What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-11-07 · 194 added, 457 removed, 355 unchanged (65% of the section changed)

3 unchanged sentences

(thousands, except unit and per unit data)

September 30, 2025 December 31, 2024

March 31, 2026

December 31, 2025

Current assets:

3 unchanged sentences

Lease receivable - affiliate

Inventory 18,635 5,427

Other current assets

7 unchanged sentences

Other intangibles, net

Goodwill 12,203 12,203

Operating lease right-of-use assets

Net lease investment - affiliate 186,560 193,126

Finance lease right-of-use assets

Net investment in leases - affiliate

Other non-current assets

Total assets $ 2,747,241 $ 2,041,559

LIABILITIES AND EQUITY

LIABILITIES AND (DEFICIT) EQUITY

Current liabilities:

3 unchanged sentences

Current portion of operating lease liabilities

Current portion of finance lease liabilities

Accrued expenses and other current liabilities

3 unchanged sentences

Operating lease liabilities, net of current portion

Finance lease liabilities, net of current portion

Asset retirement obligations

1 unchanged sentence

Total non-current liabilities

(Deficit) Equity:

Common unitholders - public;

19,611,965 units issued and outstanding at September 30, 2025 ( 17,374,618 at December 31, 2024)

514,884 440,957

19,653,345 units issued and outstanding at March 31, 2026 ( 19,643,923 at December 31, 2025)

Common unitholders - Delek Holdings;

33,868,203 units issued and outstanding at September 30, 2025 ( 34,111,278 at December 31, 2024)

( 497,412 ) ( 405,429 )

Total equity 17,472 35,528

Total liabilities and equity $ 2,747,241 $ 2,041,559

33,868,203 units issued and outstanding at March 31, 2026 ( 33,868,203 at December 31, 2025)

Total (deficit) equity

Total liabilities and (deficit) equity

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(In thousands, except unit and per unit data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Affiliate (1)

$ 131,016 $ 114,899 $ 371,420 $ 411,352

Third party 130,261 99,171 386,137 319,421

Net revenues 261,277 214,070 757,557 730,773

Cost of sales:

Cost of materials and other - affiliate (1)

85,486 84,015 259,863 279,962

Cost of materials and other - third party

11 unchanged sentences

Income from equity method investments

Other expense (income), net 67 34 26 ( 177 )

Other income, net

Total non-operating expenses, net

1 unchanged sentence

Income tax expense

Net income 45,560 33,674 129,168 107,380

Comprehensive income

Net income per unit:

Basic $ 0.85 $ 0.71 $ 2.41 $ 2.32

Diluted $ 0.85 $ 0.71 $ 2.41 $ 2.32

Weighted average common units outstanding:

Basic 53,467,306 47,109,008 53,505,419 46,248,003

Diluted 53,519,572 47,135,101 53,540,795 46,269,423

(1) See Note 3 for a description of our material affiliate revenue and purchases transactions.

4 unchanged sentences

(in thousands)

Common - Public Common - Delek Holdings Total Preferred

Balance as of June 30, 2025 $ 519,930 $ ( 487,939 ) $ 31,991 $ —

Cash distributions (1)

( 21,849 ) ( 37,763 ) ( 59,612 ) —

Net income attributable to partners 16,698 28,862 45,560 —

Distributions — ( 1,484 ) ( 1,484 ) —

Other 105 912 1,017 —

Balance as of September 30, 2025 $ 514,884 $ ( 497,412 ) $ 17,472 $ —

Common - Public Common - Delek Holdings Total Preferred

Balance as of June 30, 2024 $ 287,195 $ ( 338,502 ) $ ( 51,307 ) $ —

Cash distributions (1)

( 14,082 ) ( 37,181 ) ( 51,263 ) —

Net income attributable to partners 9,308 24,366 33,674 —

Issuance of units — — — 70,000

Redemption of units — ( 97,949 ) ( 97,949 ) —

Contributions — 50,873 50,873 —

Other 37 827 864 —

Balance as of September 30, 2024 $ 282,458 $ ( 397,566 ) $ ( 115,108 ) $ 70,000

Common - Public Common - Delek Holdings Total Preferred

Common - Public

Common - Delek Holdings

Balance as of December 31, 2025

Cash distributions

( 65,184 ) ( 113,050 ) ( 178,234 ) —

Net income attributable to partners 47,245 81,923 129,168 —

Issuance of units 91,511 — 91,511 —

Unit repurchase — ( 10,000 ) ( 10,000 ) —

Distributions — ( 53,424 ) ( 53,424 ) —

Other 355 2,568 2,923 —

Balance as of September 30, 2025 $ 514,884 $ ( 497,412 ) $ 17,472 $ —

Common - Public Common - Delek Holdings Total Preferred

Balance as of March 31, 2026

Common - Public

Common - Delek Holdings

Balance as of December 31, 2024

Cash distributions

( 37,987 ) ( 110,092 ) ( 148,079 ) —

Net income attributable to partners 27,812 79,568 107,380 —

Issuance of units

Redemption of units — ( 97,949 ) ( 97,949 ) —

Contributions — 50,873 50,873 —

Other 29 2,305 2,334 —

Balance as of September 30, 2024 $ 282,458 $ ( 397,566 ) $ ( 115,108 ) $ 70,000

(1) Cash distributions include $ 0.3 million related to distribution equivalents on vested phantom units for the nine months ended September 30, 2024, with no distribution equivalents on vested phantom units for the three months ended September 30, 2024.

There were no distribution equivalents on vested phantom units for the three and nine months ended September 30, 2025 .

Unit repurchase

Balance as of March 31, 2025

See accompanying notes to the condensed consolidated financial statements

Financial Statements

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(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net income $ 129,168 $ 107,380

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

1 unchanged sentence

Non-cash lease expense

Amortization of marketing contract intangible — 4,206

Amortization of deferred revenue

13 unchanged sentences

Cash flows from investing activities:

Asset acquisitions from Delek Holdings — ( 83,903 )

Purchases of property, plant and equipment

7 unchanged sentences

Distributions to common unitholders - Delek Holdings

Proceeds from term debt 700,000 1,059,000

Payments on term debt — ( 531,250 )

Proceeds from revolving facility

1 unchanged sentence

Unit repurchase

Proceeds from issuance of common units, net of underwriters' discount — 132,202

Payments on other financing agreements — ( 6,214 )

Payments on finance leases

Deferred financing costs paid

Other financing activities

Net cash provided by financing activities 219,279 161,649

Net increase in cash and cash equivalents 1,528 3,562

Net cash (used in) provided by financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest $ 129,334 $ 95,267

Interest, net of capitalized interest of $ 1.0 million and $ 2.7 million in the 2026 and 2025 periods, respectively

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

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

1 unchanged sentence

Non-cash financing activities:

Lease liability arising from obtaining right-of-use assets during the period $ 33,110 $ 1,398

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

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

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

8 unchanged sentences

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

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

On September 11, 2024, Delek Logistics completed the acquisition of 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC from H2O Midstream Holdings, LLC ("H2O Purchase Agreement"), which included water disposal and recycling operations in the Midland Basin in Texas.

See Note 2 for further information.

On January 2, 2025, we acquired 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”).

See Note 2 for further information.

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").

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading.

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Accounting Pronouncements Not Yet Adopted

ASU 2025-12, Codification Improvements

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

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

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

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

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

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

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

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 impact disclosures.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Determining the Accounting Acquirer in a VIE.

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

Determining the Accounting Acquirer in a VIE ("ASU 2025-03").

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.

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Gravity Acquisition

On January 2, 2025, we completed the Gravity Acquisition for a preliminary purchase price 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 on January 2, 2025, and 2,175,209 of common units.

For the three and nine months ended September 30, 2025, we incurred $ 0.7 million and $ 4.8 million, respectively, 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 condensed 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 $ 20.7 million and $ 6.1 million, respectively for the three months ended September 30, 2025, and $ 67.5 million and $ 24.0 million, respectively, for the period from January 2, 2025, through September 30, 2025, related to these operations.

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.

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

Determination of Purchase Price

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

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

Base purchase price:

2 unchanged sentences

Adjusted purchase price

Cash paid $ 209,297

Fair value of common units issued

Preliminary 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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Purchase Price Allocation

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

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:

1 unchanged sentence

Accounts receivables

Inventories 1,851

Other current assets

14 unchanged sentences

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

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

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

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

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

To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of September 30, 2025.

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

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

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

Fair Value Adjustments

During the three months ended September 30, 2025, the Partnership recorded immaterial fair value adjustments to the purchase price allocation.

During the nine months ended September 30, 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 Adjusted 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 )

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(in thousands)

Net sales $ 261,277 $ 242,070 $ 757,557 $ 822,573

Net income attributable to partners $ 46,260 $ 33,674 $ 133,968 $ 111,180

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 6 ).

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

Determination of Purchase Price

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

Base purchase price:

Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement)

various closing adjustments

Adjusted purchase price $ 229,735

Cash paid $ 159,735

Fair value of Preferred Units issued 70,000

Preliminary purchase price $ 229,735

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Purchase Price Allocation

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

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)

Other intangibles (1)

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 preliminary fair value of $ 26.3 million, which will be amortized over a 13.4 years useful life.

• 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 preliminary fair value of $ 4.8 million which will be amortized over a 4.8 years useful life.

There have been no significant adjustments to the preliminary purchase price allocation during the three and nine months ended September 30, 2025.

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

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

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

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

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

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 excludes any expected cost savings or other synergies as a result of this acquisition.

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

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands)

Net sales $ 226,303 $ 775,369

Net income attributable to partners $ 40,045 $ 119,183

By acquiring Gravity and H20 Midstream, we intend to increase third-party revenue streams, diversify our customer and product mix, and expand our footprint in the Midland and Bakken basins, aligning with our strategic growth objectives.

Related Party Transactions

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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.

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.

See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Other Agreements with Delek Holdings

1 unchanged sentence

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").

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 transactions with 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 $ 13.0 million to Delek Holdings for its provision of centralized corporate services to the Partnership.

On August 5, 2024, the Partnership 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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

Effective July 1, 2026, the annual fee will increase by $ 8.0 million.

Pursuant to Intercompany Agreements (as defined below), Delek Holdings will waive Omnibus fees for an aggregate of $ 4.0 million during the first two quarters of 2026.

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 three and nine months ended September 30, 2025, and 2024.

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 September 30, 2025, and December 31, 2024, there was no receivable from related parties for these matters.

These amounts are record ed in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the ass et.

There were no reimbursements by Delek Holdings during the three months ended March 31, 2026, and 2025.

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

As of March 31, 2026, and December 31, 2025, 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 in each of the three and nine month periods ended September 30, 2025, and 2024.

Other Transactions

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

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

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

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

The agreement extends through December 2025.

Total fees paid to the Partnership were $ 0.5 million for the nine months ended September 30, 2025, and $ 0.4 million and $ 1.2 million for the three and nine months ended September 30, 2024, respectively, which are recorded in affiliate revenue in our accompanying condensed consolidated statements of income and comprehensive income.

There were no fees to the Partnership for the three months ended September 30, 2025.

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

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

Delek 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.

Commercial Agreements

On May 1, 2025, the Partnership entered into an agreement to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026.

On May 1, 2025, in connection with the DPG Dropdown, the Partnership amended and restated a throughput agreement with Delek Holdings for the El Dorado rail facility (the “Throughput Agreement”), which includes a minimum volume commitment for refined products until the termination of the Throughput Agreement, which 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 is currently set to close January 2, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

There were no reimbursements for these matters in each of the three month periods ended March 31, 2026, and 2025.

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 closed on April 1, 2026.

At closing, Delek Holdings returned 359,372 Partnership common units to us, representing the full consideration of $ 19.0 million.

The El Dorado Terminal Sale is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions.

On May 1, 2025, the Partnership and Delek Holdings, entered into an asset purchase agreement (the “El Dorado Purchase Agreement”), whereby Delek Holdings committed to 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 on January 2, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

On May 1, 2025, the Partnership entered into an agreement to terminate, in its entirety, the marketing agreement with Delek Holdings, under which we marketed 100 % of the refined products output of the Tyler Refinery, effective as of January 1, 2026.

Summary of Transactions

2 unchanged sentences

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,

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 income, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Revenues $ 131,016 $ 114,899 $ 371,420 $ 411,352

Three Months Ended March 31,

Interest income from sales-type leases

1 unchanged sentence

Operating and maintenance expenses

$ 23,076 $ 15,275 $ 66,169 $ 48,432

General and administrative expenses

$ 4,540 $ 2,777 $ 9,874 $ 9,280

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Quarterly Cash Distributions

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

Date of Distribution

Distributions paid to Delek Holdings (in thousands)

February 12, 2026

May 11, 2026 (1)

August 14, 2025 37,763

November 13, 2025 (1)

Total $ 150,982

February 11, 2025

May 15, 2024 36,713

August 14, 2024

November 14, 2024 37,352

Total $ 147,444

(1) On October 28, 2025, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination.

Distributions paid are estimated based on common units held by Delek Holdings as of September 30, 2025.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(1) On April 23, 2026, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination.

Distributions paid are estimated based on common units held by Delek Holdings as of March 31, 2026.

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

Three Months Ended September 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Service Revenue - Third Party $ 18,770 $ — $ 1,292 $ 20,062

Service Revenue - Affiliate (1)

3,386 7,584 14,856 25,826

Product Revenue - Third Party 62,274 47,925 — 110,199

Product Revenue - Affiliate 976 41,671 — 42,647

Lease Revenue - Affiliate 46,803 7,561 8,179 62,543

Total Revenue $ 132,209 $ 104,741 $ 24,327 $ 261,277

Three Months Ended September 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Service Revenue - Third Party $ 19,331 $ — $ 2,298 $ 21,629

Service Revenue - Affiliate (1)

8,481 2,216 13,669 24,366

Product Revenue - Third Party 22,286 55,256 — 77,542

Product Revenue - Affiliate 5,121 31,887 — 37,008

Lease Revenue - Affiliate 26,308 17,579 9,638 53,525

Total Revenue $ 81,527 $ 106,938 $ 25,605 $ 214,070

Nine Months Ended September 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Three Months Ended March 31, 2026

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Service Revenue - Third Party

Service Revenue - Affiliate

9,844 22,242 44,585 76,671

Product Revenue - Third Party

2 unchanged sentences

Total Revenue

Nine Months Ended September 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Consolidated

Three Months Ended March 31, 2025

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Service Revenue - Third Party

Service Revenue - Affiliate

8,486 29,684 40,924 79,094

Product Revenue - Third Party

1 unchanged sentence

Lease Revenue - Affiliate

121,983 43,595 50,973 216,551

Total Revenue

(1) Net of $ 0.6 million and $ 4.2 million for the three and nine months ended September 30, 2024, respectively, related to marketing contract intangible recorded in the wholesale marketing and terminalling segment.

For the three and nine months ended September 30, 2025, no amortization was recorded related to this intangible, as the associated agreement was terminated on August 5, 2024.

As of September 30, 2025, we expect to recognize approximately $ 0.6 billion in service revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings.

As of March 31, 2026, we expect to recognize approximately $ 507.3 million in service revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings.

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

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Our unfulfilled performance obligations as of September 30, 2025, were as follows (in thousands):

Our unfulfilled performance obligations as of March 31, 2026, were as follows (in thousands):

Remainder of 2026

1 unchanged sentence

Total expected revenue on remaining performance obligations

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Net Income per Unit

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

Our participating securities consist of common units and preferred units.

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

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

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

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

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

As of September 30, 2025 and 2024, the only potentially dilutive units outstanding consist of unvested phantom units.

Basic net income per unit is computed by dividing net income by the weighted-average number of outstanding common units.

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

As of March 31, 2026 and 2025, the only potentially dilutive units outstanding consist of unvested phantom units.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net income $ 45,560 $ 33,674 $ 129,168 $ 107,380

Limited partners' distribution declared on common units 59,898 51,263 178,830 147,794

Undistributed net loss $ ( 14,338 ) $ ( 17,589 ) $ ( 49,662 ) $ ( 40,414 )

Limited partners' earnings on common units:

Distributions $ 59,898 $ 51,263 $ 178,830 $ 147,794

Allocation of undistributed net loss ( 14,338 ) ( 17,589 ) ( 49,662 ) ( 40,414 )

Total limited partners' earnings on common units $ 45,560 $ 33,674 $ 129,168 $ 107,380

Weighted average limited partner units outstanding, basic 53,467,306 47,109,008 53,505,419 46,248,003

Three Months Ended March 31,

Weighted average common units outstanding, basic

Dilutive effect of unvested phantom units

Weighted average limited partner units outstanding, diluted 53,519,572 47,135,101 53,540,795 46,269,423

Net income per limited partner unit:

Basic $ 0.85 $ 0.71 $ 2.41 $ 2.32

$ 0.85 $ 0.71 $ 2.41 $ 2.32

1) There were 6,863 and 23,824 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and nine months ended September 30, 2025, respectively.

There were 24,506 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during both three and nine months ended September 30, 2024.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Weighted average common units outstanding, diluted

Net income per unit:

(1) There were 22,566 and 28,692 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three months ended March 31, 2026 and 2025, respectively.

Long-Term Obligations

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

September 30, 2025 December 31, 2024

March 31, 2026

December 31, 2025

DKL Revolving Facility

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 unchanged sentences

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").

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.

Debt extinguishment costs were $ 2.1 million for the three and nine months ended September 30, 2024, and were recorded in interest expense in the accompanying condensed 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.

As of September 30, 2025, and December 31, 2024, the weighted average interest rate was 7.39 % and 7.27 %, respectively.

There were no letters of credit outstanding as of September 30, 2025, or December 31, 2024.

On March 26, 2026, the Partnership entered into a credit agreement (the “New Credit Agreement”) that provides for revolving commitments up to $ 1,300.0 million in the aggregate with a sublimit up to $ 150.0 million for letters of credit and up to $ 50.0 million for swing line loans (the “DKL Revolving Facility”).

The DKL Revolving Facility replaced the Partnership's previous revolving credit facility and term loan facility under the Fourth Amended and Restated Credit Agreement (the "Prior Credit Agreement") and proceeds were used to pay all outstanding balances of the Prior Credit Agreement.

The maturity date for the DKL Revolving Facility is the earliest of (i) March 26, 2031, (ii) the date that is 180 days prior to the earliest maturity date of the Partnership’s 8.625 % Senior Notes due 2029 to the extent that on such date, no less than $ 500.0 million of aggregate principal amount of the 2029 Notes remains outstanding, and (iii) such date on which the Revolving Credit Commitments (as defined in the New Credit Agreement) are terminated in whole due to voluntary termination or certain events of default.

Borrowings under the DKL Revolving Facility bear interest at either (i) a base rate (equal to the highest of the Prime Rate, the Federal Funds Rate plus 0.50 %, Term SOFR for a one-month interest period plus 1.00 %, and 1.00 %) plus an applicable margin ranging from 0.50 % to 1.50 % per annum, or (ii) a term SOFR-based tranche rate (subject to a 0.00 % floor) plus an applicable margin ranging from 1.50 % to 2.50 % per annum, in each case depending on the Partnership's Total Leverage Ratio (as defined in the New Credit Agreement).

Swing loans bear interest at the base rate plus the applicable margin for base rate loans.

As of March 31, 2026, the weighted average interest rate was 5.99 %.

There were no letters of credit outstanding as of March 31, 2026.

The New Credit Agreement contains affirmative and negative covenants and events of default which the Partnership considers customary and are similar to, but allow additional flexibility to the Partnership and its restricted subsidiaries as compared with, those in our Prior Credit Agreement.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

We believe we were in compliance with all covenant requirements as of March 31, 2026.

Under the financial covenants in the DKL Revolving Facility, the Partnership cannot:

• permit, as of the last day of each fiscal quarter, the Total Leverage Ratio (as defined in the New Credit Agreement) 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 New Credit Agreement) to be greater than 3.75 to 1.00;

• 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 September 30, 2025, and December 31, 2024, approximate their fair values.

The carrying value of outstanding borrowings under the DKL Revolving Facility as of March 31, 2026 approximates their fair values.

Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary.

As of September 30, 2025, we were in compliance with covenants on all of our debt instruments.

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 September 30, 2025, the effective interest rate was 7.64 %.

The estimated fair value of the 2033 Notes was $ 713.2 million as of September 30, 2025, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

As of March 31, 2026, we were in compliance with covenants on all of our debt instruments.

Our 2033 Notes are general unsecured senior obligations comprised of $ 700.0 million in aggregate principal 7.375 % senior notes maturing on June 30, 2033.

The 2033 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the existing Partnership's subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries.

As of March 31, 2026, the effective interest rate was 7.63 %.

The estimated fair value of the 2033 Notes was $ 707.2 million and $ 716.4 million as of March 31, 2026 and December 31, 2025, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

Our 2029 Notes are general unsecured senior obligations comprised of $ 1,050.0 million in aggregate principal 8.625 % senior notes maturing on March 15, 2029.

The 2029 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries.

As of September 30, 2025, the effective interest rate was 8.80 %.

The estimated fair value of the 2029 Notes was $ 1,095.5 million and $ 1,086.9 million as of September 30, 2025, and December 31, 2024, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

As of March 31, 2026, the effective interest rate was 8.80 %.

The estimated fair value of the 2029 Notes was $ 1,088.4 million and $ 1,100.4 million as of March 31, 2026 and December 31, 2025, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

Our 2028 Notes are general unsecured senior obligations comprised of $ 400.0 million in aggregate principal of 7.125 % senior notes maturing June 1, 2028.

The 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries.

As of September 30, 2025, the effective interest rate was 7.38 %.

The estimated fair value of the 2028 Notes was $ 402.5 million and $ 399.1 million as of September 30, 2025, and December 31, 2024, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

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 three and nine months ended September 30, 2024.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

As of March 31, 2026, the effective interest rate was 7.37 %.

The estimated fair value of the 2028 Notes was $ 401.3 million and $ 402.7 million as of March 31, 2026 and December 31, 2025, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

Equity Activity

The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2024, through September 30, 2025.

Common - Public Common - Delek Holdings (1)

The table below summarizes the changes in the number of units outstanding from December 31, 2025 through March 31, 2026.

Common - Public

Common - Delek Holdings (1)

Balance at December 31, 2025

Unit-based compensation awards (2)

62,138 — 62,138

Issuance of units in connection with Gravity Acquisition 2,175,209 — 2,175,209

Unit repurchase — ( 243,075 ) ( 243,075 )

Balance at September 30, 2025 19,611,965 33,868,203 53,480,168

(1) As of September 30, 2025, Delek Holdings owned a 63.3 % interest in the Partnership.

(2) Unit-based compensation awards are presented net of 26,260 units withheld for taxes for the nine months ended September 30, 2025.

Balance at March 31, 2026

(1) As of March 31, 2026, Delek Holdings owned a 63.3 % interest in the Partnership.

(2) Unit-based compensation awards are presented net of 6,829 units withheld for taxes for three months ended March 31, 2026.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Unit Repurchase

2 unchanged sentences

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

During the nine months ended September 30, 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 nine months ended September 30, 2024.

As of September 30, 2025, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

During the three months ended March 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 three months ended March 31, 2026.

As of March 31, 2026, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Cash Distributions

2 unchanged sentences

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

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

Quarter Ended

Total Quarterly Distribution Per Limited Partner Unit

Total Cash Distribution (in thousands)

December 31, 2024

4 unchanged sentences

March 31, 2026 (1)

June 30, 2025 $ 1.115 $ 59,612

September 30, 2025 (1)

$ 1.120 $ 59,898

(1) On October 28, 2025, the board of directors of our general partner declared this quarterly cash distribution, payable on November 13, 2025, to unitholders of record on November 7, 2025.

The total cash distribution is estimated based on the number of common units outstanding as of September 30, 2025.

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 condensed consolidated statements of partners' equity (deficit).

(1) On April 23, 2026, the board of directors of our general partner declared this quarterly cash distribution, payable on May 11, 2026, to unitholders of record on May 4, 2026.

Total cash distribution is estimated based on the number of common units outstanding as of March 31, 2026.

Equity Method Investments

2 unchanged sentences

("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.

The Partnership owns a 50 % equity interests 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.

The Partnership owns a 50 % equity interest in Wink to Webster Holdings, LLC ("W2W Holdings").

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

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.

4 unchanged sentences

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

As of September 30, 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.

As of March 31, 2026, 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 three months ended March 31, 2026 and 2025.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

As of September 30, 2025 As of December 31, 2024

Red River $ 132,483 $ 136,455

W2W Holdings 102,834 86,117

CP LLC 57,324 59,252

As of March 31, 2026

As of December 31, 2025

Andeavor Logistics

11 unchanged sentences

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

We define segment EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our accompanying condensed consolidated statements of income and comprehensive income.

We define segment EBITDA as net income before net interest expense, income taxes, 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.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Three Months Ended September 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Total

Net revenues:

Affiliate (1)

$ 51,165 $ 56,816 $ 23,035 $ — $ 131,016

Third party 81,044 47,925 1,292 — 130,261

Total revenue 132,209 104,741 24,327 — 261,277

Cost of materials and other 31,394 85,378 12,924 — 129,696

Operating expenses 30,891 2,341 5,200 — 38,432

Income from equity method investments — — — ( 21,878 ) ( 21,878 )

Other segment items (2)

373 2,819 ( 47 ) — 3,145

Segment EBITDA 69,551 14,203 6,250 21,878 111,882

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other 9,904

Depreciation and amortization 34,799

Interest income ( 26,716 )

Interest expense 47,991

Income tax expense 344

Net income $ 45,560

Three Months Ended September 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Total

Net revenues:

Affiliate (1)

$ 39,910 $ 51,682 $ 23,307 $ — $ 114,899

Third party 41,617 55,256 2,298 — 99,171

Total revenue 81,527 106,938 25,605 — 214,070

Cost of materials and other 20,061 83,834 13,588 — 117,483

Operating expenses 18,371 3,438 4,731 — 26,540

Income from equity method investments — — — ( 15,602 ) ( 15,602 )

Other segment items (2)

715 ( 579 ) ( 240 ) — ( 104 )

Segment EBITDA 42,380 20,245 7,526 15,602 85,753

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other 16,572

Depreciation and amortization 21,204

Amortization of marketing contract intangible 601

Interest income ( 23,470 )

Interest expense 37,022

Income tax expense 150

Net income $ 33,674

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Nine Months Ended September 30, 2025

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Total

The following table summarizes segment operating results, as measured by segment EBITDA, for the periods presented:

Three Months Ended March 31, 2026

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Net revenues:

Affiliate (1)

$ 128,830 $ 173,891 $ 68,699 $ — $ 371,420

Third party 239,749 142,164 4,224 — 386,137

Total revenue

1 unchanged sentence

Operating expenses

Income from equity method investments — — — ( 42,564 ) ( 42,564 )

Proportional EBITDA from equity method investments

Other segment items (1)

( 3,332 ) 2,838 36 — ( 458 )

Segment EBITDA

1 unchanged sentence

Corporate expenses and other

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

Depreciation and amortization

2 unchanged sentences

Income tax expense

Net income $ 129,168

Nine Months Ended September 30, 2024

Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Total

Three Months Ended March 31, 2025

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Net revenues:

Affiliate (1)

$ 143,992 $ 175,463 $ 91,897 $ — $ 411,352

Third party 126,061 186,345 7,015 — 319,421

Total revenue

1 unchanged sentence

Operating expenses

Income from equity method investments — — — ( 31,974 ) ( 31,974 )

Proportional EBITDA from equity method investments

Other segment items (1)

22 ( 4,094 ) 270 — ( 3,802 )

Segment EBITDA

1 unchanged sentence

Corporate expenses and other

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

Depreciation and amortization

Amortization of marketing contract intangible 4,206

Interest income

1 unchanged sentence

Income tax expense

Net income $ 107,380

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible of $ 0.6 million and $ 4.2 million for the three and nine months ended September 30, 2024.

There was no amortization recorded during the three and nine months ended September 30, 2025, related to this intangible, as the associated agreement was terminated on August 5, 2024.

(1) 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 three and nine months ended September 30, 2024.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Three Months Ended September 30, 2025

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

Depreciation and amortization $ 31,801 $ 811 $ 1,411 $ — $ 776 $ 34,799

Capital spending (1)

$ 47,594 $ 647 $ 1,389 $ — $ — $ 49,630

Three Months Ended September 30, 2024

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

Depreciation and amortization $ 16,424 $ 2,796 $ 1,218 $ — $ 766 $ 21,204

Amortization of marketing contract intangible $ — $ 601 $ — $ — $ — $ 601

Capital spending (1)

$ 62,086 $ 1,202 $ 1,910 $ — $ — $ 65,198

Nine Months Ended September 30, 2025

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

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

Three Months Ended March 31, 2026

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Corporate and Other

Depreciation and amortization

Interest income

Capital spending (1)

$ 236,123 $ 802 $ 3,837 $ — $ — $ 240,762

Nine Months Ended September 30, 2024

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

Three Months Ended March 31, 2025

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Corporate and Other

Depreciation and amortization

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

Interest income

Capital spending (1)

$ 84,160 $ 1,223 $ 5,167 $ — $ — $ 90,550

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

2 unchanged sentences

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 condensed 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 condensed consolidated statements of income and comprehensive income.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Environmental, Health and Safety

9 unchanged sentences

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

In March 2026, we entered into an arrangement with a third party to construct, own, and subsequently lease to us certain sour gas gathering equipment near our Libby gas processing plant.

The construction is expected to be completed in the second quarter of 2026, at which time we have committed to enter into a finance lease for the equipment.

During construction, we are not deemed to control the assets and are not obligated to fund construction costs;

therefore, we have not recognized the assets or related obligations on our balance sheet as of March 31, 2026.

The total estimated project cost is approximately $ 60.0 million.

Upon lease commencement, we will recognize a right-of-use asset and lease liability in accordance with ASC 842, Leases ("ASC 842").

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

6 unchanged sentences

Lease income included in the accompanying condensed consolidated statements of income and comprehensive income were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

7 unchanged sentences

Distribution Declaration

On October 28, 2025, our general partner's board of directors declared a quarterly cash distribution of 1.120 per unit, payable on November 13, 2025, to unitholders of record on November 7, 2025.

On April 23, 2026, our general partner's board of directors declared a quarterly cash distribution of $ 1.130 per unit, payable on May 11, 2026, to unitholders of record on May 4, 2026.

Asset Purchase Agreements with Delek Holdings

On April 1, 2026, the Partnership completed the Tyler Tank Sale pursuant to the terms of the Intercompany Agreements as further described in Note 3.

At closing, Delek Holdings returned 359,372 Partnership common units to us, representing the full consideration of $ 19.0 million.

As a result of this transaction, Delek Holdings’ ownership interest in the Partnership was further diluted, decreasing to 63.0 %.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements