1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: 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).
−Removed: 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.
−Removed: The arrangement's expiration date is March 6, 2026.
−Removed: This disclosure is being made in accordance with Item 408(a) of Regulation S-K."
−Removed: Intercompany Transactions
−Removed: On May 1, 2025, Delek Holdings and certain of its subsidiaries entered into a series of intercompany transactions with the Partnership and certain of its subsidiaries, as described below.
−Removed: The transactions, including the consideration therefor, were negotiated and approved by the Audit Committee of the Board of Directors of Delek Holdings, which is comprised solely of independent directors, and by the Conflicts Committee of the Board of Directors of our general partner, which is also comprised solely of independent directors.
−Removed: In approving the series of intercompany transactions, the Audit Committee and Conflicts Committee took into consideration the related party transaction policies for Delek Holdings and the Partnership, respectively, Delek Holdings’ Fifth Amended and Restated Bylaws and the Partnership’s Third Amended and Restated Limited Partnership Agreement, respectively, and retained independent legal advisors to assist in evaluating and negotiating the agreements implicated in the intercompany transactions.
−Removed: The Conflicts Committee also retained independent accounting and financial advisors to assist in evaluating the intercompany transactions.
−Removed: Other Information
−Removed: Delek Permian Gathering Dropdown
−Removed: 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”).
−Removed: 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;
−Removed: 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.
−Removed: 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.
−Removed: Commercial Agreements
−Removed: Termination of the East Texas Marketing Agreement
−Removed: On May 1, 2025, Delek Holdings and the Partnership, through their subsidiaries, entered into that certain Termination Agreement to terminate, in its entirety, the East Texas Marketing Agreement, dated November 7, 2012, by and between DK Trading & Supply, LLC, a wholly owned subsidiary of Delek Holdings, and Delek Marketing & Supply, LP, a wholly owned subsidiary of the Partnership, as amended by that certain First Amendment to Marketing Agreement dated July 26, 2013, and that certain Second Amendment to Marketing Agreement dated December 19, 2016 (the “Termination Agreement”).
−Removed: The Termination Agreement shall be effective as of January 1, 2026.
−Removed: The foregoing description of the Termination Agreement is not complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
−Removed: El Dorado Rail Facility Throughput Agreement
−Removed: On May 1, 2025, in connection with the Dropdown Transaction, Delek Holdings and the Partnership, through their subsidiaries, entered into that certain Second Amended and Restated Throughput Agreement for the El Dorado Rail Facility (the “Throughput Agreement”).
−Removed: The Throughput Agreement provides minimum volume commitment for Refined Products (as defined therein) until the termination of the Throughput Agreement, which will occur at the closing of the El Dorado Purchase (as defined below).
−Removed: The foregoing description of the Throughput Agreement is not complete and is qualified in its entirety by reference to the full text of the Throughput Agreement, which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q.
−Removed: El Dorado Rail Facility Asset Purchase Agreement
−Removed: 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”).
−Removed: 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 $25.0 million (the “El Dorado Purchase”).
−Removed: 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.
−Removed: The foregoing description of the El Dorado Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the El Dorado Purchase Agreement, which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
−Removed: Fifth Amended and Restated Omnibus Agreement
−Removed: On May 1, 2025, Delek Holdings and the Partnership entered into a Fifth Amended and Restated Omnibus Agreement with certain of their respective subsidiaries (the “Amended Omnibus Agreement”).
−Removed: The Amended Omnibus Agreement provides for an increase in the Administrative Fee (as defined therein) which shall be phased in over the two (2) years commencing on July 1, 2025 and a binding obligation for both Parties to negotiate in good faith the provision of transition services by Delek Holdings in the event of a change in control of the Partnership.
−Removed: The foregoing description of the Amended Omnibus Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Omnibus Agreement, which is attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q.
−Removed: * 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.
−Removed: (incorporated by reference to Exhibit 2.1 of the Partnership’s Form 10-Q filed on May 7, 2025).
−Removed: Indenture, dated as of June 30, 2025, among the Partnership, Finance Corp., the Guarantors named therein and U.S.
−Removed: Bank Trust Company, National Association, as trustee.
−Removed: (incorporated by reference to Exhibit 4.1 of the Partnership’s Current Report on Form 8-K filed on June 30, 2025).
−Removed: 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).
−Removed: ** Termination Agreement (East Texas Marketing Agreement), dated May 1, 2025, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP.
−Removed: (incorporated by reference to Exhibit 10.3 of the Partnership’s Form 10-Q filed on May 7, 2025).
−Removed: ** Second Amended and Restated Throughput Agreement, dated May 1, 2025, between Delek Logistics Operating, LLC and DK Trading & Supply, LLC.
−Removed: (incorporated by reference to Exhibit 10.4 of the Partnership’s Form 10-Q filed on May 7, 2025).
−Removed: ** Asset Purchase Agreement, dated May 1, 2025, between Delek Logistics Operating, LLC and Lion Oil Company, LLC.
−Removed: (incorporated by reference to Exhibit 10.5 of the Partnership’s Form 10-Q filed on May 7, 2025).
−Removed: ** 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.
−Removed: (incorporated by reference to Exhibit 10.6 of the Partnership’s Form 10-Q filed on May 7, 2025).
+Added: During the quarter ended September 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 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).
+Added: # Form of Indemnification Agreement for Directors and Officers of Delek Logistics GP, LLC.
# 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.
−Removed: 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):
−Removed: (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).
−Removed: 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.
+Added: 101 The following materials from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).
+Added: 104 The cover page from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, has been formatted in Inline XBRL.
# Filed herewith
14 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: August 6, 2025
+Added: November 7, 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.