What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-04-29 · 222 added, 83 removed, 466 unchanged (40% of the section changed)

3 unchanged sentences

(thousands, except unit and per unit data)

March 31, 2026

June 30, 2026

December 31, 2025

17 unchanged sentences

Other non-current assets

LIABILITIES AND (DEFICIT) EQUITY

LIABILITIES AND PARTNERS' (DEFICIT) EQUITY

Current liabilities:

13 unchanged sentences

Total non-current liabilities

(Deficit) Equity:

Partners' (deficit) equity:

Common unitholders - public;

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

19,688,283 units issued and outstanding at June 30, 2026 ( 19,643,923 at December 31, 2025)

Common unitholders - Delek Holdings;

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

33,508,831 units issued and outstanding at June 30, 2026, exclusive of 359,372 issued units held by the Partnership in Treasury ( 33,868,203 issued and outstanding at December 31, 2025)

Total partners' (deficit) equity

Total liabilities and partners' (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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Affiliate (1)

29 unchanged sentences

Common - Delek Holdings

Balance as of December 31, 2025

Balance as of March 31, 2026

Cash distributions

Units transferred from Delek Holdings held in Treasury

Balance as of June 30, 2026

Common - Public

Common - Delek Holdings

Balance as of March 31, 2025

Cash distributions

Distributions

Balance as of June 30, 2025

Common - Public

2 unchanged sentences

Cash distributions

Units transferred from Delek Holdings held in Treasury

Balance as of June 30, 2026

Common - Public

Common - Delek Holdings

Balance as of December 31, 2024

Cash distributions

Issuance of units

Unit repurchase

Balance as of March 31, 2025

Distributions

Balance as of June 30, 2025

See accompanying notes to the condensed consolidated financial statements

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

26 unchanged sentences

Distributions to common unitholders - Delek Holdings

Proceeds from term debt

Payments on term debt

Proceeds from revolving facility

Payments on revolving facility

( 2,091,250 )

( 1,184,450 )

Unit repurchase

Payments on finance leases

Deferred financing costs paid

Debt extinguishment costs paid

Other financing activities

Net cash (used in) provided by financing activities

Net decrease in cash and cash equivalents

Net increase (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

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental disclosures of cash flow information:

2 unchanged sentences

Non-cash investing activities:

Units transferred from Delek Holdings held in Treasury

Inventory received in connection with DPG Dropdown

Forgiveness of related party receivable in connection with DPG Dropdown

Common units issued in connection with Gravity Acquisition

13 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 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").

The Partnership serves a broad range of third-party customers.

Certain Partnership assets have long-term commercial agreements with Delek Holdings.

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.

8 unchanged sentences

Accounting Pronouncements Not Yet Adopted

ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818)

In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02 Environmental Credits and Environmental Credit Obligations (Topic 818) ("ASU 2026-02"), which establishes the first comprehensive GAAP framework for recognizing, measuring, presenting and disclosing environmental credits and related compliance obligations.

ASU 2026-02 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

Entities are required to apply the amendments on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet) as of the beginning of the annual reporting period of adoption.

Early adoption is permitted at the beginning of an annual reporting period.

We are currently evaluating the impact that the adoption of ASU 2026-02 will have on our financial position, results of operations, cash flows and related disclosures.

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").

In December 2025, the FASB issued ASU 2025-12 Codification Improvements ("ASU 2025-12").

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

71 unchanged sentences

Commercial Agreements

The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings.

The Partnership has long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services.

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

9 unchanged sentences

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 Intercompany Agreements (as defined below), Delek Holdings waived 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 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.

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 six months ended June 30, 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.

As of June 30, 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 month periods ended March 31, 2026, and 2025.

There were no reimbursements for these matters in each of the three and six month periods ended June 30, 2026, and 2025.

Asset Purchase Agreements with Delek Holdings

3 unchanged sentences

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

The returned units were recorded as treasury units and are no longer considered outstanding for purposes of calculating earnings per unit or distributions.

These treasury units are held by the Partnership and may be retired, reissued, or otherwise utilized in accordance with our partnership agreement and applicable regulations.

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”).

On May 1, 2025, the Partnership and Delek Holdings, entered into an asset purchase agreement (the “El Dorado Purchase Agreement”), whereby the Partnership agreed to sell the related El Dorado rail facility assets to Delek Holdings for cash consideration of $ 25.0 million (the “El Dorado Sale”).

The El Dorado Purchase closed on January 2, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

6 unchanged sentences

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.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Interest income from sales-type leases

2 unchanged sentences

General and administrative expenses

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Quarterly Cash Distributions

2 unchanged sentences

February 12, 2026

May 11, 2026 (1)

August 10, 2026 (1)

February 11, 2025

(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.

August 14, 2025

(1) On July 22, 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 presented are estimated based on common units held by Delek Holdings as of June 30, 2026, and may differ from amounts actually paid.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 March 31, 2026

Three Months Ended June 30, 2026

Gathering and Processing

7 unchanged sentences

Total Revenue

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Gathering and Processing

7 unchanged sentences

Total Revenue

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.

Six Months Ended June 30, 2026

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Service Revenue - Third Party

Service Revenue - Affiliate

Product Revenue - Third Party

Product Revenue - Affiliate

Lease Revenue - Affiliate

Total Revenue

Six Months Ended June 30, 2025

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Service Revenue - Third Party

Service Revenue - Affiliate

Product Revenue - Third Party

Product Revenue - Affiliate

Lease Revenue - Affiliate

Total Revenue

As of June 30, 2026, we expect to recognize approximately $ 461.1 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.

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Our unfulfilled performance obligations as of June 30, 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

1 unchanged sentence

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.

As of June 30, 2026 and 2025, the only potentially dilutive units outstanding were unvested phantom units.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Weighted average common units outstanding, basic

2 unchanged sentences

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.

(1) There were 16,927 and 58,331 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2026, respectively.

There were 23,647 and 16,862 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2025, respectively.

Long-Term Obligations

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

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

DKL Credit Facility

1 unchanged sentence

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.

In connection with the New Credit Agreement, the Partnership recorded $ 10.2 million of debt issuance costs, which are being amortized over the term of the DKL Revolving Facility.

In addition, the Partnership recognized a loss on extinguishment of debt of $ 1.6 million related to the write-off of unamortized deferred issuance costs associated with the Prior Credit Agreement, which is recorded in interest expense in the accompanying condensed consolidated statements of income.

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.

1 unchanged sentence

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.

As of June 30, 2026, the weighted average interest rate was 6.05 %.

There were no letters of credit outstanding as of June 30, 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.

We believe we were in compliance with all covenant requirements as of June 30, 2026.

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

3 unchanged sentences

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 March 31, 2026 approximates their fair values.

The carrying value of outstanding borrowings under the DKL Revolving Facility as of June 30, 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 March 31, 2026, we were in compliance with covenants on all of our debt instruments.

As of June 30, 2026, we were in compliance with covenants on all of our debt instruments.

On May 14, 2026, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp.

(“Finance Corp.” and together with the Partnership, the “Issuers”), sold $ 800.0 million in aggregate principal amount of 6.875 % senior notes due 2034 (the “2034 Notes”).

Net proceeds were used to redeem the 2028 Notes including accrued interest and a portion of the 2029 Notes including accrued interest.

The 2034 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 2034 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 2034 Notes will mature on June 1, 2034, and interest is payable semi-annually in arrears on each June 1 and December 1.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

At any time prior to June 1, 2029, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2034 Notes at a redemption price of 106.875 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations.

Prior to June 1, 2029, the Issuers may also redeem all or part of the 2034 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 1, 2029, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2034 Notes, at a redemption price of 103.438 % of the redeemed principal for the twelve-month period beginning on June 1, 2029, 101.719 % for the twelve-month period beginning on June 1, 2030, and 100.00 % beginning on June 1, 2031 and thereafter, plus accrued and unpaid interest, if any.

The Issuers may also redeem all (but not a portion of) the 2034 Notes under certain circumstances if 90.00 % or more of the aggregate principal amount of the outstanding 2034 Notes are purchased in connection with a change of control or alternate offer.

In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2034 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.

We recorded $ 13.5 million of debt issuance costs which are being amortized over the term of the 2034 Notes and included in interest expense in the condensed consolidated statements of income.

As of June 30, 2026, the effective interest rate was 7.15 %.

The estimated fair value of 2034 Notes was $ 797.3 million as of June 30, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.

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.

As of June 30, 2026, the effective interest rate was 7.63 %.

The estimated fair value of the 2033 Notes was $ 714.4 million and $ 716.4 million as of June 30, 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 $ 650.0 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 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 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.

As of June 30, 2026, the effective interest rate was 8.80 %.

The estimated fair value of the 2029 Notes was $ 676.6 million and $ 1,100.4 million as of June 30, 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.

Concurrent with the issuance of the 2034 Notes, the Partnership issued a conditional notice of partial redemption of the 2029 Notes at a redemption price of 104.313 % for $ 400.0 million of the principal amount plus accrued interest.

As a result, the Partnership recognized a loss on extinguishment of debt of $ 19.0 million, which is recorded in interest expense in the accompanying condensed consolidated statements of income.

Our 2028 Notes were general unsecured senior obligations comprised of $ 400.0 million in aggregate principal of 7.125 % senior notes with an original maturity date of June 1, 2028.

The 2028 Notes were unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.).

On May 11, 2026, the Partnership made a cash tender offer to purchase all outstanding 2028 Notes, receiving tenders from holders of approximately $ 270.7 million in aggregate principal amount.

The remaining 2028 Notes were subsequently redeemed by June 8, 2026, pursuant to the notice of conditional redemption, resulting in the full extinguishment of the $ 400.0 million aggregate principal.

The Partnership recognized a loss on extinguishment of debt of $ 2.4 million, which is recorded in interest expense in the accompanying condensed consolidated statements of income.

Equity Activity

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

The table below summarizes the changes in the number of units outstanding from December 31, 2025 through June 30, 2026.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Common - Public

2 unchanged sentences

Unit-based compensation awards (2)

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)

Units transferred from Delek Holdings held in Treasury (3)

Balance at June 30, 2026

(1) As of June 30, 2026, Delek Holdings owned a 63.0 % interest in the Partnership.

(2) Unit-based compensation awards are presented net of 21,588 units withheld for taxes for the six months ended June 30, 2026.

(3) Represents units transferred from Delek Holdings to the Partnership as consideration for the Tyler Tank transaction.

These units are held in Treasury by the Partnership and were transferred at a cost of $ 52.87 per unit.

See Note 3 for further details.

Long-Term Incentive Plan

On June 5, 2026, the holders of a majority of the Partnership's outstanding common units approved an amendment to the Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan (the "LTIP").

The amendment increased the number of common units available for issuance under the LTIP by 1,000,000 units, resulting in an aggregate of 1,912,207 common units authorized for issuance thereunder.

The LTIP permits the grant of common units, restricted units, phantom units, unit appreciation rights, distribution equivalent rights and other unit-based awards to employees, directors and other service providers of the Partnership and its affiliates.

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 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.

During the six months ended June 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 six months ended June 30, 2026.

As of June 30, 2026, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Cash Distributions

11 unchanged sentences

March 31, 2026

(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.

June 30, 2026 (1)

(1) On July 22, 2026, the board of directors of our general partner declared this quarterly cash distribution, payable on August 10, 2026, to unitholders of record on August 3, 2026.

Total cash distribution is estimated based on the number of common units outstanding as of June 30, 2026.

Equity Method Investments

4 unchanged sentences

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.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

2 unchanged sentences

While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in W2W Holdings, and no single party has the power to direct the activities that most significantly impact W2W Holdings' economic performance.

Distributions received from WWP are first applied to service the debt of W2W Holdings wholly owned finance LLC, with excess distributions made to the W2W Holdings members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements.

Distributions received from Wink to Webster are first applied to service the debt of W2W Holdings wholly owned finance LLC, with excess distributions made to the W2W Holdings members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements.

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

As of 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.

As of June 30, 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 did not provide any financial support to equity method investments that it was not contractually obligated to provide during the three and six months ended June 30, 2026 and 2025.

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

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

18 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Gathering and Processing

3 unchanged sentences

Net revenues:

Affiliate (1)

Total revenue

11 unchanged sentences

Income tax expense

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Gathering and Processing

3 unchanged sentences

Net revenues:

Affiliate (1)

Total revenue

11 unchanged sentences

Income tax expense

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2026

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Net revenues:

Total revenue

Cost of materials and other

Operating expenses

Proportional EBITDA from equity method investments

Other segment items (1)

Segment EBITDA

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other

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

Depreciation and amortization

Interest income

Interest expense

Income tax expense

Six Months Ended June 30, 2025

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Net revenues:

Total revenue

Cost of materials and other

Operating expenses

Proportional EBITDA from equity method investments

Other segment items (1)

Segment EBITDA

Reconciling items to consolidated net income before income taxes:

Corporate expenses and other

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

Depreciation and amortization

Interest income

Interest expense

Income tax expense

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

1 unchanged sentence

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Gathering and Processing

6 unchanged sentences

Capital spending (1)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Gathering and Processing

6 unchanged sentences

Capital spending (1)

Six Months Ended June 30, 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)

Six Months Ended June 30, 2025

Gathering and Processing

Wholesale Marketing and Terminalling

Storage and Transportation

Investments in Pipeline Joint Ventures

Corporate and Other

Depreciation and amortization

Interest income

Capital spending (1)

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Commitments and Contingencies

14 unchanged sentences

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.

The construction is expected to be completed in the second half 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.

therefore, we have not recognized the assets or related obligations on our balance sheet as of June 30, 2026.

The total estimated project cost is approximately $ 60.0 million.

1 unchanged sentence

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

Revenue from these leases are recorded in affiliate revenue in the accompanying condensed consolidated statements of income and comprehensive income.

We elected the practical expedient to carry forward historical lease classification conclusions until a modification of an existing agreement occurs.

Once a modification occurs, the amended agreement is required to be assessed under ASC 842, to determine whether a reclassification of the lease is required.

The net investment in sales-type leases is recorded utilizing the estimated fair value of the underlying leased assets at contract modification date and are nonrecurring fair value measurements.

The leased assets were valued using a cost method valuation approach which utilizes Level 3 inputs.

Revenue from these leases is recorded in affiliate revenue in the accompanying condensed consolidated statements of income and comprehensive income.

We recognized any billings in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in lease revenues.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

7 unchanged sentences

Distribution Declaration

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 %.

On July 22, 2026, our general partner's board of directors declared a quarterly cash distribution of $ 1.135 per unit, payable on August 10, 2026, to unitholders of record on August 3, 2026.

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

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What changed 10-Q

Item 1. Financial Statements