What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-26 · 16 added, 20 removed, 907 unchanged (4% of the section changed)

5 unchanged sentences

Our relationship with Delek Holdings and their financial condition subjects us to potential risks that are beyond our control.

Delek Holdings is the only or primary customer for a majority of our assets, including but not limited to our assets used to support the Tyler Refinery and the majority of our terminalling assets.

Delek Holdings is a primary customer for a many of our assets, including but not limited to our assets used to support the Tyler Refinery and the majority of our terminalling assets.

In addition, Delek Holdings, through inventory intermediation agreements with its assignee, is effectively the principal customer for our Big Spring Logistics Assets used to support the Big Spring Refinery and our Lion Pipeline System, the Gathering Assets, and our El Dorado, Memphis and North Little Rock terminals.

Please see Items 1 and 2.

"Business and Properties—Delek Holdings' Crude Oil and Refined Products Intermediation Agreement." As we expect to continue to derive the substantial majority of our margins from Delek Holdings, either directly or indirectly, for the foreseeable future, we are subject to the risk of nonpayment, nonperformance or underperformance by Delek Holdings under our commercial agreements or its assignees.

"Business and Properties—Delek Holdings' Crude Oil and Refined Products Intermediation Agreement." As we expect to continue to derive margins from Delek Holdings, either directly or indirectly, for the foreseeable future, we are subject to the risk of nonpayment, nonperformance or underperformance by Delek Holdings under our commercial agreements or its assignees.

If Delek Holdings were to significantly decrease, or cause the significant decrease of, the materials transported on our pipelines or the volumes of refined products handled at our terminals, whether because of business or operational difficulties or strategic decisions by Delek Holdings’ management, it is unlikely that we would be able to utilize any additional capacity on our pipelines or terminal facilities to service third-party customers without substantial capital outlays and delays, if at all, which could materially and adversely affect our results of operations, financial condition and cash flows.

86 unchanged sentences

• complexities associated with managing the larger, integrated business;

• potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Delaware Gathering Acquisition;

• potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Gravity Acquisition and H2O Midstream Acquisition;

• integrating personnel from the two companies while maintaining focus on providing consistent, high-quality products and services;

224 unchanged sentences

Any loss of our key customers, including Delek Holdings, could adversely affect our financial condition, results of operations, cash flows, ability to service our indebtedness and ability to make distributions to our unitholders.

Restrictions in our revolving credit facility and in the respective indentures governing the 2028 Notes and 2029 Notes could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders.

Our revolving credit facility and the respective indentures governing the 2028 Notes and 2029 Notes (as defined in Note 10 to our consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K) contain, and any future financing agreements may contain, operating and financial restrictions and covenants that could limit our ability to finance future operations or capital needs, or to expand or pursue our business activities, which may, in turn, limit our ability to make cash distributions to our unitholders.

Restrictions in our revolving credit facility and in the respective indentures governing the 2028 Notes, 2029 Notes and 2033 Notes could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders.

Our revolving credit facility and the respective indentures governing the 2028 Notes, 2029 Notes and 2033 Notes (as defined in Note 10 to our consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K) contain, and any future financing agreements may contain, operating and financial restrictions and covenants that could limit our ability to finance future operations or capital needs, or to expand or pursue our business activities, which may, in turn, limit our ability to make cash distributions to our unitholders.

For example, our revolving credit facility limits our ability to, among other things:

9 unchanged sentences

In addition, our revolving credit facility contains events of default customary for agreements of this nature, including the occurrence of certain change of control events.

Similarly, the respective indentures governing the 2028 Notes and 2029 Notes contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to (i) incur, assume or guarantee additional indebtedness or issue certain convertible or redeemable equity securities;

Similarly, the respective indentures governing the 2028 Notes, 2029 Notes and 2033 Notes contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to (i) incur, assume or guarantee additional indebtedness or issue certain convertible or redeemable equity securities;

(ii) create liens to secure indebtedness;

5 unchanged sentences

and (viii) enter into transactions with affiliates.

The provisions of our revolving credit facility and of the respective indentures governing the 2028 Notes and 2029 Notes may affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions.

In addition, a failure to comply with the provisions of our revolving credit facility or the indentures governing the 2028 Notes and 2029 Notes could result in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt, together with accrued and unpaid interest and certain other indebtedness and other outstanding amounts, to be immediately due and payable.

The provisions of our revolving credit facility and of the respective indentures governing the 2028 Notes, 2029 Notes and 2033 Notes may affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions.

In addition, a failure to comply with the provisions of our revolving credit facility or the indentures governing the 2028 Notes, 2029 Notes and 2033 Notes could result in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt, together with accrued and unpaid interest and certain other indebtedness and other outstanding amounts, to be immediately due and payable.

Such event of default would also permit our lenders to foreclose on our assets serving as collateral for our obligations under the revolving credit facility.

If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and our unitholders could experience a partial or total loss of their investment.

The revolving credit facility and the respective indentures governing the 2028 Notes and 2029 Notes also have cross-default provisions that would apply to certain other indebtedness we may have.

The revolving credit facility and the respective indentures governing the 2028 Notes, 2029 Notes and 2033 Notes also have cross-default provisions that would apply to certain other indebtedness we may have.

Our debt levels may limit our flexibility to obtain financing and to pursue other business opportunities.

1 unchanged sentence

We have the ability to incur additional debt;

however, such ability is subject to limitations under our revolving credit facility and the respective indentures governing the 2028 Notes and 2029 Notes.

however, such ability is subject to limitations under our revolving credit facility and the respective indentures governing the 2028 Notes, 2029 Notes and 2033 Notes.

Our level of debt could have important consequences to us, including the following:

129 unchanged sentences

In the United States, no comprehensive climate change legislation has been implemented at the federal level.

However, following the U.S.

Supreme Court finding that GHG emissions constitute a pollutant under the Clean Air Act, the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, implement New Source Performance Standards directing the reduction of methane from certain new, modified, or reconstructed facilities in the oil and natural gas sector, and together with the DOT, implement GHG emissions limits on vehicles manufactured for operation in the United States.

Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of GHG emissions.

4 unchanged sentences

On January 27, 2026, the U.S.

again began the process to withdraw from participating in the Paris Agreement.

completed the process of withdrawing from the Paris Agreement.

The adoption and implementation of new or more stringent legislation or regulations could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.

17 unchanged sentences

In August 2016, the EPA and the NHTSA jointly finalized standards for medium- and heavy-duty vehicles regulating fuel efficiency and carbon pollution.

On August 10, 2021, the NHTSA proposed to amend the CAFE standards previously published in 2020 (for model years 2024-2026) to increase the stringency at a rate of 8% a year, rather than the 1.5% set previously.

On May 2, 2022, the NHTSA published a final rule amending the CAFE standards for model years 2024–2026 to increase stringency by approximately 8% annually for model years 2024 and 2025 and 10% for model year 2026, superseding the 1.5% annual increases previously set.

Such increases in fuel economy standards and potential electrification of the vehicle fleet, along with mandated increases in use of renewable fuels discussed above, could result in decreasing demand for petroleum fuels.

15 unchanged sentences

The EPA finalized new regulations under the New Source Performance Standards (NSPS) OOOOa, OOOOb and OOOOc in March 2024 to expand and strengthen emissions reduction requirements for new, modified and reconstructed oil and natural gas sources, and require states to reduce methane emissions from existing sources nationwide.

On July 31, 2025 EPA issued an Interim Final Rule to extend several deadlines for these regulations.

Compliance costs are not expected to be material.

The BLM has also asserted regulatory authority over aspects of the hydraulic fracturing process and issued a final rule in March 2015 that established more stringent standards for performing hydraulic fracturing on federal and Indian lands, including requirements relating to well construction and integrity, handling of wastewater and chemical disclosure.

However, in December 2017, the BLM published a final rule rescinding the 2015 rule and the U.S.

District Court for the Northern District of California upheld the December 2017 rescission rule in a March 2020 decision.

Further, several federal governmental agencies have conducted reviews and studies on the environmental aspects of hydraulic fracturing, including the EPA.

2 unchanged sentences

When caused by human activity, such events are called induced seismicity.

Some state regulatory agencies, including those in Colorado, Ohio, and Texas, have modified their regulations or guidance to account for induced seismicity.

Some state regulatory

agencies, including those in Colorado, Ohio, and Texas, have modified their regulations or guidance to account for induced seismicity.

These developments could result in additional regulation and restrictions on the use of injection disposal wells and hydraulic fracturing.

63 unchanged sentences

Additionally, our use of AI software may create additional risks related to the unintentional disclosure of proprietary, confidential, personal or otherwise sensitive information.

We could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience

damage to our reputation or a loss of consumer confidence, or incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could adversely affect our reputation, business, operations or financial results.

We could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience damage to our reputation or a loss of consumer confidence, or incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could adversely affect our reputation, business, operations or financial results.

We may be adversely affected by the effects of inflation.

318 unchanged sentences

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-K

Item 1A. Risk Factors