Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Principal Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process that is designed under the supervision of our Principal Executive Officer and Chief Financial Officer, and implemented by the board of directors of our general partner, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
i. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures recorded by us are being made only in accordance with authorizations of our management and the board of directors of our general partner; and
iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
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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. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing the operational effectiveness of our internal control over financial reporting. Management reviewed the results of the assessment with the Audit Committee of the board of directors of our general partner. 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 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.
ITEM 9B. 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. Messrs. 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
During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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Directors, Executive Officers, Corporate Governance, and Security Ownership
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our general partner, Delek Logistics GP, LLC, is an indirect subsidiary 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. References in this Part III to the "Board," "directors," or "officers" refer to the Board, directors and officers of our general partner.
The Board of Directors
The directors oversee our operations. The members of the Board are not elected by our unitholders and will not be subject to re-election by our unitholders in the future. The general partner is a limited liability company and its directors are elected by Delek Logistics Services Company, its sole member, which is a subsidiary of Delek Holdings. The directors hold office for a term of one year or until their successors have been elected or qualified or until their earlier death or removal. Our general partner is liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made expressly without recourse to the general partner. Our general partner therefore may cause us to incur indebtedness or other obligations that are without recourse to the general partner.
Our common units are traded on the New York Stock Exchange (the "NYSE"). Because we are a limited partnership, we rely on an exemption from the provisions of Section 303A.01 of the NYSE Listed Company Manual which would require the Board to be composed of a majority of independent directors. Despite this exemption, our Board is currently comprised of a majority of independent directors, though this composition could change in the future. We are not required to establish either a compensation or a nominating and corporate governance committee. We are, however, required to have an audit committee of at least three members, and all of our audit committee members are required to meet the independence and experience tests established by the NYSE and the Exchange Act.
At the date of this report, the Board consists of the following nine members: Avigal Soreq, Ezra Uzi Yemin, Sherri A. Brillon, Charles J. Brown, III, Eric D. Gadd, Frederec Charles Green, Ron W. Haddock, Gennifer F. Kelly and Reuven Spiegel. The Board has determined that each of Messrs. Brown, Gadd and Haddock and Mses. Brillon and Kelly qualify as an independent director under applicable SEC rules and regulations and the rules of the NYSE. Under the NYSE's listing standards, a director will not be deemed independent unless the Board affirmatively determines that the director has no material relationship with us. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, the Board has determined that each of Messrs. Brown, Gadd and Haddock and Mses. Brillon and Kelly have no material relationship with Delek Holdings or us, either directly or as a partner, stockholder or officer of an organization that has a relationship with Delek Holdings or us, and each of them is therefore independent under the NYSE's listing standards and applicable SEC rules and regulations.
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Directors, Executive Officers, Corporate Governance, and Security Ownership
Directors' Experiences and Skills
SOREQ
YEMIN
BRILLON
BROWN
GADD
GREEN
HADDOCK
KELLY
SPIEGEL
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COMPENSATION
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STRATEGY
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The members of the general partner are responsible for filling vacancies on the Board at any time during the year and for selecting individuals to serve on the Board. From time to time, the members may utilize the services of search firms or consultants to assist in identifying and screening potential candidates. In accordance with the general partner's governance guidelines, the members consider such qualifications and other factors as they deem appropriate in evaluating potential Board candidates, including the individual’s independence, education, experience, reputation, judgment, skill, integrity and industry knowledge. Directors should have experience in positions with a high degree of responsibility, be leaders in the organizations with which they are affiliated, and have the time, energy, interest and willingness to serve as a member of the Board. While the general partner has no policy requiring consideration of racial or ethnic classifications, gender, religion or sexual orientation, the members give consideration to the diversity of experiences and backgrounds of its directors, the degree to which the individual’s qualities and attributes will complement those of other directors, the extent to which the candidate would be a desirable addition to the Board and committees thereof, and other factors.
Executive Officers of Our General Partner
Our general partner's executive officers manage the day-to-day affairs of our business and conduct our operations. The executive officers of our general partner are appointed by the Board and serve in that capacity at the discretion of the Board. All of our general partner's executive officers are employees and officers of Delek Holdings. While the amount of time that our general partner's executive officers devote to our business varies in any given year, we currently estimate that approximately 10% to 20% of their productive business time is spent on the management and conduct of our operations. The executive officers of our general partner intend to devote as much of their time as is necessary for the proper conduct of our business. We also utilize a significant number of Delek Holdings' employees to operate our business and provide us with general and administrative services. Under the Omnibus Agreement, we pay Delek Holdings an annual fee, indexed for inflation, 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. In addition, we reimburse Delek Holdings for allocated expenses of personnel who devote 50% or more of their time performing services for our benefit.
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Directors and Executive Officers of Our General Partner
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
48
Chair of the Board of Directors and President, Delek Logistics
Ezra Uzi Yemin
57
Vice Chair of the Board of Directors
Sherri A. Brillon
66
Director, Chair of Audit Committee and Member of Technology and Governance, Compensation and Conflicts Committees
Charles J. Brown, III
78
Director, Chair of Conflicts Committee and Member of Audit and Governance and Compensation Committees
Eric D. Gadd
70
Director, Chair of EHS Committee and Member of Governance and Compensation and Conflicts Committees
Frederec Charles Green
60
Director and Member of Technology Committee
Ron W. Haddock
85
Director, Chair of Governance and Compensation Committee, and Member of Audit and EHS Committee
Gennifer F. Kelly
53
Director, Chair of Technology Committee, and Member of Conflicts and EHS Committees
Reuven Spiegel
69
Director, Executive Vice President, DKL
Mark Hobbs
55
Executive Vice President
Denise McWatters
66
Executive Vice President, General Counsel and Secretary
Robert Wright
42
Executive Vice President, Chief Financial Officer
Avigal Soreq has served as the Chair of the Board since February 2026. Mr. 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. Mr. Soreq also currently serves as the chief executive officer and president of Delek Holdings. Prior to that, Mr. Soreq was a member of the Delek Holdings’ executive management team, including as the Chief Operating Officer from March 2020 until January 2021, its Chief Commercial Officer from November 2016 until March 2020, an Executive Vice President from August 2015 until January 2021, and a Vice President from 2012 until 2015. In addition, Mr. Soreq served as an Executive Vice President of Delek Logistics GP, LLC from 2015 until 2021, and as its Vice President from 2012 until 2015. Prior to joining Delek Holdings, Mr. Soreq worked for SunPower Corporation (NASDAQ: SPWR), and previously as a senior finance and business consultant for Trabelsy & Co., and as a consultant in the corporate finance department for KPMG’s Tel-Aviv office. His past experience includes service in the Israeli Air Force in various roles between 1996 and 2004, where he reached the rank of Major. Mr. Soreq is a certified public accountant in Israel.
Ezra Uzi Yemin has served as the Vice Chair of the Board since February 2026 and as one of our directors since April 2001. Mr. 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. Mr. 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. Mr. Yemin served as the president of Alon USA Partners GP, LLC, from July 2017 until its acquisition by Delek Holdings in February 2018 and the chairman of the board of directors of Alon USA Energy, Inc. from May 2015 until its acquisition by Delek Holdings in July 2017. Mr. Yemin’s duties include the formulation of our policies and strategic direction, oversight of executive officers and overall responsibility for our operations and performance. The Board believes that, because he has worked for Delek Holdings since its founding, Mr. Yemin brings to the Board a thorough and complete understanding of our business, operations and operating environment, as well as the business, operations and operating environment of Delek Holdings (the owner of over 21% of our units and the customer on whom the Partnership is most dependent). Mr. Yemin also brings to the Board substantial leadership, planning and industry experience.
Sherri A. Brillon has served as one of our directors since January 2021. She has served as a member of the Audit Committee since January 2021 and as its Chairperson since January 2022. She has also served as a member of the Governance and Compensation Committee and the Technology Committee since July 2021 and has been a member of the Conflicts Committee since May 2023. Ms. Brillon has over 35 years of experience in the oil and gas industry. From 1985 to 2019, Ms. Brillon held various positions of increasing responsibility at Encana Corporation, a leading North American hydrocarbon exploration and marketing company now known as Ovintiv Inc. (NYSE: OVV), before retiring as Executive Vice President and Chief Financial Officer in 2019. At Encana, Ms. Brillon was responsible for directing the financial operations of the organization and she also implemented Encana’s business strategy through multiple strategic transactions. Ms. Brillon has served on the Board of Directors for Enerplus (NYSE: 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, 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. (TSX: PSK), which owns properties generating royalty revenues from petroleum and natural gas in Canada. Ms. Brillon attended the University of Calgary, where she graduated with a Bachelor of Arts degree in economics. Ms. Brillon was appointed to the Board because the board of directors believed her many years of experience in both the upstream and midstream sectors of the oil and gas industry will be important as the Board navigates rapid developments in the petroleum industry.
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Directors, Executive Officers, Corporate Governance, and Security Ownership
Charles J. Brown, III has served as a member of the Board since November 2012, as a member of the Audit Committee and Conflicts Committee (of which he is Chairperson) since November 2012, as a member of the Governance and Compensation Committee since July 2021, and as a member of the EHS Committee from its inception in October 2016 to July 2021. Mr. Brown is a licensed attorney with more than 30 years of experience in the energy industry. From July 2013 until his retirement on January 1, 2020, Mr. Brown served as the executive vice president of Apex Clean Energy, Inc., an independent renewable energy company, where he managed legal and business development activities. Mr. Brown is currently the owner of, and since 2011, the chief advisor for, CRW Energy, a consulting firm focused on the international power and utility industries. From 2008 through 2011, Mr. Brown served as a partner in the energy department of a large international law firm. Mr. Brown was appointed to the Board because of his experience in the energy industry, and because, as an attorney, he provides the Board with valuable expertise in matters involving the financial, legal, regulatory and risk matters affecting the Partnership.
Eric D. Gadd has served as a member of the Board since October 2013 and as Chairperson of the EHS Committee since its inception in October 2016. He has also been a member of the Conflicts Committee since October 2013 and the Governance and Compensation Committee since July 2021. Mr. Gadd previously served as a member of the Audit Committee from October 2013 to July 2021. Mr. Gadd is currently principal director at Contanda LLC, which is a private company that operates bulk liquid terminals in North America. Mr. Gadd is the founder and president of the consulting firm Awelon LLC, which is focused on expanding business development opportunities for both public and private companies in the energy sector. He has over 40 years of diverse experience in the energy industry including exploration and production field services, mid-stream, renewable energy, commodity trading and risk management, and mergers and acquisitions. Prior to forming Awelon LLC in 2006, Mr. Gadd held various executive positions with multiple leading companies in the energy industry over a 25-year period. Mr. Gadd was appointed to the Board because of his extensive energy industry experience.
Frederec Green has served as a member of the Board since April 2012 and has served as a member of our Technology Committee since July 2021. Mr. Green served as an Executive Vice President of our general partner from May 2009 until November 2020. Mr. Green also served in numerous executive roles at Delek Holdings from January 2005 through November 2020, including serving as the primary operational officer for Delek Holdings’ refineries and as Executive Vice President and Chief Operating Officer from November 2016 until March 2020. He also served on the board of directors of Alon Energy USA, Inc. from May 2015 until July 2017, and served as the Chief Executive Officer of Alon USA Partners, LP from July 2017 until December 2017. Mr. Green has 35 years of experience in the refining and midstream industries, including fourteen years at Murphy Oil USA, Inc. where he served as a senior vice president during his last six years. Mr. Green has experience in mergers and acquisitions as well as all aspects of managing a refining business, from crude oil and feedstock supply to product trading, transportation, and sales. Mr. Green is currently an independent consultant serving clients in the midstream and downstream sectors, including Delek Holdings and Delek Logistics. Mr. Green was appointed to the Board because of his extensive energy industry experience and his in-depth knowledge of our and Delek Holdings’ businesses and operations.
Ron W. Haddock has served as a member of the Board since July 2017. He has served as the Chairperson of the Governance and Compensation Committee since July 2021 and as a member of the EHS Committee and Audit Committee since May 2018 and 2022, respectively. Mr. Haddock has also served as our Lead Independent Director since February 2021. Mr. Haddock is currently Chairman and Chief Executive Officer of AEI Services LLC, an international power generation/distribution and natural gas distribution company, positions he has held since 2004 and August 2003, respectively. He also served on the board of Alon Energy USA, Inc. from December 2000 until its acquisition by Delek in July 2017 and served on the board of Petron Corporation, an oil refining and marketing company in the Philippines from 2010 to 2022. From January 1989 to July 2000, Mr. Haddock served as chief executive officer of FINA, Inc., a Belgian oil company. Mr. Haddock also served on the boards of Safety‑Kleen Systems, Inc., a waste management, oil recycling and refining company, from 2003 to 2012, and Trinity Industries, Inc. (NYSE: TRN), a diversified transportation, industrial and construction company, from 2007 to 2013, as well as eight other corporate boards. The Board believes that Mr. Haddock’s extensive directorship experience, past executive positions within the refining and petrochemical industry, financial reporting background and expertise qualify him to serve as a member of the Board.
Gennifer Kelly has served as a director since July 2020. She has served as the Chairperson of the Technology Committee since its inception in July 2021 and as a member of the EHS Committee and Conflicts Committee since July 2020. She also serves on the board of Devon Energy Corp. (NYSE: DVN) and is a member of Audit and Reserves committees. Ms. Kelly has 25 years of oil and gas industry experience in both upstream and midstream sectors. Ms. Kelly previously held the role of Chief Operating Officer and SVP of Western Midstream Partners (NYSE: WES) and Vice President of Marketing for Anadarko Petroleum Corporation (NYSE: APC). Prior to her role at Western Midstream, Ms. Kelly led Operations Transformation efforts, as well as Strategic Planning, Portfolio Management and Asset Management teams for Anadarko. She has diverse operations experience in production, drilling and completions engineering, working extensively in East Texas, West Texas and the Gulf of Mexico. Prior to joining Anadarko Petroleum, Ms. Kelly worked as an engineer for Kerr McGee Corporation and the Louisiana Office of Conservation. Ms. Kelly holds both a Bachelor of Science in Petroleum Engineering and a Master of Business Administration from Louisiana State University. Ms. Kelly is a registered Professional Engineer in the state of Texas and a member of the Society of Petroleum Engineers. Ms. Kelly is currently the board chair of Lone Star College Foundation; a non‑profit organization aiding Lone Star College students with funding their education. The Board values Ms. Kelly’s years of experience in the oil and gas industry and operations experience as well as her technical background.
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Directors, Executive Officers, Corporate Governance, and Security Ownership
Reuven Spiegel has served as Executive Vice President, DKL since February 2025, and as a member of the Board since July 2014. Mr. 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. Prior to joining the Board, Mr. Spiegel served as Chief Executive Officer of Israel Discount Bank Ltd. (TLV: DSCT) from 2011 through 2014 where he had previously held the position of Executive Vice President from 2001 through 2005. In 2005 and 2006, Mr. Spiegel also served as Chairperson of the board of Discount Mortgage Bank. Mr. Spiegel also served as Chief Executive Officer of IDB Bank of NY from 2006 to 2010. He also has experience as an executive in the real estate industry. The Board believes that Mr. 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. Mr. 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. Mr. Hobbs was previously an energy investment banker in Houston with both Morgan Stanley and CS First Boston. Mr. 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. Ms. McWatters previously served as the General Counsel, Chief Compliance Officer and Corporate Secretary of HollyFrontier Corporation, an independent petroleum refiner (NYSE: HFC), and of the general partner of Holly Energy Partners, L.P. (NYSE: HEP) from May 2008 until August 2019. Prior to joining HollyFrontier, Ms. 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. Mr. 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. Mr. 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. and Canada.
Board Leadership Structure
Mr. Soreq serves as Chairman of the Board and Mr. Yemin serves as Vice-Chairman of the Board. Mr. 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. Messrs. 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. Haddock to serve in a lead capacity (the "Lead Independent Director") to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine from time to time. The Lead Independent Director is appointed annually by the Board and may be removed from or replaced at any time. The Lead Independent Director will chair all meeting of the Board at which the Chairman is not present, including executive sessions of the independent directors, call additional meetings of the independent directors as deemed appropriate, and perform such other functions as the Board may direct.
Executive Sessions
Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside the Partnership and our industry, while the other Board members bring experience and expertise specific to us and Delek Holdings. In addition, the independent directors are the sole members of our Audit and Conflicts Committees. The NYSE listing standards require our independent directors to meet at regularly scheduled executive sessions without management. Our independent directors generally conduct such executive sessions in connection with each quarterly meeting of the Audit Committee and otherwise as may be necessary. Mr. Haddock was appointed Lead Independent Director of the Board in February 2021. In this capacity, Mr. Haddock generally presides over these executive sessions.
Communications with the Board of Directors of Our General Partner
Unitholders or other interested parties who wish to communicate with any of our directors, any committee chairperson or the Board may do so by writing to the director, committee chairperson or the Board in care of the Secretary of the general partner of Delek Logistics Partners, LP at 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027. Any such communication received will be forwarded directly to the director to whom it is addressed. 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.
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Directors, Executive Officers, Corporate Governance, and Security Ownership
Committees of the Board of Directors of Our General Partner
Audit Committee
The Board has a standing Audit Committee. The Audit Committee consists of Ms. Brillon (chair) and Messrs. Brown and Haddock. Mr. Brown joined the committee at its inception in November 2012, Mr. Haddock joined the committee in 2022 and Ms. Brillon joined the committee in January 2021. 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. Brown and Haddock and Ms. Brillon qualifies as independent and as financially literate under applicable SEC rules and regulations and the rules of the NYSE, and (ii) Mr. Brown and Ms. Brillon meet the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.
Audit Committee Members
Independent
Financially Literate
Qualifies as an Audit Committee Financial Expert
Sherri A. Brillon (Chair)
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ü
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Charles J. Brown III
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Ron Haddock
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ü
The purpose of the Audit Committee is to provide assistance to the Board in the oversight of (a) the quality and integrity of our financial statements; (b) the disclosure and financial reporting process, including our financial statements; (c) our internal controls and procedures for financial reporting; (d) the performance of our internal audit function and the independent registered public accounting firm employed by us for the purpose of preparing and issuing an audit report or related work; (e) the qualifications and independence of our independent registered public accounting firm; and (f) our compliance with policies under our Code of Business Conduct & Ethics and legal and regulatory requirements. These responsibilities are set forth in the Audit Committee's charter, which is available on our corporate website at www.DelekLogistics.com.
Conflicts Committee
The Conflicts Committee consists of Messrs. Brown (chair) and Gadd and Mses. Brillon and Kelly. The Board has determined that each of Messrs. Brown and Gadd and Mses. Brillon and Kelly qualifies as independent under applicable SEC rules and regulations and the rules of the NYSE. Mr. Brown joined the committee at its inception in November 2012. Mr. Gadd joined the committee in October 2013. Ms. Brillon joined the committee in March 2023. Ms. Kelly joined the committee in July 2020. 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. However, pursuant to the Partnership Agreement and our Related Party Transactions Policy adopted by the Board, the Board or management of our general partner may submit certain related party transactions for review and approval or ratification by the Board or an authorized committee thereof. It is generally expected that the Conflicts Committee will be best suited to review such related party transactions. In certain instances, the Related Party Transactions Policy effectively requires that certain related party transactions be submitted to the Conflicts Committee for review. The members of the Conflicts Committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates, may not hold an ownership interest in the general partner or its affiliates other than common units or awards under any long-term incentive plan, equity compensation plan or similar plan implemented by the general partner or the Partnership and must meet the independence and experience standards established by the NYSE and the SEC to serve on an audit committee of a board of directors. Any unitholder challenging any matter approved by the Conflicts Committee in accordance with the terms of our Partnership Agreement will have the burden of proving that the members of the Conflicts Committee did not act in good faith in accordance with the terms of our Partnership Agreement. For further discussion of the Conflicts Committee and the Related Party Transactions Policy, see Item 13. "Certain Relationships and Related Transactions and Director Independence—Certain Relationships and Related Transactions—Procedures for Review, Approval or Ratification of Transactions with Related Parties."
Environmental, Health and Safety Committee
The EHS Committee consists of Messrs. Gadd (chair) and Haddock and Ms. Kelly. Mr. Gadd joined the committee at its inception in October 2016, Mr. Haddock joined the committee in May 2018, and Ms. Kelly joined the committee in July 2020. The EHS Committee met four times in 2025, either in person or telephonically, with each member attending at least 75% of all meetings of the EHS Committee. The purpose of the EHS Committee is to assist the Board in fulfilling certain of the Board’s oversight responsibilities by, among other things, overseeing management’s establishment and administration of the Partnership’s environmental, health and safety policies, programs, procedures and initiatives. These responsibilities are set forth in the EHS Committee's charter, which is available on our corporate website at www.DelekLogistics.com.
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Governance and Compensation Committee
In July 2021 the Board established the Governance and Compensation Committee of the Board. The Governance and Compensation Committee consists of Messrs. Haddock (chair), Brown, and Gadd and Ms. Brillon. The Governance and Compensation Committee met four times in 2025, either in person or telephonically, with each member attending at least 75% of all meetings of the Governance and Compensation Committee. The purpose of the Governance and Compensation Committee is to (a) recommend to the Board director nominees for each Board committee; (b) periodically review the corporate governance policies applicable to the Partnership (the “Governance Guidelines”) and recommend to the Board any changes deemed necessary or desirable; (c) monitor, oversee and review compliance of the Governance Guidelines and all other applicable policies of the Partnership as the Governance and Compensation Committee or the Board deem necessary or desirable; (d) support the Board and work with management to ensure that compensation practices properly reflect management and Partnership philosophy, competitive practice and regulatory requirements; and (e) review, provide advice on and, where appropriate, approve the following items: (1) executive and employee compensation objectives, plans, and levels; (2) culture and employee engagement; (3) diversity and inclusion; (4) leadership and talent engagement; and (5) executive succession planning. These responsibilities are set forth in the Governance and Compensation Committee's charter, which is available on our corporate website at www.DelekLogistics.com.
Technology Committee
In July 2021 the Board established the Technology Committee of the Board. The Technology Committee consists of Mses. Kelly (chair) and Brillon and Mr. Green. The Technology Committee met four times in 2025, either in person or telephonically, with each member attending at least 75% of all meetings of the Technology Committee. The purpose of the Technology Committee is to assist the Board in fulfilling certain of the Board’s oversight responsibilities by, among other things, overseeing management’s establishment and administration of the Partnership’s policies, programs, procedures and initiatives with respect to technology and information security. These responsibilities are set forth in the Technology Committee's charter, which is available on our corporate website at www.DelekLogistics.com.
Director Nominations and Corporate Governance
As a limited partnership, we rely on an exemption from the provisions of the NYSE Listed Company Manual, which would otherwise require us to have a nominating and corporate governance committee. Our general partner is a limited liability company and its directors are not elected by our unitholders, but by its members in their sole discretion. However, in July 2021 the Board established the Governance and Compensation Committee of the Board, which, among other responsibilities, makes recommendations to the Board regarding changes to the size and composition of the committees of the Board and makes recommendation to the Board with respect to the structure of Board committees and nominees for appointment to committees of the Board. Candidates to serve on the Board are reviewed and selected in accordance with our general partner's Governance Guidelines, which are available on our corporate website at www.DelekLogistics.com.
Compensation Decisions
In July 2021, the Board established the Governance and Compensation Committee of the Board, which, among other responsibilities, oversees director and executive officer compensation for the Partnership.
Additionally, our Board believes it is important to promote the interests of the Partnership by providing employees of the Partnership's affiliates and others who perform services for us or on our behalf, incentive compensation awards for their service. Accordingly, the general partner adopted the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the "LTIP"). Due to the fact that several of the members of the Board perform services on our behalf in their roles as executive officers of Delek Holdings, the LTIP is administered by the Conflicts Committee with respect to those awards. The disinterested members of the full Board may also grant awards and the Conflicts Committee may delegate, and has delegated in the past, to an executive officer of the general partner the authority to issue awards to non-Section 16 officers of the general partner. A compensation consultant was not used in the formulation of our executive compensation framework, objectives and philosophy. For a further discussion on the compensation practices of the general partner, see Item 11. "Executive Compensation".
Insider Trading Policy
The Board has adopted an Insider Trading Policy (the “Insider Trading Policy”) applicable to the General Partner and its directors, officers, and employees, the Partnership, our subsidiaries, affiliates, directors, officers, and all of our employees and the employees of our subsidiaries and affiliates, governing the purchase, sale, and/or other dispositions of our securities. The Board believes the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Governance Guidelines, Code of Business Conduct & Ethics and Committee Charters
The Governance Guidelines of the Board of Directors of our general partner, the charters of the standing Board committees of our general partner and our Amended and Restated Code of Business Conduct & Ethics covering all employees, including our principal executive officer, principal financial officer, principal accounting officer and controllers, are available on our website, www.DelekLogistics.com under the "About Us - Corporate Governance" caption. 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
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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.
ITEM 11. EXECUTIVE COMPENSATION
All of our general partner's executive officers are employees of Delek Holdings. Neither we nor our general partner directly employ any of the executive officers responsible for managing our business.
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) discusses the principles underlying our general partner's compensation programs and the key executive compensation decisions that were made for 2025. It also explains the most important factors relevant to such decisions. This CD&A provides context and background for the compensation earned and awarded to the individuals named in the Summary Compensation Table below. Messrs. 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
Under the terms of the Omnibus Agreement, we pay an annual administrative fee of $8.7 million per year to Delek Holdings for the provision of general and administrative services. The general and administrative services covered by the annual administrative fee include, without limitation, 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 resources services and insurance administration. No service covered by the administrative fee is assigned any particular value individually. 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.
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.
In July 2021, the Board established the Governance and Compensation Committee of the Board, which, among other responsibilities, oversees director and executive officer compensation for the Partnership. While the Governance and Compensation Committee does not establish the compensation paid to our NEOs, it does monitor the compensation program applicable to our NEOs.
Additionally, our Board believes it is important to promote the interests of the Partnership and the general partner by providing incentive compensation to employees of the Partnership's affiliates and others who perform services for us or on our behalf. Accordingly, pursuant to our Partnership Agreement, the general partner is allowed to and has adopted the LTIP. Due to the fact that several of the members of the Board perform services on our behalf in their roles as executive officers of Delek Holdings, the awards to these individuals under the LTIP are administered by the Conflicts Committee. The disinterested members of the Board may also grant awards and the Conflicts Committee may delegate, and has delegated in the past, to an executive officer of the general partner the authority to issue awards to non-Section 16 officers of the general partner.
Compensation Objectives and Philosophy
Because neither we nor our general partner directly employ any of our NEOs, and because our NEOs are compensated by Delek Holdings to manage our business and affairs, we did not provide traditional fixed or discretionary compensation (e.g. salary or bonus) to our NEOs in 2025. However, we believe that our NEOs should have an ongoing stake in our success, that their interests should be aligned with those of our unitholders and that the best interests of our unitholders will be most effectively advanced by enabling our NEOs, who are responsible for our management, growth and success, to receive compensation in the form of long-term incentive awards. Accordingly, our executive compensation program consists of a single element: long-term incentives in the form of awards under the LTIP, which was adopted in connection with our initial public offering and is administered by the Conflicts Committee. 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:
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• to motivate and retain our general partner's key executives;
• to align the long-term economic interests of our general partner's executives with those of our unitholders; and
• to reward excellence and performance by our general partner's executives that increases the value of our units.
Awards may be made under the LTIP to officers, directors and employees of Delek Holdings, our general partner or its affiliates, as well as any consultants or other individuals who perform services for us. Phantom units have been the sole form of award under the LTIP to date, and these awards are accompanied by distribution equivalent rights that provide for a lump sum amount paid in cash on the vesting date that is equal to the accrued distributions from the grant date of the phantom units through the vesting date. In 2025 our executive officers received time-vesting phantom units under the LTIP.
Pursuant to the terms of the LTIP, upon the occurrence of an Exchange Transaction (as defined in the LTIP, and generally including a merger, consolidation, acquisition, reorganization or similar extraordinary transaction), the Board may, in its discretion, accelerate the vesting of the phantom units, adjust the terms of any outstanding phantom units, or, in the event of an Exchange Transaction in which our unitholders receive equity of another entity, provide for the conversion of the phantom units into comparable awards for such entity's equity. By providing the potential for immediate value to our NEOs in connection with an Exchange Transaction, this provision aligns our NEOs' interests with those of our unitholders and incentivizes our NEOs to work to maximize the value of our units in the event such a transaction was to occur. 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.”
Compensation Consultants
The Governance and Compensation Committee of the Board retained a compensation consultant with respect to compensation paid to our NEOs or to its non-employee directors in 2025.
Perquisites
Our general partner does not provide any fringe benefits or perquisites to our NEOs.
Unit Ownership Requirements
Our general partner does not have express unit ownership requirements.
Prohibition Against Speculative Transactions
Our general partner's Code of Business Conduct & Ethics, which applies to all executive officers and directors of our general partner, prohibits speculative transactions in our units such as short sales, puts, calls or other similar options to buy or sell our units in an effort to hedge certain economic risks or otherwise.
Guidelines for Trades by Insiders
We maintain policies that govern trading in our units by officers and directors required to report under Section 16 of the Exchange Act, as well as certain other employees who may have regular access to material non-public information about us. These policies include pre-approval requirements for all trades and periodic trading “black-out” periods designed with reference to our quarterly financial reporting schedule. We also require pre-approval of all trading plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act. To mitigate the potential for abuse, no trades are allowed under a trading plan within 30 days after adoption. In addition, we discourage termination or amendment of trading plans by prohibiting trades under new or amended plans within 90 days following a plan termination or amendment.
Compensation Committee Report
The members of the Governance and Compensation Committee have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Governance and Compensation Committee recommended to the Board of our general partner that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
The members of the Governance and Compensation Committee have submitted this Governance and Compensation Committee Report to the Board of Directors as of February 27, 2026:
• Ron W. Haddock (Chair)
• Sherri A. Brillon
• Charles J. Brown, III
• Eric D. Gadd
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2025 Summary Compensation Table
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 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 ($)
Unit Awards ($) (1)
Option Awards ($)
Non-Equity Incentive ($)
Other Compensation ($)
Total ($)
Avigal Soreq,
President
2025
—
—
2,249,948
—
—
—
2,249,948
2024
—
—
874,962
—
—
—
874,962
2023
—
—
874,992
—
—
—
874,992
Reuven Spiegel,
Executive Vice President
2025
—
—
399,960
—
—
—
399,960
2024
—
—
274,967
—
—
—
274,967
2023
—
—
274,953
—
—
—
274,953
Joseph Israel
Executive Vice President
2025
—
—
599,981
—
—
—
599,981
2024
—
—
249,995
—
—
—
249,995
2023
—
—
249,977
—
—
—
249,977
Mark Hobbs
Executive Vice President
Chief Financial Officer (DK)
2025
—
—
499,971
—
—
—
499,971
2024
—
—
174,961
—
—
—
174,961
2023
—
—
174,998
—
—
—
174,998
Robert Wright
Executive Vice President
Chief Financial Officer (DKL)
2025
—
—
174,998
—
—
—
174,998
2024
—
—
87,461
—
—
—
87,461
2023
—
—
—
—
—
—
—
(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.
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 (Units)
All Other Stock Awards (Units) (2)
Grant Date Fair Value of Units and Option Awards (1)
Name
Grant Date
Threshold
Target
Maximum
Avigal Soreq
3/10/2025
27,784
$1,124,974
3/10/2025
2,778
5,556
11,112
$224,962
3/10/2025
2,779
5,557
11,114
$225,003
3/10/2025
2,779
5,557
11,114
$225,003
3/10/2025
5,557
11,114
22,228
$450,006
Reuven Spiegel
3/10/2025
9,878
$399,960
Joseph Israel
3/10/2025
7,409
$299,990
3/10/2025
741
1,481
2,962
$59,966
3/10/2025
741
1,482
2,964
$60,006
3/10/2025
741
1,482
2,964
$60,006
3/10/2025
1,482
2,964
5,928
$120,012
Mark Hobbs
3/10/2025
6,174
$249,985
3/10/2025
617
1,234
2,468
$49,965
3/10/2025
618
1,235
2,470
$50,005
3/10/2025
618
1,235
2,470
$50,005
3/10/2025
1,235
2,470
4,940
$100,010
Robert Wright
3/10/2025
2,161
$87,499
3/10/2025
1,081
2,161
4,322
$87,499
(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. 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. Because the fair value of PSUs is calculated differently than the fair value of RSUs, the grant date fair values for PSUs and RSUs covering identical quantities of shares may differ.
(2) The amounts in this column reflect the Partnership's common units to be issued upon the vesting of RSUs granted under the Partnership's 2012 Long-Term Incentive Plan. The RSUs vest quarterly for three years, pro rata.
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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
59,361
$2,648,688
Joseph Israel
—
—
n/a
n/a
15,559
$694,243
Mark Hobbs
—
—
n/a
n/a
12,953
$577,963
Robert Wright
—
—
n/a
n/a
3,096
$138,144
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
—
$—
21,596
$935,832
Reuven Spiegel
—
$—
9,878
$430,064
Joseph Israel
—
$—
6,614
$288,459
Mark Hobbs
—
$—
4,163
$181,112
Robert Wright
—
$—
2,905
$128,180
Potential Payments Upon Termination or Change-In-Control
The following table discloses the estimated payments and benefits that would be provided by us to each of our NEOs, assuming that each of the triggering events relating to termination of employment or change in control described in their respective employment agreements with Delek Holdings and the LTIP took place on December 31, 2025 and their last day of employment with our general partner or its affiliates was December 31, 2025. Due to a number of factors that affect the nature and amount of any benefits provided upon the events discussed below, actual amounts paid or distributed may differ. 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
$—
$—
Reuven Spiegel
$—
$—
Joseph Israel
$—
$—
Mark Hobbs
$—
$—
Robert Wright
$—
$—
2012 Long-Term Incentive Plan
Under the terms of the LTIP and the applicable awards, phantom units that have not vested at the time the participant’s employment with our general partner or its affiliates terminates will generally be immediately forfeited, unless the Board determines otherwise. In the event of an Exchange Transaction, defined generally under the LTIP to include a merger, consolidation, acquisition or disposition of stock, separation, reorganization, liquidation or other similar event or transaction designated by the Board in which our unitholders receive cash, stock or other property in exchange for or in connection with their units, our NEOs may be entitled, at the discretion of the Board, to the accelerated vesting of phantom units awarded under the LTIP. 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.
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Compensation of Directors in 2025
Officers and employees of Delek Holdings or its subsidiaries do not receive additional compensation for services on the Board or its committees. The compensation framework for the Board's other directors during 2025 (Messrs. Brown, Gadd, Green and Haddock and Mses. Brillon and Kelly) (the "Compensated Directors") was determined by the Board. In setting compensation for the Compensated Directors, the Board considers various factors and objectives, including aligning the interests of Compensated Directors with the interests of unitholders and attracting and retaining qualified directors to serve on the Board. From time to time, the Board also engages an independent compensation consultant to provide an analysis of compensation paid to directors of entities considered by the Board to be peers of the Partnership at the time.
In November 2022, the Board voted to approve a new compensation structure for non-employee directors, which was effective for fiscal year 2025. This compensation includes a cash retainer for services on the Board and its Committees (and a lead director fee), payable quarterly, and an annual equity award of phantom units under the LTIP that vests semi-annually over a one-year period. The following table shows our non-employee director compensation for 2025, the cash portions of which is paid ratably each quarter:
Board of Directors Retainer (Per Year)
$85,000
Lead Director Fee (Per Year)
$15,000
Target Value for Equity Awards (Per Year)
$120,000
Committee Retainers (Per Year):
Chair
Audit Committee
$10,000
Conflicts Committee
$7,500
EHS Committee
$5,000
Technology Committee
$5,000
Governance and Compensation Committee
$7,500
In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board and committee meetings. Each director is fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law pursuant to our Partnership Agreement.
The following table sets forth a summary of the compensation we paid to the Compensated Directors for service during 2025.
Director Compensation
Name (1)
Fees Earned or Paid in Cash ($) (2)
Stock Awards ($) (3)
Option Awards ($)
All Other Compensation ($)
Total ($)
Sherri A. Brillon
112,500
129,966
—
—
242,466
Charles J. Brown, III
107,500
129,966
—
—
237,466
Eric D. Gadd
103,750
129,966
—
—
233,716
Frederec C. Green
95,000
129,966
—
—
224,966
Ron W. Haddock
130,000
129,966
—
—
259,966
Gennifer Kelly
103,750
129,966
—
—
233,716
Ezra Yemin
95,000
129,966
—
—
224,966
(1) Because they are officers and employees of Delek Holdings or its subsidiaries, Messrs. 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.
(3) Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes. 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 grant date fair value of $42.57 per unit is equal to the NYSE closing price of our common units as of June 10, 2025. Each of Messrs. Brown, Gadd, Haddock, Yemin and Green and Mses. Kelly and Brillon held 3,053 outstanding phantom units at December 31, 2025.
Compensation Committee Interlocks and Insider Participation
Messrs. Brown, Gadd and Haddock and Ms. Brillon served on the Governance and Compensation Committee during 2025, and Messrs. Soreq and Spiegel, as well as the Board, assisted the committee with respect to compensation matters. There are no interlocking relationships requiring disclosure pursuant to Item 407(e)(4)(iii) of Regulation S-K.
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Principal Executive Officer Pay Ratio
As discussed above, as a master limited partnership, we have no employees. Rather, all of the employees that conduct our business are employed by our general partner and its non-Partnership affiliates. Moreover, as disclosed above, we did not pay any compensation amounts to our principal executive officer in 2025. As a result, we are unable to provide an estimate of the relationship of the median of the annual total compensation of employees that conduct our business and the annual total compensation of our principal executive officer.
We expect the principal executive officer pay ratio disclosure with respect to employees of Delek Holdings, including our NEOs, to be set forth in Delek Holdings’ annual proxy statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 20, 2026 (the "Measurement Date"), (i) the beneficial ownership of our units representing limited partnership interests and Common Stock of Delek Holdings by all directors and director nominees of our general partner, our NEOs and all of our executive officers as a group and (ii) the beneficial ownership of our units representing limited partnership interests by each person known by us to own more than five percent of such units or more than five percent of any class of our units. The amounts and percentage of units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable. Unless otherwise indicated below, each person or entity has an address in care of our principal executive offices at 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027.
Name of Beneficial Owner (1)
Amount, Nature and Percentage of Beneficial Ownership of Common Units (2)
Amount and Nature of Beneficial Ownership of Common Stock (2)
Delek Logistics Partners, LP
Delek US Holdings, Inc.
(#)
(%)
(#) (3)
(%)
Beneficial Owners of More Than 5% of Units:
Delek US Holdings, Inc. (4)
33,868,203
63.3
n/a
n/a
ALPS Advisors, Inc. and Alerian MLP ETF (5)
4,489,123
8.4
n/a
n/a
Directors, Director Nominees and NEOs:
Avigal Soreq (6)
36,722
*
261,292
*
Ezra Uzi Yemin (7)
211,915
*
936,227
1.6
Sherri A. Brillon
12,959
*
—
*
Charles J. Brown, III
16,444
*
—
*
Eric D. Gadd
32,403
*
—
*
Frederec Charles Green
79,511
*
120,931
*
Ron W. Haddock
23,178
*
17,517
*
Gennifer F. Kelly
13,773
*
—
*
Reuven Spiegel (8)
22,740
*
64,389
*
Robert Wright (9)
3,463
*
37,006
*
Denise McWatters (10)
12,933
*
79,435
*
Joseph Israel (11)
11,859
*
57,753
*
Mark Hobbs (12)
10,150
*
101,977
^
All directors, all director nominees, all NEOs and all executive officers as a group (13 persons)
488,050
*
1,676,527
2.8
* 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. Common Stock, as applicable.
(1) Unless otherwise indicated, the address for all beneficial owners is 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027.
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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. The percentage of our units beneficially owned is based on a total of 53,512,343 common units representing limited partner interests issued and outstanding on the Measurement Date. The percentage ownership of Delek US Holdings, Inc. Common Stock is based on a total of 59,808,421 shares issued and outstanding on the Measurement Date (excluding securities held by or for the account of the registrant or its subsidiaries). For purposes of computing the percentage of outstanding securities held by each person named above, any securities which such person has the right to acquire within 60 days after the Measurement Date are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
(3) For non-qualified stock options (“NQSOs”) and restricted stock units (“RSUs”) under the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan, we report shares equal to the number of RSUs that are vested or that will vest within 60 days of the Measurement Date.
(4) Subsidiaries of Delek US Holdings, Inc. hold the common limited partner units. Delek US Energy, Inc. and Delek Logistics Services Company directly held 23,045,868 and 10,822,335 common limited partner units, respectively. Delek US Holdings, Inc. is the ultimate parent of each of these entities and may, therefore, be deemed to beneficially own the units held by each such entity. Delek US Holdings, Inc. files information with, or furnishes information to, the SEC pursuant to the information requirements of the Exchange Act, as amended.
(5) Beneficial ownership information is based on a Schedule 13G/A filed with the SEC on January 6, 2026 by ALPS Advisors, Inc. and Alerian MLP ETF, both with an address of 1290 Broadway, Suite 1000, Denver, CO, 80203. Both ALPS Advisors, Inc. 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.
(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 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. Common Stock are held of record by Yemin Investments, L.P., a limited partnership of which Mr. Yemin is the sole general partner. The number of shares of Delek US Holdings, Inc. Common Stock includes 105,549 RSUs that will vest within 60 days of the Measurement Date.
(8) The number of shares of Delek US Holdings, Inc. 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 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 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))
(a)
(b)
(c)
Equity compensation plans approved by security holders
1,912,207
N/A
822,383
Equity compensation plans not approved by security holders
—
N/A
—
TOTAL
1,912,207
N/A
822,383
(a) The amounts in column (a) of this table reflect only phantom units that have been granted under the LTIP. No Awards (as defined under the LTIP) have been made other than the phantom units, each of which represent rights to receive (upon vesting and payout) one common unit in the Partnership or an amount of cash equal to the fair market value of such unit. These phantom units vest over one- to five-year service periods from the date of grant.
(b) Column (b) of this table is not applicable because phantom units do not have an exercise price.
(c) The LTIP was adopted by our general partner in connection with the closing of the initial public offering and provides for the making of certain awards, including common units, restricted units, phantom units, unit appreciation rights and distribution equivalent rights. The LTIP did not require approval by our limited partners. Additionally, the term of the LTIP was extended to June 9, 2031.
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Certain Relationships and Related Transactions, and Director Independence
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
As of February 20, 2026, Delek Holdings and its affiliates owned 33,868,203 of our common limited partner units, which represents a 63.3% ownership interest in the Partnership. Certain transactions with Delek Holdings and its affiliated entities are considered to be related party transactions under Item 404 of Regulation S-K because Delek Holdings and its affiliates own more than five percent of our equity interests. In addition, Messrs. 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
Pursuant to our Partnership Agreement, we are required to make quarterly cash distributions of 100% of our "available cash" to limited partners, including Delek Holdings. During 2025, we made cash distributions totaling $238.1 million to our unitholders, of which $151.0 million was paid to Delek Holdings and our general partner.
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.
Commercial Agreements, Omnibus Agreement and Operations and Management Services Agreement
The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. In return, Delek Holdings commits to minimum monthly throughput volumes of crude oil, intermediate and refined products. 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 our material commercial agreements and other non-contractual arrangements with Delek Holdings during 2025.
For a discussion of a third party's involvement in certain of our agreements, see Items 1 and 2. "Business and Properties—Commercial Agreements—Delek Holdings' Crude Oil and Refined Products Intermediation Agreement."
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Certain Relationships and Related Transactions, and Director Independence
Omnibus Agreement
The Omnibus Agreement (as defined in Note 4 to our consolidated financial statements) governs a number of important aspects of the Partnership’s business relationship with Delek Holdings. For a more extensive summary of this agreement and its amendment history, see Items 1 and 2. “Business and Properties—Commercial Agreements—Other Agreements with Delek Holdings.” The Omnibus Agreement addresses, among other things, the following matters:
• an agreement whereby Delek Holdings will not compete with us under certain circumstances;
• our right of first offer to acquire certain of Delek Holdings' logistics assets, including certain terminals, storage facilities and other related assets located at the Tyler and El Dorado Refineries and, under specified circumstances, logistics and marketing assets that Delek Holdings may acquire or construct in the future;
• Delek Holdings' option to purchase certain critical assets from the Partnership at market value during the period beginning upon any change in control or sale of substantially all assets involving the Partnership (“Deconsolidation”) and extending (i) in the case of a Deconsolidation involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.
• Delek Holdings' right of first refusal to purchase our assets that serve its refineries;
• 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;
• reimbursement to us for certain designated periods of time related to the date of acquisition of the relevant asset for any operating expenses in excess of certain thresholds per year that we incur for inspections, maintenance and repairs to any of the storage tanks contributed to us by Delek Holdings that are necessary to comply with the DOT pipeline integrity rules and certain API storage tank standards; and
• reimbursement to us for certain designated periods of time related to the date of acquisition of the relevant asset for all non-discretionary maintenance capital expenditures, other than those required to comply with applicable environmental laws and regulations, in excess of certain thresholds per year that we make with respect to the assets contributed to us by Delek Holdings for which we have not been reimbursed as described above.
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 Omnibus Agreement during 2025.
Other Related Party Transactions
In addition to the agreements described above, we purchased refined products from Delek Holdings, totaling $342.2 million during the year ended December 31, 2025. We sold RINs in the amount of approximately $8.7 million to Delek Holdings during the year ended December 31, 2025. 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
Our Board has adopted a formal written related party transactions policy to establish procedures for the notification, review, approval, ratification and disclosure of related party transactions. The Board reviews this policy annually. For the purposes of this policy, a related party is defined as follows:
I. any director or executive officer of our general partner;
II. any unitholder owning in excess of 5% of our common units or an affiliate of our general partner;
III. any immediate family member of an individual of any such person;
IV. any entity in which we have an investment that is accounted for under the equity method of accounting; and
V. any entity that is owned or controlled by someone listed in I - IV above or any entity in which someone listed in I - IV above has a substantial ownership interest or control of such entity.
Other transactions that are undertaken pursuant to existing agreements and the ongoing performance of which meet criteria prior to filing or approval requirements, a related party transaction under the policy is generally expected to be a transaction in which we are a participant with a related party and which requires disclosure under Item 404 of Regulation S-K. Transactions that are otherwise resolved under Section 7.9 of the Partnership Agreement are not required to be reviewed or approved under the policy.
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Certain Relationships and Related Transactions, and Director Independence
Subject to certain exceptions, the policy requires that related party transactions, as defined by the policy, be approved by the Board or an authorized committee of the Board, subject to the guidelines of the policy. Pursuant to the policy, the Conflicts Committee of the Board is generally considered the best suited to review related party transactions and has been authorized by the Board to do so. If a related party transaction, that would otherwise require approval under the policy, is not approved prior to entry into such transaction, management may enter into such transaction, subject to ratification by the Board or an authorized committee of the Board.
The policy further sets forth certain categories of transactions between the Partnership and its subsidiaries on one hand and Delek Holdings and its subsidiaries on the other hand that are deemed to be approved by the Board and are therefore able to be effected by management of the general partner under the relevant general authorization policies and procedures and after taking into account all relevant facts and circumstances. Additionally, the policy effectively requires that all related party transactions that:
I. involve the purchase and sale of products or services that are effected at either (x) cost (including, when relevant, a nominal fee for services) or (y) the then-prevailing market prices that we would pay or charge to third parties ("Market Based Transactions") undertaken outside the ordinary course of business and involve an aggregate amount of more than $2.5 million annually; or
II. are not Market Based Transactions and are undertaken outside the ordinary course of business; or
III. are not Market Based Transactions and are undertaken within the ordinary course of business and involve an aggregate amount of more than $2.5 million annually be approved by the Board of Directors or an authorized committee thereof. Pursuant to the policy, the Conflicts Committee is generally the best suited to review these transactions and it is expected they will be the committee that does so.
The Board has also adopted a written code of business conduct and ethics, under which a director or officer of the general partner or of any of our subsidiaries would be expected to bring to the attention of the Audit Committee or the Board or the general partner's General Counsel, any conflict or potential conflict of interest that may arise between such party, on the one hand, and us, on the other hand.
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Principal Accountant Fees and Services
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit fees
Audit fees of $1,282,000 and $1,489,000 paid for the services of Ernst & Young LLP during fiscal years 2025 and 2024, respectively, include services related to the audits of our consolidated financial statements and internal controls over financial reporting, reviews of our quarterly condensed consolidated financial statements and audit services provided in connection with acquisitions, investments and regulatory filings. Fees and expenses are for services in connection with the audit of our fiscal years ended 2025 and 2024, regardless of when the fees and expenses were paid.
Audit-related fees
No audit-related fees were paid for the services of Ernst & Young LLP during fiscal years 2025 and 2024.
Tax Fees and All Other Fees
No tax fees or other fees were paid for the services of Ernst & Young LLP during fiscal years 2025 and 2024.
All of the fees described above were approved in accordance with the Audit Committee pre-approval policy described below.
Pre-Approval Policies and Procedures
In general, all engagements performed by our independent registered public accounting firm, whether for auditing or non-auditing services, must be pre-approved by the Audit Committee. The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other non-audit services that may be provided by the independent registered public accounting firm to the Partnership. The policy (a) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the independent registered public accounting firm’s independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and the non-audit services that are prohibited; and (c) sets forth pre-approval requirements for all permitted services. During the years ended 2025 and 2024, all of the services performed for us by Ernst & Young LLP were pre-approved by the Audit Committee.
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Exhibits and Financial Statement Schedules
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Certain Documents Filed as Part of this Annual Report on Form 10-K:
1. Financial Statements. The accompanying Index to Financial Statements on page F-1 of this Annual Report on Form 10-K is provided in response to this item.
2. List of Financial Statement Schedules. All schedules are omitted because the required information is either not present, not present in material amounts or included within the Consolidated Financial Statements.
3. Exhibits - See below.
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Exhibits and Financial Statement Schedules
EXHIBITS
Exhibit No.
Description
1.1
Equity Distribution Agreement, dated as of November 14, 2022, by and among the Partnership, Delek Logistics GP, LLC, and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.1 of the Partnership’s Form 8-K filed on November 14, 2022).
2.1
Contribution and Subscription Agreement, dated as of May 24, 2019, by and among Plains Pipeline, L.P., DKL Pipeline, LLC, and Red River Pipeline Company LLC (incorporated by reference to Exhibit 2.1 to the Partnership's Form 8-K filed on May 28, 2019).
2.2
Contribution, Conveyance, and Assumption Agreement, dated as of March 31, 2020, between several Delek subsidiaries (incorporated by reference to Exhibit 2.1 of the Partnership's Form 8-K filed April 6, 2020).
2.3
Throughput and Deficiency Agreement, dated as of March 31, 2020, by and between Lion Oil Trading & Transportation, LLC and DKL Permian Gathering, LLC (incorporated by reference to Exhibit 10.1 of the Partnership's Form 8-K filed on April 6, 2020).
2.4
Exchange Agreement, dated August 13, 2020, between the Partnership and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 of the Partnership's Form 8-K filed on August 14, 2020).
2.5
Membership Interest Purchase Agreement, dated as of April 8, 2022, by and between 3 Bear Energy - New Mexico LLC and DKL Delaware Gathering, LLC (incorporated by reference to Exhibit 2.1 to the Partnership’s Form 8-K filed on April 11, 2022).
2.6
Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc. and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to the Partnership’s Form 10-Q filed on August 7, 2024).
2.7
Purchase and Sale Agreement, dated as of August 2, 2024, by and between H2O Midstream Holdings, LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to Delek Logistics Partners, LP’s Form 8-K filed on August 7, 2024).
2.8
Membership Interest Purchase Agreement, dated as of December 11, 2024, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to the Partnership's Form 8-K filed on December 13, 2024).
3.1
Certificate of Limited Partnership of Delek Logistics Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership's Form S-1 (File No. 333-182631) filed on July 12, 2012).
3.2
Third Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP dated September 11, 2024 (incorporated by reference to Exhibit 3.1 to the Partnership's Current Report on Form 8-K filed on September 13, 2024).
3.3
Certificate of Formation of Delek Logistics GP, LLC (incorporated by reference to Exhibit 3.3 to the Partnership's Registration Statement on Form S-1 (File No. 333-182631) filed on July 12, 2012).
3.4
Fourth Amended and Restated Limited Liability Company Agreement of Delek Logistics GP, LLC, dated August 13, 2020 (incorporated by reference to Exhibit 3.2 of the Partnership’s Form 8-K filed on August 14, 2020).
4.1
Description of the Common Units (incorporated by reference to Exhibit 4.1 to the Partnership's Form 10-K).
4.2
Indenture, dated as of May 24, 2021, among Delek Logistics Partners, LP, Delek Logistics Finance Corp., the other guarantors, and U.S. Bank, N.A. (incorporated by reference to Exhibit 4.1 of the Partnership’s Form 8-K filed on May 25, 2021).
4.3
Form of 7.125% Senior Note due 2028 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Partnership’s Form 8-K filed on May 25, 2021).
4.4
Supplemental Indenture, dated as of May 27, 2022, among DKL Delaware Gathering, the Partnership, Delek Logistics Finance Corp., the other guarantors, and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.9 of the Partnership's Form 10-K filed on March 1, 2023).
4.5
Second Supplemental Indenture, dated as of July 8, 2022, among the Partnership, Delek Logistics Finance Corp., the other guarantors, and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.11 of the Partnership's Form 10-K filed on March 1, 2023).
4.6
Indenture, dated as of March 13, 2024, among the Partnership, Delek Logistics Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership's Form 8-K filed on March 13, 2024).
4.7
Form of 8.625% Senior Note due 2029 (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Partnership's Form 8-K filed on March 13, 2024).
4.8
First Supplemental Indenture, dated as of April 17, 2024, among the Partnership, Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Partnership's Form 8-K filed on April 17, 2024).
4.9
Second Supplemental Indenture, dated as of August 16, 2024, among the Partnership, Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Partnership's Form 8-K filed on August 16, 2024).
4.10
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).
4.11
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).
10.1
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).
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Exhibits and Financial Statement Schedules
10.2
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).
10.3
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).
10.4
Pipelines, Storage and Throughput Facilities Agreement (Big Spring Refinery Logistics Assets and Duncan Terminal), dated March 20, 2018 and effective as of March 1, 2018, by and among Alon USA, LP, DKL Big Spring, LLC, for the limited purposes specified therein, Delek US Holdings, Inc., and for the limited purposes specified therein, J. Aron & Company LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on March 26, 2018).
10.5
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).
10.6
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).
10.7
Amended and Restated Pipelines and Storage Facilities Agreement dated August 5, 2024, among DK Trading & Supply, LLC, Delek Logistics Partners, LP, SALA Gathering Systems LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC, and, for limited purposes, Citigroup Energy, Inc. (incorporated by reference to Exhibit 10.7 to the Partnership's Form 10-Q filed on August 7, 2024).
10.8
Amended and Restated Site Services Agreement (Tyler Terminal and Tankage), dated March 31, 2015, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.4 to the Partnership’s Form 10-Q filed on May 8, 2015).
10.9
Amended and Restated Site Services Agreement (El Dorado Terminal and Tankage), dated as of March 31, 2015, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.5 to the Partnership’s Form 10-Q filed on May 8, 2015).
10.10
Big Spring Asphalt Services Agreement, dated March 20, 2018 and effective as of March 1, 2018, by and among Alon USA, LP, DKL Big Spring, LLC, for the limited purposes specified therein, Delek US Holdings, Inc., and for the limited purposes specified therein, J. Aron & Company LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 8-K filed on March 26, 2018).
10.11
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).
10.12
#
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.
10.13
++
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).
10.14
++
Amended and Restated Limited Liability Company Agreement of Caddo Pipeline LLC, dated March 20, 2015, by and between Plains Pipeline, L.P. and DKL Caddo, LLC (incorporated by reference to Exhibit 10.7 to the Partnership’s Form 10-Q filed on May 8, 2015).
10.15
Transportation Services Agreement dated May 15, 2020 and effective May 1, 2020, between Delek Refining, Ltd., Lion Oil Company and DKL Transportation, LLC (incorporated by reference to Exhibit 10.1 of the Partnership's Form 8-K filed on May 18, 2020).
10.16
Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated October 13, 2022, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent; a syndicate of lenders; Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as co-syndication agents; and Barclays Bank PLC, U.S. Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K filed on October 17, 2022).
10.17
Assignment and Assumption Agreement and Guaranty, dated as of March 22, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, Delek Logistics Operating, LLC, Lion Oil Company, LLC, and Delek US Energy, Inc. (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 10-Q filed on November 8, 2022).
10.18
Partial Assignment and Assumption Agreement, dated as of March 23, 2022, by and among Lion Oil Company, LLC, DK Trading & Supply, LLC, and the Partnership (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 10-Q filed on November 8, 2022).
10.19
Omnibus Assignment and Assumption Agreement, dated as of September 12, 2022, by and among Alon USA, LP, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.3 of the Partnership’s Form 10-Q filed on November 8, 2022).
10.20
Omnibus Assignment and Assumption Agreement, dated as of September 12, 2022, by and among Lion Oil Company, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.4 of the Partnership’s Form 10-Q filed on November 8, 2022).
10.21
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).
106 |
Exhibits and Financial Statement Schedules
10.22
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).
10.23
*
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).
10.24
*
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).
10.25
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).
10.26
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).
10.27
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).
10.28
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).
10.29
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).
10.30
*
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).
10.31
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).
10.32
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).
10.33
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).
10.34
First Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated November 6, 2023, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent; a syndicate of lenders; Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as co-syndication agents; and Barclays Bank PLC, U.S. Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 10-Q filed on November 8, 2023).
10.35
Second Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated November 6, 2023, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent; a syndicate of lenders; Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as co-syndication agents; and Barclays Bank PLC, U.S. Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 10-Q filed on November 8, 2023).
10.36
Third Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated November 6, 2023, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent; a syndicate of lenders; Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as co-syndication agents; and Barclays Bank PLC, U.S. Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 10-Q filed on November 8, 2023).
10.37
Fourth Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated March 29, 2024, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent; a syndicate of lenders; Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as co-syndication agents; and Barclays Bank PLC, U.S. Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 1.01 to the Partnership’s Form 8-K filed on April 2, 2024).
10.38
Fifth Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated November 5, 2024, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent; a syndicate of lenders; Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as co-syndication agents; and Barclays Bank PLC, U.S. 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).
10.39
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; a syndicate of lenders; Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as co-syndication agents; and Barclays Bank PLC, U.S. 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).
10.40
Promissory Note dated November 6, 2023 by and among the Partnership and Delek US Holdings, Inc. (incorporated by reference to Exhibit 10.4 to the Partnership’s Form 10-Q filed on November 8, 2023).
10.41
Amended and Restated Tankage Agreement (Tyler Crude Storage Tank 701) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.5 to the Partnership's Form 10-Q filed on August 7, 2024).
10.42
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).
107 |
Exhibits and Financial Statement Schedules
10.43
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).
10.44
Common Unit Purchase Agreement, dated February 19, 2025, by and between Delek Logistics Partners, LP and Delek US Holdings, Inc . (incorporated by reference to Exhibit 10.45 of the Partnership's Form 10-K filed on February 26, 2025.
10.45
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).
10.46
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).
10.47
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).
10.48
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).
10.49
*
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).
10.50
*
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).
10.51
*#
Fourth Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc. and Reuven Spiegel, effective as of February 24, 2026.
19.1
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).
21.1
Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 of the Partnership's Form 10-K filed on February 26, 2025).
22.1
#
Subsidiary Guarantors of Delek Logistics Partners LP.
23.1
#
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).
23.2
#
Consent of Independent Public Accounting Firm (Weaver and Tidwell, L.L.P.).
31.1
#
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.
31.2
#
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.
32.1
##
Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
##
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Delek Logistics Partners, LP Clawback Policy (incorporated by reference to Exhibit 97 to the Partnership's Form 10-K filed on February 28, 2024).
101
<
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): (i) Consolidated Balance Sheets as of December 31, 2025 and 2024; (ii) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Changes in Partners’ Equity for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (v) Notes to Consolidated Financial Statements.
104
The cover page from Delek Logistics Partners, LP's Annual Report on Form 10-K for the annual period ended December 31, 2025, has been formatted in Inline XBRL.
*
Management contract or compensatory plan or arrangement.
#
Filed herewith.
##
Furnished herewith.
++
Confidential treatment has been requested and granted with respect to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Omitted portions have been filed separately with the Securities and Exchange Commission.
<
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
108 |
Exhibits and Financial Statement Schedules
Delek Logistics Partners, LP
Consolidated Financial Statements
As of December 31, 2025 and 2024 and
For Each of the Three Years Ended December 31, 2025, 2024 and 2023
INDEX TO FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F- 2
Audited Financial Statements:
Consolidated Balance Sheets
F- 5
Consolidated Statements of Income and Comprehensive Income
F- 6
Consolidated Statements of Partners' Equity (Deficit)
F- 7
Consolidated Statements of Cash Flows
F- 8
Notes to Consolidated Financial Statements
F- 9
All other financial schedules are not required under related instructions, or are inapplicable and therefore have been omitted.
F-1 |
Report of Independent Registered Public Accounting Firm
To the Unitholders of Delek Logistics Partners, LP and
the Board of Directors of Delek Logistics GP, LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Delek Logistics Partners, LP (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 (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the report of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
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. 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 for 2024 and 2023, is based solely on the report of other auditors.
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.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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.
F-2 |
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 $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
We have served as the Partnership’s auditor since 2012.
Nashville, Tennessee
February 27, 2026
F-3 |
Report of Independent Registered Public Accounting Firm
To the Unitholders of Delek Logistics Partners, LP and
the Board of Directors of Delek Logistics GP, LLC
Opinion on Internal Control over Financial Reporting
We have audited Delek Logistics Partners, LP’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) (the COSO criteria). 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 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.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 or procedures may deteriorate.
/s/ Ernst & Young LLP
Nashville, Tennessee
February 27, 2026
F-4 |
Financial Statements
Delek Logistics Partners, LP
Consolidated Balance Sheets
(thousands, except unit and per unit data)
December 31, 2025
December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents
$
10,892
$
5,384
Accounts receivable
114,544
54,725
Accounts receivable from related parties
216,641
33,313
Lease receivable - affiliate
36,362
22,783
Inventory
17,913
5,427
Other current assets
4,416
24,260
Total current assets
400,768
145,892
Property, plant and equipment:
Property, plant and equipment
1,827,530
1,375,391
Less: accumulated depreciation
( 403,523 )
( 311,070 )
Property, plant and equipment, net
1,424,007
1,064,321
Equity method investments
340,070
317,152
Customer relationship intangibles, net
233,022
186,911
Other intangibles, net
137,439
94,547
Goodwill
12,203
12,203
Operating lease right-of-use assets
11,683
16,654
Finance lease right-of-use assets
27,802
883
Net lease investment - affiliate
185,656
193,126
Other non-current assets
6,618
9,870
Total assets
$
2,779,268
$
2,041,559
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
292,908
$
41,380
Interest payable
30,557
30,665
Excise and other taxes payable
16,569
6,764
Current portion of operating lease liabilities
3,027
5,117
Current portion of finance lease liabilities
8,310
223
Accrued expenses and other current liabilities
5,122
4,629
Total current liabilities
356,493
88,778
Non-current liabilities:
Long-term debt, net of current portion
2,344,420
1,875,397
Operating lease liabilities, net of current portion
3,551
6,004
Finance lease liabilities, net of current portion
20,289
613
Asset retirement obligations
24,278
15,639
Other non-current liabilities
24,123
19,600
Total non-current liabilities
2,416,661
1,917,253
Equity:
Common unitholders - public; 19,643,923 units issued and outstanding at December 31, 2025 ( 17,374,618 at December 31, 2024)
510,376
440,957
Common unitholders - Delek Holdings; 33,868,203 units issued and outstanding at December 31, 2025 ( 34,111,278 at December 31, 2024)
( 504,262 )
( 405,429 )
Total equity
6,114
35,528
Total liabilities and equity
$
2,779,268
$
2,041,559
See accompanying notes to the consolidated financial statements
F-5 |
Financial Statements
Delek Logistics Partners, LP
Consolidated Statements of Income and Comprehensive Income
(In thousands, except unit and per unit data)
Year Ended December 31,
2025
2024
2023
Net revenues
Affiliate (1)
$
499,471
$
517,782
$
563,803
Third party
513,852
422,854
456,606
Net revenues
1,013,323
940,636
1,020,409
Cost of sales:
Cost of materials and other - affiliate (1)
342,237
349,321
396,333
Cost of materials and other - third party
167,062
134,414
136,294
Operating expenses (excluding depreciation and amortization presented below)
166,752
122,020
115,682
Depreciation and amortization
122,102
91,135
87,136
Total cost of sales
798,153
696,890
735,445
Operating expenses related to wholesale business (excluding depreciation and amortization presented below)
1,625
714
2,419
General and administrative expenses
28,639
35,944
24,766
Depreciation and amortization
3,498
5,240
5,248
Impairment of goodwill
—
—
14,848
Other operating income, net
( 436 )
( 978 )
( 1,266 )
Total operating costs and expenses
831,479
737,810
781,460
Operating income
181,844
202,826
238,949
Interest income
( 112,517 )
( 47,792 )
—
Interest expense
179,296
150,960
143,244
Income from equity method investments
( 61,793 )
( 43,301 )
( 31,433 )
Other income, net
( 60 )
( 205 )
( 303 )
Total non-operating expenses, net
4,926
59,662
111,508
Income before income tax expense
176,918
143,164
127,441
Income tax expense
458
479
1,205
Net income
176,460
142,685
126,236
Comprehensive income
176,460
142,685
126,236
Less: Preferred unitholder's interest in net income
—
768
—
Net income attributable to limited partners
$
176,460
$
141,917
$
126,236
Net income per unit:
Basic
$
3.30
$
2.99
$
2.90
Diluted
$
3.30
$
2.99
$
2.89
Weighted average common units outstanding:
Basic
53,501,020
47,452,138
43,583,938
Diluted
53,552,206
47,479,248
43,611,314
(1) See Note 4 for a description of our material affiliate revenue and purchases transactions.
See accompanying notes to the consolidated financial statements
F-6 |
Financial Statements
Delek Logistics Partners, LP
Consolidated Statements of Partners' Equity (Deficit)
(in thousands)
Common - Public
Common - Delek Holdings
Total
Preferred
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
297,855
—
297,855
70,000
Redemption of units
—
( 97,949 )
( 97,949 )
( 70,768 )
Contributions
—
56,910
56,910
—
Other
234
3,123
3,357
—
Balance at December 31, 2024
440,957
( 405,429 )
35,528
—
Cash distributions (1)
( 87,150 )
( 150,982 )
( 238,132 )
—
Net income
64,590
111,870
176,460
—
Issuance of units
91,511
—
91,511
—
Unit repurchase
—
( 10,000 )
( 10,000 )
—
Distributions
—
( 53,424 )
( 53,424 )
—
Other
468
3,703
4,171
—
Balance at December 31, 2025
$
510,376
$
( 504,262 )
$
6,114
$
—
(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
F-7 |
Financial Statements
Delek Logistics Partners, LP
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025
2024
2023
Cash flows from operating activities:
Net income
$
176,460
$
142,685
$
126,236
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
125,600
96,375
92,384
Non-cash lease expense
6,245
8,112
9,549
Amortization of marketing contract intangible
—
4,206
7,211
Amortization of deferred revenue
( 4,738 )
( 3,038 )
( 1,755 )
Amortization of deferred financing costs and debt discount
5,882
5,230
6,327
Impairment of Goodwill
—
—
14,848
Income from equity method investments
( 61,793 )
( 43,301 )
( 31,433 )
Dividends from equity method investments
24,945
42,922
28,729
Other non-cash adjustments
6,243
1,917
2,697
Changes in assets and liabilities:
Accounts receivable
( 43,386 )
( 6,950 )
21,570
Inventories and other current assets
( 5,050 )
( 620 )
( 131 )
Accounts payable and other current liabilities
242,515
8,535
( 20,729 )
Accounts receivable/payable to related parties
( 237,897 )
( 62,473 )
( 34,498 )
Net investment in leases - affiliate
( 6,109 )
11,927
—
Non-current assets and liabilities, net
8,198
812
4,314
Net cash provided by operating activities
237,115
206,339
225,319
Cash flows from investing activities:
Asset acquisitions from Delek Holdings
—
( 83,903 )
—
Purchases of property, plant and equipment
( 267,759 )
( 129,040 )
( 96,101 )
Proceeds from sales of property, plant and equipment
3,678
9,875
1,717
Purchases of intangible assets
( 12,498 )
( 2,753 )
( 4,247 )
Business combination, net of cash acquired
( 181,180 )
( 182,535 )
—
Distributions from equity method investments
15,622
4,277
9,002
Equity method investment contributions
( 2,063 )
( 500 )
—
Net cash used in investing activities
( 444,200 )
( 384,579 )
( 89,629 )
Cash flows from financing activities:
Distributions to common unitholders - public
( 87,150 )
( 57,078 )
( 38,491 )
Distributions to common unitholders - Delek Holdings
( 150,982 )
( 147,615 )
( 141,534 )
Proceeds from term debt
700,000
1,059,000
—
Payments on term debt
—
( 531,250 )
( 18,750 )
Proceeds from revolving facility
1,297,900
1,328,100
431,800
Payments on revolving facility
( 1,521,450 )
( 1,673,200 )
( 371,800 )
Redemption of preferred units
—
( 70,768 )
—
Unit repurchase
( 10,000 )
—
—
Proceeds from issuance of common units, net of underwriters' discount
—
297,855
—
Proceeds from other financing agreements
—
—
6,214
Payments on other financing agreements
—
( 6,214 )
—
Payments on finance leases
( 5,015 )
—
—
Deferred financing costs paid
( 10,710 )
( 18,122 )
( 4,468 )
Other financing activities
—
( 839 )
( 2,876 )
Net cash provided by (used in) financing activities
212,593
179,869
( 139,905 )
Net increase (decrease) in cash and cash equivalents
5,508
1,629
( 4,215 )
Cash and cash equivalents at the beginning of the period
5,384
3,755
7,970
Cash and cash equivalents at the end of the period
$
10,892
$
5,384
$
3,755
Year Ended December 31,
2025
2024
2023
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest of $ 7.9 million, $ 2.6 million and $ 1.1 million in the 2025, 2024 and 2023 periods, respectively
$
173,522
$
117,299
$
136,420
Income taxes
$
—
$
—
$
20
Non-cash investing activities:
Inventory received in connection with DPG Dropdown
$
6,860
$
—
$
—
Equity attributable to W2W Holdings Acquisition
$
—
$
( 62,783 )
$
—
Forgiveness of related party receivable in connection with W2W Holdings Acquisition
$
—
$
60,000
$
—
Redemption of units in connection with the assignment of Big Spring Refinery Marketing Agreement
$
—
$
( 97,949 )
$
—
Equipment acquired under vendor financing
$
1,520
$
—
$
—
Preferred units issued in connection with H2O Acquisition
$
—
$
70,000
$
—
Forgiveness of related party receivable in connection with DPG Dropdown
$
58,800
$
—
$
—
Common units issued in connection with Gravity Acquisition
$
91,511
$
—
$
—
Increase in accrued capital expenditures
$
5,084
$
10,946
$
( 14,765 )
Non-cash financing activities:
Lease liability arising from obtaining operating right-of-use assets during the period
$
2,304
$
3,665
$
3,804
Lease liability arising from obtaining finance right-of-use assets during the period
$
32,648
$
—
$
1,162
Decrease in right-of-use assets due to lease terminations during the period
$
1,176
$
—
$
—
See accompanying notes to the consolidated financial statements
F-8 |
Notes to the Consolidated Financial Statements
Delek Logistics Partners, LP
Notes to the Consolidated Financial Statements
1. General
Organization
As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner").
Description of Business
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 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").
2. Accounting Policies
Basis of Presentation
Our consolidated financial statements include the accounts of the Partnership and its subsidiaries. We have evaluated subsequent events through the filing of this Annual Report on Form 10-K. Any material subsequent events that occurred during this time have been properly recognized or disclosed in our financial statements.
Use of Estimates
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.
Reclassifications
Certain prior period amounts have been reclassified in order to conform to the current period presentation.
Segment Reporting
We are an energy business focused on crude oil, natural gas, intermediate and refined products pipeline and storage activities and wholesale marketing, terminalling and offloading activities as well as water disposal and recycling. Management reviews operating results in four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investments in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment.
• The assets and investments reported in the gathering and processing segment provide crude oil gathering and crude oil, natural gas, intermediate and refined products logistics services as well as support our water disposal and recycling operations in service to Delek Holdings' refining operations and independent third parties .
• The wholesale marketing and terminalling segment provides marketing services for the refined products output of the Delek Holdings' refineries, engages in wholesale activity at our terminals and terminals owned by third parties, whereby we purchase light product for sale and exchange to third parties, and provides terminalling services at our refined products terminals to independent third parties and Delek Holdings.
• The storage and transportation segment provides crude oil, intermediate and refined products transportation and storage services to Delek Holdings' refining operations and independent third parties.
• The investments in pipeline joint ventures segment include the Partnership's joint ventures investments discussed in Note 13.
Segment reporting is discussed in more detail in Note 14.
F-9 |
Notes to Consolidated Financial Statements
Cash and Cash Equivalents
We maintain cash and cash equivalents in accounts with large U.S. financial institutions. Any highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.
Accounts Receivable
Accounts receivable primarily consists of trade receivables generated in the ordinary course of business. We perform on-going credit evaluations of our customers and generally do not require collateral on accounts receivable. Allowance for doubtful accounts is based on a combination of historical experience and specific identification methods. Delek Holdings accounted for more than 10 % of our consolidated accounts receivable balance as of December 31, 2025 and 2024.
Inventory
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
Property, plant and equipment primarily consists of crude oil pipelines, tanks, terminals and gathering systems, and trucking assets. We also capitalize interest on capital projects. Property and equipment is stated at the lower of historical cost less accumulated depreciation, or fair value, if impaired. Assets acquired in conjunction with business acquisitions are recorded at estimated fair market value in accordance with the purchase method of accounting as prescribed in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Acquisitions of net assets that do not constitute a business are accounted for by allocating the cost of the acquisition to individual assets acquired and liabilities assumed on a relative fair value basis and shall not give rise to goodwill as prescribed in ASC 805.
Betterments, renewals and extraordinary repairs that extend the life of an asset are capitalized. Maintenance and repairs are charged to expense as incurred.
Depreciation is computed using the straight-line method over management’s estimated useful lives of the related assets. The estimated useful lives are as follows:
Years
Buildings and building improvements
15 - 40
Pipelines, tanks and terminals
10 - 40
Other equipment
3 - 15
Other Intangible Assets
Other intangible assets acquired in a business combination and determined to be finite-lived are amortized over their respective estimated useful lives. The finite-lived intangible assets are amortized on straight-line basis over the estimated useful lives of 4.8 to 86.6 years. The amortization expense, with the exception of the marketing contract intangible, is included in depreciation and amortization in the accompanying consolidated statements of income and comprehensive income. The marketing contract intangible was amortized on a straight-line basis over a 20 -year period as a component of net revenues from affiliates. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment in connection with our evaluation of long-lived assets as events and circumstances indicate that the asset might be impaired. Refer to Note 9 Other Intangible Assets for further information.
Property, Plant and Equipment and Intangibles Impairment
Property, plant and equipment and intangibles are evaluated for impairment whenever indicators of impairment exist. In accordance with ASC 360, Property, Plant and Equipment and ASC 350, Intangibles - Goodwill and Other , we evaluate the realizability of these long-lived assets as events occur that might indicate potential impairment. In doing so, we assess whether the carrying amount of the asset is recoverable by estimating the sum of the future cash flows expected to result from the use of the asset, undiscounted and without interest charges. If the carrying amount is more than the recoverable amount, an impairment charge must be recognized based on the fair value of the asset.
F-10 |
Notes to Consolidated Financial Statements
Goodwill and Potential Impairment
Goodwill in an acquisition represents the excess of the aggregate purchase price over the fair value of the identifiable net assets. Goodwill is reviewed at least annually during the fourth quarter for impairment, or more frequently if indicators of impairment exist, such as disruptions in our business, unexpected significant declines in operating results or a sustained market capitalization decline. Goodwill is evaluated for impairment by comparing the carrying amount of the reporting unit to its estimated fair value. In accordance with Accounting Standards Updates ("ASU") 2017-04, Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment, g oodwill impairment charge is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. In assessing the recoverability of goodwill, assumptions are made with respect to future business conditions and estimated expected future cash flows to determine the fair value of a reporting unit. We may consider inputs such as a market participant weighted average cost of capital, gross margin, capital expenditures and long-term growth rates based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates. We may also consider a market approach in determining or corroborating the fair values of the reporting units using a multiple of expected future cash flows, such as those used by third-party analysts, which is also subject to significant judgment and estimates. If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required. A significant risk to our future results and the potential future impairment of goodwill is the volatility of the crude oil and the refined product markets which is often unpredictable and may negatively impact our results of operations in ways that cannot be anticipated and that are beyond management's control.
We may also elect to perform a qualitative impairment assessment of goodwill balances. The qualitative assessment permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount. If a company concludes that, based on the qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company is required to perform the quantitative impairment test. Alternatively, if a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it has completed its goodwill impairment test and does not need to perform the quantitative impairment test.
There was no impairment during the years ended December 31, 2025 and 2024. During the year ended December 31, 2023, our annual assessment of goodwill resulted in an impairment of $ 14.8 million. Details of remaining goodwill balances by segment are included in Note 8.
Business Combinations
We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date in accordance with the provisions of ASC 805. Any excess or deficiency of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase. The fair value of assets and liabilities as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and apply an appropriate discount rate; the cost approach, which requires estimates of replacement costs and depreciation and obsolescence estimates; and the market approach which uses market data and adjusts for entity-specific differences. We use all available information to make these fair value determinations and engage third-party consultants for valuation assistance. The estimates used in determining fair values are based on assumptions believed to be reasonable but which are inherently uncertain. Accordingly, actual results may differ materially from the projected results used to determine fair value.
Equity Method Investments
For equity investments that are not required to be consolidated under the variable or voting interest model, we evaluate the level of influence we are able to exercise over an entity’s operations to determine whether to use the equity method of accounting. Our judgment regarding the level of influence over an equity method investment includes considering key factors such as our ownership interest, participation in policy-making and other significant decisions and material intercompany transactions. Equity investments for which we determine we have significant influence are accounted for as equity method investments. Amounts recognized for equity method investments are included in equity method investments in our consolidated balance sheets and adjusted for our share of the net earnings and losses of the investee, dividends received and cash distributions from the investee, which are separately stated in our consolidated statements of income and comprehensive income and our consolidated statements of cash flows. The carrying value of each equity method investment is evaluated for impairment when conditions exist that indicate it is more likely than not that an impairment may have occurred, which may include the loss of a key contract, lack of sustained earnings or a deterioration of market conditions, among others. When impairment triggers are present, the fair value of the equity method investment is estimated using the income approach and the market approach. The income approach utilizes a discounted cash flow model incorporating management’s expectations of the investee’s future revenue (including the throughput barrel per day sold and related reduced tariff rates), operating expenses and earnings before interest, taxes, depreciation and amortization, capital expenditures and an anticipated tax rate (“EBITDA”), the estimated long term growth rate and weighted average cost of capital (“WACC”) as the discount rate. The market approach uses estimated EBITDA multiples for guideline comparable companies to estimate the fair value of the equity method investment. An impairment loss is recorded in earnings in the current period if a decline in the value of an equity method investment is determined to be other than temporary. There were no impairment losses recorded on equity method investments for the years ended December 31, 2025, 2024 or 2023. Equity method investments are reported as part of the investments in pipeline joint ventures segment. See Note 13 for further information on our equity method investments.
F-11 |
Notes to Consolidated Financial Statements
Variable Interest Entities
Our consolidated financial statements include the financial statements of our subsidiaries and variable interest entities ("VIE"), of which we are the primary beneficiary. We evaluate all legal entities in which we hold an ownership or other pecuniary interest to determine if the entity is a VIE. Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets. If we are not the primary beneficiary, the general partner or another limited partner may consolidate the VIE, and we record the investment as an equity method investment.
Fair Value of Financial Instruments
The fair values of financial instruments are estimated based upon current market conditions and quoted market prices for the same or similar instruments. Management estimates that the carrying value approximates fair value for all of our assets and liabilities that fall under the scope of ASC 825, Financial Instruments ("ASC 825"), with the exception of our fixed rate debt.
Environmental Expenditures
It is our policy to accrue environmental and clean-up related costs of a non-capital nature when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Environmental liabilities represent the current estimated costs to investigate and remediate contamination at sites where we have environmental exposure. This estimate is based on assessments of the extent of the contamination, the selected remediation technology and review of applicable environmental regulations, typically considering estimated activities and costs for 15 years, and up to 30 years if a longer period is believed reasonably necessary. Such estimates may require judgment with respect to costs, time frame and extent of required remedial and clean-up activities. Accruals for estimated costs from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and include, but are not limited to, costs to perform remedial actions and costs of machinery and equipment that are dedicated to the remedial actions and do not have an alternative use. Such accruals are adjusted as further information develops or circumstances change. We discount environmental liabilities to their present value if payments are fixed or reliably determinable. Expenditures for equipment necessary for environmental issues relating to ongoing operations are capitalized. Estimated recoveries of costs from other parties are recorded on an undiscounted basis as assets when their realization is deemed probable. See Note 15 for further information on crude oil releases impacting our properties and related accruals.
Asset Retirement Obligations
We recognize liabilities which represent the fair value of a legal obligation to perform asset retirement activities, including those that are conditional on a future event, when the amount can be reasonably estimated. These obligations are related to the required cleanout of our pipelines and terminal tanks and removal of certain above-grade portions of our pipelines situated on right-of-way property.
The reconciliation of the beginning and ending carrying amounts of asset retirement obligations as of December 31, 2025 and 2024 is as follows (in thousands):
December 31,
2025
2024
Beginning balance
$
15,639
$
10,038
Acquisition
6,022
4,852
Liabilities settled
—
( 171 )
Accretion expense
2,617
920
Ending balance
$
24,278
$
15,639
In order to determine fair value, management must make certain estimates and assumptions including, among other things, projected cash flows, a credit-adjusted risk-free rate and an assessment of market conditions that could significantly impact the estimated fair value of the asset retirement obligation.
Revenue Recognition
Revenue is measured based on consideration specified in a contract with a customer. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or by providing services to a customer.
Service, Product and Lease Revenues. Revenues for products sold are generally recognized upon delivery of product, which is when title and control of the product is transferred. Transaction prices for these products are typically at market rates for the product at the time of delivery. Service revenues are recognized as crude oil, intermediate and refined products are shipped through, delivered by or stored in our pipelines, trucks, terminals and storage facility assets, as applicable. We do not recognize product revenues for these services, as the product does not represent a promised good in the context of ASC 606, Revenue from Contracts with Customers ("ASC 606"). All service revenues are based on regulated tariff rates or contractual rates. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. We exclude from revenue all taxes assessed by a governmental authority, including sales, use and excise taxes, that are both imposed on and concurrent with a specific revenue-producing transaction and collected on behalf of a customer.
F-12 |
Notes to Consolidated Financial Statements
Certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings are considered leases under ASC 842. As part of the adoption of ASC 842, as lessee, we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services. We have determined that the predominant component of the related agreements currently in effect is the lease component. Therefore, the combined component is accounted for under the applicable lease accounting guidance. Refer to Note 5 and Note 16 for further information.
Up-Front payments to Customers. We record up-front payments to customers in accordance with ASC 606. We evaluate the nature of each payment, the rights and obligations under the related contract, and whether the payment meets the definition of an asset. When an asset is recognized for an up-front payment to a customer, the asset is amortized, as a reduction of revenue, in a manner that reflects the pattern and period over which the asset is expected to provide benefit.
Revenues Related to Reimbursements. In addition to the agreements noted above, we have cost reimbursement provisions in certain of our agreements with Delek Holdings and third-parties that provide for reimbursement to the Partnership for certain costs, including certain capital expenditures. Such reimbursements are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset.
Cost of Materials and Other and Operating Expenses
Cost of materials and other includes (i) all costs of purchased refined products, additives and related transportation of such products, (ii) costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance, and (iii) the cost of pipeline capacity leased from a third-party.
Operating expenses include the costs associated with the operation of owned terminals and pipelines and terminalling expense at third-party locations, excluding depreciation and amortization. These costs primarily include outside services, allocated employee costs, repairs and maintenance costs and energy and utility costs. Operating expenses related to the wholesale business are excluded from cost of sales because they primarily relate to costs associated with selling the products through our wholesale business.
Depreciation and amortization is separately presented in our consolidated statements of income and disclosed by reportable segment in Note 14.
Deferred Financing Costs
Deferred financing costs are included in other non-current assets in the accompanying consolidated balance sheets and represent expenses related to issuing and amending our revolving credit facility. Deferred financing costs associated with our term loan facilities are included as a reduction to the associated debt balance in the accompanying consolidated balance sheets. These costs represent expenses related to issuing our long-term debt and obtaining our lines of credit. These amounts are amortized ratably over the remaining term of the respective financing and are included in interest expense in the accompanying consolidated statements of income and comprehensive income.
Leases
In accordance with ASC 842-20, Leases - Lessee ("ASC 842-20"), we classify leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that are highly specialized or allow us to substantially utilize or pay for the entire asset over its useful life. All other leases are classified as operating leases.
We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment. Certain leases also include options to purchase the leased equipment. Certain of our lease agreements include rates based on equipment usage. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.
For all leases that include fixed rental rate increases, these are included in our fixed lease payments. Our leases may include variable payments, based on changes on price or other indices, which are expensed as incurred.
We calculate the total lease expense for the entire noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised, and record lease expense on a straight-line basis in the accompanying consolidated statements of income. Accordingly, a lease liability is recognized for these leases and is calculated to be the present value of the fixed lease payments, as defined by ASC 842-20, using a discount rate based on our incremental borrowing rate. A corresponding right-of-use asset is recognized based on the lease liability and adjusted for certain costs and prepayments. The right-of-use asset is amortized over the noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised. 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.
F-13 |
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. The net investment in sales-type leases with related parties is recorded within lease receivable - affiliate and net lease investment - affiliate on the consolidated balance sheets. These amounts are comprised of the present value of the sum of the future minimum lease payments representing the value of the lease receivable and the unguaranteed residual value of the leased assets. We regularly monitor the condition and usage of leased assets during the lease term. 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 impact on residual value and take proactive measures if necessary. Management assesses the net investment in sales-type leases for recoverability quarterly. See Note 16 for further information.
Income Taxes
We are not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of our assets and financial reporting basis of assets and liabilities, the acquisition price of such partner's units and the taxable income allocation requirements under the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement").
We are subject to income taxes in certain states that do not follow the federal tax treatment of partnerships. These taxes are accounted for under the provisions of ASC 740, Income Taxes ("ASC 740"). This statement generally requires the Partnership to record deferred income taxes for the differences between the book and tax bases of its assets and liabilities, which are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income tax expense or benefit represents the net change during the year in our deferred income tax assets and liabilities, exclusive of the amounts held in other comprehensive income.
GAAP requires management to evaluate uncertain tax positions taken by the Partnership. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Partnership, and has concluded that there are no uncertain positions taken or expected to be taken. The Partnership is subject to routine audits by taxing jurisdictions .
Allocations of Net Income
Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest.
Net Income per Limited Partner 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. 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. 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.
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. GAAP. 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.
F-14 |
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)
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The adoption will not affect our financial position or our results of operations. The adoption of ASU 2024-03 will not affect our financial position or our results of operations, but will result in additional disclosures.
3. Acquisitions
Gravity Acquisition
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.
F-15 |
Notes to the Consolidated Financial Statements
Determination of Purchase Price
The table below presents the purchase price (in thousands):
Base purchase price:
$
291,561
Less: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)
3,814
Plus: V arious closing adjustments
5,433
Adjusted purchase price
$
300,808
Cash paid
$
209,297
Fair value of common units issued (1)
91,511
Purchase price
$
300,808
(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
$
5,317
Accounts receivables
16,433
Inventories
1,851
Other current assets
1,681
Property, plant and equipment
191,485
Operating lease right-of-use assets
107
Customer relationship intangible (1)
66,271
Other intangibles (1)
31,921
Other non-current assets
59
Total assets acquired
315,125
Liabilities assumed:
Accounts payable
2,459
Accrued expenses and other current liabilities
5,733
Current portion of operating lease liabilities
54
Asset retirement obligations
6,022
Operating lease liabilities, net of current portion
49
Total liabilities assumed
14,317
Fair value of net assets acquired
$
300,808
(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.
F-16 |
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
Final Value
Change
Property, plant and equipment
$
208,313
$
191,485
$
( 16,828 )
Customer relationship intangible
$
50,674
$
66,271
$
15,597
Asset retirement obligations
$
7,202
$
6,022
$
( 1,180 )
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,
2025
2024
(in thousands)
Net revenues
$
1,013,323
$
1,058,936
Net income attributable to partners
$
185,556
$
149,185
H2O Midstream Acquisition
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 (“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 ).
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 purchase price (in thousands):
Base purchase price:
$
230,000
Less: Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement)
( 2,596 )
Plus: various closing adjustments
2,331
Adjusted purchase price
$
229,735
Cash paid
$
159,735
Fair value of Preferred Units issued
70,000
Purchase price
$
229,735
F-17 |
Notes to the Consolidated Financial Statements
Purchase Price Allocation
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
$
6,644
Inventories
2,448
Other current assets
879
Property, plant and equipment
172,374
Operating lease right-of-use assets
2,058
Customer relationship intangible (1)
26,270
Other intangibles (1)
33,268
Other non-current assets
21
Total assets acquired
243,962
Liabilities assumed:
Accounts payable
1,833
Accrued expenses and other current liabilities
7,045
Current portion of operating lease liabilities
278
Asset retirement obligations
4,852
Operating lease liabilities, net of current portion
219
Total liabilities assumed
14,227
Fair value of net assets acquired
$
229,735
(1) The acquired intangible assets amount includes the following identified intangibles:
• 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. 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.
Unaudited Pro Forma Financial Information
The following table summarizes the unaudited pro forma financial information of the Partnership assuming the H2O Midstream Acquisition had occurred on January 1, 2023. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense associated with revolving credit facility borrowings incurred in connection with this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
Year Ended December 31,
2024
2023
(in thousands)
Net revenues
$
985,232
$
1,107,103
Net income attributable to partners
$
156,238
$
142,376
F-18 |
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
On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds 50 % equity interests in Wink to Webster Holdings, LLC ("W2W Holdings"), 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.
This acquisition was considered a transaction between entities under common control. Accordingly, the equity interests acquired were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date. The carrying value of the equity interests as of the acquisition date was $ 81.1 million. Pursuant to common control guidance, we recorded a reduction to equity of $ 62.8 million, included in contributions in the accompanying consolidated statements of partners' equity (deficit), representing the net carrying amount of the equity interest acquired less the consideration paid. No value was assigned to the 2,300,000 common units issued. Prior periods have not been recast as these assets do not constitute a business in accordance with ASC 805.
4. Related Party Transactions
Commercial Agreements
The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from five to ten years , which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.
On August 5, 2024, the Partnership amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. These amendments required the embedded leases within these agreements to be reassessed under ASC 842. As a result, certain leases were reclassified from operating leases to sales-type leases (see Note 16 for further information on sales-type leases).
These agreements have an initial term of five to seven years , with the ability to extend for an additional five years at Delek Holdings' option and were effective as of July 1, 2024. The initial expiration dates for these agreements range from 2028 to 2036. 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. As consideration for this agreement, the Partnership redeemed 2,500,000 common units representing limited partnership interest in us held by Delek Holdings. Associated with such marketing agreement was a contract intangible with a carrying value of $ 97.9 million at the closing date of the assignment. This intangible was transferred to Delek Holdings in conjunction with the assignment.
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.
F-19 |
Notes to Consolidated Financial Statements
Other Agreements with Delek Holdings
In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:
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.
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 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 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
Our general partner operates our business on our behalf and is entitled under our Partnership Agreement to be reimbursed for the cost of providing those services, which include certain labor related costs. We and our subsidiaries paid Delek Holdings approximately $ 54.8 million, $ 42.3 million and $ 31.0 million pursuant to the Partnership Agreement during the years ended December 31, 2025, 2024 and 2023, respectively. 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 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.
F-20 |
Notes to Consolidated Financial Statements
Summary of Transactions
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. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. 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,
2025
2024
2023
Revenues
$
499,471
$
517,782
$
563,803
Purchases from Affiliates
$
342,237
$
349,321
$
396,333
Interest income from sales-type leases
$
112,456
$
47,709
$
—
Operating and maintenance expenses
$
90,429
$
64,778
$
64,636
General and administrative expenses
$
14,429
$
12,040
$
14,908
Quarterly Cash Distribution
Date of Distribution
Distributions paid to Delek Holdings (in thousands)
February 11, 2025
$
37,693
May 15, 2025
37,594
August 14, 2025
37,763
November 13, 2025
37,932
Total
$
150,982
February 12, 2024
$
36,198
May 15, 2024
36,713
August 14, 2024
37,181
November 14, 2024
37,523
Total
$
147,615
February 9, 2023
$
34,998
May 15, 2023
35,169
August 14, 2023
35,512
November 13, 2023
35,855
Total
$
141,534
F-21 |
Notes to Consolidated Financial Statements
5. Revenues
We generate revenue by charging fees for gathering, transporting, offloading and storing crude oil and natural gas; for storing intermediate products and feed stocks; for water disposal and recycling services; for distributing, transporting and storing refined products; for marketing refined products output of Delek Holdings' Tyler and Big Spring refineries; and for wholesale marketing in the West Texas area. A significant portion of our revenue is derived from long-term commercial agreements with Delek Holdings, which provide for annual fee adjustments for increases or decreases in the CPI, PPI or the FERC index (refer to Note 4 for a more detailed description of these agreements). In addition to the services we provide to Delek Holdings, we also generate substantial revenue from crude oil, natural gas, intermediate and refined products transportation services for, and terminalling and marketing services to, and water disposal and recycling services to third parties primarily in Texas, New Mexico, Tennessee and Arkansas. Certain of these services are provided pursuant to contractual agreements with third parties. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. Delek Holdings, directly or indirectly, accounted for 49.3 %, 55.0 % and 55.3 % of our total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
The majority of our commercial agreements with Delek Holdings meet the definition of a lease because: (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.
Year Ended December 31, 2025
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Consolidated
Service Revenue - Third Party
$
76,257
$
—
$
5,457
$
81,714
Service Revenue - Affiliate
13,098
29,990
59,838
102,926
Product Revenue - Third Party
251,511
180,628
—
432,139
Product Revenue - Affiliate
5,144
175,512
—
180,656
Lease Revenue - Affiliate
152,087
31,505
32,296
215,888
Total Revenue
$
498,097
$
417,635
$
97,591
$
1,013,323
Year Ended December 31, 2024
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Consolidated
Service Revenue - Third Party
$
75,353
$
—
$
8,879
$
84,232
Service Revenue - Affiliate (1)
14,111
23,857
54,869
92,837
Product Revenue - Third Party
108,603
230,019
—
338,622
Product Revenue - Affiliate
16,548
131,881
—
148,429
Lease Revenue - Affiliate
150,104
65,765
60,647
276,516
Total Revenue
$
364,719
$
451,522
$
124,395
$
940,636
Year ended December 31, 2023
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Consolidated
Service Revenue - Third Party
$
60,471
$
—
$
11,329
$
71,800
Service Revenue - Affiliate (1)
9,730
48,618
55,691
114,039
Product Revenue - Third Party
98,102
286,704
—
384,806
Product Revenue - Affiliate
15,699
122,969
—
138,668
Lease Revenue - Affiliate
187,108
47,410
76,578
311,096
Total Revenue
$
371,110
$
505,701
$
143,598
$
1,020,409
(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.
F-22 |
Notes to Consolidated Financial Statements
Our unfulfilled performance obligations as of December 31, 2025, were as follows (in thousands):
2026
$
134,343
2027
133,522
2028
88,022
2029
78,922
2030 and thereafter
101,893
Total expected revenue on remaining performance obligations
$
536,702
6. Net Income per Unit
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,
2025
2024
2023
Net income
$
176,460
$
142,685
$
126,236
Less: Limited partners' distribution on common units
238,132
204,407
179,774
Distributions on preferred units
—
768
—
Undistributed net loss
$
( 61,672 )
$
( 62,490 )
$
( 53,538 )
Limited partners' earnings on common units:
Distributions
$
238,132
$
204,407
$
179,774
Allocation of undistributed net loss
( 61,672 )
( 62,490 )
( 53,538 )
Total limited partners' earnings on common units
$
176,460
$
141,917
$
126,236
Weighted average limited partner units outstanding, basic
53,501,020
47,452,138
43,583,938
Dilutive effect of unvested phantom units
51,186
27,110
27,376
Weighted average limited partner units outstanding, diluted
53,552,206
47,479,248
43,611,314
Net income per limited partner unit:
Basic
$
3.30
$
2.99
$
2.90
Diluted (1)
$
3.30
$
2.99
$
2.89
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.
7. Property, Plant and Equipment
Property, plant and equipment, at cost, consist of the following (in thousands):
December 31,
2025
2024
Land
$
21,853
$
17,052
Building and building improvements
7,871
5,072
Pipelines, tanks and terminals
1,681,372
1,197,615
Asset retirement obligation assets
3,823
2,073
Other equipment
28,481
27,426
Construction in progress
84,130
126,153
Property, plant and equipment
1,827,530
1,375,391
Less: accumulated depreciation
( 403,523 )
( 311,070 )
Property, plant and equipment, net
$
1,424,007
$
1,064,321
Depreciation expense was $ 96.2 million, $ 76.4 million and $ 72.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
F-23 |
Notes to Consolidated Financial Statements
8. Goodwill
Goodwill represents the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired and is not amortized. We perform an annual assessment of whether goodwill retains its value. This assessment is done more frequently if indicators of potential impairment exist. We performed our annual goodwill impairment review in the fourth quarter of 2025, 2024, and 2023.
For the years ended December 31, 2025 and 2024, we performed a qualitative assessment. The annual impairment review resulted in the determination that no indicators of impairment of goodwill were present.
For the year ended December 31, 2023, we performed a quantitative assessment for our Delaware Gathering reporting unit and a qualitative assessment for our other reporting units. Our 2023 testing of goodwill did not identify any impairments other than our Delaware Gathering reporting unit, which reported a goodwill impairment charge of $ 14.8 million. The impairment was primarily driven by the significant increases in interest rates and timing of system connections with our producer customers.
For the quantitative assessment, we estimated the value of each of the reporting unit using a discounted cash flows ("DCF") analysis. The significant assumptions that were used to develop the estimates of the fair values under the DCF method included management’s best estimates of the discount rate of 16 % as well as estimates of future cash flows, which are impacted primarily by volume and EBITDA projections. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be an accurate prediction of the future. The fair value measurements for the individual reporting units represent Level 3 measurements.
Accumulated goodwill impairment was $ 14.8 million as of December 31, 2025, 2024 and 2023.
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.
9. Other Intangible Assets
Our identifiable intangible assets are as follows (in thousands):
As of December 31, 2025
As of December 31, 2024
Useful Life
Gross
Accumulated Amortization
Net
Gross
Accumulated Amortization
Net
Intangible assets subject to amortization:
Customer relationships
11.6 - 32.2 years
$
302,541
$
( 69,519 )
$
233,022
$
234,231
$
( 47,320 )
$
186,911
Rights-of-way assets
8 - 86.6 years
23,649
( 2,300 )
21,349
14,892
( 1,778 )
13,114
Favorable contract
4.8 years
4,775
( 1,312 )
3,463
4,775
( 307 )
4,468
Intangible assets not subject to amortization:
Rights-of-way assets
Indefinite
112,627
112,627
76,965
76,965
Total
$
443,592
$
( 73,131 )
$
370,461
$
330,863
$
( 49,405 )
$
281,458
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 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.
Amortization expense for the next five years is estimated to be as follows (in thousands):
2026
$
23,725
2027
$
23,725
2028
$
23,725
2029
$
23,166
2030
$
22,720
F-24 |
Notes to Consolidated Financial Statements
10. Long-Term Obligations
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
December 31, 2025
December 31, 2024
DKL Revolving Facility
$
211,850
$
435,400
2033 Notes
700,000
—
2029 Notes
1,050,000
1,050,000
2028 Notes
400,000
400,000
Principal amount of long-term debt
2,361,850
1,885,400
Less: Unamortized discount and premium and deferred financing costs
17,430
10,003
Total debt, net of unamortized discount and premium and deferred financing costs
$
2,344,420
$
1,875,397
DKL Credit Facility
On October 13, 2022, the Partnership entered into a senior secured term loan with Fifth Third, as administrative agent and a syndicate of lenders with an original principal of $ 300.0 million (the "DKL Term Loan Facility"). On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (the "DKL Credit Facility"), (together, the “Amendments”) which among other things added a maturity acceleration clause which would accelerate the maturity of the DKL Term Facility to 180 days prior to the stated maturity date of the 2025 Notes if any of the 2025 Notes remained outstanding on that date. The DKL Term Facility had a final maturity date of and principal due on April 15, 2025. The outstanding principal balance of $ 281.3 million was paid on March 13, 2024 from a portion of the proceeds received with the issuance of the 2029 Notes as indicated below. At the Partnership's option, borrowings bore interest at either the Adjusted Term Secured Overnight Financing Rate benchmark (“SOFR”) or U.S. dollar prime rate, plus an applicable margin. The applicable margin was 2.50 % for the first year of the DKL Term Loan Facility and 3.00 % for the second year for U.S. dollar prime rate borrowings. 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. 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. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $ 100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $ 1,150.0 million, including up to $ 146.9 million for letters of credit and $ 31.9 million in swing line loans. This facility has a maturity date of October 13, 2027.
Borrowings under the DKL Revolving Facility bear interest at the election of the Partnership at either a U.S. dollar prime rate, plus an applicable margin ranging from 1.00 % to 2.00 % depending on the Partnership’s Total Leverage Ratio (as defined in the DKL Credit Agreement), 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 ranging from 2.00 % to 3.00 % depending on the Partnership’s Total Leverage Ratio. Unused revolving commitments under the DKL Revolving Facility incur a commitment fee that ranges from 0.30 % to 0.50 % depending on the Partnership’s Total Leverage Ratio, currently at 0.45 % per annum. As of December 31, 2025 and December 31, 2024, the weighted average interest rate was 6.58 % and 7.27 %, respectively.
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. We believe we were in compliance with all covenant requirements as of December 31, 2025. Under the financial covenants in the DKL Credit Facility, the Partnership cannot:
• permit, as of the last day of each fiscal quarter, the Total Leverage Ratio (as defined in the DKL Credit Facility) to be greater than 5.25 to 1.00;
• permit, as of the last day of each fiscal quarter, the Senior Leverage Ratio (as defined in the DKL Credit Facility) to be greater than 3.75 to 1.00; and
• permit, as of the last day of each fiscal quarter, the interest coverage ratio to be equal to or less than 2.00 to 1.00.
The obligations under the DKL Revolving Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets. The carrying value of outstanding borrowings under the DKL Revolving Facility as of December 31, 2025 and December 31, 2024 approximate their fair values. Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of December 31, 2025, we were in compliance with covenants on all of our debt instruments.
F-25 |
Notes to Consolidated Financial Statements
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 provided 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 bore 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.
2033 Notes
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.
2029 Notes
On March 13, 2024, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") sold $ 650.0 million in aggregate principal amount of 8.625 % senior notes due 2029 (the "2029 Notes") at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.
On April 17, 2024, the Issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029 at 101.25 % and on August 16, 2024, the Issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029, at 103.25 % (collectively, the "Additional 2029 Notes"). The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.
The 2029 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 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. 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.
F-26 |
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. Prior to March 15, 2026, the Issuers may also redeem all or part of the 2029 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 March 15, 2026, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2029 Notes, at a redemption price of 104.313 % of the redeemed principal for the twelve-month period beginning on March 15, 2026, 102.156 % for the twelve-month period beginning on March 15, 2027, and 100.00 % beginning on March 15, 2028 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 2029 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.
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. The premium recognized for the Additional 2029 Notes was $ 9.0 million 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. As of December 31, 2025, the effective interest rate was 8.80 %. 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.
2028 Notes
On May 24, 2021, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") issued $ 400.0 million in aggregate principal amount of 7.125 % senior notes due 2028 (the "2028 Notes") at par, pursuant to an indenture with U.S. Bank, National Association as trustee. The 2028 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 2028 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. The 2028 Notes will mature on June 1, 2028, and interest on the 2028 Notes is payable semi-annually in arrears on each June 1 and December 1, commencing December 1, 2021.
Beginning on June 1, 2024, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2028 Notes, at a redemption price of 103.56 % of the redeemed principal for the twelve-month period beginning on June 1, 2024, 101.78 % for the twelve-month period beginning on June 1, 2025, and 100.00 % beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.
In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2028 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.
As of December 31, 2025, the effective interest rate was 7.37 %. 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.
2025 Notes
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. The Partnership received tenders from holders of approximately $ 156.2 million in aggregate principal amount. All the remaining 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption. Debt extinguishment costs were $ 1.5 million and were recorded in interest expense in the accompanying condensed consolidated statements of income and comprehensive income for the 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
2026
$
—
2027
211,850
2028
400,000
2029
1,050,000
2030
—
Thereafter
700,000
Total
$
2,361,850
F-27 |
Notes to Consolidated Financial Statements
11. Equity
We had 19,643,923 common limited partner units held by the public outstanding as of December 31, 2025. Additionally, as of December 31, 2025, Delek Holdings owned an 63.3 % limited partner interest in us, consisting of 33,868,203 common limited partner units.
On October 10, 2024, the Partnership completed a public offering of its common units in which it sold 4,423,075 common units (including an overallotment option of 576,922 common units) to the underwriters of the offering at a price to the public of $ 39.00 per unit. The net proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $ 165.6 million and were used to redeem the Preferred Units (defined below) and repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $ 6.6 million.
On April 25, 2024, we filed a shelf registration statement with the SEC, which provides the Partnership the ability to offer up to $ 500.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs.
On March 12, 2024, the Partnership completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $ 38.50 per unit. The net proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $ 132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $ 5.5 million.
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, 2022
9,257,305
34,311,278
43,568,583
Unit-based compensation awards (1)
42,458
—
42,458
Balance at December 31, 2023
9,299,763
34,311,278
43,611,041
Unit-based compensation awards (1)
67,364
—
67,364
Equity offering units issued
8,007,491
—
8,007,491
Redemption of units associated with BSR Marketing Agreement
—
( 2,500,000 )
( 2,500,000 )
Issuance of units in connection with W2W Acquisition
—
2,300,000
2,300,000
Balance at December 31, 2024
17,374,618
34,111,278
51,485,896
Unit-based compensation awards (1)
94,096
—
94,096
Issuance of units in connection with Gravity Acquisition
2,175,209
—
2,175,209
Unit repurchase
—
( 243,075 )
( 243,075 )
Balance at December 31, 2025
19,643,923
33,868,203
53,512,126
(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.
Issuance of Additional Securities
Our Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. 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
Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.
F-28 |
Notes to Consolidated Financial Statements
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, 2023
$ 1.055
$ 46,010
March 31, 2024
$ 1.070
$ 50,521
June 30, 2024
$ 1.090
$ 51,263
September 30, 2024
$ 1.100
$ 56,613
December 31, 2024
$ 1.105
$ 59,302
March 31, 2025
$ 1.110
$ 59,320
June 30, 2025
$ 1.115
$ 59,612
September 30, 2025
$ 1.120
$ 59,898
December 31, 2025
$ 1.125
$ 60,201
12. Preferred Units
On September 11, 2024 (the “Closing Date”), the Partnership issued 70,000 preferred units (“Preferred Units”) in connection with the H2O Midstream Acquisition for an amount equal to $ 70.0 million.
Preferred Units ranked senior to all common units with respect to distributions and rights upon liquidation. The holders of the Preferred Units were entitled to receive, when and if declared by the board, a quarterly distribution equal to the amount of distributions they would have received on an as converted basis at a price of $ 41.04 , including any special distributions made to common unitholders.
At any time, the Partnership may redeem, in whole or part, the Preferred Units at a redemption price of $ 1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount, to be settled in cash. In addition, at any time prior to October 31, 2027, if the Partnership completed an offering of common units or Preferred Units, the Partnership shall redeem an amount of the Preferred Units not to exceed the amount equal to the net cash proceeds to the Partnership from such offering, after deducting underwriting discounts and commissions and offering expenses payable by the Partnership at a redemption price of $ 1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount.
As a result of our public offering of common units completed on October 10, 2024, the Partnership redeemed all 70,000 of the Preferred Units for at a redemption price of $ 1,000 per unit. Total redemption payment was $ 70.8 million, including payment made for pro-rata distributions.
For a summary of changes in the Preferred Units balance for 2024, see the consolidated statements of partners' equity (deficit).
13. Equity Method Investments
The Partnership owns a 33 % membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P, which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. Additionally, we have two pipeline joint ventures, in which we own a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("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 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.
W2W Holdings was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster. 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. We determined that W2W Holdings is a VIE. While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in W2W Holdings, and no single party has the power to direct the activities that most significantly impact W2W Holdings' economic performance.
Distributions received from WWP are first applied to service the debt of W2W Holdings wholly owned finance LLC, with excess distributions made to the W2W Holdings members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements. The obligations of the W2W Holdings members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.
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.
F-29 |
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
$
24,720
$
193
Non-current Assets
$
678,494
$
702,910
Current liabilities
$
62,624
$
56,074
Non-current liabilities
$
419,300
$
481,189
Year Ended December 31,
2025
2024
Revenues
$
107,168
$
88,603
Gross profit
$
107,168
$
88,603
Operating income
$
106,858
$
88,293
Net income
$
81,280
$
59,442
The Partnership's investment balances in these joint ventures were as follows (in thousands):
As of December 31, 2025
As of December 31, 2024
Red River
$
132,139
$
136,455
W2W Holdings
116,404
86,117
CP LLC
59,088
59,252
Andeavor Logistics
32,439
35,328
Total Equity Method Investments
$
340,070
$
317,152
14. Segment Data
We review operating results in four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. 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.
The CODM is the President of the Partnership. 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. 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.
F-30 |
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
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Total
Net revenues:
Affiliate (1)
$
170,330
$
237,007
$
92,134
$
—
$
499,471
Third party
327,767
180,628
5,457
—
513,852
Total revenue
498,097
417,635
97,591
—
1,013,323
Cost of materials and other
113,202
342,187
53,794
—
509,183
Operating expenses
128,213
9,359
18,363
—
155,935
Proportional EBITDA from equity method investments
—
—
—
( 88,150 )
( 88,150 )
Other segment items (2)
( 2,845 )
3,155
( 419 )
—
( 109 )
Segment EBITDA
$
259,527
$
62,934
$
25,853
$
88,150
436,464
Reconciling items to consolidated net income before income taxes:
Corporate expenses and other
40,810
Proportional interest, taxes, depreciation and amortization from equity-method investments
26,357
Depreciation and amortization
125,600
Interest income
( 112,517 )
Interest expense
179,296
Income tax expense
458
Net income
$
176,460
Year Ended December 31, 2024
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Total
Net revenues:
Affiliate (1)
$
180,763
$
221,503
$
115,516
$
—
$
517,782
Third party
183,956
230,019
8,879
—
422,854
Total revenue
364,719
451,522
124,395
—
940,636
Cost of materials and other
77,037
349,049
57,539
—
483,625
Operating expenses
80,317
14,820
18,299
—
113,436
Proportional EBITDA from equity method investments
—
—
—
( 59,098 )
( 59,098 )
Other segment items (2)
215
( 4,076 )
232
—
( 3,629 )
Segment EBITDA
$
207,150
$
91,729
$
48,325
$
59,098
406,302
Reconciling items to consolidated net income before income taxes:
Corporate expenses and other
43,592
Proportional interest, taxes, depreciation and amortization from equity-method investments
15,797
Depreciation and amortization
96,375
Amortization of marketing contract intangible
4,206
Interest income
( 47,792 )
Interest expense
150,960
Income tax expense
479
Net income
$
142,685
F-31 |
Notes to Consolidated Financial Statements
Year ended December 31, 2023
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Total
Net revenues:
Affiliate (1)
$
212,537
$
218,997
$
132,269
$
—
$
563,803
Third party
158,573
286,704
11,329
—
456,606
Total revenue
371,110
505,701
143,598
—
1,020,409
Cost of materials and other
83,118
388,536
63,710
—
535,364
Operating expenses
75,136
17,796
18,104
9
111,045
Proportional EBITDA from equity method investments
—
—
—
( 38,231 )
( 38,231 )
Other segment items (2)
13,393
( 7,143 )
( 2,066 )
—
4,184
Segment EBITDA
$
199,463
$
106,512
$
63,850
$
38,222
408,047
Reconciling items to consolidated net income before income taxes:
Corporate expenses and other
30,969
Proportional interest, taxes, depreciation and amortization from equity-method investments
6,798
Depreciation and amortization
92,384
Amortization of marketing contract intangible
7,211
Interest expense
143,244
Income tax expense
1,205
Net income
$
126,236
(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.
F-32 |
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
Consolidated
Depreciation and amortization
$
113,451
$
3,465
$
5,633
$
—
$
3,051
$
125,600
Interest income
$
43,764
$
16,154
$
52,599
$
—
$
—
$
112,517
Capital spending (1)
$
266,496
$
1,469
$
6,398
$
—
$
—
$
274,363
Year Ended December 31, 2024
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Corporate and Other
Consolidated
Depreciation and amortization
$
80,144
$
5,256
$
7,609
$
—
$
3,366
$
96,375
Interest income
$
23,338
$
8,546
$
15,908
$
—
$
—
$
47,792
Amortization of marketing contract intangible
$
—
$
4,206
$
—
$
—
$
—
$
4,206
Capital spending (1)
$
128,927
$
2,727
$
8,332
$
—
$
—
$
139,986
Year ended December 31, 2023
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Corporate and Other
Consolidated
Depreciation and amortization
$
72,181
$
7,055
$
9,839
$
—
$
3,309
$
92,384
Amortization of marketing contract intangible
$
—
$
7,211
$
—
$
—
$
—
$
7,211
Capital spending (1)
$
74,683
$
2,111
$
4,548
$
—
$
—
$
81,342
(1) Capital spending includes additions on an accrual basis.
F-33 |
Notes to Consolidated Financial Statements
15. Commitments and Contingencies
Litigation
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements.
Texas Department of Transportation Settlement
Beginning in August 2023, the Partnership was involved in litigation with the State of Texas Department of Transportation. The subject of the litigation was the expansion of the highway where the Partnership's Nettleton Station is situated. As a result of this expansion, two tanks owned by the Partnership were impacted. This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $ 8.3 million in condemnation proceeds, which was recorded in other operating 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
We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. 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 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, 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. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.
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.
F-34 |
Notes to Consolidated Financial Statements
16. Leases
Lessee
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) :
Year Ended December 31,
2025
2024
2023
Components of lease costs
Operating lease cost
$
8,610
$
10,370
$
11,533
Finance lease cost: (1)
Amortization of ROU assets
5,637
—
—
Interest on lease liabilities
1,491
—
—
Total finance lease cost
7,128
—
—
Short-term lease cost
6,691
7,359
5,031
Variable lease cost
905
1,261
3,826
Total lease cost
$
23,334
$
18,990
$
20,390
(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:
Year Ended December 31,
2025
2024
Weighted-average remaining lease term (years) for operating leases
3.5
3.4
Weighted-average discount rate (1) operating leases
7.5
%
7.4
%
Weighted-average remaining lease term (years) for finance lease
3.4
3.5
Weighted-average discount rate (1) finance lease
7.5
%
8.4
%
(1) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842.
Maturities of lease liabilities as of December 31, 2025 are as follows (in thousands):
Year Ended December 31,
Operating
Finance
2026
$
3,384
$
10,108
2027
1,978
9,941
2028
902
6,892
2029
232
4,179
2030
124
1,155
2031 and thereafter
851
—
Total lease payments
7,471
32,275
Less: present value discount
893
3,676
Lease liabilities
$
6,578
$
28,599
F-35 |
Notes to Consolidated Financial Statements
Lessor
We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings. 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. For details on Lease Revenue, see Note 5.
During 2024, we executed renewals to certain agreements between DKL and Delek Holdings. The renewals required the embedded leases within these agreements to be reassessed under ASC 842. As a result of these lease assessments, certain leases were reclassified from an operating lease to a sales-type lease. Accordingly, the underlying property, plant and equipment, net, and associated deferred revenue, if any, were derecognized and the present value of the future lease payments and the unguaranteed residual value of the assets were recorded as a net investment in sales-type lease during the respective periods.
The net investment in sales-type leases is recorded utilizing the estimated fair value of the underlying leased assets at contract modification date and are nonrecurring fair value measurements. The leased assets were valued using a cost method valuation approach which utilizes Level 3 inputs.
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:
Year Ended December 31,
(in thousands)
2025
2024
2023
Operating leases:
Lease revenue
$
200,180
$
268,843
$
311,096
Sales-type leases:
Interest income (Sales-type rental revenue-fixed minimum)
112,456
47,709
—
Lease revenue (Revenue from variable lease payments)
15,708
7,673
—
Sales-type lease income
$
128,164
$
55,382
$
—
The following presents the consolidated financial statement impact of sales-type leases on commencement or modification date for the year ended December 31, 2024. 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.
Year Ended December 31,
(in thousands)
2024
Lease receivables
$
217,263
Unguaranteed residual assets
10,573
Property, plant and equipment, net
( 108,143 )
Amount recognized on commencement date
$
119,693
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):
2026
$
50,331
2027
38,240
2028
7,680
2029
1,567
2030
1,567
2031 and thereafter
784
Total minimum future lease revenue
$
100,169
F-36 |
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):
2026
$
108,927
2027
78,858
2028
78,858
2029
78,858
2030
78,858
2031 and thereafter
183,905
Total minimum future lease revenue
608,264
Less: Imputed interest
402,243
Lease receivable
$
206,021
The components of our aggregate net investment in sales-type leases are as follows:
Year Ended December 31,
2025
2024
Lease receivable
$
206,021
$
203,803
Less: Current lease receivables (1)
36,362
22,783
Long-term lease receivables
169,659
181,020
Unguaranteed residual assets (noncurrent)
15,997
12,106
Net lease investment - affiliate
$
185,656
$
193,126
(1) Presented in Lease receivable - affiliate, in the consolidated balance sheets.
The following table summarized our investment in assets held under operating lease by major classes (in thousands):
December 31,
2025
2024
Land
$
10,995
$
11,643
Building and building improvements
22
387
Pipelines, tanks and terminals
240,822
419,528
Other equipment
812
2,229
Property, plant and equipment
252,651
433,787
Less: accumulated depreciation
( 103,897 )
( 143,961 )
Property, plant and equipment, net
$
148,754
$
289,826
17. Subsequent Events
Distribution Declaration
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.
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.
F-37 |
Form 10-K Summary
ITEM 16. FORM 10-K SUMMARY
None.
106 |
Signatures
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Delek Logistics Partners, LP
by and through its general partner, Delek Logistics GP, LLC
By: /s/ Robert Wright
Robert Wright
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: February 27, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by or on behalf of the following persons on behalf of the registrant and in the capacities indicated on February 27, 2026:
/s/ Avigal Soreq
Avigal Soreq
President
(Principal Executive Officer)
/s/ Robert Wright
Robert Wright
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Ezra Uzi Yemin
Ezra Uzi Yemin
Vice Chair of the Board of Directors
/s/ Sherri A. Brillon
Sherri A. Brillon
Director
/s/ Charles J. Brown, III
Charles J. Brown, III
Director
107 |
Signatures
/s/ Eric D. Gadd
Eric D. Gadd
Director
/s/ Frederec Charles Green
Frederec Charles Green
Director
/s/ Ron W. Haddock
Ron W. Haddock
Director
/s/ Gennifer F. Kelly
Gennifer F. Kelly
Director
108 |