What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-26 · 585 added, 598 removed, 1612 unchanged (42% of the section changed)

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate.

We acquired H2O Midstream effective September 11, 2024, and have included the operating results and assets and liabilities of H2O Midstream in our consolidated financial statements as of December 31, 2024.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Partnership’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of H2O Midstream.

H2O Midstream accounted for approximately 12.3% of total assets as of December 31, 2024 and approximately 2.1% of net revenues of the Partnership for the year ended on December 31, 2024.

We are currently in the process of integrating the H2O Midstream operations, control processes and information systems into our systems and control environment.

Controls and Procedures, and Other Information

Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2025, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Based on its assessment and review with the Audit Committee, management concluded that, as of December 31, 2025, we maintained effective internal control over financial reporting.

We acquired Gravity effective January 2, 2025, and have included the operating results and assets and liabilities of Gravity in our consolidated financial statements as of December 31, 2025.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of internal control over financial reporting did not include an assessment of those controls of Gravity.

Gravity accounted for approximately 11.3% of total assets as of December 31, 2025 and approximately 9.0% of net revenues of the Company for the year ended on December 31, 2025.

We are currently in the process of integrating the Gravity operations, control processes and information systems into our systems and control environment.

Changes in Internal Control over Financial Reporting

Other than those changes made in connection with the H2O Midstream Acquisition on September 11, 2024, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than those changes made in connection with the Gravity Acquisition on January 2, 2025, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their report, which is included in the section beginning on page F-1.

Controls and Procedures, and Other Information

OTHER INFORMATION

Delek Logistics Board Chair Transition

On February 25, 2026, the board of directors of our general partner appointed Avigal Soreq to be the Chairman of the Board of our general partner’s board of directors, effective immediately.

Ezra Uzi Yemin transitioned to Vice Chairman of our general partner’s board of directors.

Soreq and Yemin will continue to serve in all other existing positions with the Delek Holdings and the Partnership.

Employment Agreement Extension

On February 25, 2026, the Delek Holdings entered into a Fourth Amendment to Reuven Spiegel’s Executive Employment Agreement to extend the term from February 28, 2026 to June 30, 2026.

There were no changes in Mr.

Spiegel’s compensation in connection with the extension.

Rule 10b5-1 Trading Plans

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Our general partner, Delek Logistics GP, LLC, is an indirect subsidiary of Delek Holdings.

As of December 31, 2024, three individuals (Messrs.

Soreq, Spiegel, and Yemin) serve as both directors and executive officers of the general partner and as officers and, with respect to Messrs.

Soreq and Yemin, directors, of Delek Holdings.

As of December 31, 2025, two individuals (Messrs.

Soreq and Spiegel) serve as both directors and executive officers of the general partner and as officers, and with respect to Mr.

Soreq, directors of Delek Holdings and Mr.

Yemin serves as a director of the general partner and Delek Holdings.

Our general partner manages our operations and activities on our behalf through its officers and directors.

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At the date of this report, the Board consists of the following nine members:

Ezra Uzi Yemin, Sherri A.

Avigal Soreq, Ezra Uzi Yemin, Sherri A.

Brillon, Charles J.

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Haddock, Gennifer F.

Kelly, Reuven Spiegel and Avigal Soreq.

Kelly and Reuven Spiegel.

The Board has determined that each of Messrs.

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Directors' Experiences and Skills

YEMIN SOREQ BRILLON BROWN GADD GREEN HADDOCK KELLY SPIEGEL

PUBLIC COMPANY LEADERSHIP EXPERIENCE

PUBLIC COMPANY BOARD EXPERIENCE

FINANCE ● ● ● ● ● ● ● ● ●

ACCOUNTING AND AUDITING

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RISK MANAGEMENT

COMPENSATION ● ● ● ● ● ● ●

ENVIRONMENTAL/SUSTAINABILITY

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M&A/CAPITAL MARKETS

STRATEGY ● ● ● ● ● ● ● ●

GOVERNMENT/REGULATORY/PUBLIC POLICY

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The following table shows information for the directors and executive officers of our general partner.

Name Age Position With Delek Logistics GP, LLC

Avigal Soreq 47 Director and President, Delek Logistics

Ezra Uzi Yemin 56 Chairman of the Board of Directors

Brillon 65 Chair of Audit Committee and Member of Technology and Governance, Compensation and Conflicts Committees

Brown, III 77 Director, Chair of Conflicts Committee and Member of Audit and Governance and Compensation Committees

Gadd 69 Director, Chair of EHS Committee and Member of Governance and Compensation and Conflicts Committees

Frederec Charles Green 59 Director and Member of Technology Committee

Haddock 84 Director, Chair of Governance and Compensation Committee, and Member of Audit and EHS Committee

Kelly 52 Director, Chair of Technology Committee, and Member of Conflicts and EHS Committees

Reuven Spiegel 68 Director, Executive Vice President, Delek Logistics, and Chief Financial Officer

Denise McWatters 65 Executive Vice President, General Counsel and Secretary

Avigal Soreq rejoined the Partnership as President and as one of our directors on June 9, 2022, after serving as the Chief Executive Officer of El Al Israel Airlines, the national airline of Israel, since January 2021.

Position With Delek Logistics GP, LLC

Chair of the Board of Directors and President, Delek Logistics

Ezra Uzi Yemin

Vice Chair of the Board of Directors

Director, Chair of Audit Committee and Member of Technology and Governance, Compensation and Conflicts Committees

Director, Chair of Conflicts Committee and Member of Audit and Governance and Compensation Committees

Director, Chair of EHS Committee and Member of Governance and Compensation and Conflicts Committees

Frederec Charles Green

Director and Member of Technology Committee

Director, Chair of Governance and Compensation Committee, and Member of Audit and EHS Committee

Director, Chair of Technology Committee, and Member of Conflicts and EHS Committees

Reuven Spiegel

Director, Executive Vice President, DKL

Executive Vice President

Denise McWatters

Executive Vice President, General Counsel and Secretary

Robert Wright

Executive Vice President, Chief Financial Officer

Avigal Soreq has served as the Chair of the Board since February 2026.

Soreq rejoined the Partnership as President and as one of our directors on June 9, 2022, after serving as the Chief Executive Officer of El Al Israel Airlines, the national airline of Israel, since January 2021.

Soreq also currently serves as the chief executive officer and president of Delek Holdings.

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Soreq is a certified public accountant in Israel.

Ezra Uzi Yemin has served as the Chairman of the Board since April 2022 and as one of our directors since April 2001.

Yemin has served as one of our directors since April 2001 and as the chair of the Board since April 2012.

Yemin previously served as our chief executive officer and president from April 2012 and August 2019, respectively, until June 2022.

Yemin also serves as the executive chairman of the board of directors of Delek Holdings, and has served as a director since April 2001 and as the chair since December 2012.

Ezra Uzi Yemin has served as the Vice Chair of the Board since February 2026 and as one of our directors since April 2001.

Yemin previously served as Chairman of the Board from April 2022 to February 2026, our chief executive officer and president from April 2012 and August 2019, respectively, until June 2022.

Yemin also serves as the chairman of the board of directors of Delek Holdings, and has served as a director since April 2001 and as the chair since December 2012.

He also previously served as the chief executive officer and president of Delek Holdings, from June 2004 and April 2001, respectively, until June 2022.

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ERF) since October 2022.

She is a past director of the Canadian Chamber of Commerce, Alberta Energy Regulator, Tim Hortons Inc., a Canadian multinational fast food restaurant chain, and PrairieSky Royalty Ltd.

She is a past director of the Canadian Chamber of Commerce, Alberta Energy Regulator, Tim Hortons Inc., a Canadian multinational fast food restaurant chain, Enerplus Corporation, since acquired by Chord Energy Corporation (NASDAQ-GS:

CHRD), an independent exploration and production company focused on the Williston Basin, and PrairieSky Royalty Ltd.

PSK), which owns properties generating royalty revenues from petroleum and natural gas in Canada.

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Directors, Executive Officers, Corporate Governance, and Security Ownership

Reuven Spiegel has served as our Chief Financial Officer since May 2020, and as a member of the Board since July 2014.

Additionally, beginning February 2025, Mr.

Spiegel has served as Executive Vice President, Delek Logistics.

Reuven Spiegel has served as Executive Vice President, DKL since February 2025, and as a member of the Board since July 2014.

Spiegel previously served as a member of the Audit Committee from September 2014 until April 2020 and as a member of the EHS Committee from October 2016 until April 2020.

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Spiegel’s financial industry experience provides the Board with valuable expertise in the Partnership’s financial and accounting matters.

Mark Hobbs has served as our Executive Vice President since April 2025.

Hobbs previously served as our Chief Financial Officer from March 2025 to April 2025.

He currently serves as Executive Vice President and Chief Financial Officer of Delek US Holdings, Inc., where he previously served as Executive Vice President, Corporate Development.

Prior to joining Delek, he was a Managing Director in investment banking at Citigroup serving as Global Head of Downstream sector coverage since 2011 and as a member of the Clean Energy Transition group since 2021.

From 2004 through 2011, Mr.

Hobbs was a member of the Global Energy Group at UBS based in Houston and in London from 2009 until 2011 as Head of Europe, Middle East, and Africa energy coverage.

Hobbs was previously an energy investment banker in Houston with both Morgan Stanley and CS First Boston.

Hobbs holds an undergraduate degree from the University of Texas at Austin and an MBA from Columbia Business School in New York.

Denise McWatters has served as our Executive Vice President, General Counsel and Corporate Secretary since February 2021.

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McWatters served as the General Counsel of The Beck Group, an architecture, construction and design firm, from 2005 through October 2007.

Robert Wright has served our Executive Vice President, Chief Financial Officer since April 2025.

Previously, he served as Senior Vice President, Deputy Chief Financial Officer, and Chief Accounting Officer of Delek US Holdings, Inc.

and Delek Logistics, LP.

Wright joined Delek in September 2020 and has held key leadership roles overseeing financial strategy, accounting, treasury, and operational finance.

Prior to joining the Company, he held leadership positions at various downstream energy companies and was a Director at PricewaterhouseCoopers, where he worked for over 13 years specializing in the energy sector.

During his tenure at PwC, he was based in Houston, Washington, D.C., Australia, and Canada.

Wright holds an undergraduate degree from the University of Alberta and an MBA from Florida International University.

He is a designated CPA in both the U.S.

Board Leadership Structure

Yemin serves as Chairman of the Board.

He is also the Chairman of the board of directors of Delek Holdings, which provides the Board and us with important interaction with, and access to, our most important customer and majority unitholders.

Yemin also brings to the Board and us the perspective of our majority unitholder and the principal executive officer and chair of the board of publicly traded company.

The Board met 17 times in 2024, with each director attending at least 75% of the aggregate of all meetings of the Board and committees on which he or she served during the year.

Soreq serves as Chairman of the Board and Mr.

Yemin serves as Vice-Chairman of the Board.

Yemin is also the Chairman of the board of directors of Delek Holdings, which provides the Board and us with important interaction with, and access to our most important customer and majority unitholder.

Soreq and Yemin also bring to the Board and us the perspective of our majority unitholder and the principal executive officer, with respect to Mr.

Soreq, and chair of the board, with respect to Mr.

Yemin, of a publicly traded company.

The Board met eight times in 2025, with each director attending at least 75% of the aggregate of all meetings of the Board and committees on which he or she served during the year.

Because the Chairman of the Board is not an independent director, on February 22, 2021, the Board designated Ron W.

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If the communication is addressed to the Board and no particular director is named, the communication will be forwarded, depending on the subject matter, to the appropriate committee chairperson or to all members of the Board.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Committees of the Board of Directors of Our General Partner

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Brillon joined the committee in January 2021.

The Audit Committee met eight times in 2024, either in person or telephonically, with each member attending at least 75% of all meetings of the Audit Committee.

The Audit Committee met four times in 2025, either in person or telephonically, with each member attending at least 75% of all meetings of the Audit Committee.

The Board has determined that (i) each of Messrs.

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Brillon meet the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Audit Committee Members

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Kelly joined the committee in July 2020.

The Conflicts Committee met twelve times in 2024 either in person or telephonically, with each member attending all meetings of the Conflicts Committee.

The Conflicts Committee met 27 times in 2025 either in person or telephonically, with each member attending all meetings of the Conflicts Committee.

Our Partnership Agreement does not require that the Board seek approval from the Conflicts Committee to determine the resolution of any conflict of interest between us and Delek Holdings or any other person.

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These responsibilities are set forth in the EHS Committee's charter, which is available on our corporate website at www.DelekLogistics.com.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Governance and Compensation Committee

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These responsibilities are set forth in the Governance and Compensation Committee's charter, which is available on our corporate website at www.DelekLogistics.com.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Technology Committee

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A copy of any of these documents will be mailed upon a request made to Investor Relations, Delek Logistics Partners, LP, or www.deleklogistics.com/overview.

We intend to disclose any amendments to, or waivers of, the Code of Business Conduct & Ethics on behalf of our President, Chief Financial Officer and persons performing similar functions on our website, at www.DelekLogistics.com, under the “Investor Relations” caption, promptly following the date of any such amendment or waiver.

We intend to disclose any amendments to, or waivers of, the Code of Business

Directors, Executive Officers, Corporate Governance, and Security Ownership

Conduct & Ethics on behalf of our President, Chief Financial Officer and persons performing similar functions on our website, at www.DelekLogistics.com, under the “Investor Relations” caption, promptly following the date of any such amendment or waiver.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act, and regulations of the SEC thereunder, requires that the executive officers and directors of our general partner and persons who own more than ten percent of our common units, as well as certain affiliates of such persons, file initial reports of ownership of our common units and changes in their ownership with the SEC.

Executive officers, directors and persons owning more than ten percent of our common units are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such reports received by us and written representations that no other reports were required for or by those persons, we believe that, during the year ended December 31, 2025, all filing requirements applicable to the executive officers and directors of our general partner and owners of more than ten percent of our common units were met.

EXECUTIVE COMPENSATION

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This CD&A provides context and background for the compensation earned and awarded to the individuals named in the Summary Compensation Table below.

Soreq, Yemin, Sakazi and Spiegel and Ms.

McWatters are referred to collectively herein as our "named executive officers" or "NEOs".

Directors, Executive Officers, Corporate Governance, and Security Ownership

Soreq, Hobbs, Israel, Spiegel, and Wright are referred to collectively herein as our "named executive officers" or "NEOs".

Overview - Compensation Decisions and Allocation of Compensation Expenses

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Additionally, the Omnibus Agreement requires us to reimburse Delek Holdings directly for a proportionate amount of the salary and employee benefits costs of Delek Holdings employees who devote more than 50% of their time to our business and affairs.

None of our NEOs other than Mr.

Sakazi devoted more than 50% of their total business time to our business and affairs in 2024.

Although our NEOs provide services to both Delek Holdings and us, no portion of the administrative fee is specifically allocated to services provided by our NEOs to us except with respect to Mr.

Instead, the administrative fee covers all centralized services provided to us by our NEOs other than Mr.

Sakazi, and we have not reimbursed Delek Holdings for the cost of such services.

Although our NEOs provide services to both Delek Holdings and us, no portion of the administrative fee is specifically allocated to services provided by our NEOs to us .

Instead, the administrative fee covers all centralized services provided to us by our NEOs, and we have not reimbursed Delek Holdings for the cost of such services.

Except for awards under the LTIP, Delek Holdings has the ultimate decision-making authority with respect to the compensation of our NEOs.

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The Conflicts Committee’s decisions with respect to the amount of awards made under the LTIP to our NEOs are governed by the following objectives:

Directors, Executive Officers, Corporate Governance, and Security Ownership

• to motivate and retain our general partner's key executives;

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For additional detail regarding the amount of compensation our NEOs may be entitled to in the event of their termination or a change-in-control, see “—Potential Payments Upon Termination or Change-In-Control.”

Directors, Executive Officers, Corporate Governance, and Security Ownership

Compensation Consultants

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The Summary Compensation Table below summarizes the compensation for the fiscal year ended December 31, 2025 (and the two prior fiscal years) for our general partner's president (Mr.

Soreq), Executive Vice President (Mr.

Israel), principal financial officer (Mr.

Spiegel), Executive Vice President, General Counsel, and Secretary (Ms.

McWatters) and Senior Vice President (Mr.

Soreq), Executive Vice Presidents (Mr.

Spiegel and Mr.

Israel), principal financial officers (Mr.

Hobbs (Delek Holdings) and Mr.

Wright (Delek Logistics)).

Name and Principal Position

Fiscal Year Salary ($) Bonus ($) (2)

Unit Awards ($) (1)

Option Awards ($) Non-Equity Incentive ($) (4)

Option Awards ($)

Non-Equity Incentive ($)

Other Compensation ($)

Avigal Soreq,

President 2024 — — 874,962 — — — 874,962

2023 — — 874,992 — — — 874,992

2022 — — 499,955 — — — 499,955

Reuven Spiegel,

Chief Financial Officer 2024 — — 274,967 — — — 274,967

2023 — — 274,953 — — — 274,953

2022 — — 133,418 — — — 133,418

Executive Vice President

Joseph Israel

Executive Vice President

2023 — — 249,977 — — — 249,977

2022 — — — — — — —

Denise McWatters,

Executive Vice President, General Counsel and Secretary 2024 — — 174,961 — — — 174,961

2023 — — 174,998 — — — 174,998

2022 — — 166,705 — — — 166,705

Former Executive Officer

Odely Sakazi,

Senior Vice President (6)

2024 361,928 — 500,380 — — 40,215 902,523

2023 332,000 180,000 258,739 — 314,985 16,514 1,102,238

2022 300,000 — 250,075 — 305,100 11,871 867,046

(1) As noted above, no compensation other than grants of service phantom units under our LTIP is reported for the NEOs except for Mr.

Sakazi, because none of our executive officers other than Mr.

Sakazi received compensation from us or our general partner in 2024.

(2) The $180,000 was a discretionary award given as a result of the Delaware Gathering Acquisition that was paid out in March 2023.

(3) Amounts in this column represent the grant date fair value of DK PSUs, DK RSUs, with respect to Mr.

Sakazi, and DKL phantom units, with respect to all NEOs, granted under the 2016 Plan or the LTIP, as applicable.

The fair value of DK PSUs is calculated using a Monte-Carlo simulation model, which assumes a risk-free rate of interest of 4.25%, an expected term of 2.81 years and expected volatility of 51.41%.

Executive Vice President

Chief Financial Officer (DK)

Robert Wright

Executive Vice President

Chief Financial Officer (DKL)

(1) Amounts in this column represent the grant date fair value of DKL phantom units, with respect to all NEOs, granted under the 2016 Plan or the LTIP, as applicable.

The fair value of DK PSUs is calculated using a Monte-Carlo simulation model, which assumes a risk-free rate of interest range of 3.66% - 4.10% , an expected term range of 0.15 years - 2.81 years and expected volatility range of 37.85% - 48.15%.

Assumptions used in the calculation of these amounts for the 2025 fiscal year are included in Note 21 to the audited financial statements of Delek Holdings for the 2025 fiscal year included in Delek Holdings’ Annual Report on Form 10-K filed with the SEC on or about February 27, 2026.

The fair value of DK RSUs and DKL phantom units is calculated using the closing price of Delek Holdings’ Common Stock and our common limited partner units, respectively, on the date of the grant.

(4) Bonus paid under the 2024 AIP Plan for 2024 plan year.

(5) For fiscal year 2024, this amount includes matching contributions to the Partnership’s 401(k) Plan in the amount of $38,410 for Mr.

Sakazi and group term life insurance premiums of $806 for Mr.

Sakazi, this amount also includes reimbursement in the amount of $1,000 for HSA employer in 2024.

(6) During the fiscal year ended December 31, 2024, Mr.

Sakazi served as our Senior Vice President.

Sakazi departed the Partnership on February 12, 2025.

Grants of Plan Based Awards in 2025

The following table provides information regarding plan-based awards granted to our NEOs during fiscal year 2025:

Estimated Future Payouts Under Equity Incentive Plan Awards (#) (1)

All Other Stock Awards:

Number of Shares of Units (#) Grant Date Fair Value of Units and Option Awards (2)

Name Grant Date Threshold Target Maximum

Avigal Soreq 3/10/2024 22,389 (3)

Estimated Future Payouts Under Equity Incentive Plan Awards (Units)

All Other Stock Awards (Units) (2)

Grant Date Fair Value of Units and Option Awards (1)

Reuven Spiegel

Denise McWatters 3/10/2024 4,477 (3)

Joseph Israel

Former Executive Officer:

Odely Sakazi 3/10/2024 2,358 (4)

3/10/2024 1,599 (3)

3/10/2024 472 943 1,886 31,779

3/10/2024 472 943 1,886 32,307

3/10/2024 472 944 1,888 32,370

3/10/2024 943 1,886 3,772 71,857

10/07/2024 5,482 10,963 32,889 207,091

(1) The amounts in this column reflect the threshold, target, and maximum shares to be issued upon the vesting of PSUs granted to Mr.

Sakazi in 2024.

The PSUs granted on March 10, 2024 were subject to four different performance periods:

January 1, 2024 and ending December 31, 2024, January 1, 2025 and ending December 31, 2025, January 1, 2026 and ending December 31, 2026, and January 1, 2024 and ending December 31, 2026.

The PSUs granted on October 7, 2024 were subject to a performance period beginning in the third quarter of 2024 and ending December 31, 2025 as described above with respect to the EOP.

In connection with Mr.

Sakazi’s departure in February 2025, all unvested PSUs were forfeited.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Robert Wright

(1) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes over the expected term of the grant.

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The RSUs vest quarterly for three years, pro rata.

(4) The amounts in this column reflect the Delek Holdings shares to be issued upon the vesting of RSUs granted under the 2016 Plan.

The RSUs vest quarterly for three years, pro rata.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Outstanding Equity Awards at December 31, 2025

The following table provides information regarding the number of outstanding equity awards held by our NEOs at December 31, 2025.

Option Awards Unit Awards

Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date Number of Units That Have Not Vested Market Value of Units That Have Not Vested

Avigal Soreq — — n/a n/a 25,389 $1,072,939

Joseph Israel — — n/a n/a 7,335 $310,822

Denise McWatters — — n/a n/a 5,004 $211,469

Former Executive Officer:

Odely Sakazi — — n/a n/a 54,805 $587,044

Option Awards

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Number of Units That Have Not Vested

Market Value of Units That Have Not Vested

Joseph Israel

Robert Wright

Option Exercises and Stock Vested in 2025

The following table provides information about the vesting of phantom units for our NEOs during fiscal year 2025.

Option Awards Stock Awards

Name Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting Value Realized on Vesting

Avigal Soreq — $— 14,340 $572,594

Option Awards

Number of Shares Acquired on Exercise

Value Realized on Exercise

Number of Shares Acquired on Vesting

Value Realized on Vesting

Reuven Spiegel

Joseph Israel

Denise McWatters — $— 3,453 $137,554

Former Executive Officer:

Odely Sakazi — $— 3,866 $105,275

Robert Wright

Potential Payments Upon Termination or Change-In-Control

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Factors that could affect these amounts include the timing during the year of such event and our stock price.

Name Termination of Employment Change-In-Control

Avigal Soreq $— $—

Ezra Uzi Yemin $— $—

Termination of Employment

Change-In-Control

Reuven Spiegel

Denise McWatters $— $—

Odely Sakazi (1)

$1,147,769 (2)

$2,083,461 (3)

Sakazi departed the Partnership on February 12, 2025.

(2) Assumes acceleration of 1,094 unvested DK RSUs, 536 unvested DKL RSUs, and 10,836 unvested PSUs.

(3) Assumes acceleration of 3,143 unvested DK RSUs, 1,773 unvested DKL RSUs, and 24,539 unvested PSUs.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Joseph Israel

Robert Wright

2012 Long-Term Incentive Plan

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The LTIP and applicable awards provide that the Board may, in its discretion, (i) accelerate the vesting of the phantom units, (ii) make other adjustments to the terms of the phantom units, or (iii) in the event the Exchange Transaction involves the receipt of equity of another entity in exchange for units, convert the phantom units into comparable awards relating to such entity's equity.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Compensation of Directors in 2025

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Stock Awards ($) (3)

Option Awards ($) All Other Compensation ($) Total ($)

Brillon 95,000 119,991 — — 214,991

Brown, III 93,125 119,991 — — 213,116

Gadd 90,000 119,991 — — 209,991

Green 85,000 119,991 — — 204,991

Haddock 107,500 119,991 — — 227,491

Option Awards ($)

All Other Compensation ($)

Gennifer Kelly

90,000 119,991 — — 209,991

(1) Because they are officers and employees of Delek Holdings or its subsidiaries, Messrs.

Soreq, Yemin and Spiegel do not receive any compensation for their service as directors.

Soreq and Spiegel do not receive any compensation for their service as directors.

(2) This column reports the amount of cash compensation earned in 2025 for Board and committee service and the Lead Director Fee.

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Each of Messrs.

Brown, Gadd, Haddock and Green and Mses.

Brown, Gadd, Haddock, Yemin and Green and Mses.

Kelly and Brillon held 3,053 outstanding phantom units at December 31, 2025.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Compensation Committee Interlocks and Insider Participation

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There are no interlocking relationships requiring disclosure pursuant to Item 407(e)(4)(iii) of Regulation S-K.

Directors, Executive Officers, Corporate Governance, and Security Ownership

Principal Executive Officer Pay Ratio

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Amount and Nature of Beneficial Ownership of Common Stock (2)

Delek Logistics Partners, LP Delek US Holdings, Inc.

(#) (%) (#) (3)

Delek Logistics Partners, LP

Delek US Holdings, Inc.

Beneficial Owners of More Than 5% of Units:

Delek US Holdings, Inc.

34,111,278 63.6 n/a n/a

ALPS Advisors, Inc.

and Alerian MLP ETF (5)

3,287,772 6.1 n/a n/a

Directors, Director Nominees and NEOs:

Avigal Soreq (6)

24,199 * 157,882 *

Ezra Uzi Yemin (7)

210,389 * 1,103,757 1.4

Brillon 9,909 * — *

Brown, III 14,528 * — *

Gadd 29,353 * — *

Frederec Charles Green

Haddock 21,259 * 17,517 *

Kelly 10,723 * — *

Reuven Spiegel (8)

19,000 * 54,004 *

Robert Wright (9)

Denise McWatters (10)

7,185 * 43,397 *

Joseph Israel (11)

7,152 * 26,240 *

Odely Sakazi (10)

4,901 * 3,218 *

Mark Hobbs (12)

All directors, all director nominees, all NEOs and all executive officers as a group (13 persons)

436,193 * 1,558,933 1.9

Directors, Executive Officers, Corporate Governance, and Security Ownership

* Less than 1% of our issued and outstanding common units of Delek Logistics Partners, LP or issued and outstanding shares of Delek US Holdings, Inc.

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(1) Unless otherwise indicated, the address for all beneficial owners is 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027.

Directors, Executive Officers, Corporate Governance, and Security Ownership

(2) For purposes of this table, a person is deemed to have “beneficial ownership” of any securities when such person has the right to acquire them within 60 days after the Measurement Date.

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and Alerian MLP ETF have sole voting power with respect to 0 shares, sole dispositive power with respect to 0 shares, shared voting power with respect to 4,489,123 shares and shared dispositive power with respect to 4,489,123 shares.

(5) The number of our common units owned includes 4,051 phantom units that will vest within 60 days of the Measurement Date.

(6) The number of our common units owned includes 5,589 phantom units that will vest within 60 days of the Measurement Date minus 2,201 phantom units that will be withheld for payment of taxes in connection with such vesting.

The number of shares of Delek US Holdings, Inc.

Common Stock includes 21,210 RSUs that will vest within 60 days of the Measurement Date.

Common Stock includes 267,043 RSUs that will vest within 60 days of the Measurement Date minus 114,978 RSUs that will be withheld for payment of taxes in connection with such vestings.

(7) 162,217 of our units and 679,656 shares of Delek US Holdings, Inc.

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Yemin is the sole general partner.

The number of our common units owned includes 2,486 phantom units that will vest within 60 days of the Measurement Date.

The number of shares of Delek US Holdings, Inc.

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(8) The number of shares of Delek US Holdings, Inc.

Common Stock includes 9,100 RSUs that will vest within 60 days of the Measurement Date.

(8) The number of our common units owned includes 891 phantom units that will vest within 60 days of the Measurement Date.

Common Stock includes 79,980 RSUs that will vest within 60 days of the Measurement Date minus 35,720 RSUs that will be withheld for payment of taxes in connection with such vesting.

(9) The number of our common units owned includes 2,109 phantom units that will vest within 60 days of the Measurement Date minus 831 phantom units that will be withheld for payment of taxes in connection with such vestings.

The number of shares of Delek US Holdings, Inc.

Common Stock includes 11,205 RSUs that will vest within 60 days of the Measurement Date.

(9) The number of our common units owned includes 959 phantom units that will vest within 60 days of the Measurement Date.

Common Stock includes 59,845 RSUs that will vest within 60 days of the Measurement Date minus 24,965 RSUs that will be withheld for payment of taxes in connection with such vestings.

(10) The number of our common units owned includes 2,507 phantom units that will vest within 60 days of the Measurement Date minus 987 phantom units that will be withheld for payment of taxes in connection with such vesting.

The number of shares of Delek US Holdings, Inc.

Common Stock includes 1,682 RSUs that will vest within 60 days of the Measurement Date.

(10) Beneficial ownership for Mr.

Sakazi, our former Senior Vice President, is based on his most recent Form 4 filing with the SEC.

Common Stock includes 72,453 RSUs that will vest within 60 days of the Measurement Date minus 31,281 RSUs that will be withheld for payment of taxes in connection with such vestings.

(11) The number of our common units owned includes 1,885 phantom units that will vest within 60 days of the Measurement Date minus 743 phantom units that will be withheld for payment of taxes in connection with such vesting.

The number of shares of Delek US Holdings, Inc.

Common Stock includes 94,916 RSUs that will vest within 60 days of the Measurement Date minus 41,122 RSUs that will be withheld for payment of taxes in connection with such vestings.

(12) The number of our common units owned includes 1,169 phantom units that will vest within 60 days of the Measurement Date minus 461 phantom units that will be withheld for payment of taxes in connection with such vesting.

The number of shares of Delek US Holdings, Inc.

Common Stock includes 90,681 RSUs that will vest within 60 days of the Measurement Date minus 38,945 RSUs that will be withheld for payment of taxes in connection with such vestings.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, 2025 regarding our general partner's equity compensation plans.

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders 974,662 N/A 17,472

Equity compensation plans not approved by security holders — N/A —

TOTAL 974,662 N/A 17,472

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(a) The amounts in column (a) of this table reflect only phantom units that have been granted under the LTIP.

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In addition, Messrs.

Soreq, Spiegel, and Yemin and Ms.

McWatters serve as executive officers of both Delek Holdings and our general partner.

Soreq, Hobbs, Israel, Spiegel, and Wright serve as executive officers of both Delek Holdings and our general partner.

Asset Purchase Agreements with Delek Holdings

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.

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 assumed all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with the Partnership’s existing Midland Gathering System.

In addition, line fill inventory amounting to $6.9 million was transferred to the Partnership.

Total consideration included the cancellation of $58.8 million in existing receivables owed to the Partnership by Delek Holdings.

Since this transaction was between entities under common control, the impact was recorded as a distribution in the accompanying condensed consolidated statements of partners' equity.

In connection with the DPG Dropdown, on May 1, 2025, 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 will occur 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 in January 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

Distributions and Payments to Delek Holdings

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The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.

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 our 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, Omnibus Agreement and Operations and Management Services Agreement

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"Business and Properties—Commercial Agreements—Delek Holdings' Crude Oil and Refined Products Intermediation Agreement."

Certain Relationships and Related Transactions, and Director Independence

Omnibus Agreement

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• Delek Holdings' right of first refusal to purchase our assets that serve its refineries;

Certain Relationships and Related Transactions, and Director Independence

services, information technology services, legal services, health, safety and environmental services, human resource services, and insurance administration;

• our obligation to pay an annual fee to Delek Holdings for Delek Holdings' provision of centralized corporate services, including executive management services of Delek Holdings employees who devote less than 50% of their time to our business, financial and administrative services, information technology services, legal services, health, safety and environmental services, human resource services, and insurance administration;

• Delek Holdings' reimbursement to us for certain operating expenses and certain maintenance capital expenditures and Delek Holdings' indemnification of us for certain matters, including environmental, title and tax matters;

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We sold RINs in the amount of approximately $8.7 million to Delek Holdings during the year ended December 31, 2025.

Related Party Revolving Credit Facility

On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings.

The Related Party Revolving Credit Facility provides for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche.

The Related Party Revolving Credit Facility will bear interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00%.

The Related Party Revolving Credit Facility proceeds were available for the Partnership’s working capital purposes and other general corporate purposes.

On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024.

DPG Management Agreement

The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin.

The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement.

The Partnership is also considered the operator for the project and is responsible for the oversight of the project design, procurement and construction of project segments and for providing other related services.

See Note 4 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, for a discussion of and the amounts paid under the DPG Management Agreement during 2024.

Additionally, Delek Holdings paid fees to the Partnership totalling $0.5 million during the year ended December 31, 2025, pursuant to a construction management and operating agreement.

Procedures for Review, Approval or Ratification of Transactions with Related Party

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Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Partnership's Form 8-K filed on August 16, 2024).

10.1 ++ Marketing Agreement, dated November 7, 2012, by and between Delek Refining, Ltd.

and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.6 to the Partnership's Form 8-K filed on November 7, 2012, SEC File No.

10.2 First Amendment to Marketing Agreement, dated July 26, 2013, by and between Delek Refining, Ltd.

and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on November 3, 2016).

10.3 Second Amendment to Marketing Agreement, dated as of December 19, 2016, but effective as of October 1, 2016, by and between Delek Refining, Ltd.

and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-K filed on February 28, 2017).

Exhibits and Financial Statement Schedules

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

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Partnership’s Current Report on Form 8-K filed on June 30, 2025).

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

Amended and Restated Throughput and Tankage Agreement (El Dorado Terminal and Tankage) dated August 5, 2024, among DK Trading & Supply, LLC, Delek Logistics Operating, LLC, and, for limited purposes, Citigroup Energy, Inc.

(incorporated by reference to Exhibit 10.3 to the Partnership's Form 10-Q filed on August 7, 2024).

10.5 Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.

2 to the Partnership's Form 10-Q filed on August 7, 2024).

Exhibits and Financial Statement Schedules

Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.2 to the Partnership's Form 10-Q filed on August 7, 2024).

Amended and Restated Throughput Agreement (El Dorado Rail Offloading Facility) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.4 to the Partnership's Form 10-Q filed on August 7, 2024).

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Aron & Company LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on March 26, 2018).

10.8 Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.

8 to the Partnership's Form 10-Q filed on August 7, 2024).

Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.8 to the Partnership's Form 10-Q filed on August 7, 2024).

Second Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing-Big Sandy, LLC (incorporated by reference to Exhibit 10.6 to the Partnership's Form 10-Q filed on August 7, 2024).

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Aron & Company LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 8-K filed on March 26, 2018).

10.14 Fourth Amended and Restated Omnibus Agreement dated August 5, 2024, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC (incorp orated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on August 7, 2024) .

Fifth Amended and Restated Omnibus Agreement dated May 1, 2025, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.6 to the Partnership's Form 10-Q filed on May 7, 2025).

First Amendment to the Fifth Amended and Restated Omnibus Agreement dated January 30, 2026, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC.

First Amended and Restated Limited Liability Company Agreement of Rangeland RIO Pipeline, LLC, dated March 20, 2015, by and between Rangeland Energy II, LLC and DKL RIO, LLC (incorporated by reference to Exhibit 10.6 to the Partnership’s Form 10-Q filed on May 8, 2015).

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Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Delek Refining Ltd., DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.5 of the Partnership’s Form 10-Q filed on November 8, 2022).

10.24 Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.6 of the Partnership’s Form 10 Q filed on November 8, 2022).

Exhibits and Financial Statement Schedules

Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.6 of the Partnership’s Form 10 Q filed on November 8, 2022).

General Terms and Conditions for Phantom Unit Awards under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Partnership's Form 10-Q filed on August 5, 2016).

Form of Phantom Unit Agreement for Directors under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 10-Q filed on August 6, 2015).

10.27 # Form of Director Phantom Unit Award.

10.28 # Form of Employee Phantom Unit Award.

10.29 # Form of Employee Phantom Unit Award (alternative).

10.30 # Form of Performance Based Phantom Unit Award.

10.31 # Form of DKL Performance Based Phantom Unit Award (alternative).

Form of Director Phantom Unit Award (incorporated by reference to Exhibit 10.27 to the Partnership's Form 10-K filed on February 26, 2025).

Form of Employee Phantom Unit Award (incorporated by reference to Exhibit 10.28 to the Partnership's Form 10-K filed on February 26, 2025).

Form of Employee Phantom Unit Award (alternative) (incorporated by reference to Exhibit 10.29 to the Partnership's Form 10-K filed on February 26, 2025).

Form of Performance Based Phantom Unit Award (incorporated by reference to Exhibit 10.30 to the Partnership's Form 10-K filed on February 26, 2025).

Form of DKL Performance Based Phantom Unit Award (alternative) (incorporated by reference to Exhibit 10.31 to the Partnership's Form 10-K filed on February 26, 2025).

Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Registration Statement on Form S-8 (Registration No.

333-256954) filed on June 10, 2021).

10.33 Form of Indemnification Agreement for Directors and Officers of Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.36 to the Partnership's Form 10-K filed on February 25, 2022).

First Amendment to the Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Partnership’s Registration Statement on Form S-8 (Registration No.

333-285668) filed on March 10, 2025).

Form of Indemnification Agreement for Directors and Officers of Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on November 7, 2025).

Delek Logistics GP, LLC 2012 Long-Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.45 to the Partnership's Form 10-K filed on February 28, 2024).

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and Barclays Bank PLC, U.S.

Bank National Association, Regions Bank and Truist Bank as co-documentation agents.

Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 10.39 of the Partnership's Form 10-K filed on February 26, 2025).

Sixth Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated February 3, 2025, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent;

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and Barclays Bank PLC, U.S.

Bank National Association, Regions Bank and Truist Bank as co-documentation agents.

Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 10.40 of the Partnership's Form 10-K filed on February 26, 2025).

Promissory Note dated November 6, 2023 by and among the Partnership and Delek US Holdings, Inc.

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Registration Rights Agreement, dated September 11, 2024, by and between H2O Midstream Holdings, LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 10.1 to Partnership’s Current Report on Form 8-K filed on September 13, 2024).

Exhibits and Financial Statement Schedules

Registration Rights Agreement, dated January 2, 2025, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Current Report on Form 8-K filed on January 3, 2025).

Common Unit Purchase Agreement, dated February 19, 2025, by and between Delek Logistics Partners, LP and Delek US Holdings, Inc .

19.1 # Delek Logistics Partners, LP Insider Trading Policy.

21.1 # Subsidiaries of Registrant.

(incorporated by reference to Exhibit 10.45 of the Partnership's Form 10-K filed on February 26, 2025.

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

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

Termination Agreement (East Texas Marketing Agreement), dated May 1, 2025, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.3 of the Partnership’s Form 10-Q filed on May 7, 2025).

Second Amended and Restated Throughput Agreement, dated May 1, 2025, between Delek Logistics Operating, LLC and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.4 of the Partnership’s Form 10-Q filed on May 7, 2025).

Asset Purchase Agreement, dated May 1, 2025, between Delek Logistics Operating, LLC and Lion Oil Company, LLC (incorporated by reference to Exhibit 10.5 of the Partnership’s Form 10-Q filed on May 7, 2025).

Offer Letter, by and among Delek US Holdings, Inc., Delek Logistics Partners, L.P.

and Robert Wright, dated as of March 29, 2025 (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 10-Q filed on May 7, 2025).

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

and Reuven Spiegel, effective as of March 1, 2025 (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 10-Q filed on May 7, 2025).

Fourth Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc.

and Reuven Spiegel, effective as of February 24, 2026.

Delek Logistics Partners, LP Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Partnership's Form 10-K filed on February 26, 2025).

Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 of the Partnership's Form 10-K filed on February 26, 2025).

Subsidiary Guarantors of Delek Logistics Partners LP.

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

Exhibits and Financial Statement Schedules

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

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Delek Logistics Partners, LP Clawback Policy (incorporated by reference to Exhibit 97 to the Partnership's Form 10-K filed on February 28, 2024).

99.1 # Report of Independent Public Accounting Firm - Red River Pipeline Company LLC.

Weaver and Tidwell, L.L.P.

410) - Houston, Texas

The following materials from Delek Logistics Partners, LP's Annual Report on Form 10-K for the annual period ended December 31, 2025, formatted in XBRL (Inline eXtensible Business Reporting Language):

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generally accepted accounting principles.

We did not audit the financial statements of Red River Pipeline Company LLC, an entity in which the Partnership has a 33% interest.

In the consolidated financial statements, the Partnership’s investment in Red River Pipeline Company LLC is stated at $136.5 million and $141.1 million as of December 31, 2024 and 2023, respectively, and the Partnership’s equity in the net income of Red River Pipeline Company LLC is stated at $20.4 million in 2024, $18.7 million in 2023 and $20.5 million in 2022.

Those financial statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Red River Pipeline Company LLC, is based solely on the report of other auditors.

We did not audit the 2024 and 2023 financial statements of Red River Pipeline Company LLC, an entity in which the Partnership has a 33% interest.

In the consolidated financial statements, the Partnership’s investment in Red River Pipeline Company LLC is stated at $136.5 million as of December 31, 2024 and the Partnership’s equity in the net income of Red River Pipeline Company LLC is stated at $20.4 million in 2024 and $18.7 million in 2023.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2026 expressed an unqualified opinion thereon.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of H2O Midstream

Description of the Matter During 2024, the Partnership completed its acquisition of H2O Midstream for net consideration of approximately $229.7 million as disclosed in Note 3.

Acquisition of Gravity Water Intermediate Holdings, LLC

Description of the Matter

During 2025, the Partnership completed its acquisition of Gravity Water Intermediate Holdings, LLC (“Gravity”) for net consideration of approximately $300.8 million as disclosed in Note 3.

The transaction was accounted for as a business combination.

The Partnership allocated the purchase price, to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationships intangible asset of $24.2 million.

Auditing the Partnership's accounting for its acquisition of H2O Midstream was complex due to the estimation required by management to determine the fair value of the customer relationships using the income approach.

The estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships to underlying significant assumptions in future volume projections from existing H2O Midstream customers and the discount rate.

These assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement related to the Company's accounting for business combinations, including controls over the significant assumptions identified above.

Our audit procedures included, among others, assessing the appropriateness of the valuation methodologies used, evaluating the significant assumptions, and evaluating the completeness and accuracy of underlying data supporting the significant assumptions used in the valuation of the customer relationships.

For example, we compared the significant assumptions to current industry, market and economic data.

We performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of customer relationships that would result from the changes in the assumptions.

In addition, we involved our valuation specialists to assist with our evaluation of the methodologies used by the Partnership and significant assumptions used in the valuation of the customer relationships intangible assets acquired.

The Partnership allocated the purchase price to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationships intangible asset of $66.3 million, other intangibles of $31.9 million, and property, plant and equipment of $191.5 million.

Auditing the Partnership's determination of the fair value of certain acquired assets was complex due to the estimation required by management and the nature and extent of effort required to audit the fair value.

The audit procedures performed over the Partnership’s determination of the fair value of the customer relationships intangible asset, other intangible assets, and property, plant and equipment required specialized skill from distinct internal valuation specialists for each of these assets.

Additionally, in determining the fair value of the customer relationships, the audit procedures performed required additional effort because the assumptions used in the estimates prepared by management are generally forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement related to the Partnership's accounting for business combinations, including management’s controls over its process to estimate the fair value of certain acquired assets and management’s review of the assumptions used as inputs to the fair value calculations.

Our audit procedures included, among others, assessing the appropriateness of the valuation methodologies used, evaluating the assumptions, and evaluating the completeness and accuracy of underlying data supporting the assumptions used in the valuation of the assets acquired.

For example, we compared the assumptions to the historical financial performance of the acquired business, as well as current industry and market data for reasonableness.

We also performed sensitivity analyses on the assumptions, to evaluate the extent of their impact on the fair value calculations.

In addition, we involved our valuation specialists to assist with our evaluation of the methodologies and certain assumptions used by the Partnership in the valuation of the assets acquired.

/s/ Ernst & Young LLP

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In our opinion, Delek Logistics Partners, LP (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of H2O Midstream, which is included in the 2024 consolidated financial statements of the Company and constituted 12.0% of total assets as of December 31, 2024, and 2.1% of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of H2O Midstream.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Gravity, which is included in the 2025 consolidated financial statements of the Partnership and constituted 11.3% of total assets as of December 31, 2025, and 9.0% of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Partnership also did not include an evaluation of the internal control over financial reporting of Gravity.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, partners’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated February 27, 2026 expressed an unqualified opinion thereon.

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Delek Logistics Partners, LP

Consolidated Balance Sheets thousands, except unit and per unit data)

December 31, 2024 December 31, 2023

Consolidated Balance Sheets

(thousands, except unit and per unit data)

December 31, 2025

December 31, 2024

Current assets:

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Lease receivable - affiliate

Inventory 5,427 2,264

Other current assets

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Customer relationship intangibles, net

Marketing contract intangible, net — 102,155

Other intangibles, net

Goodwill 12,203 12,203

Operating lease right-of-use assets

Finance lease right-of-use assets

Net lease investment - affiliate

Other non-current assets

Total assets $ 2,041,559 $ 1,642,246

LIABILITIES AND DEFICIT

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

Current portion of long-term debt — 30,000

Interest payable

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Current portion of operating lease liabilities

Current portion of finance lease liabilities

Accrued expenses and other current liabilities

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Operating lease liabilities, net of current portion

Finance lease liabilities, net of current portion

Asset retirement obligations

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Total non-current liabilities

Equity (Deficit):

Common unitholders - public;

19,643,923 units issued and outstanding at December 31, 2025 ( 17,374,618 at December 31, 2024)

440,957 160,402

Common unitholders - Delek Holdings;

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

( 405,429 ) ( 322,271 )

Total equity (deficit) 35,528 ( 161,869 )

Total liabilities and equity (deficit) $ 2,041,559 $ 1,642,246

Total liabilities and equity

See accompanying notes to the consolidated financial statements

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Year Ended December 31,

2024 2023 2022

Affiliate (1)

$ 517,782 $ 563,803 $ 479,411

Third party 422,854 456,606 556,996

Net revenues 940,636 1,020,409 1,036,407

Cost of sales:

Cost of materials and other - affiliate (1)

349,321 396,333 496,184

Cost of materials and other - third party

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Income tax expense

Net income 142,685 126,236 159,052

Comprehensive income

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Net income attributable to limited partners

Net income per limited partner unit:

Basic $ 2.99 $ 2.90 $ 3.66

Diluted $ 2.99 $ 2.89 $ 3.66

Weighted average limited partner units outstanding:

Basic 47,452,138 43,583,938 43,487,910

Diluted 47,479,248 43,611,314 43,511,650

Net income per unit:

Weighted average common units outstanding:

(1) See Note 4 for a description of our material affiliate revenue and purchases transactions.

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(in thousands)

Common - Public Common - Delek Holdings Total Preferred

Balance at December 31, 2021

$ 166,067 $ ( 270,059 ) $ ( 103,992 ) $ —

Cash distributions (1)

( 35,868 ) ( 135,219 ) ( 171,087 ) —

Net income 33,617 125,435 159,052 —

Delek Holdings unit sale to public 5,110 ( 5,110 ) — —

Issuance of units pursuant to the Equity Distribution Agreement 3,096 — 3,096 —

Other 97 2,134 2,231 —

Common - Public

Common - Delek Holdings

Balance at December 31, 2022

172,119 ( 282,819 ) ( 110,700 ) —

Cash distributions (1)

( 38,491 ) ( 141,534 ) ( 180,025 ) —

Net income 26,857 99,379 126,236 —

Other ( 83 ) 2,703 2,620 —

Balance at December 31, 2023

160,402 ( 322,271 ) ( 161,869 ) —

Cash distributions (1)

( 57,078 ) ( 147,615 ) ( 204,693 ) —

Net income 39,544 102,373 141,917 768

Issuance of units

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Contributions

Other 234 3,123 3,357 —

Balance at December 31, 2024

$ 440,957 $ ( 405,429 ) $ 35,528 $ —

(1) Cash distributions include $ 0.3 million, $ 0.3 million and $ 0.2 million related to distribution equivalents on vested phantom units for the years ended December 31, 2024, 2023 and 2022, respectively.

Cash distributions (1)

Issuance of units

Unit repurchase

Distributions

Balance at December 31, 2025

(1) Cash distributions include $ 0.3 million related to distribution equivalents on vested phantom units for the both years ended December 31, 2024 and 2023.

There were no distribution equivalents on vested phantom units for the year ended December 31, 2025 .

See accompanying notes to the consolidated financial statements

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Year Ended December 31,

2024 2023 2022

Cash flows from operating activities:

Net income $ 142,685 $ 126,236 $ 159,052

Adjustments to reconcile net income to net cash provided by operating activities:

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Dividends from equity method investments

Loss on extinguishment of debt 3,571 —

Other non-cash adjustments

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Purchases of intangible assets

Business combinations ( 182,535 ) — ( 625,622 )

Business combination, net of cash acquired

Distributions from equity method investments

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Payments on revolving facility

( 1,521,450 )

( 1,673,200 )

Redemption of preferred units

Unit repurchase

Proceeds from issuance of common units, net of underwriters' discount

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Payments on other financing agreements

Payments on finance leases

Deferred financing costs paid

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Year Ended December 31,

2024 2023 2022

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest $ 117,299 $ 136,420 $ 78,148

Income taxes $ — $ 20 $ 43

Interest, net of capitalized interest of $ 7.9 million, $ 2.6 million and $ 1.1 million in the 2025, 2024 and 2023 periods, respectively

Non-cash investing activities:

Inventory received in connection with DPG Dropdown

Equity attributable to W2W Holdings Acquisition

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Redemption of units in connection with the assignment of Big Spring Refinery Marketing Agreement

Equipment acquired under vendor financing

Preferred units issued in connection with H2O Acquisition

Increase (decrease) in accrued capital expenditures $ 10,946 $ ( 14,765 ) $ ( 10,428 )

Forgiveness of related party receivable in connection with DPG Dropdown

Common units issued in connection with Gravity Acquisition

Increase in accrued capital expenditures

Non-cash financing activities:

Non-cash lease liability arising from obtaining right of use assets during the period $ 3,665 $ 4,966 $ 12,717

Lease liability arising from obtaining operating right-of-use assets during the period

Lease liability arising from obtaining finance right-of-use assets during the period

Decrease in right-of-use assets due to lease terminations during the period

See accompanying notes to the consolidated financial statements

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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 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 Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").

A significant portion of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").

Accounting Policies

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Use of Estimates

The preparation of our financial statements in conformity with U.S.

generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of our financial statements in conformity with United States ("U.S.") generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

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Delek Holdings accounted for more than 10 % of our consolidated accounts receivable balance as of December 31, 2025 and 2024.

Inventory consists of refined products, which are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out ("FIFO") basis.

We are not subject to concentration risk with specific suppliers, since our refined products inventory purchases are commodities that are readily available from a large selection of suppliers.

Inventory consists of refined products and crude oil, which are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out ("FIFO") basis.

We are not subject to concentration risk with specific suppliers, since our inventory purchases are commodities that are readily available from a large selection of suppliers.

Property, Plant and Equipment

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Beginning balance

Acquisition 4,852 —

Liabilities settled

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For substantially all classes of underlying assets, we have elected the practical expedient not to separate lease and non-lease components, which allows us to combine the components if certain criteria are met.

Notes to Consolidated Financial Statements

As a lessor under ASC 842, we may be required to re-classify existing operating leases to sales-type leases upon modification and related reassessment of the leases.

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This includes periodic inspections and assessments of the asset’s remaining useful life, physical condition, and market demand.

By closely tracking these factors, we are better able to anticipate the potential

Notes to Consolidated Financial Statements

impact on residual value and take proactive measures if necessary.

By closely tracking these factors, we are better able to anticipate the potential impact on residual value and take proactive measures if necessary.

Management assesses the net investment in sales-type leases for recoverability quarterly.

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Net Income per Limited Partner Unit

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

Refer to Notes 6 and 11 for further discussion.

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

Our participating securities consist of common units and preferred units.

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

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

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

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

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

As of December 31, 2024, the only potentially dilutive units outstanding consist of unvested phantom units.

For the years ended December 31, 2025, 2024 and 2023, the only potentially dilutive units outstanding consisted of unvested phantom units.

Comprehensive Income

Comprehensive income for the years ended December 31, 2025, 2024 and 2023 was equivalent to net income.

New Accounting Pronouncements Adopted During 2024

ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification.

The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature.

ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Partnership adopted the provisions of ASU 2024-02 in 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets.

The ASU also requires disclosure of the title and position of the individual or the group identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements.

The Partnership adopted the provisions of ASU 2023-07 in the fourth quarter of 2024 and resulted in additional segment reporting disclosure requirements but did not have a significant impact on our consolidated financial statements.

See Note 14 for further information.

Notes to Consolidated Financial Statements

ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06").

The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations.

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Partnership adopted the provisions of ASU 2023-06 in 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

Accounting Pronouncements Not Yet Adopted

ASU 2025-12, Codification Improvements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-12 Codification Improvements ("ASU 2025-12").

This update addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260 retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

The adoption of ASU 2025-12 will not affect our financial position or our results of operations, but could impact disclosures.

Notes to Consolidated Financial Statements

ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements ("ASU 2025-11"), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is subject to Topic 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

The adoption of ASU 2025-11 will not affect our financial position or our results of operations, but could result in additional disclosures.

ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a VIE

In May 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in a VIE.

This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date.

The adoption of ASU 2025-03 will not affect our financial position or our results of operations, but could impact future business combinations.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)

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The adoption will not affect our financial position or our results of operations.

The Partnership is currently evaluating the new disclosure requirements.

The adoption of ASU 2024-03 will not affect our financial position or our results of operations, but will result in additional disclosures.

Gravity Acquisition

On December 11, 2024, we entered into an agreement (the "Gravity Purchase Agreement") to acquire 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for a preliminary purchase price of $ 301.2 million, subject to customary adjustments for net working capital.

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 in the consolidated balance sheets, which was credited to the sale upon closing.

The Gravity Acquisition closed on January 2, 2025.

On January 2, 2025, we purchased 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for total consideration of $ 300.8 million, subject to customary adjustments for net working capital.

The purchase price was comprised of $ 209.3 million in cash, consisting of a cash deposit of $ 22.8 million paid in December 2024, upon execution of the purchase agreement and $ 186.5 million paid at closing, and 2,175,209 of common units.

For the year ended December 31, 2025, we incurred $ 5.0 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

Such costs are included in general and administrative expenses in the accompanying consolidated statements of income and comprehensive income.

Our consolidated financial and operating results reflect the Gravity Acquisition operations beginning January 2, 2025.

Our results of operations included revenue and net income of $ 90.1 million and $ 29.2 million, respectively, for the period from January 2, 2025, through December 31, 2025, related to these operations.

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.

Notes to the Consolidated Financial Statements

Determination of Purchase Price

The table below presents the purchase price (in thousands):

Base purchase price:

Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)

V arious closing adjustments

Adjusted purchase price

Fair value of common units issued (1)

Purchase price

(1) The increase from the $ 85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price.

Purchase Price Allocation

The following table summarizes the fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in thousands):

Assets acquired:

Cash and cash equivalents

Accounts receivables

Other current assets

Property, plant and equipment

Operating lease right-of-use assets

Customer relationship intangible (1)

Other intangibles (1)

Other non-current assets

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses and other current liabilities

Current portion of operating lease liabilities

Asset retirement obligations

Operating lease liabilities, net of current portion

Total liabilities assumed

Fair value of net assets acquired

(1) The acquired intangible assets amount includes the following identified intangibles:

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

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

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

Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence.

We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.

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

The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.

For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.

Notes to the Consolidated Financial Statements

Fair Value Adjustments

During the year ended December 31, 2025, the Partnership recorded the following fair value adjustments to the preliminary purchase price allocation, based on new information about facts and circumstances that existed as of the acquisition date:

Balance Sheet Description

Preliminary Value

Property, plant and equipment

Customer relationship intangible

Asset retirement obligations

Unaudited Pro Forma Financial Information

The following table summarizes the unaudited pro forma financial information of the Partnership assuming the Gravity Acquisition had occurred on January 1, 2024.

The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this acquisition based on available information and certain assumptions that management believes are factually supportable.

The most significant pro forma adjustments relate to (i) incremental interest expense associated with revolving credit facility borrowings incurred in connection with this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs.

The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition.

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company.

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

Year Ended December 31,

(in thousands)

Net income attributable to partners

H2O Midstream Acquisition

On September 11, 2024, we completed the acquisition of in which we acquired 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream Acquisition") from H2O Midstream Holdings, LLC.

On September 11, 2024, we completed an acquisition in which we acquired 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream Acquisition") from H2O Midstream Holdings, LLC.

The H2O Midstream Acquisition included water disposal and recycling operations in the Midland Basin in Texas, for total consideration of $ 229.7 million, subject to customary adjustments for net working capital.

The purchase price was comprised of $ 159.7 million in cash and $ 70.0 million of Preferred Units (as defined in Note 12).

The purchase price was comprised of $ 159.7 million in cash and $ 70.0 million of preferred units (“Preferred Units”).

The cash portion was financed through a combination of cash on hand and borrowings under the DKL Credit Facility (as defined in Note 10 ).

For the year ended December 31, 2024, we incurred $ 7.4 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees.

Such costs are included in general and administrative expenses in the accompanying consolidated statements of income and comprehensive income.

Our consolidated financial and operating results reflect the H2O Midstream Acquisition operations beginning September 11, 2024.

Our results of operations included revenue and net income of $ 19.5 million and $ 8.3 million, respectively, for the period from September 11, 2024 through December 31, 2024 related to these operations.

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values.

Notes to Consolidated Financial Statements

This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.

Determination of Purchase Price

The table below presents the estimated purchase price (in thousands):

The table below presents the purchase price (in thousands):

Base purchase price:

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Adjusted purchase price

Cash paid $ 159,735

Fair value of Preferred Units issued

Preliminary purchase price $ 229,735

Purchase price

Notes to the Consolidated Financial Statements

Purchase Price Allocation

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in thousands):

The following table summarizes the fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in thousands):

Assets acquired:

Accounts receivables

Inventories 2,448

Other current assets

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(1) The acquired intangible assets amount includes the following identified intangibles:

• Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 24.2 million, which will be amortized over an 13.4 years useful life.

• Rights-of-way intangibles valued at $ 28.5 million, which have an indefinite life.

• Favorable supply contract intangible that is subject to amortization with a preliminary fair value of $ 4.8 million which will be amortized over a 4.8 years useful life.

These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all necessary information has become available and we finalize our valuations.

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of December 31, 2024.

We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

Notes to Consolidated Financial Statements

• Customer relationship intangible that is subject to amortization with a fair value of $ 26.3 million, which will be amortized over 13.4 years.

• Rights-of-way intangibles are valued at $ 28.5 million, which have an indefinite life.

• Favorable supply contract intangible that is subject to amortization with a fair value of $ 4.8 million which will be amortized over 4.8 years.

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

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(in thousands)

Net sales $ 985,232 $ 1,107,103

Net income attributable to partners

Notes to the Consolidated Financial Statements

By acquiring Gravity and H2O Midstream, we increased third-party revenue streams, diversified our customer and product mix, and expanded our footprint in the Midland and Bakken basins, aligning with our strategic growth objectives.

Wink to Webster Pipeline Investment Acquisition

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Prior periods have not been recast as these assets do not constitute a business in accordance with ASC 805.

Delaware Gathering Acquisition

On April 8, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Partnership, entered into a Membership Interest Purchase Agreement with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100 % of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC, related to crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “Delaware Gathering Acquisition”).

We completed the Delaware Gathering Acquisition on June 1, 2022.

The purchase price for the Delaware Gathering Acquisition was $ 628.3 million, which was financed through a combination of cash on hand and borrowings under the DKL Credit Facility.

The Delaware Gathering Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values.

The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.

Notes to Consolidated Financial Statements

Related Party Transactions

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The initial expiration dates for these agreements range from 2028 to 2036.

Certain of these contracts have rate adjustments to be phased in over 2025 and 2026.

Certain of these contracts have rate adjustments to be phased in through 2026.

In addition, on August 5, 2024, the Partnership entered into an assignment agreement with Delek Holdings to assign its rights and obligations under the Big Spring Refinery Marketing Agreement to Delek Holdings.

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This intangible was transferred to Delek Holdings in conjunction with the assignment.

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 (as defined below), 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 will occur 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 would 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 in January 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

Notes to Consolidated Financial Statements

Other Agreements with Delek Holdings

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Omnibus Agreement

The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended, the "Omnibus Agreement").

On November 7, 2012, the Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended and restated, the "Omnibus Agreement").

The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $ 8.7 million to Delek Holdings for its provision of centralized corporate services to the Partnership.

Pursuant to the terms of the Omnibus Agreement, we were reimbursed by Delek Holdings for certain capital expenditures.

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

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

Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures.

These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset.

There were no reimbursements by Delek Holdings during the years ended December 31, 2024 and 2022.

There were no reimbursements by Delek Holdings during the year ended December 31, 2025 and 2024.

We were reimbursed a nominal amount during the year ended December 31, 2023.

Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement.

As of December 31, 2024 and 2023, there was no receivable from related parties for these matters.

These reimbursements are recorded as reductions to operating expenses.

There were no reimbursements for these matters during the years ended December 31, 2024, 2023 and 2022.

Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreeme nt.

As of December 31, 2025 and December 31, 2024, there was no receivable from related parties for these matters.

These reimbursements are recorded as reductions to operating expense.

There were no reimbursements for these matters during years ended December 31, 2025, 2024 and 2023.

Other Agreements

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These amounts are included in operating expenses in the accompanying consolidated statements of income and comprehensive income.

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 addition, line fill inventory amounting to $ 6.9 million was transferred to the Partnership.

Total consideration included the cancellation of $ 58.8 million in existing receivables owed to the Partnership by Delek Holdings.

Since this transaction was between entities under common control, the impact was recorded as a distribution in the accompanying condensed consolidated statements of partners' equity.

Notes to Consolidated Financial Statements

Other Transactions

The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services.

Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment.

The agreement extends through December 2024.

Total fees paid to the Partnership were $ 1.5 million, $ 1.6 million and $ 1.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, which are recorded in affiliate revenue in our consolidated statements of income.

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

Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.

Delek Holdings Unit Sale to Public

On December 22, 2021, Delek Holdings issued a press release regarding a program to sell up to 434,590 common limited partner units representing limited partner interests in the Partnership.

We will not sell any securities under this program and we will not receive any proceeds from the sale of the securities by Delek Holdings.

For the year ended December 31, 2022, Delek Holdings sold 385,522 common limited partner units for gross proceeds of $ 16.4 million ($ 13.6 million, net of taxes).

Summary of Transactions

Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales.

Income from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings under commercial agreements based on regulated tariff rates or contractually based fees and product sales, and interest income associated with those commercial agreements classified as sales-type leases.

Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement.

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Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses.

In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other.

In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other-affiliate.

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

Year Ended December 31,

2024 2023 2022

Revenues $ 517,782 $ 563,803 $ 479,411

Purchases from Affiliates

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Operating and maintenance expenses

$ 64,778 $ 64,636 $ 53,803

General and administrative expenses

$ 12,040 $ 14,908 $ 13,565

Notes to Consolidated Financial Statements

Quarterly Cash Distribution

Date of Distribution Distributions paid to Delek Holdings (in thousands)

Date of Distribution

Distributions paid to Delek Holdings (in thousands)

February 11, 2025

May 15, 2024 36,713

August 14, 2025

November 13, 2025

Total $ 147,615

February 12, 2024

May 15, 2023 35,169

August 14, 2024

November 14, 2024

Total $ 141,534

February 9, 2023

May 12, 2022 33,625

August 14, 2023

November 13, 2023

Total $ 135,219

Notes to Consolidated Financial Statements

We generate revenue by charging fees for gathering, transporting, offloading and storing crude oil and natural gas;

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(1) performance of the contracts is dependent on specified property, plant or equipment and (2) it is remote that one or more parties other than Delek Holdings will take more than a minor amount of the output associated with the specified property, plant or equipment.

The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):

Year Ended December 31, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Service Revenue - Third Party

Service Revenue - Affiliate

14,111 23,857 54,869 92,837

Product Revenue - Third Party

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Total Revenue

Notes to Consolidated Financial Statements

Year Ended December 31, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Service Revenue - Third Party

Service Revenue - Affiliate (1)

9,730 48,618 55,691 114,039

Product Revenue - Third Party

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Lease Revenue - Affiliate

187,108 47,410 76,578 311,096

Total Revenue

Year ended December 31, 2023

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Service Revenue - Third Party

Service Revenue - Affiliate (1)

16,458 32,593 — 49,051

Product Revenue - Third Party

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Total Revenue

(1) Net of $ 4.2 million of amortization expense for the year ended December 31, 2024 and $ 7.2 million of amortization expense for the both years ended December 31, 2023 and 2022, related to the marketing contract intangible recorded in the wholesale marketing and terminalling segment.

As of December 31, 2024, we expect to recognize approximately $ 1.0 billion in service revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings.

(1) Net of $ 4.2 million and $ 7.2 million for the years ended December 31, 2024 and 2023, respectively, related to the marketing contract intangible recorded in the wholesale marketing and terminalling segment.

For the year ended December 31, 2025, no amortization was recorded related to this intangible, as the associated agreement was terminated on August 5, 2024.

As of December 31, 2025, we expect to recognize approximately $ 536.7 million in service revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings.

Most of these agreements have an initial term ranging from five to ten years , which may be extended for various renewal terms.

We disclose information about remaining performance obligations that have original expected durations of greater than one year.

Notes to Consolidated Financial Statements

Our unfulfilled performance obligations as of December 31, 2025, were as follows (in thousands):

2025 $ 218,931

2030 and thereafter

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Net Income per Unit

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

Our participating securities consist of common units and preferred units.

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

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

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

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

As of December 31, 2024, 2023 and 2022, the only potentially dilutive units outstanding consist of unvested phantom units.

Notes to Consolidated Financial Statements

Our distributions earned with respect to a given period are declared subsequent to quarter end.

Accordingly, the table below represents total cash distributions applicable to the period in which the distributions are earned.

The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):

Year Ended December 31,

2024 2023 2022

Net income $ 142,685 $ 126,236 $ 159,052

Limited partners' distribution declared on common units 204,407 179,774 170,877

Distributions declared on preferred units 768 — —

Limited partners' distribution on common units

Distributions on preferred units

Undistributed net loss

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Net income per limited partner unit:

Basic $ 2.99 $ 2.90 $ 3.66

$ 2.99 $ 2.89 $ 3.66

1) There were 5,114 , 18,945 and 41,790 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the years ended December 31, 2025, 2024 and 2023, respectively.

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Property, plant and equipment, at cost, consist of the following (in thousands):

Land $ 17,052 $ 17,367

Building and building improvements

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Accumulated goodwill impairment was $ 14.8 million as of December 31, 2025, 2024 and 2023.

A summary of our goodwill by segment is as follows (in thousands):

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Total

December 31, 2022 $ 19,003 $ 7,499 $ 549 $ 27,051

Goodwill Impairment ( 14,848 ) — — ( 14,848 )

December 31, 2023 4,155 7,499 549 12,203

December 31, 2024 $ 4,155 $ 7,499 $ 549 $ 12,203

As of December 31, 2025, 2024,and 2023, our goodwill by segment was $ 4.2 million, $ 7.5 million and $ 0.5 million, in our gathering and processing, wholesale marketing and terminalling and storage and transportation, respectively.

Other Intangible Assets

Our identifiable intangible assets are as follows (in thousands):

As of December 31, 2024 As of December 31, 2023

Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net

As of December 31, 2025

As of December 31, 2024

Accumulated Amortization

Intangible assets subject to amortization:

Customer relationships 11.6 - 13.4 years

$ 234,231 $ ( 47,320 ) $ 186,911 $ 210,000 $ ( 28,664 ) $ 181,336

Marketing contract 20 years — — — 144,219 ( 42,064 ) 102,155

Rights-of-way assets 8 - 35 years

14,892 ( 1,778 ) 13,114 14,892 ( 1,078 ) 13,814

Favorable contract 4.8 years

4,775 ( 307 ) 4,468 — — —

Customer relationships

11.6 - 32.2 years

Rights-of-way assets

8 - 86.6 years

Favorable contract

Intangible assets not subject to amortization:

Rights-of-way assets Indefinite 76,965 76,965 45,722 45,722

Total $ 330,863 $ ( 49,405 ) $ 281,458 $ 414,833 $ ( 71,806 ) $ 343,027

Rights-of-way assets

Amortization of the rights-of-way assets and customer relationships intangibles assets was $ 23.7 million, $ 19.6 million and $ 18.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in depreciation and amortization in the accompanying consolidated statements of income and comprehensive income.

Amortization of the marketing contract was $ 4.2 million during the year ended December 31, 2024 and $ 7.2 million during the years ended December 31, 2023 and 2022 and is included as a reduction of net revenue in the accompanying consolidated statements of income and comprehensive income.

Amortization of the marketing contract was $ 4.2 million and $ 7.2 million during the years ended December 31, 2024 and 2023, respectively, with no amortization recorded during December 31, 2025, and is included as a reduction of net revenue in the accompanying consolidated statements of income and comprehensive income.

This marketing contract intangible was transferred to Delek Holdings in conjunction with assignment agreement entered into on August 5, 2024;

see Note 4 for additional information.

Notes to Consolidated Financial Statements

Amortization expense for the next five years is estimated to be as follows (in thousands):

2025 $ 21,618

2026 $ 21,618

2027 $ 21,618

2028 $ 21,618

2029 $ 21,059

Notes to Consolidated Financial Statements

Long-Term Obligations

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

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

DKL Revolving Facility

DKL Term Facility — 281,250

2029 Notes 1,050,000 —

2028 Notes 400,000 400,000

2025 Notes — 250,000

Principal amount of long-term debt

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Total debt, net of unamortized discount and premium and deferred financing costs

Current portion of long-term debt and notes payable — 30,000

Long-term debt, net of current portion $ 1,875,397 $ 1,673,789

DKL Credit Facility

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SOFR rate borrowings included a credit spread adjustment of 0.10 % to 0.25 % plus an applicable margin of 3.50 % for the first year and 4.00 % for the second year.

At December 31, 2023, the weighted average borrowing rate was approximately 9.46 %.

Debt extinguishment costs were $ 2.1 million and are recorded in interest expense, net in the accompanying consolidated statements of income and comprehensive income.

Debt extinguishment costs were $ 2.1 million for the year ended December 31, 2024, and were recorded in interest expense in the accompanying consolidated statements of income and comprehensive income.

On March 29, 2024, the Partnership entered into a Fourth Amendment to the amended and restated senior secured revolving credit agreement (the "DKL Revolving Facility") which among other things increased the U.S.

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As of December 31, 2025 and December 31, 2024, the weighted average interest rate was 6.58 % and 7.27 %, respectively.

Borrowings under the DKL Term Facility bore interest at the election of the Partnership at either a U.S.

dollar prime rate, plus an applicable margin of 2.50 % for the first year of the DKL Term Facility and 3.00 % for the second year of the DKL Term Facility, or a SOFR rate plus a credit spread adjustment of 0.10 % for one-month interest periods and 0.25 % for three-month interest periods plus an applicable margin of 3.50 % for

Notes to Consolidated Financial Statements

the first year of the Term Facility and 4.00 % for the second year of the DKL Term Facility.

At December 31, 2023, the weighted average borrowing rate was approximately 9.46 %.

The DKL Credit Facility contains affirmative and negative covenants and events of default, which the Partnership considers customary and are similar to those in our predecessor DKL Credit Facility.

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As of December 31, 2025, we were in compliance with covenants on all of our debt instruments.

Notes to Consolidated Financial Statements

Related Party Revolving Credit Facility

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On June 30, 2025, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp.

("Finance Corp." and together with the Partnership, the "Issuers") sold $ 700.0 million in aggregate principal amount of 7.375 % senior notes due 2033 (the "2033 Notes") at par, pursuant to an indenture with U.S.

Bank Trust Company, National Association as trustee.

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

The 2033 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries.

The 2033 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers.

The 2033 Notes will mature on June 30, 2033, and interest on the 2033 Notes is payable semi-annually in arrears on each June 30 and December 30, commencing December 30, 2025.

At any time prior to June 30, 2028, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2033 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 107.375 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

Prior to June 30, 2028, the Issuers may also redeem all or part of the 2033 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations.

In addition, beginning on June 30, 2028, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2033 Notes, at a redemption price of 103.688 % of the redeemed principal for the twelve-month period beginning on June 30, 2028, 101.844 % for the twelve-month period beginning on June 30, 2029, and 100.00 % beginning on June 30, 2030 and thereafter, plus accrued and unpaid interest, if any.

In the event of a change of control, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2033 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

We recorded $ 11.1 million of debt issuance costs which will be amortized over the term of the 2033 Notes and included in interest expense in the accompanying condensed consolidated statements of income.

As of December 31, 2025, the effective interest rate was 7.63 %.

The estimated fair value of the 2033 Notes was $ 716.4 million as of December 31, 2025, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

On March 13, 2024, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp.

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The 2029 Notes will mature on March 15, 2029, and interest on the 2029 Notes is payable semi-annually in arrears on each March 15 and September 15, commencing September 15, 2024.

Notes to Consolidated Financial Statements

At any time prior to March 15, 2026, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2029 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 108.625 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

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In the event of a change of control, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2029 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

Notes to Consolidated Financial Statements

We recorded $ 17.5 million of debt issuance costs which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying consolidated statements of income and comprehensive income.

1 unchanged sentence

As of December 31, 2025, the effective interest rate was 8.80 %.

The estimated fair value of the 2029 Notes was $ 1,086.9 million as of December 31, 2024, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

The estimated fair value of the 2029 Notes was $ 1,100.4 million and $ 1,086.9 million as of December 31, 2025 and December 31, 2024, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

On May 24, 2021, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp.

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The estimated fair value of the 2028 Notes was $ 402.7 million and $ 399.1 million as of December 31, 2025 and December 31, 2024, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

Our 2025 Notes are general unsecured senior obligations comprised of $ 250.0 million in aggregate principal of 6.75 % senior notes maturing on May 15, 2025.

Our 2025 Notes were general unsecured senior obligations comprised of $ 250.0 million in aggregate principal of 6.75 % senior notes maturing on May 15, 2025.

Concurrent with the issuance of the 2029 Notes, the Partnership made a cash tender offer (the "Offer") for all of the outstanding 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer.

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All the remaining 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption.

Debt extinguishment costs were $ 1.5 million and are recorded in interest expense, net in the accompanying consolidated statements of income and comprehensive income.

The estimated fair value of the 2025 Notes was $ 248.7 million as of December 31, 2023, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

Debt extinguishment costs were $ 1.5 million and were recorded in interest expense in the accompanying condensed consolidated statements of income and comprehensive income for the year ended December 31, 2024.

Principal maturities of the Partnership's existing third-party debt instruments for the next five years and thereafter are as follows as of December 31, 2025 (in thousands):

Year Ended December 31, Total

2029 1,050,000

Total $ 1,885,400

Year Ended December 31,

Notes to Consolidated Financial Statements

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Underwriting discounts totaled $ 5.5 million.

On November 14, 2022, we entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (the “Manager”) under which we may issue and sell, from time to time, to or through the Manager, as sales agent and/or principal, as applicable, common units representing limited partner interests, having an aggregate offering price of up to $ 100.0 million.

The Equity Distribution Agreement provides us the right, but not the obligation, to sell common units in the future, at prices we deem appropriate.

The net proceeds from any sales under this agreement will be used for general partnership purposes.

For the year ended December 31, 2022, we sold 59,192 common units under the Equity Distribution Agreement for net proceeds of $ 3.1 million.

Underwriting discounts were immaterial.

Equity Activity

The table below summarizes the changes in the number of units outstanding from December 31, 2023 through December 31, 2025.

Common - Public Common - Delek Holdings Total

Balance at December 31, 2021 8,774,053 34,696,800 43,470,853

Delek Holdings resale of units 385,522 ( 385,522 ) —

Unit-based compensation awards (1)

38,538 — 38,538

Issuance of units pursuant to the Equity Distribution Agreement 59,192 — 59,192

Common - Public

Common - Delek Holdings

Balance at December 31, 2022

Unit-based compensation awards (1)

42,458 — 42,458

Balance at December 31, 2023

Unit-based compensation awards (1)

67,364 — 67,364

Equity offering units issued

Redemption of units associated with BSR Marketing Agreement

( 2,500,000 )

Issuance of units in connection with W2W Acquisition

Balance at December 31, 2024

Unit-based compensation awards (1)

Issuance of units in connection with Gravity Acquisition

Unit repurchase

Balance at December 31, 2025

(1) Unit-based compensation awards are presented net of 37,541 , 24,056 and 18,694 units withheld for taxes as of December 31, 2025, 2024 and 2023, respectively.

2 unchanged sentences

Costs associated with the issuance of securities are allocated to all unitholders' capital accounts based on their ownership interest at the time of issuance.

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”).

The purchase price per common unit in each Repurchase will be the 30-day volume weighted-average price of the common units at the close of trading on the day prior to the closing date subject to certain limitations set forth in the Common Unit Purchase Agreement.

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.

Cash Distributions

3 unchanged sentences

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)

December 31, 2021 $ 0.975 $ 42,384

March 31, 2022 $ 0.980 $ 42,604

June 30, 2022 $ 0.985 $ 42,832

September 30, 2022 $ 0.990 $ 43,057

Quarter Ended

Total Quarterly Distribution Per Limited Partner Unit

Total Cash Distribution (in thousands)

December 31, 2023

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On September 11, 2024 (the “Closing Date”), the Partnership issued 70,000 preferred units (“Preferred Units”) in connection with the H2O Midstream Acquisition for an amount equal to $ 70.0 million.

Preferred Units rank senior to all common units with respect to distributions and rights upon liquidation.

The holders of the Preferred Units are entitled to receive, when and if declared by the board, a quarterly distribution equal to the amount of distributions they would have received on an as converted basis at a price of $ 41.04 , including any special distributions made to common unitholders.

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

The holders of the Preferred Units were entitled to receive, when and if declared by the board, a quarterly distribution equal to the amount of distributions they would have received on an as converted basis at a price of $ 41.04 , including any special distributions made to common unitholders.

At any time, the Partnership may redeem, in whole or part, the Preferred Units at a redemption price of $ 1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount, to be settled in cash.

In addition, at any time prior to October 31, 2027, if the Partnership completes an offering of common units or Preferred Units, the Partnership shall redeem an amount of the Preferred Units not to exceed the amount equal to the net cash proceeds to the Partnership from such offering, after deducting underwriting discounts and commissions and offering expenses payable by the Partnership at a redemption price of $ 1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount.

In addition, at any time prior to October 31, 2027, if the Partnership completed an offering of common units or Preferred Units, the Partnership shall redeem an amount of the Preferred Units not to exceed the amount equal to the net cash proceeds to the Partnership from such offering, after deducting underwriting discounts and commissions and offering expenses payable by the Partnership at a redemption price of $ 1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount.

As a result of our public offering of common units completed on October 10, 2024, the Partnership redeemed all 70,000 of the Preferred Units for at a redemption price of $ 1,000 per unit.

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("CP LLC") to operate one of these pipeline systems and a 33 % membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics") to operate the other pipeline system.

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

On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds a 50 % equity interest in W2W Holdings.

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

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

Notes to Consolidated Financial Statements

As of December 31, 2025, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to W2W Holdings, nor any third-party associated with W2W Holdings contracted work.

The Partnership's maximum exposure to any losses incurred by W2W Holdings is limited to its investment.

The Partnership did not provide any financial support to equity method investments that it was not contractually obligated to provide during the years ended December 31, 2025, 2024, and 2023.

Notes to Consolidated Financial Statements

Summarized financial information for W2W Holdings on a 100% basis is shown below (in thousands):

As of December 31, 2025

As of December 31, 2024

Current Assets

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Year Ended December 31,

Revenues $ 88,603

Gross profit $ 88,603

Operating income

Net income $ 59,442

Combined summarized financial information for the three remaining joint ventures on a 100% basis is shown below (in thousands):

As of December 31, 2024 As of December 31, 2023

Current Assets $ 44,655 $ 55,948

Non-current Assets $ 588,441 $ 607,002

Current liabilities $ 9,889 $ 8,994

Non-current liabilities $ 572 $ 63

Years Ended December 31,

2024 2023 2022

Revenues $ 134,736 $ 139,699 $ 140,634

Gross profit $ 85,955 $ 89,132 $ 88,575

Operating income $ 82,708 $ 84,349 $ 85,096

Net income $ 84,131 $ 85,636 $ 85,311

The Partnership's investment balances in these joint ventures were as follows (in thousands):

As of December 31, 2024 As of December 31, 2023

Red River $ 136,455 $ 141,091

W2W Holdings 86,117 —

CP LLC 59,252 61,273

As of December 31, 2025

As of December 31, 2024

Andeavor Logistics

Total Equity Method Investments

We aggregate our operating segments into four reportable segments:

We review operating results in four reportable segments:

(i) gathering and processing;

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and (iv) investment in pipeline joint ventures.

Operations that are not specifically included in the reportable segments are included in Corporate and other segment.

Operations that are not specifically included in the reportable segments are included in Corporate and other.

The Partnership defines its segments based on how internally reported financial information is regularly reviewed by its chief operating decision maker ("CODM") to analyze financial performance, make decisions and allocate resources.

Notes to Consolidated Financial Statements

The CODM is the President of the Partnership.

The CODM evaluates performance based on EBITDA for planning and forecasting purposes.

The CODM evaluates performance based on segment EBITDA for planning and forecasting purposes.

The CODM considers budget to actual variances on a monthly basis when making decisions about allocation of operating and capital resources to each segment.

EBITDA is an important measure used by management to evaluate the financial performance of our core operations.

EBITDA is not a GAAP measure, but the components of EBITDA are computed using amounts that are determined in accordance with GAAP.

A reconciliation of EBITDA to Net Income is included in the tables below.

We define EBITDA as net income (loss) 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 accompanying consolidated statements of income and comprehensive income.

Segment EBITDA is an important measure used by management to evaluate the financial performance of our core operations.

As of the fourth quarter of 2025, we define segment EBITDA as net income (loss) before net interest expense, income tax expense, depreciation, amortization, and proportional interest, taxes, depreciation and amortization of equity method investments.

Segment data for prior periods has been restated and is consistent with the current year presentation.

A reconciliation of segment EBITDA to net Income is included in the tables below.

Assets by segment are not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.

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

Notes to Consolidated Financial Statements

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

Year Ended December 31, 2025

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

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Net revenues:

Affiliate (1)

$ 180,763 $ 221,503 $ 115,516 $ — $ — $ 517,782

Third party 183,956 230,019 8,879 — — 422,854

Total revenue

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Operating expenses

Income from equity method investments — — — ( 43,301 ) — ( 43,301 )

Proportional EBITDA from equity method investments

Other segment items (2)

215 ( 4,076 ) 232 — 34,184 30,555

Segment EBITDA

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other

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

Depreciation and amortization

Amortization of marketing contract intangible — 4,206 — — — 4,206

Interest income

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Income tax expense

Net income $ 142,685

Capital spending (2)

$ 128,927 $ 2,727 $ 8,332 $ — $ — $ 139,986

Year Ended December 31, 2024

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

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Net revenues:

Affiliate (1)

$ 212,537 $ 218,997 $ 132,269 $ — $ — $ 563,803

Third party 158,573 286,704 11,329 — — 456,606

Total revenue

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Operating expenses

Income from equity method investments — — — ( 31,433 ) — ( 31,433 )

Proportional EBITDA from equity method investments

Other segment items (2)

13,393 ( 7,143 ) ( 2,066 ) — 26,650 30,834

Segment EBITDA

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other

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

Depreciation and amortization

Amortization of marketing contract intangible

Interest income

Interest expense

Income tax expense

Net income $ 126,236

Capital spending (2)

$ 74,683 $ 2,111 $ 4,548 $ — $ — $ 81,342

Notes to Consolidated Financial Statements

Year ended December 31, 2023

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

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Net revenues:

Affiliate (1)

$ 185,845 $ 173,084 $ 120,482 $ — $ — $ 479,411

Third party 119,582 415,800 21,614 — — 556,996

Total revenue

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Operating expenses

Income from equity method investments — — — ( 31,683 ) — ( 31,683 )

Proportional EBITDA from equity method investments

Other segment items (2)

441 ( 5,125 ) 1,031 30,136 26,483

Segment EBITDA

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other

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

Depreciation and amortization

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Income tax expense

Net income $ 159,052

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible of $ 4.2 million and $ 7.2 million for the years ended December 31, 2024 and 2023, respectively.

There was no amortization recorded during the year ended December 31, 2025, related to this intangible, as the associated agreement was terminated on August 5, 2024.

(2) Other segment items include general and administrative expense, other operating (income) loss and other income.

Additionally, the wholesale marketing and terminalling segment includes amortization of the marketing contract intangible for the years ended December 31, 2024 and 2023.

Notes to Consolidated Financial Statements

The following is a summary of other segment information for the periods indicated:

Year Ended December 31, 2025

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Corporate and Other

Depreciation and amortization

Interest income

Capital spending (1)

$ 122,594 $ 1,548 $ 6,528 $ — $ — $ 130,670

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible.

Year Ended December 31, 2024

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Corporate and Other

Depreciation and amortization

Interest income

Amortization of marketing contract intangible

Capital spending (1)

Year ended December 31, 2023

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Corporate and Other

Depreciation and amortization

Amortization of marketing contract intangible

Capital spending (1)

(1) Capital spending includes additions on an accrual basis.

(3) Other segment items include general and administrative expense, gain on disposal of assets, other income, net and the amortization of the marketing contract intangible in the wholesale marketing and terminalling segment.

Additionally, our gathering and processing segment includes $ 14.8 million of goodwill impairment expense for the year ended December 31, 2023.

Notes to Consolidated Financial Statements

Commitments and Contingencies

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As a result of this expansion, two tanks owned by the Partnership were impacted.

This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $ 8.3 million in condemnation proceeds, which are recorded in other operating income, net in the accompanying consolidated statements of income and comprehensive income.

This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $ 8.3 million in condemnation proceeds, which was recorded in other operating expense (income), net in the consolidated statements of income and comprehensive income.

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

Environmental, Health and Safety

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These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public.

The State of Mexico promulgated new regulations to limit emissions from oil and gas operations in 2022.

The State of New Mexico promulgated new regulations to limit emissions from oil and gas operations in 2022.

The cost to comply is not expected to be material.

Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.

Notes to Consolidated Financial Statements

Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, salt wells, trucks and related operations, and may be subject to revocation, modification and renewal.

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility.

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Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.

Notes to Consolidated Financial Statements

We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment.

We also have noncancelable finance leases primarily associated with compressors and transportation equipment.

Our remaining lease terms range from less than one year to 39 years with renewal options ranging from 3 to 40 years, and some agreements have multiple renewal options.

The components of lease cost are as follows (in thousands) (1) :

Years Ended December 31,

2024 2023 2022

Year Ended December 31,

Components of lease costs

Operating lease cost

Finance lease cost:

Amortization of ROU assets

Interest on lease liabilities

Total finance lease cost

Short-term lease cost

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Total lease cost

(1) Includes an immaterial amount of financing lease cost.

(1) An immaterial amount of finance lease costs was included in operating lease costs during the years ended December 31, 2024 and 2023.

Supplemental balance sheet information related to leases is as follows:

Years Ended December 31,

Year Ended December 31,

Weighted-average remaining lease term (years) for operating leases

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(1) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842.

Supplemental cash flow and other information related to leases are as follows (in thousands):

Years Ended December 31,

2024 2023 2022

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ ( 8,101 ) $ ( 9,588 ) $ ( 12,054 )

Leased assets obtained in exchange for new operating lease liabilities $ 3,665 $ 3,804 $ 12,682

Leased assets obtained in exchange for new financing lease liabilities $ — $ 1,162 $ 35

Notes to Consolidated Financial Statements

Maturities of lease liabilities as of December 31, 2025 are as follows (in thousands):

Year Ended December 31, Operating Finance

2025 $ 5,924 $ 283

2026 2,871 263

2027 1,906 263

Year Ended December 31,

2031 and thereafter

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Lease liabilities

Notes to Consolidated Financial Statements

We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings.

These agreements have remaining terms ranging from 3 to 12 years with renewal options ranging from 2 to 10 years, and some agreements have multiple renewal options.

These agreements have remaining terms ranging from 2 to 11 years with renewal options of 5 years, and some agreements have multiple renewal options.

Revenue from these leases are recorded in affiliate revenue in the consolidated statements of income.

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We recognized any billings in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in Net Revenues - Affiliate in the accompanying consolidated statements of income and comprehensive income.

We did not elect to use the practical expedient to combine lease and non-lease components for lessor arrangements.

The tables below represent the portion of the contracts allocated to the lease component based on relative standalone selling price.

Lease income included in the consolidated statements of income and comprehensive income was as follows:

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Sales-type lease income

We did not elect to use the practical expedient to combine lease and non-lease components for lessor arrangements.

The tables below represent the portion of the contracts allocated to the lease component based on relative standalone selling price.

The following presents the consolidated financial statement impact of sales-type leases on commencement or modification date for the year ended December 31, 2024.

There were no amounts recognized for the year ended December 31, 2023.

These transactions are non-cash transactions.

We did not have any sales-type leases that commenced during the year ended December 31, 2025.

The amount recognized on commencement date was recorded in contributions in the consolidated statements of partners' equity (deficit), given the underlying agreements are between entities under common control.

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Amount recognized on commencement date

Notes to Consolidated Financial Statements

The following is a schedule of annual undiscounted minimum future lease cash receipts on the non-cancelable operating leases as of December 31, 2025 (in thousands):

2025 $ 108,376

2031 and thereafter

Total minimum future lease revenue

Notes to Consolidated Financial Statements

Annual future minimum undiscounted lease receipts under our sales-type leases were as follows as of December 31, 2025 (in thousands):

2025 $ 104,323

2031 and thereafter

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Lease receivable

The components of our aggregate net investment in sales-type leases are as follows:

Year Ended December 31,

Lease receivable

Current lease receivables (1)

Long-term lease receivables

Unguaranteed residual assets (3)

(1) This amount does not include the unguaranteed residual assets.

Unguaranteed residual assets (noncurrent)

Net lease investment - affiliate

(1) Presented in Lease receivable - affiliate, in the consolidated balance sheets.

(3) Presented in Net lease investment - affiliate in the consolidated balance sheets.

The following table summarized our investment in assets held under operating lease by major classes (in thousands):

Land $ 11,643 $ 14,946

Building and building improvements

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Property, plant and equipment, net

Capital expenditures related to assets subject to sales-type lease arrangements were $ 0.6 million for the year ended December 31, 2024.

There were no capital expenditures related to assets subject to sales-type lease arrangements for both the years ended December 31, 2023 and 2022.

These amounts are reflected as additions to property, plant and equipment in the consolidated statements of cash flows.

Subsequent Events

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On January 26, 2026, our general partner's board of directors declared a quarterly cash distribution of $ 1.125 per unit, payable on February 12, 2026, to unitholders of record on February 5, 2026.

Unit Buyback Authorization

On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement (the “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 purchase price per common unit in each Repurchase will be the 30-day volume weighted average price of the common units at the close of trading on the day prior to the closing date subject to certain limitations set forth in the Purchase Agreement.

The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.

Asset Purchase Agreements with Delek Holdings

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.

Form 10-K Summary

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by and through its general partner, Delek Logistics GP, LLC

/s/ Reuven Spiegel

Reuven Spiegel

Director, Executive Vice President, Delek Logistics, and Chief Financial Officer

/s/ Robert Wright

Robert Wright

Executive Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer)

February 27, 2026

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(Principal Executive Officer)

/s/ Reuven Spiegel

Reuven Spiegel

Director, Executive Vice President, Delek Logistics, and Chief Financial Officer

(Principal Financial Officer)

/s/ Robert Wright

Robert Wright

Senior Vice President, Deputy Chief Financial Officer

(Principal Accounting Officer)

Executive Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Ezra Uzi Yemin

Ezra Uzi Yemin

Chairman of the Board of Directors

Vice Chair of the Board of Directors

/s/ Sherri A.

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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 9A. Controls and Procedures