What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-26 · 172 added, 267 removed, 501 unchanged (47% of the section changed)

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and any of its subsidiaries, other than the Partnership and its subsidiaries and its general partner.

On September 11, 2024, the Partnership acquired 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream") from H2O Midstream Holdings, LLC (the “Seller"), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “H2O Midstream Acquisition”).

See Note 3 to our consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

On December 11, 2024, we entered into an agreement to acquire 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC ("Gravity") from Gravity Water Holdings LLC (the "Gravity Purchase Agreement") related to water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”).

The Gravity Acquisition closed on January 2, 2025.

See Note 3 to our consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

The Partnership announces material information to the public about the Partnership, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Partnership's website (www.deleklogistics.com), the investor relations section of the website (www.deleklogistics.com/overview), the news section of its website (www.deleklogistics.com/news-releases), and/or social media, including its X (formerly known as Twitter) account (@DelekLogistics).

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• changes in insurance markets impacting costs and the level and types of coverage available;

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

• the timing and extent of changes in commodity prices and demand for refined products, and the impact of events such as the conflicts in Ukraine and the Middle East, and the global response to such conflicts, and any future public health crisis on such demand;

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• the ability to attract and retain key personnel;

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

• the results of our investments in joint ventures;

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We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

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

In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them.

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We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.

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

Executive Summary:

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The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region.

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 the Tyler Refinery, the El Dorado Refinery and the Big Spring Refinery.

A significant potion 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 the Tyler Refinery, El Dorado Refinery and Big Spring Refinery.

Business and Economic Environment Overview

During the year ended December 31, 2025, we made significant strides in our commitment to being a full-suite crude, gas and water midstream services provider in the Permian Basin, in addition to diversifying our customer base to include more third-party customers.

We successfully closed the H2O Midstream Acquisition that expands our gathering footprint in the Midland sub-basin of the Permian, and extended our product offering of wastewater processing and disposal.

In addition, in January 2025, the Partnership closed the Gravity Acquisition which includes integrated full-cycle water systems in the Midland Basin, in addition to produced water gathering, and transportation assets in the Bakken, and along with our H2O Midstream Acquisition, provide a strong opportunity for integrated crude and water services to its customers.

On May 1, 2025, we entered into a series of agreements with Delek Holdings which, among other things, allowed us to assume all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with our existing Midland Gathering System.

In January 2025, the Partnership closed the Gravity Acquisition which includes integrated full-cycle water systems in the Midland Basin, in addition to water gathering, and transportation assets in the Bakken, and along with our H2O Midstream Acquisition, provides a strong opportunity for integrated crude and water services to its customers.

These transactions significantly enhance our competitive position in the Midland basin and serve to further our economic separation from our sponsor and contribute to an increase in third party revenue.

As producers continue to ramp up production within the Permian Basin, the Partnership is well positioned to continue to add value through our gathering and processing services as we have expanded our dedicated crude acreage in our Midland Gathering system.

Additionally, in the Delaware Basin, we are expanding our natural gas processing capabilities by constructing a new natural gas processing plant and adding AGI and sour gas processing capabilities.

Currently, the gas plant is in its initial phase of operation, and we foresee it increasing throughput throughout 2026.

In June 2025, we successfully completed a debt issuance raising $700 million, enhancing our liquidity to over $1.0 billion.

Our disciplined approach to cost control, coupled with a focus on margin enhancements, supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities.

This strengthened financial position empowers us to advance our strategy of organic growth while also exploring attractive opportunities for bolt-on acquisitions.

Our positioning allows our customers the ability to control quality and adds optionality to place barrels in a variety of markets.

The Partnership also acquired from Delek Holdings a joint venture with an indirect interest in the Wink to Webster Pipeline.

Through our joint venture projects, we have increased our supply network to take advantage of growth opportunities in expanding markets and added additional flexibility which has delivered realized value through the Partnership system.

As a result of these efforts, the Partnership saw a $33.8 million increase in net income during the year ended December 31, 2025, as compared to the prior year period.

Our EBITDA (as defined in "Non GAAP Measures" section below) decreased $23.4 million in 2024 as compared to 2023.

This decrease is largely attributable to a change in classification of certain of our commercial agreements with Delek, which meet the criteria to be classified as sales-type leases.

Our EBITDA increased $32.9 million in 2025 as compared to 2024.

These increases are primarily attributable to earnings achieved by our H2O and Gravity acquisitions, partially offset by a decrease due to change in classification of certain of our commercial agreements with Delek, which meet the criteria to be classified as sales-type leases.

As such, certain throughput and storage fees that were previously recorded as revenue are now recorded as interest income under sales-type lease accounting.

Our gathering and processing segment saw a $7.7 million increase in segment EBITDA.

Our wholesale marketing and terminalling segment saw a $14.8 million decrease in segment EBITDA.

Our storage and transportation segment saw a $15.5 million decrease in segment EBITDA.

Segment EBITDA for our investments in pipeline joint ventures increased by $11.9 million with the acquisition of the W2W Investment from Delek Holdings.

Our gathering and processing segment saw a $52.4 million increase in segment EBITDA, largely due to the H2O Midstream and Gravity acquisitions.

Our wholesale marketing and terminalling and segment and our storage and transportation segment saw deceases in segment EBITDA of $28.8 million and $22.5 million, respectively, largely due to the aforementioned sales-type lease accounting.

Segment EBITDA for our investments in pipeline joint ventures increased by $29.1 million with the acquisition of the investment in Wink to Webster Holdings, LLC (the "W2W Investment") from Delek Holdings.

See the “Results of Operations” section below for further discussion.

The near term economic outlook still has some uncertainty with geopolitical instability and commodity market volatility.

The near-term economic outlook still has some uncertainty with the introduction of widespread tariffs by the U.S., geopolitical instability and commodity market volatility.

The uncertainty surrounding trade negotiations and the potential for further expansion of tariffs have contributed to increased market and commodity volatility and potential economic downturns.

That said, we are well positioned to manage through an economic downturn because of built-in recessionary protections which include minimum volume commitments on throughput and dedicated acreage agreements.

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Other Developments

Gravity Acquisition

On December 11, 2024, we entered into the Gravity Purchase Agreement related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $301.2 million.

The purchase price was comprised of $209.3 million in cash and 2,175,209 of common units.

Upon execution of the Gravity Purchase Agreement, we made a cash deposit of $22.8 million, recorded in other current assets on the consolidated balance sheets, which was credited to the sale upon a successful closing.

The Gravity Acquisition closed on January 2, 2025.

H2O Midstream Acquisition

On September 11, 2024, the Partnership closed the H2O Midstream Acquisition, in which we acquired water disposal and recycling operations, in the Midland Basin in Texas (the "Midland Water Gathering System") for total consideration of $229.7 million, subject to customary adjustments under the Purchase Agreement for net working capital and indebtedness.

The purchase price is comprised of approximately $159.7 million in cash and $70.0 million of preferred equity.

Wink to Webster Pipeline Investment Acquisition

On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds 50% equity interests in Wink to Webster Holdings, LLC ("W2W Holdings"), (the "W2W Investment") from a wholly owned subsidiary of Delek Holdings.

W2W Holdings includes a 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness.

Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations.

Total consideration was comprised of $83.9 million in cash (including $2.7 million post-closing adjustment), forgiveness of a $60.0 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.

Commercial Agreements with Delek Holdings

On August 5, 2024, the Partnership amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings.

These agreements have an initial term of five to seven years, with the ability to extend for an additional five years at Delek Holdings' option.

In addition, certain of these contracts have rate adjustments to be phased in over 2025 and 2026.

The amendments required the embedded leases within these agreements to be reassessed under Accounting Standards Codification 842, Leases .

As a result of these lease assessments, certain leases were reclassified from operating leases to sales-type leases.

In addition, the Partnership entered into an assignment agreement with Delek Holdings.

As a result of these agreements with Delek Holdings, we redeemed 2,500,000 common units representing limited partnership interest in us held by Delek Holdings to assign the Big Spring Refinery Marketing Agreement to Delek Holdings.

We also 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.

Natural Gas Plant

In the second quarter of 2024, the Partnership made the final investment decision to build a new natural gas processing plant adjacent to its plant in the Permian Basin.

The plant is expected to have a capacity of approximately 110 MMcf/d (as defined below) and aims to meet the rising demand for natural gas in the region.

We have engaged specialists to oversee the process, including permits, equipment procurement, and construction.

Financial projections estimate an annual EBITDA of approximately $40 million, considering increased production, cost savings, and market conditions.

Additionally, in December 2024, the Partnership announced the development of permitted AGI capabilities at the new plant.

The sour natural gas treating and acid gas injection capability is enabled by our two existing AGI well permits and amine unit currently under construction.

We expect these projects will be completed in the second half of 2025.

Contractual Rate Adjustments to Keep Pace with Inflation

On July 1, 2024, the tariffs on certain of our FERC regulated pipelines and the throughput fees and storage fees under certain of our agreements with Delek Holdings and third parties that are subject to adjustments using FERC indexing increased by approximately 1.3%, which was the amount of the change in the FERC oil pipeline index.

The tariff on FERC regulated system acquired from Delaware Gathering was adjusted as of January 1, 2024, but adjustments under agreements already in place will be capped at 3.0%.

On July 1, 2025, the tariffs on certain of our FERC regulated pipelines and the throughput fees and storage fees under certain of our agreements with Delek Holdings and third parties that are subject to adjustments using FERC indexing increased 2.0%.

Under certain of our agreements with Delek Holdings and third parties, the fees that are subject to adjustments using the consumer price index increased 2.6% and the fees that are subject to adjustments using the producer price index increased approximately 1.4%.

These adjustments allow us to maintain compliance with FERC regulations as well as to ensure that our results are reflective of current market conditions.

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

DKL Revolving Credit Facility

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.

Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $100.0 million resulting in aggregate lender commitments under the DKL Revolving Credit Facility in an amount of $1,150.0 million, including up to $146.9 million for letters of credit and $31.9 million in swing line loans.

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

On March 13, 2024, the Partnership sold $650.0 million in aggregate principal amount of 8.625% Senior Notes due 2029 (the “2029 Notes”), at par.

Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Loan Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

On April 17, 2024, the Partnership sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 101.25% and on August 16, 2024, the Partnership sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029, at 103.25% (collectively, the "Additional 2029 Notes").

The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes.

The net proceeds were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

Equity Offerings

On March 12, 2024, the Partnership completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit.

The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

Underwriting discounts totaled $5.5 million.

On October 10, 2024, the Partnership completed a public offering of its common units in which it sold 4,423,075 common units (including an overallotment option of 576,922 common units) to the underwriters of the offering at a price to the public of $39.00 per unit.

The net proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $165.6 million and were used to redeem the Preferred Units and repay a portion of the outstanding borrowings under the DKL Revolving Facility.

Underwriting discounts totaled $6.6 million.

On June 30, 2025, the Partnership sold $700.0 million in aggregate principal amount of 7.375% senior notes due 2033 (the "2033 Notes") at par.

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

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 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 cancellation of $58.8 million in existing receivables owed by Delek Holdings.

Agreements with Delek Holdings

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 occurred 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 closed effective January 1, 2026.

On January 30, 2026, the Partnership entered into asset purchase agreements with Delek Holdings (collectively, the “Intercompany Agreements”).

Pursuant to these agreements, the Partnership agreed to sell a Tyler refinery tank to Delek Holdings for total consideration of $19.0 million (the “Tyler Tank Sale”) and to sell El Dorado tank and terminal assets to Delek Holdings for total consideration of $66.0 million (the “El Dorado Terminal Sale”).

The Tyler Tank Sale and the El Dorado Terminal Sale are expected to close on April 1, 2026 and October 1, 2027, respectively, in each case subject to the satisfaction of customary closing conditions.

Under the terms of the Intercompany Agreements, the consideration for these transactions may be received in a combination of cash and equity, with up to $20.0 million of the aggregate consideration payable through the return of Partnership common units.

In addition, pursuant to the Intercompany Agreements, Delek Holdings will waive Omnibus fees for an aggregate of $4.0 million during the first two quarters of 2026.

Omnibus Agreement

On May 1, 2025, we 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.

Unit Repurchase

On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement (the “Common Unit Purchase Agreement”) whereby the Partnership may repurchase common units from time to time from Delek Holdings in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”).

During the year ended December 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 year ended December 31, 2024.

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

Gravity Acquisition

On January 2, 2025, we acquired Gravity and related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million.

The purchase price was comprised of $209.3 million in cash and 2,175,209 of common units.

This transaction further enhances our position as full service (crude, natural gas and water) provider in the Permian basin.

The acquisition is synergistic to our recent acquisition of H2O Midstream and supplements our integrated crude and produced water gathering and disposal offering in the Midland Basin.

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

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The operational assets in our gathering and processing segment consist of our pipeline assets, Midland Gathering Assets, Midland Water Gathering Assets and Delaware Gathering Assets.

The Midland Gathering Assets support our crude oil gathering activities which primarily serves Delek Holdings refining needs throughout the Permian Basin.

The Midland Gathering Assets support our crude oil gathering activities which primarily serve Delek Holdings refining needs throughout the Permian Basin.

The Midland Water Gathering Assets support our water disposal and recycling operations primarily in the Midland Basin in Texas.

The Delaware Gathering Assets support our crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico.

The Delaware Gathering Assets support our crude oil and natural gas gathering, treatment, acid gas injection, processing and transportation businesses, including the operations at Libby 1 and Libby 2 gas processing plants, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico.

While we do not take ownership of gas that is gathered, we sell the processed gas at a market price which we remit to the producer, net of our fees.

Therefore, we are not directly exposed to changes in commodity prices with respect to these operations.

Finally, our gathering and processing assets are integrated with our pipeline assets, which we use to transport gathered crude oil as well as provide other crude oil, intermediate and refined products transportation mainly in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas, as well as to certain third parties.

In providing these services, we do not take ownership of the refined products or crude oil that we transport.

While we do not take ownership of gas that is gathered, we sell the processed gas at a market price which we remit to the producer, net of our fees.

Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment.

The combination of these operational assets provides a comprehensive, integrated midstream service offering to producers and customers.

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The Partnership owns a portion of four joint ventures (accounted for as equity method investments) that have constructed separate crude oil pipeline systems and related ancillary assets primarily in the Permian Basin and Gulf Coast regions and with strategic connections to Cushing, Midland and connections from Wink, Texas to Webster, Texas and other key exchange points, which provide crude oil and refined product pipeline transportation to third parties and subsidiaries of Delek Holdings.

Corporate and Other

The corporate and other segment primarily consists of general and administrative expenses not allocated to a reportable segment, interest expense and depreciation and amortization.

When applicable, it may also contain operating segments that are not reportable and do not meet the criteria for aggregation with any of our existing reportable segments.

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

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We are supplementing our organic growth opportunities by accretive bolt-on acquisitions which enhance our full suite services offering to our customers.

A secondary benefit of growing our contribution of third-party cash flows is to continue to increase our economic separation with our sponsor Delek USA and to progress deconsolidation.

A secondary benefit of growing our contribution of third-party cash flows is to continue to increase our economic separation from our sponsor Delek Holdings and to progress deconsolidation.

2025 Strategic Focus Areas

In service to these overarching Long-Term Strategic Objectives, as we began 2024, we focused on the following Strategic Focus Areas :

Generate Stable Cash Flow

Focus on Growing Our Business through Acquisitions and Investments in Joint Ventures

In service to these overarching Long-Term Strategic Objectives, as we began 2025, we prioritized the following Strategic Focus Areas :

Achieve Strong Cash Flow Growth

Pursue Attractive Expansion Opportunities

Engage in Mutually Beneficial Transactions with Delek Holdings

Pursue Attractive Expansion and Construction Opportunities

Optimize Our Existing Assets and Expand Our Customer Base

Expand our ESG Consciousness and Lower our Carbon Footprint

Enhance our Commitment to Sustainability and Minimize our Carbon Emissions

We continue to be focused on growth opportunities in the Permian Basin given our advantageous location in the Midland and the Delaware Basins.

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2025 Strategic Scorecard

Description of Strategic Success Generate Stable Cash Flow Focus on Growing Our Business through Acquisitions and Investments in Joint Ventures Engage in Mutually Beneficial Transactions with Delek Holdings Pursue Attractive Expansion and Construction Opportunities Optimize Our Existing Assets and Expand Our Customer Base Expand our ESG Consciousness and Lower our Carbon Footprint

Acquisition of Gravity and H2O Midstream ü ü ü ü

Acquisition of indirect interest in Wink to Webster ü ü ü ü

Expansion of natural gas processing plant and sour gas processing capabilities ü ü ü

Implemented measures to reduce our overall debt profile ü ü ü ü

Amended and extended commercial agreements with Delek Holdings ü ü

Expansion of dedicated crude acreage in our gathering operations ü ü ü

Zero lost time injuries ü

Continue in Co-Developing our ESG Strategy with our General Partner ü

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

Description of Strategic Success

Achieve Strong Cash Flow Growth

Pursue Attractive Expansion Opportunities

Engage in Mutually Beneficial Transactions with Delek Holdings

Optimize Our Existing Assets and Expand Our Customer Base

Completion of debt offering, increasing our liquidity to over $1.0 billion

Acquisition of Gravity

Repurchase of common units from Delek Holdings

Began initial phase of operations of the natural gas processing plant expansion

Executed agreements with Delek Holdings to further our economic separation and increase third-party revenue

Looking Forward:

2026 Strategic Focus Areas

We continue to believe that our strategic focus areas are the right ones.

As such, we continue to refine our processes for evaluating risks and returns while maintaining a keen eye on our overarching Long-Term Strategic Objectives and our desire to create long-term operational sustainability.

To that end, our 2025 Strategic Focus Areas are as follows:

We continue to believe that our strategic focus areas are the right ones to support our long-term objectives.

As part of our ongoing commitment to operational excellence, we consistently review and refine our risk and return evaluation processes, maintaining a clear focus on our overarching Long-Term Strategic Objectives and our goal of long-term operational sustainability.

The continued separation from our parent, growth in third-party cash flows, and improved asset quality at the Partnership are opening multiple growth opportunities.

We are well positioned to build on the strong momentum established in 2025 as we move into 2026.

With this in mind, our 2026 Strategic Focus Areas are as follows:

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

• Achieve Strong Cash Flow Growth.

2025 is likely to be a transformational year for Delek Logistics as it completes the expansion of the Libby gas processing plant and integrates two free cash flow accretive acquisitions in H2O Midstream and Gravity.

The plant expansion and combined crude and water offerings in the Midland Basin are going to increase the Partnership's overall cash flow and improve our distribution coverage ratio.

Building on the transformational progress made in 2025, the Partnership expects continued cash flow growth in 2026 driven by the ramp up at the Libby gas processing plant and the ongoing completion of the sour gas gathering and acid gas injection capabilities.

The combined crude and water strategy in the Midland basin and the full-suite strategy in the Delaware Basin will be expanded through the completion of the sour gas handling, treating and acid gas injection infrastructure.

Delek Logistics is set to be one of the few midstream companies to have a comprehensive sour gas solution to enable incremental crude and natural gas production in Delaware Basin.

• Pursue Attractive Expansion Opportunities.

Continue to evaluate and pursue opportunities to grow our business through several organic growth opportunities and bolt-on acquisitions

◦ Organic growth opportunities.

The partnership is in the middle of pursuing several attractive organic growth opportunities enabled by its advantageous position in the prolific Permian Basin.

The gas plant expansion and addition of AGI and sour gas processing capabilities is enabling several additional growth options for the Partnership in the Delaware Basin.

In the Midland Basin combined crude and water offering is appealing for our customers and bringing additional growth opportunities to our system.

◦ Pursue Acquisitions.

Continue to evaluate and pursue opportunities to grow our business through several organic growth opportunities and bolt-on acquisitions The partnership continues to pursue several attractive organic growth opportunities enabled by its advantageous position in the prolific Permian Basin.

The gas plant expansion and addition of AGI and sour gas processing capabilities are enabling several additional growth opportunities for the Partnership in the Delaware Basin.

In the Midland Basin combined crude and water offering is appealing for our customers and brings additional growth opportunities to our system.

Delek logistics will also continue to look for attractive bolt-on acquisitions which are accretive to its free cash flow, EBITDA and leverage profiles.

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Additionally, we are seeking opportunities to further diversify our customer base by increasing third-party throughput volumes utilizing certain of our existing systems and expanding our existing asset portfolio to service more third-party customers.

• Expand our ESG Consciousness and Lower Our Carbon Footprint.

• Enhance Our Commitment to Sustainability and Minimize our Carbon Emissions.

Continue to look for ways to grow our business whilst staying conscious of and minimizing the negative environmental impact, while also seeking opportunities to invest in innovative technologies that will reduce our carbon emissions as we achieve our growth objectives and sustainably improve unitholder returns.

We expect to achieve this objective through ESG-Conscious Investments with Clear Value Propositions and Sustainable Returns.

We expect to achieve this objective by pursuing investments that offer clear value propositions and sustainable returns, with a focus on innovative solutions that support both our growth and environmental responsibility.

How We Evaluate Our Operations

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■ EBITDA and distributable cash flow (as such terms are defined below)

■ net income of joint ventures

■ EBITDA of joint ventures

The amount of revenue we generate primarily depends on the volumes of crude oil and refined products that we handle in our pipeline, transportation, terminalling, storage and marketing operations.

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Most of the logistics services we provide (including transportation, gathering and processing services) are subject to long-term fee-based contracts with minimum volume commitments or long-term dedicated acreage agreements which mitigate most of our short-term financial risk to price and demand volatility.

However, sustained depressed demand/prices over the longer term could not only curb exploration and production expansion opportunities under our agreements, it could also impact our customers' willingness or ability to renew commercial agreements or result in liquidity or credit constraints that could impact our longer term relationship with them.

However, sustained depressed demand/prices over the longer term could not only curb exploration and production expansion opportunities under our agreements, but it could also impact our customers' willingness or ability to renew commercial agreements or result in liquidity or credit constraints that could impact our longer-term relationship with them.

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

That said, our recent expansion of our gas processing capabilities have improved both our customer and geographic diversification which lowers concentration risk in those areas, in addition to adding service offerings to our portfolio.

That said, despite the recent crude price softness, we are seeing higher volumes in our crude gathering business.

Also, our recent expansion of our gas processing capabilities has improved both our customer and geographic diversification, which lowers concentration risk in those areas, in addition to adding service offerings to our portfolio.

Furthermore, our dedicated acreage agreements provide significant growth opportunities in strong economic conditions (e.g., high demand/high commodity prices) without incremental customer acquisition cost.

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

Non-GAAP Measures

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These financial and operational non-GAAP measures include:

• Earnings before interest, taxes, depreciation and amortization ("EBITDA") - calculated as net income 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 Consolidated Statements of Income and Comprehensive Income included in item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

• EBITDA - calculated as net income before net interest expense, income tax expense, depreciation, amortization and proportional interest, taxes, depreciation and amortization of equity method investments.

• Distributable cash flow - calculated as net cash flow from operating activities adjusted for changes in assets and liabilities, maintenance capital expenditures net of reimbursements, sales-type lease receipts, net of income recognized and other adjustments not expected to settle in cash.

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Year Ended December 31,

Net income $ 142,685 $ 126,236

Income tax expense

Depreciation and amortization

Proportional interest, taxes, depreciation and amortization from equity-method investments

Amortization of marketing contract intangible

Interest expense, net

EBITDA $ 346,913 $ 370,280

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

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Regulatory and sustaining capital expenditures not distributable (1)

(12,658) (7,272)

Reimbursement from (refund to) Delek Holdings for capital expenditures (2)

Reimbursement from Delek Holdings for capital expenditures (2)

Sales-type lease receipts, net of income recognized

Accretion (920) (705)

Deferred income taxes

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A discussion and analysis of the factors contributing to our results of operations is presented below.

A detailed discussion of the fiscal year 2023 compared to year-over-year changes from fiscal year 2022 can be found in Part II, Item 7.

Management's Discussion and Analysis, "Results of Operations", of our 2023 Annual Report on Form 10-K, filed on February 28, 2024.

The financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

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Storage and transportation

Total 940,636 1,020,409

Cost of materials and other

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Depreciation and amortization

Impairment of goodwill — 14,848

Other operating income, net

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Income tax expense

Net income 142,685 126,236

Comprehensive income

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Net income attributable to limited partners

EBITDA (2) (3)

$ 346,913 $ 370,280

Net income per limited partner unit:

Basic $ 2.99 $ 2.90

Diluted $ 2.99 $ 2.89

Weighted average limited partner units outstanding:

Basic 47,452,138 43,583,938

Diluted 47,479,248 43,611,314

(1) This information is presented at a summary level for your reference.

See the Consolidated Statements of Income and Comprehensive Income included in item 8.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for more detail regarding our results of operations.

Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for more details regarding our results of operations.

(2) For a definition of EBITDA see "Non-GAAP Measures" above.

(3) EBITDA includes $14.8 million of goodwill impairment for the year ended December 31, 2023.

Refer to Note 8 - Goodwill to our accompanying consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

We report operating results in four reportable segments:

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Results of Operations

Consolidated Results of Operations - Comparison of the Year Ended December 31, 2024 versus the Year Ended December 31, 2023 and the Year Ended December 31, 2023 versus the Year Ended December 31, 2022

Net revenues decreased by $79.8 million, or 7.8%, in the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily driven by the following:

• decreased revenue of $47.3 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon and decrease in RINs revenue:

◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.19 and $0.40 per gallon, respectively;

◦ RINs revenue decreased from $11.0 million in the year ended December 31, 2023 to $5.0 million in the year ended December 31, 2024, due to decrease in RINs prices.

• decreased revenue in our gathering and processing and storage and transportation segments due to recording certain throughput and storage fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;

• partially offset by increase in revenue associated with H20 Midstream operations of $19.5 million which began in the third quarter of 2024.

Consolidated Results of Operations - Comparison of the Year Ended December 31, 2025 versus the Year Ended December 31, 2024

Net revenues increased by $72.7 million, or 7.7%, in the year ended December 31, 2025, compared to the year ended December 31, 2024.

The increase was primarily driven by the following:

• incremental revenue associated with the operations of Gravity and H2O Midstream of $90.1 million and $41.0 million, respectively.

This increase was partially offset by the following:

• decreased revenue due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period;

• decrease of $12.1 million due to the assignment of the Big Spring Refinery marketing agreement to Delek Holdings in the third quarter of 2024;

• decreased revenue of $5.6 million in our West Texas marketing operations primarily driven by decrease in average sales prices per gallon, partially offset by increase in volumes sold and an increase in RINs revenue.

Cost of Materials and Other

Cost of materials and other decreased by $48.9 million, or 9.2%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by the following:

• decreased costs of materials and other of $40.1 million in our West Texas marketing operations primarily driven by decreased costs per gallon:

◦ the average cost per gallon of gasoline and diesel sold decreased by $0.20 per gallon and $0.36 per gallon, respectively.

• decrease of $6.1 million in our gathering and processing segment driven primarily by lower natural gas costs.

Cost of materials and other increased by $25.6 million, or 5.3%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the following:

• incremental costs associated with the operations of Gravity and H2O Midstream of $15.9 million and $3.0 million, respectively;

• an increase of $11.2 million associated with the DPG dropdown which occurred on May 1, 2025;

• partially offset by decreased costs of materials and other of $7.2 million in our West Texas marketing operations primarily driven by decrease in average cost per gallon, partially offset by increase in volumes sold.

Operating Expenses

Operating expenses increased by $45.6 million, or 37.2%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the following:

• incremental costs of $6.1 million associated with H20 Midstream operations which began in the third quarter of 2024;

• partially offset by a decrease in repairs and maintenance expenses.

• incremental costs associated with the operations of Gravity and H2O Midstream of $31.0 million and $10.6 million, respectively.

General and Administrative Expenses

General and administrative expenses increased by $11.2 million, or 45.1%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by transaction costs associated with the Gravity and H2O Midstream acquisitions, the W2W Investment acquisition, and amendments of certain agreements with Delek Holdings of $11.4 million.

General and administrative expenses decreased by $7.3 million, or 20.3%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by following:

• decrease in outside services.

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

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Depreciation and amortization increased by $29.2 million, or 30.3%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the following:

• increase of $3.7 million associated with the H20 Midstream assets acquired in the third quarter of 2024;

• depreciation associated with new projects in-serviced during the period.;

• partially offset by the derecognition of fixed assets in connection with the recognition of sales-type leases in the third quarter of 2024.

• increase of $22.2 million associated with additional fixed asset base from the Gravity and H2O Midstream Acquisitions;

• increase of $8.0 million associated with the gas plant expansion;

• increase of $5.3 million due to additional finance leases;

• partially offset by a $5.9 million decrease as a result of sales-type leases entered into during the third quarter of 2024.

Other operating income, net

Other operating income, net decreased by $0.3 million, or 22.7%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by the following:

• a decrease of $5.4 million related to a settlement of a dispute;

• partially offset by increase in gain on disposal of assets of $5.1 million, predominantly due to $8.3 million in condemnation proceeds received in the second quarter of 2024.

Other operating income, net decreased by $0.5 million, or 55.4%, in the year ended December 31, 2025, compared to the year ended December 31, 2024.

Interest Income

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Interest Expense

Interest expense increased by $7.7 million, or 5.4%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by the following:

• debt extinguishment costs of $3.6 million associated with the payoff of the DKL Term Loan Facility and the 2025 Notes with proceeds from the 2029 Notes issued in March 2024;

• interest associated with the 2029 Notes issued in the first quarter of 2024;

• partially offset by a decrease in interest associated with the DKL Revolving Facility due to lower average outstanding borrowings.

Interest expense increased by $28.3 million, or 18.8%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by

• increased interest due to the issuance of the $700 million senior note during the second quarter 2025;

• partially offset by a decrease in interest on our outstanding revolver due to a decreased average balance;

• decreased interest due to the pay off of a term loan during 2024.

Results from Equity Method Investments

Income from equity method investments increased by $11.9 million, or 37.8%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the W2W Investment, which was acquired on August 5, 2024, and contributed income of $9.2 million during the period and increases in throughput at two of our joint ventures which had been negatively impacted by the turnaround at the Tyler Refinery in prior year.

Income from equity method investments increased by $18.5 million, or 42.7%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:

• the acquisition of the W2W Investment on August 5, 2024, which contributed incremental income of $32.4 million during the period;

• partially offset by a $14.0 million decrease in income from our investments in our other joint ventures.

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

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Year Ended December 31,

Net revenues $ 364,719 $ 371,110

Cost of materials and other

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Natural Gas Gathering and Processing (Mcfd (2) )

74,831 71,239

Crude Oil Gathering (bpd (1) )

123,978 111,335

Water Disposal and Recycling (bpd (1) )

128,539 108,907

Midland Water Gathering System Volumes (3)

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(2) Mcfd - average thousand cubic feet per day.

(3) 2024 volumes include volumes from September 11, 2024, through December 31, 2024.

(3) Consists of volumes of H2O Midstream and Gravity.

2024 H2O Midstream volumes are from September 11, 2024 through December 31, 2024.

Gravity volumes are from January 2, 2025, to December 31, 2025.

Operational Comparison of the Year Ended December 31, 2025 versus the Year Ended December 31, 2024

Net revenues for the gathering and processing segment decreased by $6.4 million, or 1.7%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the following:

• recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;

• partially offset by an increase in revenue associated with the H20 Midstream operations of $19.5 million which began in the third quarter of 2024.

Net revenues for the gathering and processing segment increased by $133.4 million, or 36.6%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the following:

• an increase in revenue associated with the Gravity operations of $90.1 million which began on January 2, 2025;

• an increase in revenue associated with the H2O Midstream operations of $41.0 million which began in September 2024;

• partially offset by a decrease due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period.

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

Cost of Materials and Other

Cost of materials and other for the gathering and processing segment decreased by $6.1 million, or 7.3%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, driven primarily by the following:

• lower natural gas costs;

• partially offset by incremental costs of $1.2 million associated with H20 Midstream operations which began in the third quarter of 2024.

Cost of materials and other for the gathering and processing segment increased by $36.2 million, or 46.9%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, driven primarily by the following:

• incremental costs associated with Gravity and H2O Midstream operations of $15.9 million and $3.0 million, respectively;

• an increase of $11.2 million associated with the DPG dropdown which occurred on May 1, 2025.

Operating Expenses

Operating expenses for the gathering and processing segment increased by $5.2 million, or 6.9%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by incremental costs of $6.1 million associated with H20 Midstream operations which began in the third quarter of 2024.

Operating expenses for the gathering and processing segment increased by $47.9 million, or 59.6%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the following:

• incremental costs associated with the Gravity and H2O Midstream operations of $31.0 million and $10.6 million, respectively.

EBITDA increased by $52.4 million, or 25.3%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the following:

• incremental EBITDA of $12.1 million associated with H20 Midstream operations which began in the third quarter of 2024;

• impairment of $14.8 million taken in prior year associated with Delaware Gathering reporting unit;

• partially offset by lower revenue related to sales-type lease accounting.

• incremental EBITDA of $42.6 million and $26.7 million associated with the operations of Gravity and H2O Midstream, respectively;

• partially offset by a decrease due to recording certain throughput fees as interest income under sales-type lease accounting in the current period.

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

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Year Ended December 31,

Net revenues $ 451,522 $ 505,701

Cost of materials and other

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East Texas - Tyler Refinery sales volumes (average bpd) (1)

67,682 60,626

Big Spring marketing throughputs (average bpd) (2)

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Terminalling throughputs (average bpd) (3)

154,217 113,803

(1) Excludes jet fuel and petroleum coke.

(2) Marketing agreement terminated on August 5, 2024, upon assignment to Delek Holdings.

(3) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, our El Dorado and North Little Rock, Arkansas terminals and our Memphis and Nashville, Tennessee terminals.

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Net revenues for the wholesale marketing and terminalling segment decreased by $33.9 million, or 7.5%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the following:

• decreased revenue of $47.3 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon and decrease in RINs revenue:

◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.21 and $0.16 per gallon, respectively;

◦ RINs revenue decreased from $11.0 million in the year ended December 31, 2023 to $5.0 million in the year ended December 31, 2024, due to decrease in RINs prices.

• decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period.

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

◦ the average volumes of diesel sold increased by 6.7 million and the average volumes of gasoline sold increased by 2.2 million gallons;

◦ RINs revenue increased $3.7 million due to increased RINs prices.

• decrease due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue prior to lease commencement in prior year period;

• decrease of $12.1 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024.

The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations for the years ended December 31, 2025 and 2024.

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

Cost of Materials and Other

Cost of materials and other for the wholesale marketing and terminalling segment decreased by $6.9 million, or 2.0% , in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the following:

• decreased costs of materials and other of $40.1 million in our West Texas marketing operations primarily driven by decreased costs per gallon:

• decreased costs of materials and other of $7.2 million in our West Texas marketing operations primarily driven by decrease in average cost per gallon, partially offset by a net increase in volumes of diesel sold:

◦ the average cost per gallon of gasoline and diesel sold decreased by $0.18 per gallon and $0.17 per gallon, respectively;

The following chart shows a summary of the average prices per gallon of gasoline and diesel purchased in our West Texas operations for the years ended December 31, 2024 and 2023.

◦ the average volumes of gasoline and diesel sold increased by 6.7 million gallons and 2.2 million gallons, respectively.

The following chart shows a summary of the average cost per gallon of gasoline and diesel purchased in our West Texas operations for the years ended December 31, 2025 and 2024.

Refer to the Refined Products Volume - Gallons chart above for a summary of volumes impacting our West Texas operations.

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

Operating Expenses

Operating expenses for the wholesale marketing and terminalling segment decreased by $5.5 million or 36.8%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, driven primarily by a decrease in outside service costs.

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

EBITDA decreased by $28.8 million, or 31.4%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the following:

• a decline in wholesale margins partially due to lower RINs prices;

• lower revenue related to sales-type lease accounting;

• partially offset by decrease in operating expenses.

• lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings;

• partially offset by a $0.24 per barrel increase in wholesale margins.

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

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Year Ended December 31,

Net revenues $ 124,395 $ 143,598

Cost of materials and other

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Operational Comparison of the Year Ended December 31, 2025 versus the Year Ended December 31, 2024

Net revenues for the storage and transportation segment decreased by $19.2 million, or 13.4%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to recording certain storage fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period.

Net revenues for the storage and transportation segment decreased by $26.8 million, or 21.5%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the treatment of certain storage fees, which were accounted for as interest income under sales-type lease rules in the current year, while for most of the prior year, such fees had been recognized as revenue.

Cost of Materials and Other

Cost of materials and other for the storage and transportation segment decreased by $6.2 million, or 9.7%, in the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to decrease in trucking activity.

Cost of materials and other for the storage and transportation segment decreased by $3.7 million, or 6.5%, in the year ended December 31, 2025, compared to the year ended December 31, 2024.

Operating Expenses

Operating expenses for the storage and transportation segment increased by $0.1 million, or 0.3%, in the year ended December 31, 2025, compared to the year ended December 31, 2024.

EBITDA decreased by $15.5 million, or 24.3%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to decrease in revenue associated with sales-type lease accounting, partially offset by lower cost associated with decrease in trucking activity.

EBITDA decreased by $22.5 million, or 46.5%, in the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a decrease in revenue related to sales-type lease accounting.

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

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The table below summarizes the quarterly distributions related to our quarterly financial results:

Quarter Ended Total Quarterly Distribution Per Limited Partner Unit Total Cash Distribution (in thousands)

Quarter Ended

Total Quarterly Distribution Per Limited Partner Unit

Total Cash Distribution (in thousands)

March 31, 2024

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December 31, 2025

Equity Offerings

Underwriting discounts totaled $5.5 million.

Underwriting discounts totaled $6.6 million.

Unit Repurchase

On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement whereby the Partnership may repurchase common units from time to time from Delek Holdings in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”).The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.

During the year ended December 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 year ended December 31, 2024.

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

The following table sets forth a summary of our consolidated cash flows for the year ended December 31, 2025, and 2024 (in thousands):

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Net cash used in investing activities

Net cash provided by (used in) financing activities 179,869 (139,905)

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Operating Activities

Net cash provided by operating activities decreased by $19.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The cash receipts from customer activities decreased by $49.9 million and cash payments to suppliers and for allocations to Delek Holdings for salaries increased by $2.5 million.

In addition, cash dividends received from equity method investments increased by $14.2 million and cash paid for debt interest decreased by $19.1 million.

Net cash provided by operating activities increased by $30.8 million for the year ended December 31, 2025, compared to the year ended December 31, 2024.

The cash receipts from customer activities increased by $81.2 million and cash payments to suppliers and for allocations to Delek Holdings for salaries decreased by $23.7 million.

These increases were partially offset by a $18.0 million decrease in cash dividends received from equity method investments, as well as a $56.2 million increase in cash paid for debt interest.

Investing Activities

Net cash used in investing activities increased by $295.0 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to acquisitions of W2W investment for $83.9 million, H2O Midstream for $159.7 million and deposit for Gravity Acquisition of $22.8 million.

Additionally, purchases of property, plant and equipment increased $32.9 million, primarily associated with growth projects in our gathering and processing segment.

Partially offsetting these increases was an increase in proceeds from sale of property, plant and equipment predominantly due to $8.3 million of condemnation proceeds received from eminent domain proceedings in Texas in the current period.

Net cash used in investing activities increased by $59.6 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a increase of $138.7 million and $9.7 million in purchases of property, plant and equipment and intangibles, respectively, primarily associated with growth projects in our gathering and processing segment.

Also contributing to this increase was a decrease in proceeds from sale of property, plant and equipment of $6.2 million compared to the prior year.

Partially offsetting the increase in cash used was a decrease of $83.9 million related to asset purchases from Delek Holdings in prior year, as well as an increase in distributions received from equity method investments of $11.3 million.

Also, the Partnership executed the Gravity Acquisition for $181.2 million in the current year, as compared to H2O Acquisition in the prior year for $182.5 million.

Financing Activities

Net cash provided by financing activities increased by $32.7 million for the year ended December 31, 2025, compared to the year ended December 31, 2024.

This increase was primarily driven by increase in net proceeds from term loans of $546.5 million due to issuance of 2029 Notes net of the extinguishment of 2025 Notes and term facility, partially offset by net payments under our revolving credit facility which increased by $405.1 million due to paydown in conjunction with the issuance of the 2029 Notes.

Additionally contributing to this increase was $297.9 million of proceeds received from the equity issuances in October and March 2024.

Partially offsetting these increases was the redemption of preferred units issued in as part of consideration for the H20 Midstream acquisition in the amount of $70.8 million, an increase in deferred financing costs paid of $13.7 million associated with the 2029 Note issuances, an increase in distributions paid of $24.7 million and a $6.2 million increase in payments on other financing arrangements.

This increase was primarily driven by an increase in net proceeds on term loans of $172.3 million, a decrease in net payments on our revolving credit facility of $121.6 million.

Additionally contributing to this increase was a $70.8 million decrease related to redemption of preferred units in prior year in connection with H2O Acquisition, a $6.2 million decrease in payments on other financing arrangements, and a decrease in deferred financing costs paid of $7.4 million.

Partially offsetting the increase were a decrease of $297.9 million due to proceeds received from the equity issuances in October and March 2024, an increase in distributions paid of $33.4 million and a decrease of $10.0 million due to unit repurchases from Delek Holdings in the current period.

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

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As of December 31, 2025, we had total indebtedness of $2,361.9 million.

The increase of $173.7 million in our long-term debt balance compared to the balance at December 31, 2023 resulted from the issuance of the 2029 Notes during the year ended December 31, 2024, which was partially offset by the payments under the DKL Credit Facility and the 2025 Notes.

The increase of $476.5 million in our long-term debt balance compared to the balance at December 31, 2024, resulted from additional borrowings under our 2033 Notes, partially offset by the paydown of the revolving facility during the year ended December 31, 2025.

As of December 31, 2025, our total indebtedness consisted of:

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• An aggregate principal amount of $1,050.0 million, under the 2029 Notes (8.625% senior notes), due in 2029, with an effective interest rate of 8.80%.

We believe we were in compliance with the covenants in all debt facilities as of December 31, 2024.

• An aggregate principal amount of $700.0 million, under the 2033 Notes (7.375% senior notes), due in 2033, with an effective interest rate of 7.63%.

See Note 10 to our consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for a complete discussion of our third-party indebtedness.

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• Regulatory maintenance projects in the gathering and processing segment are those expenditures expected to be spent on certain of our pipelines to maintain their operational integrity pursuant to applicable environmental and other regulatory requirements.

Regulatory projects in the wholesale marketing and terminalling segment relates to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals in order to maintain environmental and other regulatory compliance.

Regulatory projects in the wholesale marketing and terminalling segment relate to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals in order to maintain environmental and other regulatory compliance.

These expenditures have historically been and will continue to be financed through cash generated from operations.

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The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the year ended December 31, 2025:

(in thousands) Full Year 2025 Forecast Year Ended December 31, 2024 (1)

(in thousands)

Full Year 2026 Forecast

Year Ended December 31, 2025 (1)

Gathering and Processing

Regulatory $ — $ —

Sustaining 2,715 1,599

Growth 209,300 31,881

Gathering and Processing Segment Total

Wholesale Marketing and Terminalling

Regulatory $ 6,958 $ 791

Sustaining 3,022 1,936

Growth 6,800 —

Wholesale Marketing and Terminalling Segment Total

Storage and Transportation

Regulatory $ — $ 1,155

Sustaining 6,515 7,177

Storage and Transportation Segment Total

Total Capital Spending

(1) 2024 excludes capital spending of $95.5 million related to the new gas processing plant.

Refer to 'Other 2024 Developments' section of Item 7.

Management's Discussion and Analysis, of this Annual Report on Form 10-K for further information.

(1) Amounts exclude capitalized interest and internal labor costs totaling $22.2 million, which consist of $21.7 million in our gathering and processing segment, $0.1 million in our wholesale marketing and terminalling segment, and $0.4 million in our storage and transportation segment.

The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope and completion time for our capital projects.

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Information regarding our known contractual obligations of the types described below, as of December 31, 2025, is set forth in the following table (in thousands):

<1 Year 1-3 Years 3-5 Years >5 Years Total

Long term debt and notes payable

$ — $ 435,400 $ 1,450,000 $ — $ 1,885,400

151,219 294,581 223,875 — 669,675

Finance Lease Obligation 283 526 154 — 963

Finance lease obligations

Operating lease commitments (2)

5,924 4,777 1,139 984 12,824

Total $ 157,426 $ 735,284 $ 1,675,168 $ 984 $ 2,568,862

(1) Includes expected interest payments on debt balances outstanding under the DKL Credit Facility and the 2028, 2029 and 2033 Notes at December 31, 2025.

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Accordingly, actual results may differ materially from the projected results used to determine fair value.

Goodwill in an acquisition represents the excess of the aggregate purchase price over the fair value of the identifiable net assets.

Goodwill is reviewed at least annually for impairment, or more frequently if indicators of impairment exist, such as disruptions in our business, unexpected significant declines in operating results or a sustained market capitalization decline.

Goodwill is evaluated for impairment by comparing the carrying amount of the reporting unit to its estimated fair value.

In assessing the recoverability of goodwill, assumptions are made with respect to future business conditions and estimated expected future cash flows to determine the fair value of a reporting unit.

We may consider inputs such as a market participant weighted average cost of capital ("WACC"), forecasted operating performance, volumes and capital expenditures, all of which are subject to significant judgment and estimates.

We may also consider a market approach in determining or corroborating the fair values of the reporting units using a multiple of expected future cash flows, such as those used by third-party analysts.

The market approach involves significant judgment, including selection of an appropriate peer group, selection of valuation multiples, and determination of the appropriate weighting in our valuation model.

If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, sustained decrease in the crack spreads, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required.

The most significant risks to our valuation and the potential future impairment of goodwill are the WACC and the volatility of volumes, which is based on internal forecasts and depend, in part, on assumptions about our customers’ drilling activity which is inherently subjective and contingent upon a number of variable factors (including future or expected pricing considerations).

We may also elect to perform a qualitative impairment assessment of goodwill balances.

The qualitative assessment permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount.

If a company concludes that, based on the qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company is required to perform the quantitative impairment test.

Alternatively, if a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it has completed its goodwill impairment test and does not need to perform the quantitative impairment test.

Critical Accounting Estimates

At December 31, 2024, we had two reporting units with goodwill totaling approximately $12.2 million.

For our 2024 annual goodwill impairment testing, we assessed qualitative factors such as macroeconomic conditions, industry considerations, cost factors, and reporting unit financial performance and determined it was not more likely than not that the fair value of our reporting units were less than the respective carrying value.

Therefore, in accordance with GAAP, further testing was not required.

For our 2023 annual goodwill impairment testing, our annual goodwill impairment testing was performed on a quantitative basis for our Delaware Gathering reporting unit during the fourth quarter of 2023.

As part of our annual assessment, we recorded a $14.8 million impairment charge in the fourth quarter of 2023 related to our Delaware Gathering reporting unit within the gathering and processing segment, which brought the amount of goodwill recorded within this reporting unit to zero.

The impairment was primarily driven by the significant increases in interest rates and timing of system connections with our producer customers.

The estimated fair value of our Delaware Gathering reporting unit was derived using a combination of both income and market approaches.

The income approach reflects expected future cash flows based on anticipated gross margins, operating costs, and capital expenditures.

The market approach includes both the guideline public company and guideline transaction methods.

Both market approach methods use pricing multiples derived from historical market transactions of other like-kind assets.

These fair value measurements involve significant unobservable inputs (Level 3 inputs).

Significant judgment is involved in performing these fair value estimates since the results are based on forecasted assumptions.

Significant assumptions include:

• Future volumes .

Our estimates of future throughput of crude oil, natural gas, and water volumes are based on internal forecasts and depend, in part, on assumptions about our customers’ drilling activity which is inherently subjective and contingent upon a number of variable factors (including future or expected pricing considerations), many of which are difficult to forecast.

Management considers these volume forecasts and other factors when developing our forecasted cash flows.

• Discount rate.

We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk.

This discount rate is also compared to recent observable market transactions, if possible.

A higher discount rate decreases the net present value of cash flows.

• Future capital requirements .

These are based on authorized spending and internal forecasts.

If estimates for future cash flows, which are impacted primarily by future volumes and EBITDA projections, were to decline, the overall reporting units’ fair value would decrease, resulting in potential goodwill impairment charges.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

As a result, there can be no assurance that the estimates and assumptions made for purposes of the impairment tests will prove to be an accurate prediction of the future.

For our other reporting units in 2023, we assessed qualitative factors such as macroeconomic conditions, industry considerations, cost factors, and reporting unit financial performance and determined it was not more likely than not that the fair value of our reporting units were less than the respective carrying value.

Therefore, in accordance with GAAP, further testing was not required.

An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions (e.g., pricing, volumes and discount rates) that can materially affect our estimates.

That is, unfavorable adjustments to some of the above listed assumptions may be offset by favorable adjustments in other assumptions.

New Accounting Pronouncements

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What changed 10-K

Item 7. Management’s Discussion and Analysis