Q filed on May 7, 2025).

** Second Amended and Restated Throughput Agreement, dated May 1, 2025, between Delek Logistics Operating, LLC and DK Trading & Supply, LLC.

(incorporated by reference to Exhibit 10.4 of the Partnership’s Form 10-Q filed on May 7, 2025).

** Asset Purchase Agreement, dated May 1, 2025, between Delek Logistics Operating, LLC and Lion Oil Company, LLC.

(incorporated by reference to Exhibit 10.5 of the Partnership’s Form 10-Q filed on May 7, 2025).

** Fifth Amended and Restated Omnibus Agreement dated May 1, 2025, 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.

(incorporated by reference to Exhibit 10.6 of the Partnership’s Form 10-Q filed on May 7, 2025).

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

4 unchanged sentences

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

101 The following materials from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2025 and 2024 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three months ended March 31, 2025 and 2024 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).

104 The cover page from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 has been formatted in Inline XBRL.

101 The following materials from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2025 and 2024 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three and six months ended June 30, 2025 and 2024 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).

104 The cover page from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, has been formatted in Inline XBRL.

# Filed herewith

4 unchanged sentences

The Partnership agrees to furnish a copy of all omitted exhibits and schedules upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished.

*** Management contract or compensatory plan or arrangement.

Pursuant to the requirements 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.

8 unchanged sentences

(Principal Financial and Accounting Officer)

August 6, 2025

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

What changed 10-Q

Item 5. Other Information