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and any of its subsidiaries, other than the Partnership and its subsidiaries and its general partner.
−Removed: On January 2, 2025, we acquired 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC ("Gravity") from Gravity Water Holdings LLC related to water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”).
−Removed: See Note 2 to our condensed consolidated financial statements in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.
The Partnership announces material information to the public about the Partnership, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Partnership's website (www.deleklogistics.com), the investor relations section of the website (www.deleklogistics.com/overview), the news section of its website (www.deleklogistics.com/news-releases), and/or social media, including its X (formerly known as Twitter) account (@DelekLogistics).
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• the wholesale marketing margins we are able to obtain and the number of barrels of product we are able to purchase and sell in our West Texas wholesale business;
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations
• the shift from hydrocarbon energy sources to alternative energy sources;
• the suspension, reduction or termination of Delek Holdings' or its assignees' or third-party's obligations under our commercial agreements including the duration, fees or terms thereof;
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations
• the ability to attract and retain key personnel;
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• disruptions due to acts of God, natural disasters, casualty losses, severe weather patterns, such as freezing conditions, cyber or other attacks on our electronic systems, and other matters beyond our control which might cause damage to our pipelines, terminal facilities and other assets and could impact our operating results through increased costs and/or loss of revenue;
−Removed: • changes in the price of RINs could affect our results of operations;
+Added: • changes in the price of renewable identification numbers (" RINs") could affect our results of operations;
• future decisions by OPEC+ regarding production and pricing and disputes between OPEC+ regarding such;
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We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
−Removed: In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them.
−Removed: In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends.
−Removed: We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
All forward-looking statements included in this report are based on information available to us on the date of this report.
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The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region.
−Removed: 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 refineries in Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").
+Added: 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 the Tyler Refinery, El Dorado Refinery and Big Spring Refinery.
Business and Economic Environment Overview
−Removed: During the nine months ended September 30, 2025, we made significant strides in our commitment to being a full-suite crude, gas and water midstream services provider in the Permian Basin, in addition to diversifying our customer base to include more third-party customers.
−Removed: On May 1, 2025, we entered into a series of agreements with Delek Holdings which, among other things, allowed us to assume all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with our existing Midland Gathering System.
−Removed: In January 2025, the Partnership closed the Gravity Acquisition which includes integrated full-cycle water systems in the Midland Basin, in addition to water gathering, and transportation assets in the Bakken, and along with our H2O Midstream Acquisition, provides a strong opportunity for integrated crude and water services to its customers.
−Removed: These transactions significantly enhance our competitive position in the Midland basin and serve to further our economic separation from our sponsor and contribute to an increase in third party revenue.
−Removed: As producers continue to ramp up production within the Permian Basin, the Partnership is well positioned to continue to add value through our gathering and processing services as we have expanded our dedicated crude acreage in our Midland Gathering system.
−Removed: Additionally, in the Delaware Basin, we are expanding our natural gas processing capabilities by constructing a new natural gas processing plant and adding AGI and sour gas processing capabilities.
−Removed: Currently, the gas plant is in its initial phase of operation, and we foresee it increasing throughput through the end of 2025.
−Removed: In June 2025, we successfully completed a debt issuance raising $700 million, enhancing our liquidity to over $1.0 billion.
+Added: During the three months ended March 31, 2026, we continued to focus on our commitment to being a full-suite crude, gas and water midstream services provider in the Permian Basin, in addition to diversifying our customer base to include more third-party customers.
+Added: Our strategic acquisitions over the past few years served to significantly enhance our competitive position in the Midland Basin and further our economic separation from our sponsor and contribute to an increase in third party revenue.
+Added: The Partnership is well positioned to continue to add value through our gathering and processing services.
+Added: In the Midland Basin, combined crude and water offering is appealing for our customers and brings additional growth opportunities to our system.
+Added: Additionally, in the Delaware Basin, the Partnership expects continued cash flow growth in 2026 driven by the ramp up at the Libby gas processing plant and the ongoing completion of the sour gas gathering and acid gas injection ("AGI") capabilities.
Our disciplined approach to cost control, coupled with a focus on margin enhancements, supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities.
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Our positioning allows our customers the ability to control quality and adds optionality to place barrels in a variety of markets.
−Removed: As a result of these efforts, the Partnership saw a $21.8 million increase in net income during the nine months ended September 30, 2025, as compared to the prior year period.
+Added: The Partnership saw a $6.7 million decrease in net income during the three months ended March 31, 2026, as compared to the prior year period, primarily due to increase in depreciation associated with additional assets from our gas plant expansion and increase in interest expense associated with our debt issuance in the second quarter of 2025.
Our EBITDA increased $2.7 million in 2026 as compared to 2025.
−Removed: These increases are primarily attributable to earnings achieved by our H2O and Gravity acquisitions, partially offset by a decrease due to change in classification of certain of our commercial agreements with Delek, which meet the criteria to be classified as sales-type leases.
−Removed: As such, certain throughput and storage fees that were previously recorded as revenue are now recorded as interest income under sales-type lease accounting.
−Removed: Our gathering and processing segment saw a $46.6 million increase in segment EBITDA, largely due to the H2O Midstream and Gravity acquisitions.
−Removed: Our wholesale marketing and terminalling segment saw a $29.3 million decrease in segment EBITDA largely due to aforementioned sales-type lease accounting.
−Removed: Our storage and transportation segment saw a $24.7 million decrease in segment EBITDA, also attributable to sales-type lease accounting.
−Removed: Segment EBITDA for our investments in pipeline joint ventures increased by $10.6 million with the acquisition of the investment in Wink to Webster Holdings, LLC (the "W2W Investment") from Delek Holdings.
+Added: Our gathering and processing segment saw a $2.7 million increase in segment EBITDA, largely due to increased crude activity in our Delaware Gathering operations.
+Added: Our wholesale marketing and terminalling segment saw a decrease in segment EBITDA of $3.5 million primarily due to the termination of a marketing agreement with Delek Holdings, under which we marketed 100% of the refined products output of the Tyler Refinery (the "East Texas Marketing Agreement").
+Added: Our storage and transportation segment saw increase in segment EBITDA of $1.3 million primarily driven by lower transportation costs associated with trucking activity.
+Added: Segment EBITDA for our investments in pipeline joint ventures increased by $1.5 million largely due to our investment in Wink to Webster Holdings, LLC ("W2W").
See the “Results of Operations” section below for further discussion.
−Removed: The near-term economic outlook still has some uncertainty with the introduction of widespread tariffs by the U.S., geopolitical instability and commodity market volatility.
−Removed: The uncertainty surrounding trade negotiations and the potential for further expansion of tariffs have contributed to increased market and commodity volatility and potential economic downturns.
−Removed: That said, we are well positioned to manage through an economic downturn because of built-in recessionary protections which include minimum volume commitments on throughput and dedicated acreage agreements.
−Removed: Additionally, the Partnership has embraced opportunities to enhance our environmental stewardship.
−Removed: It is expected that renewables, other than hydrocarbons, will continue to grow as a percentage of total energy consumption;
−Removed: however, a material reduction in the reliance on oil and gas for energy consumption is unlikely in the near term.
−Removed: Therefore, we expect that liquid transportation fuels will continue to be in high demand, and we expect to continue to leverage the strength of our cash flows and balance sheet in order to continue maximizing unitholder returns and the long-term prospects for return on investment.
+Added: The near-term economic outlook remains uncertain due to the introduction of widespread tariffs by the U.S., ongoing geopolitical instability—including escalating conflict involving Iran—and heightened commodity market volatility.
+Added: Uncertainty surrounding trade negotiations, the potential for further expansion of tariffs, and geopolitical developments have contributed to increased market and commodity price volatility, heightened supply disruption risk, and broader macroeconomic uncertainty, which could negatively affect global economic conditions.
+Added: Despite these challenges, we are well positioned to manage through an economic downturn because of built-in recessionary protections within our business, including fee‑based arrangements supported by minimum volume commitments on throughput and dedicated acreage agreements.
+Added: Changes in crude oil prices resulting from geopolitical events may indirectly influence upstream production activity and refinery utilization in our core operating areas, which could have a favorable impact on volumes over time.
+Added: In addition, periods of increased market volatility may modestly increase demand for logistics, transportation, and storage services.
+Added: The Partnership continues to pursue opportunities to enhance environmental stewardship consistent with applicable regulatory requirements and market conditions.
+Added: While renewable energy sources are expected to continue growing as a percentage of total energy consumption, oil and gas are expected to remain an important component of the global energy mix in the near to medium term.
+Added: As a result, liquid transportation fuels are expected to remain in demand, supporting throughput volumes and utilization of our assets.
+Added: We believe our asset base and contractual protections position us to continue operating effectively amid evolving market and economic conditions.
See further discussion below in 'Other Developments' detailing the strategic initiatives the Partnership has implemented in order to position ourselves as a premier, full-service midstream provider in the Permian Basin.
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Other Developments
−Removed: Contractual Rate Adjustments to Keep Pace with Inflation
−Removed: On July 1, 2025, the tariffs on certain of our FERC regulated pipelines and the throughput fees and storage fees under certain of our agreements with Delek Holdings and third parties that are subject to adjustments using FERC indexing increased 2.0%.
−Removed: Under certain of our agreements with Delek Holdings and third parties, the fees that are subject to adjustments using the consumer price index increased 2.6% and the fees that are subject to adjustments using the producer price index increased approximately 1.4%.
−Removed: These adjustments allow us to maintain compliance with FERC regulations as well as to ensure that our results are reflective of current market conditions.
−Removed: On June 30, 2025, the Partnership sold $700.0 million in aggregate principal amount of 7.375% senior notes due 2033 (the "2033 Notes") at par.
−Removed: Net proceeds were used to repay a portion of the outstanding borrowing under the DKL Revolving Facility.
−Removed: Delek Permian Gathering Dropdown
−Removed: On May 1, 2025, Delek Holdings transferred the Delek Permian Gathering purchasing and blending activities to the Partnership (the "DPG Dropdown”).
−Removed: In connection with the DPG Dropdown, the Partnership will assume all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with the Partnership’s existing Midland Gathering System.
−Removed: Total consideration included the cancellation of $58.8 million in existing receivables owed by Delek Holdings.
−Removed: Commercial Agreements
−Removed: 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.
−Removed: 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).
−Removed: 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”).
−Removed: 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.
−Removed: Omnibus Agreement
−Removed: On May 1, 2025, we entered into an amended and restated Omnibus Agreement with Delek Holdings that provides for an increase in the Administrative Fee (as defined therein), which will be phased in over the two years beginning July 1 2025 and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.
−Removed: Unit Repurchase
−Removed: 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”).
−Removed: 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.
−Removed: No common units were repurchased for the nine months ended September 30, 2024.
−Removed: As of September 30, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
−Removed: Gravity Acquisition
−Removed: On January 2, 2025, we acquired Gravity and related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million.
−Removed: The purchase price was comprised of $209.3 million in cash and 2,175,209 of common units.
−Removed: This transaction further enhances our position as full service (crude, natural gas and water) provider in the Permian basin.
−Removed: The acquisition is synergistic to our recent acquisition of H2O Midstream and supplements our integrated crude and produced water gathering and disposal offering in the Midland Basin.
+Added: DKL Credit Facility
+Added: 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”).
+Added: 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.
+Added: 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.
+Added: Libby Plant Equipment Construction and Lease Arrangement
+Added: 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 at our Libby gas processing plant.
+Added: 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.
+Added: During construction, we are not deemed to control the assets and are not obligated to fund construction costs;
+Added: therefore, we have not recognized the assets or related obligations on our balance sheet as of March 31, 2026.
+Added: The total estimated project cost is approximately $60.0 million.
+Added: Asset Purchase Agreements with Delek Holdings
+Added: On January 30, 2026, the Partnership entered into asset purchase agreements with Delek Holdings (collectively, the “Intercompany Agreements”).
+Added: 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”).
+Added: 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.
+Added: 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.
+Added: The Tyler Tank Sale closed on April 1, 2026.
+Added: At closing, Delek Holdings returned 359,372 Partnership common units to us, representing the full consideration of $19.0 million.
+Added: As a result of this transaction, Delek Holdings’ ownership interest in the Partnership was further diluted, decreasing to 63.0%.
+Added: The El Dorado Terminal Sale is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
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Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation.
−Removed: Management measures the operating performance of each reportable segment based on the segment EBITDA, except for the investments in pipeline joint ventures segment, which is measured based on net income.
+Added: Management measures the operating performance of each reportable segment based on the segment EBITDA.
Segment reporting is discussed in more detail in Note 9 to our condensed consolidated financial statements in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.
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The Midland Water Gathering Assets support our water disposal and recycling operations primarily in the Midland Basin in Texas.
−Removed: The Delaware Gathering Assets support our crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico.
+Added: The Delaware Gathering Assets support our crude oil and natural gas gathering, treatment, acid gas injection, processing and transportation businesses, including the operations at Libby 1 and Libby 2 gas processing plants, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico.
While we do not take ownership of gas that is gathered, we sell the processed gas at a market price which we remit to the producer, net of our fees.
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2026 Strategic Focus Areas
−Removed: In service to these overarching Long-Term Strategic Objectives, as we begin 2025, we focus on the following Strategic Focus Areas :
−Removed: Achieve Strong Cash Flow Growth
−Removed: Pursue Attractive Expansion Opportunities
−Removed: Engage in Mutually Beneficial Transactions with Delek Holdings
−Removed: Optimize Our Existing Assets and Expand Our Customer Base
−Removed: Expand our ESG Consciousness and Lower our Carbon Footprint
+Added: In service to these overarching Long-Term Strategic Objectives, as we began 2026, we prioritized the following Strategic Focus Areas :
Achieve Strong Cash Flow Growth
−Removed: 2025 is likely to be a transformational year for Delek Logistics as it completes the expansion of the Libby gas processing plant and integrates two free cash flow accretive acquisitions in H2O Midstream and Gravity.
−Removed: The plant expansion and combined crude and water offerings in the Midland Basin are going to increase the Partnership's overall cash flow and improve our distribution coverage ratio.
Pursue Attractive Expansion Opportunities
−Removed: Continue to evaluate and pursue opportunities to grow our business through several organic growth opportunities and bolt-on acquisitions
−Removed: ◦ Organic growth opportunities.
−Removed: The partnership is in the middle of pursuing several attractive organic growth opportunities enabled by its advantageous position in the prolific Permian Basin.
−Removed: The gas plant expansion and addition of AGI and sour gas processing capabilities are enabling several additional growth options for the Partnership in the Delaware Basin.
−Removed: In the Midland Basin combined crude and water offering is appealing for our customers and bringing additional growth opportunities to our system.
−Removed: ◦ Pursue Acquisitions.
−Removed: Delek logistics will also continue to look for attractive bolt-on acquisitions which are accretive to its free cash flow, EBITDA and leverage profiles.
Engage in Mutually Beneficial Transactions with Delek Holdings
−Removed: A key tenet of the Partnership's strategy is to continue to increase its economic separation from Delek Holdings and increase the contribution of third-party cash flows in its overall profile.
−Removed: We will continue to evaluate our commercial agreements with Delek Holdings to engage in mutually beneficial negotiations to create incremental value for both ourselves and our sponsor.
Optimize Our Existing Assets and Expand Our Customer Base
−Removed: We will continue to enhance the profitability of our existing assets by adding incremental throughput volumes, improving operating efficiencies and increasing system-wide utilization.
−Removed: Additionally, we are seeking opportunities to further diversify our customer base by increasing third-party throughput volumes utilizing certain of our existing systems and expanding our existing asset portfolio to service more third-party customers.
−Removed: • Expand our ESG Consciousness and Lower Our Carbon Footprint.
−Removed: Continue to look for ways to grow our business whilst staying conscious of and minimizing the negative environmental impact, while also seeking opportunities to invest in innovative technologies that will reduce our carbon emissions as we achieve our growth objectives and sustainably improve unitholder returns.
−Removed: We expect to achieve this objective through ESG-Conscious Investments with Clear Value Propositions and Sustainable Returns.
−Removed: We continue to be focused on growth opportunities in the Permian Basin given our advantageous location in the Midland and the Delaware Basins.
+Added: Enhance our Commitment to Sustainability and Minimize our Carbon Emissions
+Added: We are a full-suite provider offering integrated crude, gas and water services to the Partnership's customers in the Permian Basin.
+Added: We operate in the most prolific part of the Permian Basin and we continue to be focused on growth opportunities given our advantageous location in the Midland and the Delaware Basins.
We believe that opportunities exist in crude, natural gas and water which will continue to enhance our gathering and processing segment.
+Added: We continue to focus on expanding our natural gas processing capabilities, adding AGI and sour gas processing capabilities at our Libby complex, positioning us to be one of the few midstream companies to have a comprehensive sour gas solution to enable incremental crude and natural gas production in Delaware Basin.
The Partnership prioritizes safe and reliable operation of its assets to maintain financial stability and growth.
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This financial stability also allows us to seize emerging opportunities that align with our strategic goals, ensuring that we can continue to deliver value to our unitholders.
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations
2026 Strategic Scorecard
−Removed: Description of Strategic Success Achieve Strong Cash Flow Growth Pursue Attractive Expansion Opportunities Engage in Mutually Beneficial Transactions with Delek Holdings Optimize Our Existing Assets and Expand Our Customer Base Expand our ESG Consciousness and Lower our Carbon Footprint
−Removed: Completion of debt offering, increasing our liquidity to over $1.0 billion ü ü ü
−Removed: DPG Dropdown ü ü ü ü
−Removed: Acquisition of Gravity ü ü ü
−Removed: Repurchase of common units from Delek Holdings ü ü
−Removed: Began initial phase of operations of the natural gas processing plant expansion
+Added: Description of Strategic Success
+Added: Achieve Strong Cash Flow Growth
+Added: Pursue Attractive Expansion Opportunities
+Added: Engage in Mutually Beneficial Transactions with Delek Holdings
+Added: Optimize Our Existing Assets and Expand Our Customer Base
Executed agreements with Delek Holdings to further our economic separation and increase third-party revenue
+Added: Completion of revolver refinancing, further increasing our liquidity to over $1.1 billion
+Added: Expansion of our gas treating capabilities, adding AGI and sour gas processing capabilities at our Libby complex
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations
Market Trends
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However, sustained depressed demand/prices over the longer term could not only curb exploration and production expansion opportunities under our agreements, but it could also impact our customers' willingness or ability to renew commercial agreements or result in liquidity or credit constraints that could impact our longer-term relationship with them.
−Removed: That said, despite the recent crude price softness, we are seeing higher volumes in our crude gathering business.
−Removed: Also, our recent expansion of our gas processing capabilities has improved both our customer and geographic diversification, which lowers concentration risk in those areas, in addition to adding service offerings to our portfolio.
−Removed: Furthermore, our dedicated acreage agreements provide significant growth opportunities in strong economic conditions (e.g., high demand/high commodity prices) without incremental customer acquisition cost.
−Removed: Given all of these factors, we believe that we continue to be strategically positioned, even in tougher market conditions, to sustain positive operating results and cash flows and to continue developing profitable growth projects that are needed to support future distribution growth.
+Added: While significant uncertainties remain in 2026 regarding global crude oil and refined products markets—particularly due to the ongoing conflict in Iran, which may impact supply stability and pricing—we believe our company is well-positioned to navigate these challenges.
+Added: Our recent expansion of gas processing capabilities has not only broadened our service offerings but also enhanced both customer and geographic diversification, thereby reducing concentration risk.
+Added: Additionally, our dedicated acreage agreements offer substantial growth potential in favorable economic conditions, such as periods of high demand or elevated commodity prices, without incurring additional customer acquisition costs.
+Added: These strategic initiatives support our ability to sustain positive operating results and cash flows, even in volatile market environments, and enable us to pursue profitable growth projects that underpin future distribution growth.
The charts on the following page provide historical commodity pricing statistics for crude oil, refined product and natural gas.
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These financial and operational non-GAAP measures include:
−Removed: • EBITDA - calculated as net income before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our condensed consolidated statements of income and comprehensive income in Item 1.
−Removed: to this Quarterly Report on Form 10-Q.
+Added: • EBITDA - calculated as net income before net interest expense, income tax expense, depreciation, amortization and proportional interest, taxes, depreciation and amortization of equity method investments.
• Distributable cash flow - calculated as net cash flow from operating activities adjusted for changes in assets and liabilities, maintenance capital expenditures net of reimbursements, sales-type lease receipts, net of income recognized and other adjustments not expected to settle in cash.
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Reconciliation of net income to EBITDA (in thousands)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
−Removed: Net income $ 45,560 $ 33,674 $ 129,168 $ 107,380
+Added: Three Months Ended March 31,
Income tax expense
Depreciation and amortization
−Removed: Amortization of marketing contract intangible — 601 — 4,206
+Added: Proportional interest, taxes, depreciation and amortization from equity-method investments
Interest expense, net
−Removed: EBITDA $ 101,978 $ 69,181 $ 277,553 $ 273,074
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of net cash from operating activities to distributable cash flow (in thousands)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
Net cash provided by operating activities
Changes in assets and liabilities
−Removed: Distributions from equity method investments in investing activities 6,598 704 12,168 3,377
+Added: Net distributions from equity method investments in investing activities
Non-cash lease expense
Regulatory and sustaining capital expenditures not distributable (1)
−Removed: (5,600) (3,396) (10,843) (7,682)
Reimbursement from Delek Holdings for capital expenditures (2)
Sales-type lease receipts, net of income recognized
−Removed: Accretion (737) 446 (1,784) (564)
−Removed: Deferred income taxes (183) (247) (446) (451)
−Removed: Gain on disposal of assets 13 97 3,861 6,727
+Added: Other non-cash adjustments
Distributable cash flow
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Summary Statement of Operations Data (1)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
Net revenues:
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Storage and transportation
−Removed: Total 261,277 214,070 757,557 730,773
Cost of materials and other
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Income from equity method investments
−Removed: Other expense (income), net 67 34 26 (177)
+Added: Other income, net
Total non-operating expenses, net
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Income tax expense
−Removed: Net income $ 45,560 $ 33,674 129,168 107,380
Comprehensive income
−Removed: $ 101,978 $ 69,181 $ 277,553 $ 273,074
Net income per limited partner unit:
−Removed: Basic $ 0.85 $ 0.71 $ 2.41 $ 2.32
−Removed: Diluted $ 0.85 $ 0.71 $ 2.41 $ 2.32
Weighted average limited partner units outstanding:
−Removed: Basic 53,467,306 47,109,008 53,505,419 46,248,003
−Removed: Diluted 53,519,572 47,135,101 53,540,795 46,269,423
(1) This information is presented at a summary level for your reference.
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Results of Operations
−Removed: Consolidated Results of Operations — Comparison of the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024
−Removed: Net revenues increased by $47.2 million, or 22.1%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the following:
−Removed: • increase in incremental revenue associated with the Gravity acquisition of $20.7 million and an increase in revenue associated with the H2O Midstream acquisition of $11.0 million.
−Removed: • increased revenue of $15.5 million related to the DPG dropdown agreement that went into effect in the second quarter of 2025
−Removed: • increased revenue of $2.4 million in our West Texas marketing operations primarily driven by increase in volumes sold, increase in average sales prices of diesel per gallon, and an increase in RINs revenue, partially offset by decrease in average prices of gasoline per gallon:
−Removed: ◦ the average sales prices of gasoline sold decreased by $0.13 per gallon and the average prices of diesel sold increased by $0.04 per gallon;
−Removed: ◦ the average volumes of gasoline and diesel sold increased by 0.4 million and 1.2 million gallons, respectively;
−Removed: ◦ RINs revenue increased $1.0 million due to increased RINs prices.
−Removed: • partially offset by a decrease of $1.4 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024;
−Removed: • decrease in revenue related to the termination of the Centrifuge Slurry agreement in December 2024
−Removed: Net revenues increased by $26.8 million, or 3.7%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
+Added: Consolidated Results of Operations — Comparison of the three months ended March 31, 2026 compared to the three months ended March 31, 2025
+Added: Net revenues increased by $47.5 million, or 19.0%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
The increase was primarily driven by the following:
−Removed: • increase in incremental revenue associated with the Gravity acquisition of $67.5 million and an increase in revenue associated with the H2O Midstream acquisition of $42.8 million.
−Removed: • partially offset by decreased revenue of $18.7 million in our West Texas marketing operations primarily driven by decrease in average sales prices per gallon, partially offset by increase in volumes sold and an increase in RINs revenue:
−Removed: ◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.22 and $0.21 per gallon, respectively;
−Removed: ◦ the average volumes of diesel sold increased by 3.2 million and the average volumes of gasoline sold decreased by 1.2 million gallons;
+Added: • increased revenue of $18.7 million in our West Texas marketing operations primarily driven by increase in average sales prices per gallon, volumes sold and RINs revenue:
+Added: ◦ the average sales prices per gallon of gasoline and diesel sold increased by $0.09 and $0.35 per gallon, respectively;
+Added: ◦ the average volumes of gasoline sold increased by 4.7 million gallons, while the average volumes of diesel sold decreased by 0.8 million gallons;
◦ RINs revenue increased $2.4 million due to increased RINs prices.
−Removed: • decreased revenue of $40.0 million due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period;
−Removed: • decrease of $12.1 million due to the assignment of the Big Spring Refinery marketing agreement to Delek Holdings in the third quarter of 2024.
+Added: • increased revenue of $36.1 million in our gathering and processing segment primarily associated with the Delek Permian Gathering purchasing and blending activities which was transferred from Delek Holdings on May 1, 2025 (the "DPG Dropdown") and increased crude activity in our Delaware Gathering operations;
+Added: • partially offsetting these increases was a decrease of $6.7 million associated with the termination of the East Texas Marketing Agreement.
Cost of Materials and Other
−Removed: Cost of materials and other increased by $12.2 million, or 10.4%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the following:
−Removed: • increased costs of materials and other of $1.2 million in our West Texas marketing operations primarily driven by decreases in average cost per gallon of gasoline and diesel sold, partially offset by an increase in volumes sold:
−Removed: ◦ the average cost per gallon of gasoline and diesel sold decreased by $0.08 per gallon and $0.04 per gallon, respectively;
−Removed: ◦ the volumes of gasoline and diesel sold increased by 0.4 million and 1.2 million gallons, respectively.
−Removed: • incremental costs associated with the Gravity and H2O Midstream Acquisitions of $5.3 million and $1.2 million, respectively.
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: Cost of materials and other decreased by $1.1 million, or 0.3%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the following:
−Removed: • decreased costs of materials and other of $20.5 million in our West Texas marketing operations primarily driven by decrease in average cost per gallon, partially offset by net increase in volumes of diesel sold:
−Removed: ◦ the average cost per gallon of gasoline and diesel sold decreased by $0.19 per gallon and $0.24 per gallon, respectively;
−Removed: ◦ the average volumes of diesel sold increased by 3.2 million gallons, and the average volumes of gasoline sold decreased by 1.2 million.
−Removed: • partially offset by incremental costs associated with the Gravity and H2O Midstream Acquisitions of $10.1 million and $2.9 million, respectively.
+Added: Cost of materials and other increased by $39.6 million, or 30.7%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • an increase of $15.6 million in our West Texas marketing operations primarily driven by increase in average cost per gallon and volumes sold;
+Added: • an increase of $26.0 million in our gathering and processing segment primarily associated with increased crude oil activity in our Delaware Gathering operations and the DPG Dropdown.
Operating Expenses
−Removed: Operating expenses increased by $15.9 million, or 57.1%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the following:
−Removed: • incremental costs associated with the Gravity and H2O Midstream Acquisitions of $6.2 million and $1.9 million, respectively;
−Removed: • increase in natural gas and electrical costs;
−Removed: • increase in employee costs.
−Removed: Operating expenses increased by $33.4 million, or 37.4%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the following:
−Removed: • incremental costs associated with the Gravity and H2O Midstream Acquisitions of $24.0 million and $12.1 million, respectively;
−Removed: • partially offset by decreases in outside services.
+Added: Operating expenses increased by $6.1 million, or 14.8%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • an increase of $5.4 million in outside services and $2.1 million in variable expenses;
+Added: • partially offsetting these increases was a $2.2 million decrease in maintenance and repairs costs.
General and Administrative Expenses
−Removed: General and administrative expenses decreased by $11.2 million, or 71.3%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the following:
−Removed: • decreases in outside services.
−Removed: General and administrative expenses decreased by $4.3 million, or 16.1%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by following:
−Removed: • decreases in outside services.
−Removed: Depreciation and Amortization
−Removed: Depreciation and amortization increased by $13.6 million, or 64.1%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the additional fixed asset base from the Gravity and H2O Midstream Acquisitions.
−Removed: Depreciation and amortization increased by $17.7 million, or 24.6%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the additional fixed asset base from the Gravity and H2O Midstream Acquisitions.
+Added: General and administrative expenses decreased by $4.6 million, or 51.8%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by a decrease in insurance expense.
Management's Discussion and Analysis of Financial Condition and Results of Operations
+Added: Depreciation and Amortization
+Added: Depreciation and amortization increased by $8.8 million, or 31.7%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • additional assets associated with the gas plant expansion;
+Added: • additional equipment under finance leases.
Other operating expense (income), net
−Removed: Other operating expense, net increased by $3.1 million in the third quarter of 2025 compared to the third quarter of 2024.
−Removed: Other operating income, net decreased by $0.5 million in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
+Added: Other operating income, net decreased by $5.3 million, or 123.9%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by $4.3 million in condemnation proceeds received in the first quarter of 2025.
Interest Income
−Removed: Interest income increased by $3.2 million in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by income from certain of our commercial agreements with Delek Holdings that met the criteria to be accounted for as sales-type leases during the third quarter of 2024.
−Removed: Interest income increased by $49.3 million in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by income from certain of our commercial agreements with Delek Holdings that met the criteria to be accounted for as sales-type leases during the third quarter of 2024.
+Added: Interest income increased by $9.7 million, or 43.2%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • the modification of certain sales type leases associated with the Tyler refinery tank and El Dorado tank and terminal assets being sold to Delek Holdings under the Intercompany Agreements;
+Added: • partially offset by the termination of income from sales type lease associated the El Dorado rail facility assets sold to Delek Holdings on January 2, 2026.
Interest Expense
−Removed: Interest expense increased by $11.0 million, or 29.6%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by
−Removed: • increased interest due to the issuance of the $700 million senior note during the second quarter 2025;
−Removed: • partially offset by a decrease in interest on our outstanding revolver due to a decreased average balance.
−Removed: Interest expense increased by $18.3 million, or 16.2%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by
−Removed: • increased interest due to the issuance of the $700 million senior note during the second quarter 2025;
−Removed: • partially offset by a decrease in interest on our outstanding revolver due to a decreased average balance;
−Removed: • decreased interest due to the pay off of a term loan during 2024.
+Added: Interest expense increased by $10.5 million, or 25.5%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • increase of $12.9 million due to the issuance of the $700 million senior note during the second quarter 2025;
+Added: • partially offsetting this increase was a decrease associated with our revolver primarily due to decreased average balance.
Results from Equity Method Investments
−Removed: Income from equity method investments increased by $6.3 million, or 40.2%, in the third quarter of 2025 compared to the third quarter of 2024, primarily due to the following:
−Removed: • the acquisition of the W2W Investment on August 5, 2024, which contributed incremental income of $10.4 million during the period;
−Removed: • partially offset by a $4.1 million decrease in income from our investments in our other joint ventures.
−Removed: Income from equity method investments increased by $10.6 million, or 33.1%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the following:
−Removed: • the acquisition of the W2W Investment on August 5, 2024, which contributed incremental income of $22.0 million during the period;
−Removed: • partially offset by a $11.4 million decrease in income from our investments in our other joint ventures.
+Added: Income from equity method investments increased by $1.5 million, or 14.5%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to the following:
+Added: • increase of $3.8 million from our investment in W2W;
+Added: • partially offsetting this increase was a $2.3 million decrease in income from our investments in other joint ventures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
1 unchanged sentence
Gathering and Processing Segment
−Removed: The following tables and discussion present the results of operations and certain operating statistics of the gathering and processing segment for the three and nine months ended September 30, 2025, and 2024:
+Added: The following tables and discussion present the results of operations and certain operating statistics of the gathering and processing segment for the three months ended March 31, 2026 and 2025:
Gathering and Processing
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
−Removed: Net revenues $ 132,209 $ 81,527 $ 368,579 $ 270,053
+Added: Three Months Ended March 31,
Cost of materials and other
2 unchanged sentences
Throughputs (bpd (1) )
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
El Dorado Assets:
6 unchanged sentences
Delaware Gathering Assets Volumes
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
Natural Gas Gathering and Processing (Mcfd (2) )
−Removed: 62,692 75,719 61,157 76,092
Crude Oil Gathering (bpd (1) )
−Removed: 153,745 125,123 137,828 124,190
Water Disposal and Recycling (bpd (1) )
−Removed: 87,176 123,856 110,575 123,360
Midland Water Gathering System Volumes (3)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
Water Disposal and Recycling (bpd (1) )
−Removed: 616,484 311,290 674,532 311,290
(1) bpd - average barrels per day.
1 unchanged sentence
(3) Consists of volumes of H2O Midstream and Gravity.
−Removed: Gravity volumes are from January 2, 2025, to September 30, 2025.
−Removed: Operational comparison of the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024
−Removed: Net revenues for the gathering and processing segment increased by $50.7 million, or 62.2%, in the third quarter of 2025 compared to the third quarter of 2024, primarily due to the following:
−Removed: • an increase in revenue associated with the Gravity operations of $20.7 million which began on January 2, 2025;
−Removed: • an increase in revenue associated with the H2O Midstream operations of $11.0 million which began in September 2024.
−Removed: Net revenues for the gathering and processing segment increased by $98.5 million, or 36.5%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the following:
−Removed: • an increase in revenue associated with the Gravity operations of $67.5 million which began on January 2, 2025;
+Added: 2025 Gravity volumes are from January 2, 2025, to March 31, 2025.
+Added: Comparison of the three months ended March 31, 2026 compared to the three months ended March 31, 2025
+Added: Net revenues for the gathering and processing segment increased by $36.1 million, or 30.4%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the DPG Dropdown and increased crude activity in our Delaware Gathering operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: • an increase in revenue associated with the H2O Midstream operations of $42.8 million which began in September 2024;
−Removed: • partially offset by a decrease due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period.
Cost of Materials and Other
−Removed: Cost of materials and other for the gathering and processing segment increased by $11.3 million, or 56.5%, in the third quarter of 2025 compared to the third quarter of 2024, driven primarily by the following:
−Removed: • incremental costs associated with the Gravity and H2O Midstream Acquisitions of $5.3 million and $1.2 million, respectively.
−Removed: Cost of materials and other for the gathering and processing segment increased by $19.9 million, or 34.5%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, driven primarily by the following:
−Removed: • incremental costs associated with the Gravity and H2O Midstream Acquisitions of $10.1 million and $2.9 million, respectively.
+Added: Cost of materials and other for the gathering and processing segment increased by $26.0 million, or 106.6%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven primarily by increased crude oil activity in our Delaware Gathering operations and the DPG Dropdown.
Operating Expenses
−Removed: Operating expenses for the gathering and processing segment increased by $12.5 million, or 68.2%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the following:
−Removed: • incremental costs associated with the Gravity and H2O Midstream Acquisitions of $6.2 million and $1.9 million, respectively;
−Removed: • increases in employee costs.
−Removed: Operating expenses for the gathering and processing segment increased by $35.4 million, or 61.4%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the following:
−Removed: • incremental costs associated with the Gravity and H2O Midstream Acquisitions of $24.0 million and $12.1 million, respectively.
−Removed: EBITDA increased by $27.2 million, or 64.1%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the following:
−Removed: • incremental EBITDA of $9.1 million and $7.6 million associated with the Gravity and H2O Midstream Acquisitions, respectively.
−Removed: EBITDA increased by $46.6 million, or 30.1%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the following:
−Removed: • incremental EBITDA of $33.3 million and $27.2 million associated with the Gravity and H2O Midstream Acquisitions, respectively.
+Added: Operating expenses for the gathering and processing segment increased by $1.9 million, or 6.1%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • an increase in outside services costs and variable expenses;
+Added: • partially offset by decreased maintenance and repairs costs and lease expense.
+Added: EBITDA increased by $2.7 million, or 3.9%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the DPG Dropdown and increased crude activity in our Delaware Gathering operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Wholesale Marketing and Terminalling Segment
−Removed: The following tables and discussion present the results of operations and certain operating statistics of the wholesale marketing and terminalling segment for the three and nine months ended September 30, 2025, and 2024:
+Added: The following tables and discussion present the results of operations and certain operating statistics of the wholesale marketing and terminalling segment for the three months ended March 31, 2026 and 2025:
Wholesale Marketing and Terminalling
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
−Removed: Net revenues $ 104,741 $ 106,938 $ 316,055 $ 361,808
+Added: Three Months Ended March 31,
Cost of materials and other
2 unchanged sentences
Operating Information
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
East Texas - Tyler Refinery sales volumes (average bpd) (1)
−Removed: 67,439 70,172 67,609 69,246
−Removed: Big Spring marketing throughputs (average bpd) (2)
−Removed: — 22,700 — 60,109
West Texas marketing throughputs (average bpd)
1 unchanged sentence
Terminalling throughputs (average bpd) (2)
−Removed: 145,808 160,849 144,629 152,272
−Removed: (1) Excludes jet fuel and petroleum coke.
−Removed: (2) Marketing agreement terminated on August 5, 2024, upon assignment to Delek Holdings.
+Added: (1) East Texas Marketing agreement was terminated on January 1, 2026.
(2) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, our El Dorado and North Little Rock, Arkansas terminals and our Memphis and Nashville, Tennessee terminals.
−Removed: Operational comparison of the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024
−Removed: Net revenues for the wholesale marketing and terminalling segment decreased by $2.2 million, or 2.1%, in the third quarter of 2025 compared to the third quarter of 2024, driven primarily by the following:
−Removed: • decrease due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period;
−Removed: • decrease of $1.4 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024;
−Removed: • partially offset by increased revenue of $2.4 million in our West Texas marketing operations primarily driven by a net increase in volumes sold, an increase in average sales prices of diesel per gallon, and an increase in RINs revenue, partially offset by a decrease in average prices of gasoline per gallon:
−Removed: ◦ the average sales prices of gasoline sold decreased by $0.13 per gallon and the average prices of diesel sold increased by $0.04 per gallon;
−Removed: ◦ the average volumes of gasoline and diesel sold increased by 0.4 million and 1.2 million gallons, respectively;
+Added: Operational comparison of the three months ended March 31, 2026 compared to the three months ended March 31, 2025
+Added: Net revenues for the wholesale marketing and terminalling segment increased by $11.1 million, or 10.4%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • increased revenue of $18.7 million in our West Texas marketing operations primarily driven by increase in average sales prices per gallon, volumes sold and RINs revenue:
+Added: ◦ the average sales prices per gallon of gasoline and diesel sold increased by $0.09 and $0.35 per gallon, respectively;
+Added: ◦ the average volumes of gasoline sold increased by 4.7 million gallons, while the average volumes of diesel sold decreased by 0.8 million gallons;
◦ RINs revenue increased $2.4 million due to increased RINs prices.
−Removed: Net revenues for the wholesale marketing and terminalling segment decreased by $45.8 million, or 12.6%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the following:
−Removed: • decreased revenue of $18.7 million in our West Texas marketing operations primarily driven by decrease in average sales prices per gallon, partially offset by increase in volumes sold and an increase in RINs revenue:
−Removed: ◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.22 and $0.21 per gallon, respectively;
−Removed: ◦ the average volumes of diesel sold increased by 3.2 million and the average volumes of gasoline sold decreased by 1.2 million gallons;
+Added: • Partially offsetting this increase was a decrease of $6.7 million associated with the termination of the East Texas Marketing Agreement.
Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: ◦ RINs revenue increased $2.4 million due to increased RINs prices.
−Removed: • decrease due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period;
−Removed: • decrease of $12.1 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024.
−Removed: The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations for the three and nine months ended September 30, 2025, and 2024.
+Added: The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations for the three months ended March 31, 2026 and 2025.
Cost of Materials and Other
−Removed: Cost of materials and other for the wholesale marketing and terminalling segment increased by $1.5 million, or 1.8%, in the third quarter of 2025 compared to the third quarter of 2024, driven primarily by the following:
−Removed: • increased costs of materials and other of $1.2 million in our West Texas marketing operations primarily driven by decreases in average cost per gallon of gasoline and diesel sold, partially offset by an increase in volumes sold:
−Removed: ◦ the average cost per gallon of gasoline and diesel sold decreased by $0.08 per gallon and $0.04 per gallon, respectively;
−Removed: ◦ the volumes of gasoline and diesel sold increased by 0.4 million and 1.2 million gallons, respectively.
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: Cost of materials and other for the wholesale marketing and terminalling segment decreased by $20.1 million, or 7.2% , in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the following:
−Removed: • decreased costs of materials and other of $20.5 million in our West Texas marketing operations primarily driven by decrease in average cost per gallon, partially offset by a net increase in volumes of diesel sold:
−Removed: ◦ the average cost per gallon of gasoline and diesel sold decreased by $0.19 per gallon and $0.24 per gallon, respectively;
−Removed: ◦ the average volumes of diesel sold increased by 3.2 million gallons, and the average volumes of gasoline sold decreased by 1.2 million.
−Removed: The following chart shows a summary of the average prices per gallon of gasoline and diesel purchased in our West Texas operations for the three and nine months ended September 30, 2025, and 2024.
+Added: Cost of materials and other for the wholesale marketing and terminalling segment increased by $15.5 million, or 17.3% , in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • increased costs of materials and other of $15.6 million in our West Texas marketing operations primarily driven by an increase in average cost per gallon and a net increase in volumes sold:
+Added: ◦ the average cost per gallon of gasoline and diesel sold increased by $0.03 per gallon and $0.40 per gallon, respectively;
+Added: ◦ the volumes of gasoline sold increased by 4.7 million gallons, while diesel sold decreased by 0.8 million gallons.
+Added: The following chart shows a summary of the average prices per gallon of gasoline and diesel purchased in our West Texas operations for the three months ended March 31, 2026 and 2025.
Refer to the Refined Products Volume - Gallons chart above for a summary of volumes impacting our West Texas operations.
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating Expenses
−Removed: Operating expenses for the wholesale marketing and terminalling segment decreased by $1.1 million, or 31.9%, in the third quarter of 2025 compared to the third quarter of 2024, driven primarily by a decrease in outside service costs.
−Removed: Operating expenses for the wholesale marketing and terminalling segment decreased by $3.2 million or 30.6%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, driven primarily by a decrease in outside service costs.
−Removed: EBITDA decreased by $6.0 million, or 29.8%, in the third quarter of 2025 compared to the third quarter of 2024, driven primarily by the following:
−Removed: • lower revenue related to sales-type lease accounting;
−Removed: • lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings;
−Removed: • partially offset by a $1.11 per barrel increase in wholesale margins.
−Removed: EBITDA decreased by $29.3 million, or 38.8%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the following:
−Removed: • lower revenue related to sales-type lease accounting;
−Removed: • lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings;
+Added: Operating expenses for the wholesale marketing and terminalling segment decreased by $0.9 million or 24.4%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven primarily by a decrease in outside service costs.
+Added: EBITDA decreased by $3.5 million, or 26.3%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:
+Added: • lower revenue due to the termination of the East Texas Marketing Agreement;
• partially offset by a $2.78 per barrel increase in wholesale margins.
1 unchanged sentence
Storage and Transportation Segment
−Removed: The following tables and discussion present the results of operations and certain operating statistics of the storage and transportation segment for the three and nine months ended September 30, 2025 and 2024:
+Added: The following tables and discussion present the results of operations and certain operating statistics of the storage and transportation segment for the three months ended March 31, 2026 and 2025:
Storage and Transportation
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
−Removed: Net revenues $ 24,327 $ 25,605 $ 72,923 $ 98,912
+Added: Three Months Ended March 31,
Cost of materials and other
1 unchanged sentence
Segment EBITDA
−Removed: Operation comparison of the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024
−Removed: Net revenues for the storage and transportation segment decreased by $1.3 million, or 5.0%, in the third quarter of 2025 compared to the third quarter of 2024, primarily due to recording certain storage fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period.
−Removed: Net revenues for the storage and transportation segment decreased by $26.0 million, or 26.3%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to recording certain storage fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period.
+Added: Operation comparison of the three months ended March 31, 2026 compared to the three months ended March 31, 2025
+Added: Net revenues for the storage and transportation segment increased by $0.4 million, or 1.5%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
Cost of Materials and Other
−Removed: Cost of materials and other for the storage and transportation segment decreased by $0.7 million, or 4.9%, in the third quarter of 2025 compared to the third quarter of 2024.
−Removed: Cost of materials and other for the storage and transportation segment decreased by $0.9 million, or 2.2%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
+Added: Cost of materials and other for the storage and transportation segment decreased by $1.9 million, or 12.6%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by a decrease in transportation costs in our trucking operations.
Operating Expenses
−Removed: Operating expenses for the storage and transportation segment increased by $0.5 million, or 9.9%, in the third quarter of 2025 compared to the third quarter of 2024.
−Removed: Operating expenses for the storage and transportation segment decreased by $0.1 million, or 0.9%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
−Removed: EBITDA decreased by $1.3 million, or 17.0%, in the third quarter of 2025 compared to the third quarter of 2024, primarily due to decrease in revenue related to sales-type lease accounting.
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: EBITDA decreased by $24.7 million, or 58.3%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to a decrease in revenue related to sales-type lease accounting.
+Added: Operating expenses for the storage and transportation segment increased by $1.0 million, or 18.7%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by an increase in outside service costs.
+Added: EBITDA increased by $1.3 million, or 30.4%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by a decrease in transportation costs in our trucking operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
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Investments in pipeline joint ventures segment include the Partnership's joint ventures investments described in Note 8 of our condensed consolidated financial statements in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.
−Removed: Refer to Consolidated Results of Operations above for details and discussion of the investments in pipeline joint ventures segment for the three and nine months ended September 30, 2025.
+Added: Refer to Consolidated Results of Operations above for details and discussion of the investments in pipeline joint ventures segment for the three months ended March 31, 2026.
Liquidity and Capital Resources
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(iii) potential issuance of additional equity;
−Removed: At September 30, 2025, our total liquidity amounted to $1,000.1 million comprised of $993.2 million in unused credit commitments under our third-party revolving credit facility (as discussed in Note 6 of our condensed consolidated financial statements in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q), and $6.9 million in cash and cash equivalents.
+Added: At March 31, 2026, our total liquidity amounted to $1,148.8 million comprised of $1,138.9 million in unused credit commitments under our third-party revolving credit facility (as discussed in Note 6 of our condensed consolidated financial statements in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q), and $9.9 million in cash and cash equivalents.
Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash distributions and operational capital expenditures, and we expect the same to continue in the foreseeable future.
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Cash Distributions
−Removed: On October 28, 2025, the board of directors of our general partner declared a distribution of 1.120 per common unit (the "Distribution"), which equates to an estimated amount of approximately $59,898 per quarter, or approximately $239.6 million per year, based on the number of common units outstanding as of September 30, 2025.
−Removed: The Distribution will be paid on November 13, 2025, to common unitholders of record on November 7, 2025, and represents a 1.8% increase over the third quarter 2024 distribution.
+Added: On April 23, 2026, the board of directors of our general partner declared a distribution of $1.130 per common unit (the "Distribution"), which equates to an estimated amount of approximately $60.5 million per quarter, or approximately $241.9 million per year, based on the number of common units outstanding as of March 31, 2026.
+Added: The Distribution will be paid on May 11, 2026, to common unitholders of record on May 4, 2026, and represents a 1.8% increase over the first quarter 2025 distribution.
This increase in the distribution is consistent with our intent to maintain an attractive distribution growth profile over the long term.
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The table below summarizes the quarterly distributions related to our quarterly financial results:
−Removed: Quarter Ended Total Quarterly Distribution Per Limited Partner Unit Total Cash Distribution (in thousands)
+Added: Quarter Ended
+Added: Total Quarterly Distribution Per Limited Partner Unit
+Added: Total Cash Distribution (in thousands)
March 31, 2025
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March 31, 2026
−Removed: June 30, 2025 $1.115 $59,612
−Removed: September 30, 2025 $1.120 $59,898
Unit Repurchase
−Removed: On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement whereby the Partnership may repurchase common units from time to time from Delek Holdings in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”).The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.
−Removed: 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.
−Removed: No common units were repurchased for the nine months ended September 30, 2024.
−Removed: As of September 30, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
−Removed: The following table sets forth a summary of our consolidated cash flows for the nine months ended September 30, 2025, and 2024 (in thousands):
−Removed: Nine Months Ended September 30,
+Added: On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement whereby the Partnership may repurchase common units from time to time from Delek Holdings in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”).
+Added: The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.
+Added: 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.
+Added: No common units were repurchased for the three months ended March 31, 2026.
+Added: As of March 31, 2026, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
+Added: The following table sets forth a summary of our consolidated cash flows for the three months ended March 31, 2026, and 2025 (in thousands):
+Added: Three Months Ended March 31,
Net cash provided by operating activities
Net cash used in investing activities
−Removed: Net cash provided by financing activities 219,279 161,649
−Removed: Net increase (decrease) in cash and cash equivalents $ 1,528 $ 3,562
+Added: Net cash (used in) provided by financing activities
+Added: Net decrease in cash and cash equivalents
Operating Activities
−Removed: Net cash provided by operating activities increased by $37.5 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
+Added: Net cash provided by operating activities increased by $138.8 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
The cash receipts from customer activities increased by $32.2 million and cash payments to suppliers and for allocations to Delek Holdings for salaries decreased by $98.5 million.
−Removed: In addition, cash dividends received from equity method investments decreased by $6.9 million and cash paid for debt interest increased by $34.1 million.
+Added: Additionally contributing to the increase was a $5.5 million increase in cash dividends received from equity method investments, as well as a $2.6 million decrease in cash paid for debt interest.
Investing Activities
−Removed: Net cash used in investing activities increased by $97.1 million during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to Gravity Acquisition for $181.2 million.
−Removed: Additionally, purchases of property, plant and equipment and intangibles increased $154.1 million and $7.2 million, respectively, primarily associated with growth projects in our gathering and processing segment.
−Removed: Also contributing to this increase was a decrease in proceeds from sale of property, plant and equipment of $6.8 million.
−Removed: Partially offsetting the increase in cash used was an increase in distributions received from equity method investments of $8.8 million.
+Added: Net cash used in investing activities decreased by $185.5 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to a decrease of $181.2 million associated with the Gravity Acquisition in the prior year with no corresponding activity in the current year.
+Added: Purchases of property, plant and equipment decreased $7.0 million primarily associated with growth projects in our gathering and processing segment.
+Added: Also contributing to this decrease was an increase in distributions received from equity method investments of $2.9 million.
+Added: Partially offsetting this decrease was a decrease in proceeds from sale of property, plant and equipment of $4.2 million compared to the prior year and $1.3 million increase in purchase of intangible assets.
Financing Activities
−Removed: Net cash provided by financing activities increased by $57.6 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
−Removed: This increase was primarily driven by a decrease in net payments on term loans of $172.3 million and an increase in net proceeds from our revolving credit facility of $47.1 million.
−Removed: Additionally contributing to this increase was a $6.2 million decrease in payments on other financing arrangements, and a decrease in deferred financing costs paid of $7.3 million.
−Removed: Partially offsetting the increase were a decrease of $132.2 million due to proceeds received from the equity issuances in October and March 2024, an increase in distributions paid of $30.2 million and a decrease of $10.0 million due to unit repurchases from Delek Holdings in the current period.
+Added: Net cash used in financing activities increased by $322.0 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
+Added: This increase was primarily driven by an increase in net payments on our revolving credit facility of $320.5 million.
+Added: Additionally contributing to this increase was an increase in deferred financing costs paid of $9.0 million and a $2.2 million increase in payments on finance leases.
+Added: Partially offsetting the increase was a decrease of $10.0 million due to unit repurchases from Delek Holdings in the prior period.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Debt Overview
−Removed: As of September 30, 2025, we had total indebtedness of $2,306.9 million.
−Removed: The increase of $421.5 million in our long-term debt balance compared to the balance at December 31, 2024, resulted from additional borrowings under our 2033 Notes, partially offset by the paydown of the revolving facility during the nine months ended September 30, 2025.
−Removed: As of September 30, 2025, our total indebtedness consisted of:
−Removed: • An aggregate principal amount of $156.9 million under the DKL Revolving Facility, due on October 13, 2027, with an average borrowing rate of 7.39%.
+Added: As of March 31, 2026, we had total indebtedness of $2,311.1 million.
+Added: The decrease of $50.8 million in our long-term debt balance compared to the balance at December 31, 2025, resulted from a decrease in borrowings under our revolving facility during the three months ended March 31, 2026.
+Added: As of March 31, 2026, our total indebtedness consisted of:
+Added: • An aggregate principal amount of $161.1 million under the DKL Revolving Facility, due on March 26, 2031, with an average borrowing rate of 5.99%.
• An aggregate principal amount of $400.0 million, under the 2028 Notes (7.125% senior notes), due in 2028, with an effective interest rate of 7.37%.
1 unchanged sentence
• An aggregate principal amount of $700.0 million, under the 2033 Notes (7.375% senior notes), due in 2033, with an effective interest rate of 7.63%.
−Removed: We believe we were in compliance with the covenants in all debt facilities as of September 30, 2025.
+Added: We believe we were in compliance with the covenants in all debt facilities as of March 31, 2026.
See Note 6 to our condensed consolidated financial statements for a complete discussion of our third-party indebtedness.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the nine months ended September 30, 2025:
−Removed: (in thousands) Full Year 2025 Forecast Nine Months Ended September 30, 2025
+Added: The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the three months ended March 31, 2026:
+Added: (in thousands)
+Added: Full Year 2026 Forecast
+Added: Three Months Ended March 31, 2026 (1)
Gathering and Processing
−Removed: Regulatory $ — $ 286
−Removed: Sustaining 2,715 5,922
−Removed: Growth 209,300 229,915
Gathering and Processing Segment Total
Wholesale Marketing and Terminalling
−Removed: Regulatory $ 6,958 $ 185
−Removed: Sustaining 3,022 617
−Removed: Growth 6,800 —
Wholesale Marketing and Terminalling Segment Total
Storage and Transportation
−Removed: Regulatory $ 6,515 $ 1,345
−Removed: Sustaining — 2,488
Storage and Transportation Segment Total
Total Capital Spending
+Added: (1) Amounts exclude capitalized interest and internal labor costs totaling $2.6 million, which are predominantly associated with our gathering and processing segment.
The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope and completion time for our capital projects.
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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.