What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-06 · 164 added, 117 removed, 648 unchanged (30% of the section changed)

3 unchanged sentences

(thousands, except unit and per unit data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

33 unchanged sentences

Common unitholders - public;

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

19,611,965 units issued and outstanding at September 30, 2025 ( 17,374,618 at December 31, 2024)

514,884 440,957

Common unitholders - Delek Holdings;

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

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

( 497,412 ) ( 405,429 )

6 unchanged sentences

(In thousands, except unit and per unit data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

19 unchanged sentences

Income from equity method investments ( 21,878 ) ( 15,602 ) ( 42,564 ) ( 31,974 )

Other income, net ( 20 ) ( 40 ) ( 41 ) ( 211 )

Other expense (income), net 67 34 26 ( 177 )

Total non-operating expenses, net ( 536 ) ( 2,016 ) 15,464 56,898

13 unchanged sentences

Delek Logistics Partners, LP

Condensed Consolidated Statements of Partners' Equity (Unaudited)

Condensed Consolidated Statements of Partners' Equity (Deficit) (Unaudited)

(in thousands)

Common - Public Common - Delek Holdings Total

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

Common - Public Common - Delek Holdings Total Preferred

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

Cash distributions (1)

( 21,849 ) ( 37,763 ) ( 59,612 ) —

Net income 16,323 28,251 44,574

Net income attributable to partners 16,698 28,862 45,560 —

Distributions — ( 1,484 ) ( 1,484 ) —

192 1,050 1,242

Other 105 912 1,017 —

Balance as of September 30, 2025 $ 514,884 $ ( 497,412 ) $ 17,472 $ —

Common - Public Common - Delek Holdings Total Preferred

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

Common - Public Common - Delek Holdings Total

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

Cash distributions (1)

( 14,082 ) ( 37,181 ) ( 51,263 ) —

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

Net income attributable to partners 9,308 24,366 33,674 —

Issuance of units — — — 70,000

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

Contributions — 50,873 50,873 —

Other 37 827 864 —

Balance as of September 30, 2024 $ 282,458 $ ( 397,566 ) $ ( 115,108 ) $ 70,000

Common - Public Common - Delek Holdings Total Preferred

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

1 unchanged sentence

( 65,184 ) ( 113,050 ) ( 178,234 ) —

Net income 30,547 53,061 83,608

Net income attributable to partners 47,245 81,923 129,168 —

Issuance of units 91,511 — 91,511 —

2 unchanged sentences

Other 355 2,568 2,923 —

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

Common - Public Common - Delek Holdings Total

Balance as of September 30, 2025 $ 514,884 $ ( 497,412 ) $ 17,472 $ —

Common - Public Common - Delek Holdings Total Preferred

Balance as of December 31, 2023 $ 160,402 $ ( 322,271 ) $ ( 161,869 ) $ —

1 unchanged sentence

( 37,987 ) ( 110,092 ) ( 148,079 ) —

Net income 18,504 55,202 73,706

Net income attributable to partners 27,812 79,568 107,380 —

Issuance of units 132,202 — 132,202 70,000

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

Contributions — 50,873 50,873 —

Other 29 2,305 2,334 —

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 .

Balance as of September 30, 2024 $ 282,458 $ ( 397,566 ) $ ( 115,108 ) $ 70,000

(1) Cash distributions include $ 0.3 million related to distribution equivalents on vested phantom units for the nine months ended September 30, 2024, with no distribution equivalents on vested phantom units for the three months ended September 30, 2024.

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

Financial Statements

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

19 unchanged sentences

Cash flows from investing activities:

Asset acquisitions from Delek Holdings — ( 83,903 )

Purchases of property, plant and equipment ( 237,143 ) ( 83,008 )

16 unchanged sentences

Other financing activities ( 3,083 ) ( 256 )

Net cash provided by (used in) financing activities 204,762 ( 114,720 )

Net (decrease) increase in cash and cash equivalents ( 3,948 ) 1,356

Net cash provided by financing activities 219,279 161,649

Net increase in cash and cash equivalents 1,528 3,562

Cash and cash equivalents at the beginning of the period 5,384 3,755

Cash and cash equivalents at the end of the period $ 6,912 $ 7,317

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental disclosures of cash flow information:

3 unchanged sentences

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

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

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

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

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

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

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

Increase in accrued capital expenditures $ 3,619 $ 7,542

Non-cash financing activities:

11 unchanged sentences

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").

On September 11, 2024, Delek Logistics completed the acquisition of 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC from H2O Midstream Holdings, LLC ("H2O Purchase Agreement"), which included water disposal and recycling operations in the Midland Basin in Texas.

See Note 2 for further information.

On January 2, 2025, we acquired 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”).

29 unchanged sentences

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 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.

For the three and nine months ended September 30, 2025, we incurred $ 0.7 million and $ 4.8 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 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.

Our results of operations included revenue and net income of $ 20.7 million and $ 6.1 million, respectively for the three months ended September 30, 2025, and $ 67.5 million and $ 24.0 million, respectively, for the period from January 2, 2025, through September 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.

32 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 $ 67.6 million, which we estimate to be amortized over 10 to 25 years.

• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 66.3 million, which we estimate to be amortized over approximately 32 years.

• Rights-of-way intangibles are valued at $ 31.9 million, the majority of which have an indefinite 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 June 30, 2025.

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

6 unchanged sentences

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:

During the three months ended September 30, 2025, the Partnership recorded immaterial fair value adjustments to the purchase price allocation.

During the nine months ended September 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

10 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 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 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 $ 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.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Determination of Purchase Price

7 unchanged sentences

Preliminary purchase price $ 229,735

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Purchase Price Allocation

22 unchanged sentences

• 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.

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.

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

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

2 unchanged sentences

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands)

Net sales $ 226,303 $ 775,369

Net income attributable to partners $ 40,045 $ 119,183

By acquiring Gravity and H20 Midstream, we intend to increase third-party revenue streams, diversify our customer and product mix, and expand our footprint in the Midland and Bakken basins, aligning with our strategic growth objectives.

5 unchanged sentences

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.

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.

See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.

4 unchanged sentences

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.

On August 5, 2024, the Partnership entered into an amended and restated Omnibus Agreement with Delek Holdings that provides Delek Holdings an option to purchase certain critical assets from us at market value during the period beginning upon any change in control or sale of substantially all assets involving us and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.

On May 1, 2025, the Partnership entered into an amended and restated Omnibus Agreement with Delek Holdings that provides for an increase in the Administrative Fee (as defined therein), which will be phased in over the two years beginning July 1, 2025, and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

substantially all assets involving us and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.

On May 1, 2025, the Partnership entered into an amended and restated Omnibus Agreement with Delek Holdings that provides for an increase in the Administrative Fee (as defined therein), which is being phased in over the two years beginning July 1, 2025, and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.

Pursuant to the terms of the Omnibus Agreement, we are 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 three and six months ended June 30, 2025, and 2024.

There were no reimbursements by Delek Holdings during the three and nine months ended September 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 June 30, 2025, and December 31, 2024, there was no receivable from related parties for these matters.

As of September 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 and six month periods ended June 30, 2025, and 2024.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Other Transactions

4 unchanged sentences

The agreement extends through December 2025.

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.

Total fees paid to the Partnership were $ 0.5 million for the nine months ended September 30, 2025, and $ 0.4 million and $ 1.2 million for the three and nine months ended September 30, 2024, respectively, which are recorded in affiliate revenue in our accompanying condensed consolidated statements of income and comprehensive income.

There were no fees to the Partnership for the three months ended September 30, 2025.

Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings.

15 unchanged sentences

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.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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-affiliate.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

$ 4,540 $ 2,777 $ 9,874 $ 9,280

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Quarterly Cash Distributions

3 unchanged sentences

August 14, 2025 37,763

November 13, 2025 (1)

Total $ 150,982

2 unchanged sentences

August 14, 2024

November 14, 2024 37,352

Total $ 147,444

(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.

(1) On October 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 September 30, 2025.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 June 30, 2025

Three Months Ended September 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

6 unchanged sentences

Total Revenue $ 132,209 $ 104,741 $ 24,327 $ 261,277

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

6 unchanged sentences

Total Revenue $ 81,527 $ 106,938 $ 25,605 $ 214,070

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

6 unchanged sentences

Total Revenue $ 368,579 $ 316,055 $ 72,923 $ 757,557

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

7 unchanged sentences

Total Revenue $ 270,053 $ 361,808 $ 98,912 $ 730,773

(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.

(1) Net of $ 0.6 million and $ 4.2 million for the three and nine months ended September 30, 2024, respectively, related to marketing contract intangible recorded in the wholesale marketing and terminalling segment.

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

As of September 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 June 30, 2025, were as follows (in thousands):

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Remainder of 2025 $ 39,307

2 unchanged sentences

Net Income per Unit

Basic net income per unit is computed by dividing net income by the weighted-average number of outstanding common units.

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

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

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

Our participating securities consist of common units and preferred units.

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

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

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

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

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

As of September 30, 2025 and 2024, the only 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net income $ 45,560 $ 33,674 $ 129,168 $ 107,380

Weighted average common units outstanding, basic 53,445,803 47,219,184 53,524,792 45,812,770

Limited partners' distribution declared on common units 59,898 51,263 178,830 147,794

Undistributed net loss $ ( 14,338 ) $ ( 17,589 ) $ ( 49,662 ) $ ( 40,414 )

Limited partners' earnings on common units:

Distributions $ 59,898 $ 51,263 $ 178,830 $ 147,794

Allocation of undistributed net loss ( 14,338 ) ( 17,589 ) ( 49,662 ) ( 40,414 )

Total limited partners' earnings on common units $ 45,560 $ 33,674 $ 129,168 $ 107,380

Weighted average limited partner units outstanding, basic 53,467,306 47,109,008 53,505,419 46,248,003

Dilutive effect of unvested phantom units 52,266 26,093 35,376 21,420

Weighted average common units outstanding, diluted 53,473,271 47,232,507 53,553,227 45,829,522

Net income per unit:

Weighted average limited partner units outstanding, diluted 53,519,572 47,135,101 53,540,795 46,269,423

Net income per limited partner unit:

Basic $ 0.85 $ 0.71 $ 2.41 $ 2.32

$ 0.85 $ 0.71 $ 2.41 $ 2.32

(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.

1) There were 6,863 and 23,824 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and nine months ended September 30, 2025, respectively.

There were 24,506 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during both three and nine months ended September 30, 2024.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

1 unchanged sentence

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

DKL Revolving Facility $ 156,850 $ 435,400

8 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 and six months ended June 30, 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 nine months ended September 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 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.

As of September 30, 2025, and December 31, 2024, the weighted average interest rate was 7.39 % and 7.27 %, respectively.

There were no letters of credit outstanding as of September 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 June 30, 2025, and December 31, 2024, approximate their fair values.

The carrying value of outstanding borrowings under the DKL Revolving Facility as of September 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 June 30, 2025, we were in compliance with covenants on all of our debt instruments.

As of September 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.

10 unchanged sentences

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.

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

The estimated fair value of the 2033 Notes was $ 713.2 million as of September 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)

1 unchanged sentence

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 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.

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

The estimated fair value of the 2029 Notes was $ 1,095.5 million and $ 1,086.9 million as of September 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 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.

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

The estimated fair value of the 2028 Notes was $ 402.5 million and $ 399.1 million as of September 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.

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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 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 June 30, 2025.

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

Common - Public Common - Delek Holdings (1)

4 unchanged sentences

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

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.

Balance at September 30, 2025 19,611,965 33,868,203 53,480,168

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

(2) Unit-based compensation awards are presented net of 26,260 units withheld for taxes for the nine months ended September 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 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.

During the nine months ended September 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 nine months ended September 30, 2024.

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

Cash Distributions

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June 30, 2025 $ 1.115 $ 59,612

September 30, 2025 (1)

$ 1.120 $ 59,898

(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.

(1) On October 28, 2025, the board of directors of our general partner declared this quarterly cash distribution, payable on November 13, 2025, to unitholders of record on November 7, 2025.

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

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 ranked senior to all common units with respect to distributions and rights upon liquidation.

The holders of the Preferred Units were 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 completed an offering of common units or Preferred Units, the Partnership shall redeem an amount of the Preferred Units not to

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 condensed consolidated statements of partners' equity (deficit).

Equity Method Investments

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("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.

The Partnership owns a 50 % equity interests in W2W Holdings.

Our interest in W2W Holdings includes a 15.6 % indirect interest in the Wink to Webster joint venture, and related joint venture indebtedness.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

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

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.

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

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

Red River $ 132,483 $ 136,455

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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)

Three Months Ended June 30, 2025

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

Three Months Ended September 30, 2025

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

17 unchanged sentences

Net income $ 45,560

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

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

19 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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

17 unchanged sentences

Net income $ 129,168

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

18 unchanged sentences

Net income $ 107,380

(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.

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible of $ 0.6 million and $ 4.2 million for the three and nine months ended September 30, 2024.

There was no amortization recorded during the three and nine months ended September 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.

Additionally, the wholesale marketing and terminalling segment includes amortization of the marketing contract intangible for the three and nine months ended September 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

Three Months Ended September 30, 2025

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

2 unchanged sentences

$ 47,594 $ 647 $ 1,389 $ — $ — $ 49,630

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

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

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$ 62,086 $ 1,202 $ 1,910 $ — $ — $ 65,198

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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

2 unchanged sentences

$ 236,123 $ 802 $ 3,837 $ — $ — $ 240,762

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

11 unchanged sentences

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 was recorded in other operating income, net in the 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.

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 expense (income), net in the condensed consolidated statements of income and comprehensive income.

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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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,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

Sales-type lease income $ 31,447 $ 27,791 $ 84,884 $ 27,791

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 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.

On October 28, 2025, our general partner's board of directors declared a quarterly cash distribution of 1.120 per unit, payable on November 13, 2025, to unitholders of record on November 7, 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