dk-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

						For the transition period from to

Commission file number 001-38142

DELEK US HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware			35-2581557
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

310 Seven Springs Way, Suite 500	Brentwood	Tennessee	37027
(Address of principal executive offices)			(Zip Code)

(615) 771-6701

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01

New York Stock Exchange

At May 1, 2025, there were 60,727,290 shares of common stock, $0.01 par value, outstanding (excluding securities held by, or for the account of, the Company or its subsidiaries).

Table of Contents

Delek US Holdings, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2025






































PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)						3
Condensed Consolidated Balance Sheets						3
Condensed Consolidated Statements of Income						4
Condensed Consolidated Statements of Comprehensive Income						5
Condensed Consolidated Statements of Changes in Stockholders' Equity						6
Condensed Consolidated Statements of Cash Flows						7
Notes to Condensed Consolidated Financial Statements						8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						30
Item 3. Quantitative and Qualitative Disclosures about Market Risk						59
Item 4. Controls and Procedures						61

PART II. OTHER INFORMATION
Item 1. Legal Proceedings						62
Item 1A. Risk Factors						62
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						62
Item 5. Other Information						62
Item 6. Exhibits						64
Signatures						65


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Financial Statements

Part I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Delek US Holdings, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(In millions, except share and per share data)


	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	623.8	$	735.6
Accounts receivable, net	648.8		617.6


Inventories, net of inventory valuation reserves	852.5		893.2

Other current assets	89.8		85.5
Total current assets	2,214.9		2,331.9
Property, plant and equipment:
Property, plant and equipment	5,283.6		4,948.4
Less: accumulated depreciation	(2,096.5)		(2,008.4)
Property, plant and equipment, net	3,187.1		2,940.0
Operating lease right-of-use assets	89.3		92.2
Goodwill	475.3		475.3
Other intangibles, net	402.6		321.6
Equity method investments	396.8		392.9

Other non-current assets	116.1		111.9
Total assets	$	6,882.1	$	6,665.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,833.9	$	1,813.8


Current portion of long-term debt	9.5		9.5

Current portion of operating lease liabilities	40.2		43.2

Accrued expenses and other current liabilities	708.3		649.5
Total current liabilities	2,591.9		2,516.0
Non-current liabilities:
Long-term debt, net of current portion	3,025.8		2,755.7
Obligation under Inventory Intermediation Agreement	433.6		408.7
Environmental liabilities, net of current portion	32.3		33.3
Asset retirement obligations	32.5		24.7
Deferred tax liabilities	191.0		214.8
Operating lease liabilities, net of current portion	54.2		54.8

Other non-current liabilities	91.4		82.6
Total non-current liabilities	3,860.8		3,574.6

Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding	—		—
Common stock, $0.01 par value, 110,000,000 shares authorized, 78,208,023 shares and 80,127,994 shares issued at March 31, 2025 and December 31, 2024, respectively	0.8		0.8
Additional paid-in capital	1,248.2		1,215.9
Accumulated other comprehensive loss	(4.1)		(4.1)
Treasury stock, 17,575,527 shares, at cost, at March 31, 2025 and December 31, 2024, respectively	(694.1)		(694.1)
Retained earnings	(395.4)		(205.7)
Non-controlling interests in subsidiaries	274.0		262.4
Total stockholders’ equity	429.4		575.2
Total liabilities and stockholders’ equity	$	6,882.1	$	6,665.8

See accompanying notes to the condensed consolidated financial statements


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Financial Statements

Delek US Holdings, Inc.

Condensed Consolidated Statements of Income (unaudited)

(In millions, except share and per share data)


	Three Months Ended March 31,

		2025		2024
Net revenues		$	2,641.9	$	3,128.0
Cost of sales:
Cost of materials and other		2,399.5		2,732.9
Operating expenses (excluding depreciation and amortization presented below)		211.1		213.8
Depreciation and amortization		95.0		86.4
Total cost of sales		2,705.6		3,033.1


Operating expenses related to wholesale business (excluding depreciation and amortization presented below)		1.3		1.1
General and administrative expenses		61.5		61.0
Depreciation and amortization		6.3		5.3

Other operating income, net		(7.0)		(1.7)
Total operating costs and expenses		2,767.7		3,098.8
Operating (loss) income		(125.8)		29.2
Interest expense, net		84.1		87.7
Income from equity method investments		(13.3)		(21.9)






Other income, net		(1.6)		(0.6)
Total non-operating expense, net		69.2		65.2
Loss from continuing operations before income tax benefit		(195.0)		(36.0)
Income tax benefit		(36.8)		(7.6)
Loss from continuing operations, net of tax		(158.2)		(28.4)
Discontinued operations:
(Loss) income from discontinued operations		(0.4)		3.6
Income tax (benefit) expense		(0.1)		0.4
(Loss) income from discontinued operations, net of tax		(0.3)		3.2
Net loss		(158.5)		(25.2)


Net income attributed to non-controlling interests		14.2		7.4
Net loss attributable to Delek		$	(172.7)	$	(32.6)
Basic loss per share:
Loss from continuing operations		$	(2.78)	$	(0.56)
Income from discontinued operations		—		0.05
Total basic loss per share		$	(2.78)	$	(0.51)
Diluted loss per share:
Loss from continuing operations		$	(2.78)	$	(0.56)
Income from discontinued operations		—		0.05
Total diluted loss per share		$	(2.78)	$	(0.51)
Weighted average common shares outstanding:
Basic		62,115,776		64,021,988
Diluted		62,115,776		64,021,988

See accompanying notes to the condensed consolidated financial statements


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Financial Statements

Delek US Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

(In millions)


	Three Months Ended March 31,

		2025		2024
Net loss		$	(158.5)	$	(25.2)





























Comprehensive loss		$	(158.5)	$	(25.2)

Comprehensive income attributable to non-controlling interest		14.2		7.4
Comprehensive loss attributable to Delek		$	(172.7)	$	(32.6)

See accompanying notes to the condensed consolidated financial statements


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Financial Statements

Delek US Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)

(In millions, except share and per share data)


	Three Months Ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Shares			Non-Controlling Interest in Subsidiaries		Total Stockholders' Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2024	80,127,994	$	0.8	$	1,215.9	$	(4.1)	$	(205.7)	(17,575,527)	$	(694.1)	$	262.4	$	575.2


Net (loss) income	—	—		—		—		(172.7)		—	—		14.2		(158.5)



Common stock dividends ($0.255 per share)	—	—		—		—		(15.9)		—	—		—		(15.9)
Distributions to non-controlling interests	—	—		—		—		—		—	—		(21.6)		(21.6)
Equity-based compensation expense	—	—		6.6		—		—		—	—		0.3		6.9

Equity attributable to issuance of Delek Logistics common units for the Gravity Acquisition, net of tax	—	—		55.4		—		—		—	—		20.9		76.3

Repurchase of common stock	(2,009,420)	—		(30.6)		—		(0.9)		—	—		—		(31.5)



Taxes paid due to the net settlement of equity-based compensation	—	—		(0.4)		—		—		—	—		(0.3)		(0.7)
Exercise of equity-based awards	61,150	—		—		—		—		—	—		—		—



Other	28,299	—		1.3		—		(0.2)		—	—		(1.9)		(0.8)
Balance at March 31, 2025	78,208,023	$	0.8	$	1,248.2	$	(4.1)	$	(395.4)	(17,575,527)	$	(694.1)	$	274.0	$	429.4


	Three Months Ended March 31, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Non-Controlling Interest in Subsidiaries		Total Stockholders' Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2023	81,539,871	$	0.8	$	1,113.6	$	(4.8)	$	430.0	(17,575,527)	$	(694.1)	$	114.2	$	959.7
Net (loss) income	—	—		—		—		(32.6)		—	—		7.4		(25.2)
Common stock dividends ($0.245 per share)	—	—		—		—		(15.7)		—	—		—		(15.7)
Equity-based compensation expense	—	—		7.0		—		—		—	—		0.2		7.2
Distributions to non-controlling interests	—	—		—		—		—		—	—		(9.8)		(9.8)



Taxes paid due to the net settlement of equity-based compensation	—	—		(0.5)		—		—		—	—		(0.3)		(0.8)
Exercise of equity-based awards	44,374	—		—		—		—		—	—		—		—
Equity attributable to issuance of Delek Logistic common limited partner units, net of tax	—	—		50.5		—		—		—	—		68.4		118.9
Other	41,771	—		1.2		—		(0.2)		—	—		(0.2)		0.8
Balance at March 31, 2024	81,626,016	$	0.8	$	1,171.8	$	(4.8)	$	381.5	(17,575,527)	$	(694.1)	$	179.9	$	1,035.1

See accompanying notes to the condensed consolidated financial statements


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Financial Statements

Delek US Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(In millions)


	Three Months Ended March 31,

	2025		2024
Cash flows from operating activities:
Net loss	$	(158.5)	$	(25.2)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	101.3		91.7

Non-cash lease expense	6.5		12.9
Deferred income taxes	(36.9)		(8.1)

Income from equity method investments	(13.3)		(21.9)
Dividends from equity method investments	7.3		9.5
Non-cash lower of cost or market/net realizable value adjustment	0.2		(8.8)


Loss on extinguishment of debt	—		3.6



Equity-based compensation expense	6.9		7.2
(Loss) income from discontinued operations	0.3		(3.2)

Other	(2.1)		(0.2)
Changes in assets and liabilities:
Accounts receivable	(17.9)		(48.0)
Inventories and other current assets	12.2		(46.6)
Fair value of derivatives	2.3		13.5
Accounts payable and other current liabilities	4.1		110.7
Obligation under Inventory Intermediation Agreements	24.9		85.1
Non-current assets and liabilities, net	0.6		(11.3)
Cash (used in) provided by operating activities - continuing operations	(62.1)		160.9
Cash (used in) provided by operating activities - discontinued operations	(0.3)		5.8
Net cash (used in) provided by operating activities	(62.4)		166.7
Cash flows from investing activities:

Business combination, net of cash acquired	(181.2)		—

Distributions from equity method investments	2.1		2.8
Purchases of property, plant and equipment	(135.7)		(38.3)

Purchases of intangible assets	(4.6)		(0.7)
Proceeds from sale of property, plant and equipment	4.3		—
Insurance and settlement proceeds	3.1		3.6
Other	(2.6)		—

Cash used in investing activities - continuing operations	(314.6)		(32.6)
Cash used in investing activities - discontinued operations	—		(9.0)
Net cash used in investing activities	(314.6)		(41.6)
Cash flows from financing activities:
Proceeds from long-term revolvers	2,820.3		1,493.1
Payments on long-term revolvers	(2,550.6)		(1,708.4)
Proceeds from term debt	—		650.0
Payments on term debt	(2.4)		(533.7)

Proceeds from product and other financing agreements	362.0		101.0
Repayments of product and other financing agreements	(294.4)		(290.7)




Repurchase of common stock	(31.5)		—

Distribution to non-controlling interest	(21.6)		(9.8)


Proceeds from issuance of Delek Logistic common limited partner units, net	—		132.3



Dividends paid	(15.9)		(15.7)

Deferred financing costs paid	—		(10.9)
Other	(0.7)		(1.1)
Cash provided by (used in) financing activities - continuing operations	265.2		(193.9)

Net cash provided by (used in) financing activities	265.2		(193.9)
Net decrease in cash and cash equivalents	(111.8)		(68.8)
Cash and cash equivalents at the beginning of the period	735.6		822.2
Cash and cash equivalents at the end of the period	623.8		753.4
Less cash and cash equivalents of discontinued operations at the end of the period	—		0.4
Cash and cash equivalents of continuing operations at the end of the period	$	623.8	$	753.0

Delek US Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited) (Continued)

(In millions)


	Three Months Ended March 31,
	2025		2024










































































Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest of $3.4 million and $0.2 million in the 2025 and 2024 periods, respectively	$	94.3	75.2

Non-cash investing activities:


Delek Logistics common units issued in connection with Gravity Acquisition	$	91.5	$	—
(Decrease) increase in accrued capital expenditures	$	(3.1)	$	3.5
Non-cash financing activities:

Non-cash lease liability arising from obtaining right-of-use assets during the period	$	11.4	$	8.0

See accompanying notes to the condensed consolidated financial statements


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Notes to Condensed Consolidated Financial Statements (unaudited)

Delek US Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Organization and Basis of Presentation

Delek US Holdings, Inc. operates through its consolidated subsidiaries, which include Delek US Energy, Inc. ("Delek Energy") (and its subsidiaries) and Alon USA Energy, Inc. ("Alon") (and its subsidiaries). The terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek and its consolidated subsidiaries. Delek's common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "DK."

Our condensed consolidated financial statements include the accounts of Delek and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States ("U.S.") 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. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 26, 2025 (the "Annual Report on Form 10-K") and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 included in our Annual Report on Form 10-K.

Our condensed consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), which is a variable interest entity ("VIE"). As the indirect owner of the general partner of Delek Logistics, we have the ability to direct the activities of this entity that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes for this entity and are Delek Logistics' primary customer. In the event that Delek Logistics incurs a loss, our operating results will reflect such loss, net of intercompany eliminations, to the extent of our ownership interest in this entity.

On July 31, 2024, a wholly owned subsidiary of Delek, entered into a definitive equity purchase agreement (the "Retail Purchase Agreement") with a subsidiary of Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”). Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA agreed to purchase, 100% of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 retail fuel and convenience stores (the "Retail Stores") under the Delek US Retail brand (the “Retail Transaction”). The Retail Transaction closed on September 30, 2024.

As a result of the Retail Purchase Agreement, we met the requirements under the provisions of Accounting Standards Codification ("ASC") 205-20, Presentation of Financial Statements - Discontinued Operations ("ASC 205-20") and ASC 360, Property, Plant and Equipment ("ASC 360"), to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets.

On January 2, 2025, Delek Logistics completed the acquisition of 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”). See Note 2 for further information.

In the opinion of management, all adjustments necessary for a fair presentation of the financial condition and the results of operations for the interim periods have been included. All significant intercompany transactions and account balances have been eliminated in consolidation. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.

Reclassifications

Certain prior period amounts have been reclassified in order to conform to the current period presentation.

Having classified the Retail Stores as discontinued operations, the condensed consolidated balance sheets for all periods presented have been reclassified to reflect discontinued operations assets and discontinued operations liabilities. The condensed consolidated statements of income for all periods presented have been reclassified to reflect the results of the Retail Stores as income from discontinued operations, net of taxes. See Note 4 for further information regarding discontinued operations.


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Notes to Condensed Consolidated Financial Statements (unaudited)

Accounting Pronouncements Not Yet Adopted

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

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The adoption of ASU 2024-03 will not affect our financial position or our results of operations, but will result in additional disclosures.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). The standard is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis with the option to apply the standard retrospectively. The adoption of ASU 2023-09 will not affect our financial position or our results of operations, but will result in additional disclosures.

2. Acquisitions

Gravity Acquisition

On January 2, 2025, Delek Logistics completed the Gravity Acquisition for total consideration of $300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash consisting of a cash deposit of $22.8 million paid in December 2024 upon execution of the purchase agreement and $186.5 million paid at closing on January 2, 2025, and 2,175,209 of Delek Logistics’ common units.

For the three months ended March 31, 2025, we incurred $3.1 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income and comprehensive income.

Our condensed consolidated financial and operating results reflect the Gravity Acquisition operations beginning January 2, 2025. Our results of operations included revenue and net income of $22.9 million and $9.9 million, respectively, for the period from January 2, 2025, through March 31, 2025, related to these operations.

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

Determination of Purchase Price

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


Base purchase price:	$	291.6
Less: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)	3.8
Plus: Various closing adjustments	5.4
Adjusted purchase price	$	300.8

Cash paid	$	209.3
Fair value of common units issued (1)	91.5
Preliminary purchase price	$	300.8

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


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Notes to Condensed Consolidated Financial Statements (unaudited)

Purchase Price Allocation

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


Assets acquired:
Cash and cash equivalents	$	5.3
Accounts receivables	16.4
Inventories	1.8
Other current assets	1.7
Property, plant and equipment	208.3
Operating lease right-of-use assets	0.1
Other intangibles (1)	82.6
Other non-current assets	0.1
Total assets acquired	316.3

Liabilities assumed:
Accounts payable	2.4
Accrued expenses and other current liabilities	5.8
Current portion of operating lease liabilities	0.1
Asset retirement obligations	7.2

Total liabilities assumed	15.5
Fair value of net assets acquired	$	300.8

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

•Customer relationship intangible that is subject to amortization with a preliminary fair value of $50.7 million, which we estimate to be amortized over 10 to 25 years.

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

These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all necessary information has become available and we finalize our valuations. To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of March 31, 2025. We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.

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

The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.


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Notes to Condensed Consolidated Financial Statements (unaudited)

Unaudited Pro Forma Financial Information

The following table summarizes the unaudited pro forma financial information of the Company assuming the Gravity Acquisition had occurred on January 1, 2024. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense associated with revolving credit facility borrowings incurred in connection with this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.


	Three Months Ended March 31,
(in millions)	2025		2024
Net revenues	$	2,641.9	$	3,159.7
(Loss) income from continuing operations, net of tax	$	(170.8)	$	(32.6)

H2O Midstream

On September 11, 2024, Delek Logistics completed the acquisition of 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC from H2O Midstream Holdings, LLC ("H2O Purchase Agreement"), which included water disposal and recycling operations in the Midland Basin in Texas for total consideration of $229.7 million, subject to customary adjustments for net working capital ("H2O Midstream Acquisition"). The purchase price was comprised of approximately $159.7 million in cash and $70.0 million of Delek Logistics’ preferred units. See Note 6 for further information on Preferred Units. The cash portion was financed through a combination of cash on hand and borrowings under the Delek Logistics' Credit Facility (as defined in Note 10).

For the three months ended March 31, 2025, we incurred $0.1 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income.

Our results of operations included revenue and net income of $16.5 million and $7.1 million, respectively, for the period from January 2, 2025, through March 31, 2025, related to these operations.

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

Determination of Purchase Price

The table below represents the estimated purchase price (in millions):


Base purchase price:	$	230.0
Less: Adjusted Net Working Capital (as defined in the H2O Purchase Agreement)	(2.6)
Plus: Various closing adjustments	2.3
Adjusted purchase price	$	229.7

Cash paid	159.7
Fair value of Preferred Units issued	70.0
Preliminary purchase price	$	229.7


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Notes to Condensed Consolidated Financial Statements (unaudited)

Purchase Price Allocation

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


Assets acquired:

Accounts receivables	$	6.7
Inventories	2.4
Other current assets	0.9
Property, plant and equipment	172.3
Operating lease right-of-use assets	2.1
Other intangibles (1)	59.5

Total assets acquired	243.9

Liabilities assumed:
Accounts payable	1.8
Accrued expenses and other current liabilities	7.0
Current portion of operating lease liabilities	0.3
Asset retirement obligations	4.9
Operating lease liabilities, net of current portion	0.2
Total liabilities assumed	14.2
Fair value of net assets acquired	$	229.7

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

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

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

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

The fair value of customer relationships was based on the income approach. Key assumptions in the income approach include projected revenue attributable to customer relationships, attrition rate, operating margins and discount rates.

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

The fair values of all other current assets and payables were equivalent to their carrying values due to their short-term nature.

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

3. Segment Data

Prior to July 2024, we aggregated our operating units into three reportable segments: Refining, Logistics, and Retail. However, on July 31, 2024, Delek entered into the Retail Purchase Agreement to sell the Retail Stores, which consisted of the entire retail segment to FEMSA. As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360 to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets. The Retail Transaction closed on September 30, 2024. Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of the following:

•our corporate activities;

•results of certain immaterial operating segments, including our Canadian crude trading operations (as discussed in Note 11); and

•intercompany eliminations.


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Notes to Condensed Consolidated Financial Statements (unaudited)

During the second quarter 2024, we realigned our reportable segments for financial reporting purposes to reflect changes in the manner in which our chief operating decision maker, or CODM, assesses financial information for decision-making purposes. The change represents reporting the operating results of our 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S. within the refining segment. Prior to this change, these operating results were reported as part of corporate, other and eliminations. While this reporting change did not change our consolidated results, segment data for previous years has been restated and is consistent with the current year presentation throughout the financial statements and the accompanying notes.

On August 5, 2024, we contributed all of our 50% investment in W2W Holdings LLC ("HoldCo") which included our 15.6% indirect interest in the Wink to Webster Pipeline ("WWP") joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics. The operating results of HoldCo are now reported in our Logistics segment. Previously, they were reported as part of corporate, other and eliminations.

The disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. The CODM evaluates performance based upon EBITDA attributable to Delek. We define EBITDA attributable to Delek for any period as net income (loss) attributable to Delek plus interest expense, income tax expense (benefit), depreciation and amortization. Segment EBITDA should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered alternatives to net income (loss), which is the most directly comparable financial measure to EBITDA that is in accordance with U.S. GAAP. Segment EBITDA, as determined and measured by us, should also not be compared to similarly titled measures reported by other companies.

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

Refining Segment

The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel and aviation fuel, asphalt and other petroleum-based products that are distributed through owned and third-party product terminals. The refining segment includes the following:

•Tyler, Texas refinery (the "Tyler refinery");

•El Dorado, Arkansas refinery (the "El Dorado refinery");

•Big Spring, Texas refinery (the "Big Spring refinery"); and

•Krotz Springs, Louisiana refinery (the "Krotz Springs refinery").

The refining segment also owns three biodiesel facilities, located in Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi. During the second quarter of 2024, we made the decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives. In addition, the refining segment includes our wholesale crude operations and our 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.

The refining segment's petroleum-based products are marketed primarily in the south central and southwestern regions of the United States. This segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. In addition, the segment sells motor fuels through its wholesale distribution network on an unbranded basis.

Logistics Segment

Our logistics segment owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets. The logistics segment generates revenue by charging fees for gathering, transporting and storing crude oil and natural gas, marketing, distributing, transporting and storing intermediate and refined products and disposing and recycling water in select regions of the southeastern United States and North Dakota, the Midland Basin in Texas, the Delaware Basin in New Mexico and West Texas for our refining segment and third parties, and sales of wholesale products in the West Texas market. The operating results and assets acquired in the Gravity Acquisition have been included in the logistics segment beginning on January 2, 2025. The operating results and assets acquired in the H2O Midstream Acquisition have been included in the logistics segment beginning on September 11, 2024.

Business Segment Operating Performance

The following is a summary of business segment operating performance as measured by EBITDA attributable to Delek for the period indicated (in millions):


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Notes to Condensed Consolidated Financial Statements (unaudited)


	Three Months Ended March 31, 2025
(In millions)	Refining		Logistics		Corporate, Other and Eliminations		Consolidated
Net revenues (excluding intercompany fees and revenues)	$	2,518.3	$	123.6	$	—	$	2,641.9
Inter-segment fees and revenues	90.0		126.3		(216.3)		—
Total revenues	$	2,608.3	$	249.9	$	(216.3)	$	2,641.9

Cost of materials and other	2,470.9		129.1		(200.5)		2,399.5
Operating Expenses	158.1		40.9		13.4		212.4
General and administrative expenses	2.1		8.9		50.5		61.5
Income from equity method investments	(3.5)		(10.2)		0.4		(13.3)
Other	(3.1)		(4.3)		13.0		5.6
Segment EBITDA attributable to Delek	$	(16.2)	$	85.5	$	(93.1)	$	(23.8)
Depreciation and amortization	71.9		30.9		(1.5)		101.3
Interest expense, net	36.1		18.6		29.4		84.1
Income tax benefit							(36.8)
Loss from discontinued operations, net of tax							0.3
Net loss attributable to Delek							$	(172.7)

Capital spending (2)	$	56.2	$	71.9	$	4.5	$	132.6


	Three Months Ended March 31, 2024
(In millions)	Refining		Logistics		Corporate, Other and Eliminations (3)		Consolidated
Net revenues (excluding intercompany fees and revenues)	$	2,921.6	$	112.5	$	—	$	3,034.1
Inter-segment fees and revenues (1)	186.7		139.6		(232.4)		93.9
Total revenues	$	3,108.3	$	252.1	$	(232.4)	$	3,128.0

Cost of materials and other	2,839.9		123.7		(230.7)		2,732.9
Operating Expenses	165.8		31.9		17.2		214.9
General and administrative expenses	4.1		4.9		52.0		61.0
Income from equity method investments	(4.0)		(8.5)		(9.4)		(21.9)
Other	(2.6)		0.4		7.3		5.1
Segment EBITDA attributable to Delek	$	105.1	$	99.7	$	(68.8)	$	136.0
Depreciation and amortization	61.4		26.5		3.8		91.7
Interest expense, net	12.1		40.3		35.3		87.7
Income tax benefit							(7.6)
Income from discontinued operations, net of tax							(3.2)
Net income attributable to Delek							$	(32.6)

Capital spending (2)	$	21.5	$	15.2	$	5.1	$	41.8

(1) Intercompany fees and sales for the refining segment include revenues of $93.9 million during the three months ended March 31, 2024, to the Retail Stores, the operations of which are reported in discontinued operations.

(2) Capital spending includes additions on an accrual basis. Capital spending excludes capital spending associated with the Retail Stores of $4.1 million during the three months ended March 31, 2024.

(3) The corporate, other and eliminations segment operating results for the three months ended March 31, 2024 have been restated to reflect the reclassification of the Retail Stores to discontinued operations.


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Notes to Condensed Consolidated Financial Statements (unaudited)

4. Discontinued Operations

On July 31, 2024, a wholly owned subsidiary of Delek, entered into the Retail Purchase Agreement with a subsidiary of FEMSA. Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA agreed to purchase, 100% of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 Retail Stores under the Delek US Retail brand. As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360, to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets. The fair value assessment of the Retail Stores as of July 31, 2024 did not result in an impairment. We ceased depreciation of these assets as of July 31, 2024. The Retail Transaction closed on September 30, 2024.

Once the Retail Stores were identified as assets held for sale, the operations associated with these properties qualified for reporting as discontinued operations. Accordingly, the operating results, net of tax, from discontinued operations are presented separately in Delek’s condensed consolidated statements of income and the notes to the condensed consolidated financial statements have been adjusted to exclude the discontinued operations. Components of amounts reflected in income from discontinued operations are as follows (in millions):


	Three Months Ended March 31,

	2025		2024
Net revenues	$	—	$	193.5
Cost of material and other	0.5		(158.3)
Operating expenses	—		(24.7)
General and administrative expenses	(0.8)		(3.4)
Depreciation and amortization	—		(3.5)
Other operating loss, net	(0.1)		(0.1)

Other income, net	—		0.1

(Loss) income from discontinued operations before taxes	(0.4)		3.6
Income tax (benefit) expense	(0.1)		0.4
(Loss) income from discontinued operations, net of tax	$	(0.3)	$	3.2

5. Earnings (Loss) Per Share

Basic earnings (loss) per share (or "EPS") is computed by dividing net income (loss) by the weighted average common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss), as adjusted for changes to income that would result from the assumed settlement of the dilutive equity instruments included in diluted weighted average common shares outstanding, by the diluted weighted average common shares outstanding. For all periods presented, we have outstanding various equity-based compensation awards that are considered in our diluted EPS calculation (when to do so would be dilutive), and is inclusive of awards disclosed in Note 18 to these condensed consolidated financial statements. For those instruments that are indexed to our common stock, they are generally dilutive when the market price of the underlying indexed share of common stock is in excess of the exercise price.


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Notes to Condensed Consolidated Financial Statements (unaudited)

The following table sets forth the computation of basic and diluted earnings per share.


(In millions, except share and per share data)	Three Months Ended March 31,
		2025		2024
Numerator:
Numerator for EPS - continuing operations
Net loss from continuing operations		$	(158.2)	$	(28.4)

Less: Income from continuing operations attributed to non-controlling interests		14.2		7.4


Numerator for basic and diluted EPS from continuing operations attributable to Delek		$	(172.4)	$	(35.8)

Numerator for EPS - discontinued operations
(Loss) income from discontinued operations, including gain on sale of discontinued operations		$	(0.4)	$	3.6
Less: Income tax (benefit) expense		(0.1)		0.4


(Loss) income from discontinued operations, net of tax		$	(0.3)	$	3.2

Denominator:
Weighted average common shares outstanding (denominator for basic EPS)		62,115,776		64,021,988


Dilutive effect of stock-based awards		—		—
Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS)		62,115,776		64,021,988

EPS:
Basic loss per share:
Loss from continuing operations		$	(2.78)	$	(0.56)
Income from discontinued operations		—		0.05
Total basic loss per share		$	(2.78)	$	(0.51)
Diluted loss per share:
Loss from continuing operations		$	(2.78)	$	(0.56)
Income from discontinued operations		—		0.05
Total diluted loss per share		$	(2.78)	$	(0.51)

The following equity instruments were excluded from the diluted weighted average common shares outstanding because their effect would be anti-dilutive:
Antidilutive stock-based compensation (because average share price is less than exercise price)		2,823,263		829,292
Antidilutive due to loss		214,789		550,254
Total antidilutive stock-based compensation		3,038,052		1,379,546

6. Delek Logistics

Delek Logistics is a publicly traded limited partnership formed by Delek in 2012 that owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets. A substantial majority of Delek Logistics' assets are integral to Delek’s refining and marketing operations. As of March 31, 2025, we owned a 63.4% interest in Delek Logistics, consisting of 33,868,203 common limited partner units and the non-economic general partner interest. The limited partner interests in Delek Logistics not owned by us are reflected in net income attributable to non-controlling interest in the accompanying condensed consolidated statements of income and in non-controlling interest in subsidiaries in the accompanying condensed consolidated balance sheets.

Acquisition

On January 2, 2025, Delek Logistics completed the Gravity Acquisition in which it acquired water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million, subject to customary adjustments for net working capital. See Note 2 - Acquisitions for additional information.


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Notes to Condensed Consolidated Financial Statements (unaudited)

Common Units

On March 12, 2024, Delek Logistics completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (defined below). Underwriting discounts totaled $5.5 million.

On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Common Unit Purchase Agreement”) whereby Delek Logistics may repurchase common units from time to time from us in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”). The purchase price per common unit in each Repurchase will be the 30-day volume weighted average price of the common units at the close of trading on the day prior to the closing date, subject to certain limitations set forth in the Common Unit Purchase Agreement. During the three months ended March 31, 2025, 243,075 common units were repurchased from us 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, 2024. As of March 31, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.

Consolidated VIE

Delek Logistics is a VIE, as defined under GAAP, and is consolidated into our condensed consolidated financial statements, representing our logistics segment. The assets of Delek Logistics can only be used to settle its own obligations and its creditors have no recourse to our assets. Exclusive of intercompany balances, and prior to August 5, 2024, the marketing agreement intangible asset between Delek Logistics and Delek which are eliminated in consolidation, the Delek Logistics condensed consolidated balance sheets are included in the condensed consolidated balance sheets of Delek. The Delek Logistics condensed consolidated balance sheets are presented below (in millions):


	As of March 31, 2025		As of December 31, 2024
ASSETS
Cash and cash equivalents	$	2.1	$	5.4
Accounts receivable	68.7		54.7
Accounts receivable from related parties	54.9		33.3
Lease receivable - affiliate	21.1		22.8
Inventory	8.6		5.4
Other current assets	1.5		24.2
Property, plant and equipment, net	1,322.0		1,064.3
Equity method investments	317.5		317.2
Operating lease right-of-use assets	17.1		16.7
Goodwill	12.2		12.2
Intangible assets, net	363.6		281.5
Net lease investment - affiliate	189.7		193.1
Other non-current assets	16.5		10.8
Total assets	$	2,395.5	$	2,041.6
LIABILITIES AND EQUITY
Accounts payable	$	59.9	$	41.4


Current portion of operating lease liabilities	5.5		5.3
Accrued expenses and other current liabilities	32.0		42.1
Long-term debt, net of current portion	2,145.7		1,875.4
Asset retirement obligations	23.3		15.6
Operating lease liabilities, net of current portion	6.2		6.0
Other non-current liabilities	25.5		20.3

Equity	97.4		35.5
Total liabilities and equity	$	2,395.5	$	2,041.6


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Notes to Condensed Consolidated Financial Statements (unaudited)

7. Equity Method Investments

Delek Logistics Investments

Delek Logistics has a 50% investment in HoldCo which includes a 15.6% indirect interest in the WWP joint venture and related joint venture indebtedness.

HoldCo was originally formed by Delek and MPLX Operations LLC ("MPLX") to obtain financing and fund capital calls associated with our collective and contributed interests in the WWP joint venture. We had previously determined that HoldCo is a VIE. While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in HoldCo, and no single party has the power to direct the activities that most significantly impact HoldCo's economic performance.

Distributions received from WWP are first applied to service the debt of HoldCo's wholly owned finance LLC, with excess distributions made to the HoldCo members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements. The obligations of the HoldCo members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.

As of March 31, 2025, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to HoldCo, nor any third-party associated with HoldCo contracted work. Delek's maximum exposure to any losses incurred by HoldCo is limited to its investment.

As of March 31, 2025 and December 31, 2024, Delek's HoldCo investment balance totaled $91.5 million and $86.1 million, respectively.

Delek Logistics has a 33% membership interest in Red River Pipeline Company LLC (“Red River”), which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. As of March 31, 2025 and December 31, 2024, Delek's investment balance in Red River totaled $133.7 million and $136.5 million, respectively.

In addition, Delek Logistics has two other pipeline joint ventures in which it owns a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. to operate one of these pipeline systems and a 33% membership interest in Andeavor Logistics Rio Pipeline LLC which operates the other pipeline system. As of March 31, 2025 and December 31, 2024, Delek Logistics' investment balance in these joint ventures was $92.3 million and $94.6 million, respectively.

Other Investments

In addition to our pipeline joint ventures, we also have a 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S., as well as a 50% interest in a joint venture that owns, operates and maintains a terminal consisting of an ethanol unit train facility with an ethanol tank in Arkansas. As of March 31, 2025 and December 31, 2024, Delek's investment balance in these joint ventures was $79.3 million and $75.7 million, respectively. These investments are included in Refining in our segment disclosure.

8. Inventory

Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost determined using the first-in, first-out ("FIFO") basis or net realizable value.

The following table presents the components of inventory for each period presented (in millions):


	Titled Inventory		Inventory Intermediation Agreement (1)		Total
March 31, 2025
Feedstocks, raw materials and supplies	$	220.6	$	129.3	$	349.9
Refined products and blendstock	230.3		272.3		502.6

Total	$	450.9	$	401.6	$	852.5

December 31, 2024
Feedstocks, raw materials and supplies	$	246.5	$	131.5	$	378.0
Refined products and blendstock	243.4		271.8		515.2

Total	$	489.9	$	403.3	$	893.2

(1) Refer to Note 9 - Inventory Intermediation Obligations for further information.

At March 31, 2025, we recorded a pre-tax inventory valuation reserve of $1.1 million due to a market price decline below our cost of certain inventory products. At December 31, 2024, we recorded a pre-tax inventory valuation reserve of $0.9 million. For the three months ended March 31, 2025 and 2024, we recognized a net (increase) reduction in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of $(0.2) million and $8.8 million, respectively.


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Notes to Condensed Consolidated Financial Statements (unaudited)

9. Inventory Intermediation Obligations

The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement (in millions):


	As of March 31, 2025		As of December 31, 2024
Obligations under Inventory Intermediation Agreement
Obligations related to Base Layer Volumes	$	433.6	$	408.7
Current portion	—		—
Total obligations under Inventory Intermediation Agreement	$	433.6	$	408.7
Other payable (receivable) for monthly activity true-up	$	5.6	$	20.2

Included in the Inventory Intermediation Agreement are cost of financing associated with the value of the inventory and other periodic charges, which we include in interest expense, net in the condensed consolidated statements of income. In addition to the cost of financing charges, we have other intermediation fees which include market structure settlements, where we may pay or receive amounts based on market conditions and volumes subject to the intermediation agreement. These market structure settlements are recorded in cost of materials and other in the condensed consolidated statements of income. The following table summarizes these fees (in millions):


	Three Months Ended March 31,
		2025		2024
Net fees and expenses:
Inventory intermediation fees		$	11.4	$	(5.6)
Interest expense, net		$	13.1	$	16.5

On December 22, 2022, Delek entered into an inventory intermediation agreement ("Inventory Intermediation Agreement") with Citigroup Energy Inc. ("Citi") in connection with DK Trading & Supply, LLC (“DKTS”), an indirect subsidiary of Delek. Pursuant to the Inventory Intermediation Agreement, Citi will (i) purchase from and sell to DKTS crude oil and other petroleum feedstocks in connection with refining processing operations at El Dorado, Big Spring, and Krotz Springs, (ii) purchase from and sell to DKTS all refined products produced by such refineries other than certain excluded products and (iii) in connection with such purchases and sales, DKTS will enter into certain market risk hedges in each case, on the terms and subject to certain conditions.

On December 21, 2023, DKTS amended the Inventory Intermediation Agreement to among other things, (i) reduce Citi’s unilateral term extension option from a twelve month extension period to a six month extension period and (ii) increase the amount of the payment deferral mechanism from $70 million to $250 million. On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement. As of March 31, 2025 and December 31, 2024, we had letters of credit outstanding of $215.0 million and $200.0 million, respectively, supporting the Inventory Intermediation Agreement.

The Inventory Intermediation Agreement provides for the lease to Citi of crude oil and refined product storage facilities. At the inception of the Inventory Intermediation Agreement, we transferred title to a certain number of barrels of crude and other inventories to Citi, and the Inventory Intermediation Agreement requires the repurchase of the remaining inventory (including certain "Base Layer Volumes") at termination. As of March 31, 2025 and December 31, 2024, the volumes subject to the Inventory Intermediation Agreement totaled 5.5 million barrels and 5.5 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels.

The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by ASC 815 Derivatives and Hedging ("ASC 815") and ASC 825, Financial Instruments ("ASC 825"). Therefore, the crude oil and refined products barrels subject to the Inventory Intermediation Agreement will continue to be reported in our condensed consolidated balance sheets until processed and sold to a third party. At each reporting period, we record a liability equal to the repurchase obligation to Citi at current market prices. The repurchase obligations associated with the Base Layer Volumes are reflected as non-current liabilities on our condensed consolidated balance sheets to the extent that they are not contractually due within twelve months. The February 21, 2025 amendment did not change the base layer volumes of the Inventory Intermediation Agreement, and the liability associated with the base layer volumes is recorded as long-term in the accompanying condensed consolidated balance sheet. The remaining obligation resulting from our monthly activity, including long and short inventory positions valued at market-indexed pricing, are included in current liabilities (or receivables) on our condensed consolidated balance sheets.

Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other in the condensed consolidated statements of income. With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in fair value due to commodity-index price totaling $3.3 million and $(81.8) million during the three months ended March 31, 2025 and 2024, respectively. See Note 12 for discussion of gains and losses recognized from changes in fair value.


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Notes to Condensed Consolidated Financial Statements (unaudited)

10. Long-Term Obligations

Outstanding borrowings under debt instruments are as follows (in millions):


	March 31, 2025		December 31, 2024

Delek Term Loan Credit Facility	$	928.6	$	931.0
Delek Logistics Revolving Facility	705.1		435.4


Delek Logistics 2028 Notes	400.0		400.0
Delek Logistics 2029 Notes	1,050.0		1,050.0

Principle amount of long-term debt	3,083.7		2,816.4
Less: Unamortized discount and premium and deferred financing costs	48.4		51.2
Total debt, net of unamortized discount and premium and deferred financing costs	3,035.3		2,765.2
Less: Current portion of long-term debt	9.5		9.5
Long-term debt, net of current portion	$	3,025.8	$	2,755.7

Delek Term Loan Credit Facility

On November 18, 2022, Delek entered into an amended and restated term loan credit agreement (the "Delek Term Loan Credit Facility") providing for a senior secured term loan facility with an initial principal of $950.0 million at a discount of 4.00%. This senior secured facility allows for $400.0 million in incremental loans subject to certain restrictions. Repayment terms include quarterly principal payments of $2.4 million with the balance of principal due on November 19, 2029. At Delek’s option, borrowings bear interest at either the Adjusted Term Secured Overnight Financing Rate ("SOFR") or base rate as defined by the agreement, plus an applicable margin of 2.50% per annum with respect to base rate borrowings and 3.50% per annum with respect to SOFR borrowings. At March 31, 2025 and December 31, 2024, the weighted average borrowing rate was approximately 7.42% and 7.44%, respectively. The effective interest rate was 8.62% as of March 31, 2025.

Available capacity and amounts outstanding for each of our revolving credit facilities as of March 31, 2025 are shown below (in millions):


	Total Capacity		Outstanding Borrowings		Outstanding Letters of Credit		Available Capacity		Maturity Date
Delek Revolving Credit Facility (1)	$	1,100.0	$	—	$	383.0	$	717.0	October 26, 2027
Delek Logistics Revolving Facility (2)	$	1,150.0	$	705.1	$	—	$	444.9	October 13, 2027
United Community Bank Revolver (3)	$	25.0	$	—	$	—	$	25.0	June 30, 2026

(1) Total capacity includes letters of credit up to $500.0 million. This facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.30% per annum. Interest is measured at either the SOFR, base rate, or Canadian dollar bankers’ acceptances rate (“CDOR”), plus an applicable margin of 0.25% to 0.75% per annum with respect to base rate borrowings or 1.25% to 1.75% per annum with respect to SOFR and CDOR.
(2) Total capacity includes letters of credit up to $146.9 million and $31.9 million for swing line loans. This facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.45% per annum. Interest is measured at either the U.S. dollar prime rate plus an applicable margin of 1.00% to 2.00% depending on Delek Logistics’ leverage ratio, or a SOFR rate plus a credit spread adjustment of 0.10% to 0.25% and an applicable margin ranging from 2.00% to 3.00% depending on the Delek Logistics’ leverage ratio. As of March 31, 2025 and December 31, 2024, the weighted average interest rate was 7.19% and 7.27%, respectively.
(3) Interest is measured as a variable rate equal to the Wall Street Journal Prime Rate minus 0.50%. Requires a quarterly fee of 0.25% per year on the average unused revolving commitment.

Delek Logistics 2029 Notes

On March 13, 2024, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $650.0 million in aggregate principal amount of the Co-issuers 8.625% Senior Notes due 2029 (the “Delek Logistics 2029 Notes”), at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to redeem the Delek Logistics 2025 Notes including accrued interest, pay off the Delek Logistics Term Loan Facility including accrued interest and to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

On April 17, 2024, the Co-issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 101.25% and on August 16, 2024, the Co-issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029, at 103.25% (collectively, the "Additional 2029 Notes"). The Additional 2029 Notes were issued under the same indenture as the Delek Logistics 2029 Notes and formed a part of the same series of notes as the Delek Logistics 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.


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Notes to Condensed Consolidated Financial Statements (unaudited)

The Delek Logistics 2029 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries other than Finance Corp. and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries. The Delek Logistics 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Co-issuers, and senior in right of payment to any future subordinated indebtedness of the Co-issuers. The Delek Logistics 2029 Notes will mature on March 15, 2029, and interest is payable semi-annually in arrears on each March 15 and September 15. As of March 31, 2025, the effective interest rate was 8.81%.

Delek Logistics 2028 Notes

On May 24, 2021, Delek Logistics and Finance Corp. issued general unsecured senior obligations comprised of $400.0 million in aggregate principal amount of 7.125% senior notes maturing June 1, 2028 ("the Delek Logistics 2028 Notes"). The Delek Logistics 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries (other than Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries. Interest is payable semi-annually in arrears on June 1 and December 1. As of March 31, 2025, the effective interest rate was 7.38%.

2024 Debt Extinguishment

Delek Logistics Term Loan Facility

On October 13, 2022, Delek Logistics entered into a senior secured term loan with an original principal of $300.0 million (the "Delek Logistics Term Loan Facility"). The outstanding principal balance of $281.3 million was paid on March 13, 2024 from a portion of the proceeds received from the issuance of the Delek Logistics 2029 Notes. Debt extinguishment costs were $2.1 million for the three months ended March 31, 2024 and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Delek Logistics 2025 Notes

In May 2018, Delek Logistics and Finance Corp. issued general unsecured senior obligations comprised of $250.0 million in aggregate principal of 6.75% senior notes maturing on May 15, 2025 ("the Delek Logistics 2025 Notes"). Concurrent with the issuance of the Delek Logistics 2029 Notes, Delek Logistics made a cash tender offer (the "Offer") for all of the outstanding Delek Logistic 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer. Delek Logistics received tenders from holders of approximately $156.2 million in aggregate principal amount. All the remaining Delek Logistic 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption. Debt extinguishment costs were $1.5 million for the three months ended March 31, 2024 and were recorded in interest expense, net in the accompanying condensed consolidated statements of income.

Guarantees Under Revolver and Term Facilities

The obligations of the borrowers under the Delek Term Loan Credit Facility and the Delek Revolving Credit Facility are guaranteed by Delek and each of its direct and indirect, existing and future, wholly-owned domestic subsidiaries, subject to customary exceptions and limitations, and excluding Delek Logistics Partners, LP, Delek Logistics GP, LLC, and each subsidiary of the foregoing (collectively, the "MLP Subsidiaries"). Borrowings under the Delek Term Loan Credit Facility and the Delek Revolving Credit Facility are also guaranteed by DK Canada Energy ULC, a British Columbia unlimited liability company and a wholly-owned restricted subsidiary of Delek.

The obligations under the Delek Logistics Revolving Facility are secured by first priority liens on substantially all of Delek Logistics' tangible and intangible assets.

Restrictive Terms and Covenants

Under the terms of our debt facilities, we are required to comply with usual and customary financial and non-financial covenants. Certain of our debt facilities contain limitations on future transactions such as incurrence of additional indebtedness, investments, affiliate transactions, asset acquisitions or dispositions, and dividends or distributions. As of March 31, 2025, we were in compliance with covenants on all of our debt instruments.

Some of Delek's subsidiaries have restrictions in their respective credit facilities limiting their use of assets. As of March 31, 2025, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use


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Notes to Condensed Consolidated Financial Statements (unaudited)

11. Derivative Instruments

We use the majority of our derivatives to reduce normal operating and market risks with the primary objective of reducing the impact of market price volatility on our results of operations. As such, our use of derivative contracts is aimed at:

•limiting our exposure to commodity price fluctuations on inventory above or below target levels (where appropriate) within each of our segments;

•managing our exposure to commodity price risk associated with the purchase or sale of crude oil, feedstocks/intermediates and finished grade fuel within each of our segments;

•managing our exposure to market crack spread fluctuations;

•managing the cost of our Renewable Identification Numbers ("RINs") credits required by the U.S. Environmental Protection Agency ("EPA") to blend biofuels into fuel products ("RINs Obligation") using future commitments to purchase or sell RINs at fixed prices and quantities; and

•limiting the exposure to interest rate fluctuations on our floating rate borrowings.

We primarily utilize commodity swaps, futures, forward contracts and options contracts, generally with maturity dates of three years or less, and from time to time interest rate swaps or caps to achieve these objectives. Futures contracts are standardized agreements, traded on a futures exchange, to buy or sell the commodity at a predetermined price and location at a specified future date. Options provide the right, but not the obligation to buy or sell a commodity at a specified price in the future. Commodity swaps and futures contracts require cash settlement for the commodity based on the difference between a fixed or floating price and the market price on the settlement date, and options require payment/receipt of an upfront premium. Because these derivatives are entered into to achieve objectives specifically related to our inventory and production risks, such gains and losses (to the extent not designated as accounting hedges and recognized on an unrealized basis in other comprehensive income) are recognized in cost of materials and other.

On August 20, 2024, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility. The aggregate notional amount under this agreement covers $500.0 million of the outstanding principal throughout the duration of the interest rate swap. Because this swap was entered into to achieve objectives specifically related to our interest expense, such gains and losses are recognized in interest expense, net on the condensed consolidated statements of income.

Forward contracts are agreements to buy or sell a commodity at a predetermined price at a specified future date, and for our transactions, generally require physical delivery. Forward contracts where the underlying commodity will be used or sold in the normal course of business qualify as normal purchases and normal sales ("NPNS") pursuant to ASC 815. If we elect the NPNS exception, such forward contracts are not accounted for as derivative instruments but rather are accounted for under other applicable GAAP. Commodity forward contracts accounted for as derivative instruments are recorded at fair value with changes in fair value recognized in earnings in the period of change. Our Canadian crude trading operations are accounted for as derivative instruments, and the related unrealized and realized gains and losses are recognized in other operating income, net on the condensed consolidated statements of income. Additionally, as of and for the three months ended March 31, 2025, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below.

Futures, swaps or other commodity related derivative instruments that are utilized to specifically provide economic hedges on our Canadian forward contract or investment positions are recognized in other operating income, net because that is where the related underlying transactions are reflected.

From time to time, we also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our RINs Obligation. These future RINs commitment contracts meet the definition of derivative instruments under ASC 815, and are recorded at estimated fair value in accordance with the provisions of ASC 815. Changes in the fair value of these future RINs commitment contracts are recorded in cost of materials and other on the condensed consolidated statements of income. As of March 31, 2025, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.

The following table presents the fair value of our derivative instruments as of March 31, 2025 and December 31, 2024. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under our master netting arrangements, including cash collateral on deposit with our counterparties. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements. As a result, the asset and liability amounts below differ from the amounts presented in our condensed consolidated balance sheets. See Note 12 for further information regarding the fair value of derivative instruments (in millions).


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Notes to Condensed Consolidated Financial Statements (unaudited)


		March 31, 2025				December 31, 2024
Derivative Type	Balance Sheet Location	Assets		Liabilities		Assets		Liabilities
Derivatives not designated as hedging instruments:
Commodity derivatives (1)	Other current assets	$	24.1	$	(24.7)	$	19.5	$	(22.0)
Commodity derivatives (1)	Other current liabilities	—		—		5.4		(5.4)

Commodity derivatives (1)	Other long-term liabilities	0.1		(0.6)		—		—
RINs commitment contracts (2)	Other current assets	1.3		—		0.3		—
RINs commitment contracts (2)	Other current liabilities	—		(0.1)		—		(5.6)
Interest rate swap derivatives	Other current assets	2.7		—		3.5		—

Interest rate swap derivatives	Other long-term liabilities	0.4		(3.3)		4.8		(5.1)
Total gross fair value of derivatives		28.6		(28.7)		33.5		(38.1)
Less: Counterparty netting and cash collateral (3)		24.0		(24.8)		19.9		(27.4)
Total net fair value of derivatives		$	4.6	$	(3.9)	$	13.6	$	(10.7)

(1)As of March 31, 2025 and December 31, 2024, we had open derivative positions representing 21,438,450 and 18,471,700 barrels, respectively, of crude oil and refined petroleum products. Additionally, as of March 31, 2025, we had no open derivative positions representing natural gas products. We had 1,495,000 open derivative positions of natural gas products as of December 31, 2024.

(2)As of March 31, 2025 and December 31, 2024, we had open RINs commitment contracts representing 28,815,458 and 36,000,000 RINs, respectively.

(3)As of March 31, 2025 and December 31, 2024, $0.8 million and $7.5 million, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.

Total gains (losses) on our non-trading commodity derivatives and RINs commitment contracts recorded in the condensed consolidated statements of income are as follows (in millions) (3):


	Three Months Ended March 31,
		2025		2024
Gains (losses) on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1)		$	15.3	$	(21.7)
Losses on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2)		(2.2)		—




Total gains (losses)		$	13.1	$	(21.7)

(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains of $1.6 million and losses of $(9.0) million for the three months ended March 31, 2025 and 2024, respectively.

(2) Losses on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $(3.4) million for the three months ended March 31, 2025. There were no unrealized gains (losses) on interest rate derivatives that are economic hedges, but not designated as hedging instruments for the three months ended March 31, 2024.

(3) See separate table below for disclosures about "trading derivatives".

Total gains (losses) on our trading derivatives (none of which were designated as hedging instruments) recorded in other operating income, net on the condensed consolidated statements of income are as follows (in millions):


	Three Months Ended March 31,
		2025		2024

Trading Physical Forward Contract Commodity Derivatives
Realized gains		$	—	$	0.2
Unrealized gains (losses)		—		—
Total		$	—	$	0.2


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Notes to Condensed Consolidated Financial Statements (unaudited)

12. Fair Value Measurements

Our assets and liabilities that are measured at fair value include commodity derivatives, investment commodities, environmental credits obligations, and our Inventory Intermediation Agreement. ASC 820, Fair Value Measurements ("ASC 820") requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants.

Our commodity derivative contracts, which consist of commodity swaps, exchange-traded futures, options and physical commodity forward purchase and sale contracts (that do not qualify for the NPNS exception under ASC 815), are valued based on exchange pricing and/or price index developers such as Platts or Argus and are, therefore, classified as Level 2.

Our RINs commitment contracts are future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our "Consolidated Net RINs Obligation" which is the sum of our individual obligated parties’ Net RINs Obligations as well as RINs held by our non-obligated parties which meet our recognition criteria. These RINs commitment contracts (which are forward contracts accounted for as derivatives – see Note 11) are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service.

Our interest rate swap is valued based on discounted cash flow models that incorporate the cash flows of the derivatives, as well as the current SOFR rate and a forward SOFR curve, along with other observable market inputs and are, therefore, classified as Level 2.

Our environmental credits obligation includes the Consolidated Net RINs Obligation, as well as other environmental credit obligation positions subject to fair value accounting pursuant to our accounting policy. The environmental credits obligation is categorized as Level 2, if measured at fair value either directly through observable inputs or indirectly through market-corroborated inputs, and gains (losses) related to changes in fair value are recorded as a component of cost of materials and other in the condensed consolidated statements of income. With respect to our Consolidated Net RINs Obligation, we recognized losses of $(1.1) million on changes in fair value for the three months ended March 31, 2025, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of the quarter. There were no changes in fair value for the three months ended March 31, 2024.

We elected to account for our Inventory Intermediation step-out liability at fair value in accordance with ASC 825, as it pertains to the fair value option. This standard permits the election to carry financial instruments and certain other items similar to financial instruments at fair value on the balance sheet, with all changes in fair value reported in earnings. With respect to the Inventory Intermediation Agreement, we apply fair value measurement as follows: (1) we determine fair value for our amended variable step-out liability based on changes in fair value related to market volatility based on a floating commodity-index price, and for our amended fixed step-out liability based on changes to interest rates and the timing and amount of expected future cash settlements where such obligation is categorized as Level 2. Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other, and changes in fair value due to interest rate risk are recorded as a component of interest expense in the condensed consolidated statements of income; and (2) we determine fair value of the commodity-indexed revolving over/short inventory financing liability based on the market prices for the consigned crude oil and refined products collateralizing the financing/funding where such obligation is categorized as Level 2 and is presented in the current portion of the obligation under Inventory Intermediation Agreement on our condensed consolidated balance sheets. Gains (losses) related to the change in fair value are recorded as a component of cost of materials and other in the condensed consolidated statements of income. See Note 9 for discussion of gains and losses recognized from changes in fair value.

The fair value of the Delek Logistics 2028 Notes is measured based on quoted market prices in an active market, defined as Level 1 in the fair value hierarchy. The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $400.0 million and $400.2 million, respectively, as of March 31, 2025, and $400.0 million and $399.1 million, respectively, at December 31, 2024.

Also, the fair value of the Delek Logistics 2029 Notes is measured based on quoted market prices in an active market, defined as Level 1 in the fair value hierarchy. The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $1,050.0 million and $1,088.7 million, respectively, as of March 31, 2025, and $1,050.0 million and $1,086.9 million, respectively, at December 31, 2024.


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Notes to Condensed Consolidated Financial Statements (unaudited)

The fair value approximates the historical or amortized cost basis comprising our carrying value for all other financial instruments and therefore are not included in the table below. The fair value hierarchy for our financial assets and liabilities accounted for at fair value on a recurring basis was as follows (in millions):


	As of March 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Commodity derivatives	$	—	$	24.2	$	—	$	24.2

Interest rate swap derivatives	—		3.1		—		3.1
RINs commitment contracts	—		1.3		—		1.3


Total assets	—		28.6		—		28.6
Liabilities
Commodity derivatives	—		(25.3)		—		(25.3)
Interest rate swap derivatives	—		(3.3)		—		(3.3)
RINs commitment contracts	—		(0.1)		—		(0.1)
Environmental credits obligation deficit	—		(61.6)		—		(61.6)
Inventory Intermediation Agreement obligation	—		(433.6)		—		(433.6)
Total liabilities	—		(523.9)		—		(523.9)
Net liabilities	$	—	$	(495.3)	$	—	$	(495.3)


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Commodity derivatives	$	—	$	24.9	$	—	$	24.9
Interest rate swap derivatives	—		8.3		—		8.3
RINs commitment contracts	—		0.3		—		0.3

Total assets	—		33.5		—		33.5
Liabilities
Commodity derivatives	—		(27.4)		—		(27.4)
Interest rate derivatives	—		(5.1)		—		(5.1)
RINs commitment contracts	—		(5.6)		—		(5.6)
Environmental credits obligation deficit	—		(30.6)		—		(30.6)
Inventory Intermediation Agreement obligation	—		(408.7)		—		(408.7)
Total liabilities	—		(477.4)		—		(477.4)
Net liabilities	$	—	$	(443.9)	$	—	$	(443.9)

The derivative values above are based on analysis of each contract as the fundamental unit of account as required by ASC 820. In the table above, derivative assets and liabilities with the same counterparty are not netted where the legal right of offset exists. This differs from the presentation in the financial statements which reflects our policy, wherein we have elected to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty and where the legal right of offset exists. As of March 31, 2025 and December 31, 2024, $0.8 million and $7.5 million, respectively, of cash collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty. See Note 11 for further information regarding derivative instruments.

Non-Recurring Fair Value Measurements

The Gravity Acquisition was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the closing date. The fair value measurements were based on a combination of valuation methods including discounted cash flows, the market approach and obsolescence adjusted replacement costs, all of which are Level 3 inputs.


25 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

13. Commitments and Contingencies

Litigation

In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements. Certain environmental matters that have or may result in penalties or assessments are discussed below in the "Environmental, Health and Safety" section of this note.

Environmental, Health and Safety

We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the EPA, the U.S. Department of Transportation and the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices, pollution prevention measures and the composition of the fuels we produce, as well as the safe operation of our plants and pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our refineries, renewable fuels facilities, terminals, pipelines, underground storage tanks, trucks, rail cars and related operations, and may be subject to revocation, modification and renewal.

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which we manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations.

As of March 31, 2025, we have recorded an environmental liability of approximately $36.3 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own. This liability includes estimated costs for ongoing investigation and remediation efforts for known contamination of soil and groundwater. Approximately $4.0 million of the total liability is expected to be expended over the next 12 months, with most of the balance expended by 2039, although some costs may extend up to 25 years. In the future, we could be required to extend the expected remediation period or undertake additional investigations of our refineries, pipelines and terminal facilities, which could result in the recognition of additional remediation liabilities.

We are also subject to various regulatory requirements related to carbon emissions and the compliance requirements to remit environmental credit obligations due to the EPA or other regulatory agencies, the most significant of which relates to the RINs Obligation subject to the EPA’s Renewable Fuel Standard - 2 ("RFS-2") regulations. The RFS-2 regulations are highly complex and evolving, requiring us to periodically update our compliance systems. As part of our on-going monitoring and compliance efforts, on an annual basis we engage a third party to perform procedures to review our RINs inventory, processes and compliance. The results of such procedures may include procedural findings but may also include findings regarding the usage of RINs to meet past obligations, the treatment of exported RINs, and the propriety of RINs on-hand and related adjustments to our RINs inventory, which (to the extent they are valued) offset our RINs Obligation. Such adjustments may also require communication with the EPA if they involve reportable non-compliance which could lead to the assessment of penalties.

14. Income Taxes

Under ASC 740, Income Taxes (“ASC 740”), we generally use an estimated annual tax rate to record income taxes. For interim financial reporting, except in specified cases, the quarterly income tax provision aligns with the estimated annual tax rate, updated each quarter based on revised full-year pre-tax book earnings. In certain situations, the estimated annual tax rate may distort the interim income tax provision due to significant permanent differences. In such cases, the interim income tax provision is based on the year-to-date effective tax rate, adjusting for permanent differences proportionally. In the three months ended March 31, 2025, income taxes were calculated based on the estimated annual effective tax rate. In the three months ended March 31, 2024, income taxes were calculated based on the year-to-date effective tax rate as a proxy for the estimated annual effective tax rate. Our effective tax rate for continuing operations was 18.9% and 21.1% for the three months ended March 31, 2025 and 2024, respectively. The difference between the effective tax rate and the statutory rate is generally attributable to permanent differences and discrete items. The change in our effective tax rate for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was primarily due to a decrease in quarter-to-date pre-tax earnings, the impact of fixed dollar favorable permanent adjustments, and changes in valuation allowances on the quarter.


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Notes to Condensed Consolidated Financial Statements (unaudited)

15. Related Party Transactions

Our related party transactions consist primarily of transactions with our equity method investees (See Note 7). Transactions with our related parties were as follows for the periods presented (in millions):


	Three Months Ended March 31,
		2025		2024
Revenues (1)		$	21.1	$	22.0
Cost of materials and other (2)		$	43.7	$	57.8

(1)Consists primarily of asphalt sales which are recorded in the refining segment.

(2)Consists primarily of pipeline throughput fees paid by the refining segment and asphalt purchases.

16. Other Current Assets and Liabilities

The detail of other current assets is as follows (in millions):


Other Current Assets	March 31, 2025		December 31, 2024
Prepaid expenses	$	73.4	$	69.2
Short-term derivative assets (see Note 11)	4.1		8.8
Income and other tax receivables	5.1		6.7




Other	7.2		0.8
Total	$	89.8	$	85.5

The detail of accrued expenses and other current liabilities is as follows (in millions):


Accrued Expenses and Other Current Liabilities	March 31, 2025		December 31, 2024
Product financing agreements	$	237.2	$	185.9
Crude purchase liabilities	191.9		193.9
Income and other taxes payable	93.1		101.1
Consolidated Net RINs Obligation deficit (see Note 12)	61.6		30.6
Employee costs	31.3		43.2
Deferred revenue	17.9		6.9
Short-term derivative liabilities (see Note 11)	0.1		5.6
Other	75.2		82.3
Total	$	708.3	$	649.5

17. Restructuring and Other Charges

During the fiscal year 2022, we initiated a cost optimization plan to improve efficiencies and align our workforce with strategic activities and operations. The recorded costs include an accrual of $3.9 million and $10.4 million as of March 31, 2025 and December 31, 2024, respectively.

We anticipate concluding our restructuring activities by the end of fiscal year 2026. Future cost estimates for these initiatives are continuing to be developed.

The detail of restructuring costs is as follows (in millions):


		Three Months Ended March 31, 2025
Type of Costs	Statement of Income Location	Refining		Logistics		Corporate, Other and Eliminations		Consolidated
Consulting fees, severance costs and equity based compensation	General and administrative expenses	$	—	$	—	$	7.5	$	7.5
Severance costs and equity based compensation	Operating expenses	0.3		—		0.6		0.9


Total		$	0.3	$	—	$	8.1	$	8.4


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Notes to Condensed Consolidated Financial Statements (unaudited)


		Three Months Ended March 31, 2024
Type of Costs	Statement of Income Location	Refining		Logistics		Corporate, Other and Eliminations		Consolidated
Consulting fees and severance costs	General and administrative expenses	$	—	$	—	$	3.2	$	3.2


Total		$	—	$	—	$	3.2	$	3.2

18. Equity-Based Compensation

Delek US Holdings, Inc. 2006 and 2016 and Alon USA Energy, Inc. 2005 Long-Term Incentive Plans (collectively, the "Incentive Plans")

Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $5.9 million and $6.2 million for the three months ended March 31, 2025 and 2024, respectively. These amounts, excluding amounts related to discontinued operations of $0.1 million for the three months ended March 31, 2024, are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income. As of March 31, 2025, there was $38.0 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.5 years.

We issued net shares of common stock of 61,150 and 44,374 as a result of exercised or vested equity-based awards during the three months ended March 31, 2025 and 2024, respectively. These amounts are net of 25,730 and 35,434 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three months ended March 31, 2025 and 2024, respectively.

19. Shareholders' Equity

Dividends

For 2025, our Board of Directors declared the following dividends:

Approval Date

Dividend Amount Per Share

Record Date

Payment Date

February 18, 2025

$0.255

March 3, 2025

March 10, 2025

April 29, 2025

$0.255

May 12, 2025

May 19, 2025

Stock Repurchase Program

Our Board of Directors has authorized a share repurchase program under which repurchases of Delek common stock may be executed through open market transactions or privately negotiated transactions, in accordance with applicable securities laws. The timing, price and size of repurchases are made at the discretion of management and will depend on prevailing share prices, general economic and market conditions and other considerations. The authorization has no expiration date. During the three months ended March 31, 2025, 2,009,420 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $31.5 million. No shares were repurchased for the three months ended March 31, 2024. As of March 31, 2025, there was $512.1 million of authorization remaining under Delek's aggregate stock repurchase program.

20. Subsequent Events

Delek Logistics

On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending business to Delek Logistics (the "DPG Dropdown”). In connection with the DPG Dropdown, Delek Logistics will assume all of the rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System. Total consideration included the execution of the Termination Agreement (as defined below), the execution of the Throughput Agreement (as defined below), the execution of the El Dorado Purchase Agreement (as defined below) and cancellation of $58.8 million in payables owed to Delek Logistics.

On May 1, 2025, we entered into a termination agreement with Delek Logistics to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026 ("Termination Agreement").


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Notes to Condensed Consolidated Financial Statements (unaudited)

where we will purchase the related El Dorado rail facility assets from Delek Logistics for cash consideration of $25.0 million (the “El Dorado Purchase”). The El Dorado Purchase is currently set to close January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides for an increase in the Administrative Fee (as defined therein) which will be phased in over 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.

These transactions with Delek Logistics will be eliminated in consolidation.

Interest Rate Swap

On May 2, 2025, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility. The aggregate notional amount under this agreement covers $200.0 million of the outstanding principal throughout the duration of the interest rate swap.


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Management's Discussion and Analysis

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is management’s analysis of our financial performance and of significant trends that may affect our future performance. The MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 26, 2025 (the "Annual Report on Form 10-K"). Those statements in the MD&A that are not historical in nature should be deemed forward-looking statements that are inherently uncertain.

Delek US Holdings, Inc. is a registrant pursuant to the Securities Act of 1933, as amended ("Securities Act") and is listed on the New York Stock Exchange ("NYSE") under the ticker symbol "DK". Unless otherwise noted or the context requires otherwise, the terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek US Holdings, Inc. and its consolidated subsidiaries for all periods presented. You should read the following discussion of our financial condition and results of operations in conjunction with our historical condensed consolidated financial statements and notes thereto.

The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, the Company’s website (www.delekus.com), the investor relations section of its website (ir.delekus.com), the news section of its website (www.delekus.com/news), and/or social media, including its X account (@DelekUSHoldings). The Company encourages investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"). These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, statements that refer to the acquisition of 3 Bear Delaware Holding – NM, LLC ("Delaware Gathering") (the "Delaware Gathering Acquisition"), the acquisition of H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream") (the "H2O Midstream Acquisition") and the acquisition of Gravity Water Intermediate Holdings LLC ("Gravity") (the "Gravity Acquisition"), including any statements regarding the expected benefits, synergies, growth opportunities, impact on liquidity and prospects, and other financial and operating benefits thereof, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the outbreak of a pandemic and its impact on oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning possible future results of operations, business and growth strategies, including as the same may be impacted by any ongoing military conflict, such as the war between Russia and Ukraine ("the Russia-Ukraine War") and the conflict between Israel and Hamas (the "Israel-Hamas War"), financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, including the sale of our retail fuel and convenience stores (the "Retail Stores") to a subsidiary of Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”), statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to:

•volatility in our refining margins or fuel gross profit as a result of changes in the prices of crude oil, other feedstocks and refined petroleum products;

•reliability of our operating assets;

•actions of our competitors and customers;

•changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments, including current and future restrictions on commercial and economic activities in response to future public health crises;

•our ability to execute our long-term sustainability strategy and growth through acquisitions and dispositions such as the sale of our Retail Stores, the Gravity Acquisition, the H2O Midstream Acquisition, the Delaware Gathering Acquisition and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies;

•diminishment in value of long-lived assets may result in an impairment in the carrying value of the assets on our balance sheet and a resultant loss recognized in the statement of operations;

•the impact on commercial activity and other economic effects of any widespread public health crisis, including uncertainty regarding the timing, pace and extent of economic recovery following any such crisis;

•general economic and business conditions affecting the southern, southwestern and western United States ("U.S")., particularly levels of spending related to travel and tourism;

•volatility under our derivative instruments;

•deterioration of creditworthiness or overall financial condition of a material counterparty (or counterparties);

•unanticipated increases in cost or scope of, or significant delays in the completion of, our capital improvement safety initiative and periodic turnaround projects;


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Management's Discussion and Analysis

•risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our pipelines and/or held in our terminals;

•operating hazards, natural disasters, weather related disruptions, casualty losses and other matters beyond our control;

•increases in our debt levels or costs;

•possibility of accelerated repayment on a portion of our Inventory Intermediation Agreement obligation if the purchase price adjustment feature triggers a change on the re-pricing dates;

•changes in our ability to continue to access the credit markets;

•compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements;

•changes in our ability to pay dividends;

•seasonality;

•the decline in margins impacting current results and forecasts could result in impairments in certain of our long-lived or indefinite-lived assets, including goodwill, or have other financial statement impacts that cannot currently be anticipated;

•earthquakes, hurricanes, tornadoes, and other weather events, which can unforeseeably affect the price or availability of electricity, natural gas, crude oil, and other feedstocks, critical supplies, refined petroleum products and ethanol;

•increases in costs of compliance with, or liability for violation of, existing or future laws, regulations and other requirements;

•societal, legislative and regulatory measures to address climate change and greenhouse gases emissions ("GHG");

•our ability to execute our sustainability improvement plans, including GHG reduction targets;

•acts of terrorism (including cyber-terrorism) aimed at either our facilities or other facilities;

•impacts of global conflicts such as the Israel-Hamas War and the Russia-Ukraine War;

•future decisions by the Organization of Petroleum Exporting Countries ("OPEC") and the members of other leading oil producing countries (together with OPEC, “OPEC+”) regarding production and pricing and disputes between OPEC+ members regarding the same;

•disruption, failure, or cybersecurity breaches affecting or targeting our information technology ("IT"), systems and controls, our infrastructure, or the infrastructure of our cloud-based IT service providers;

•changes in the cost or availability of transportation for feedstocks and refined products; and

•other factors discussed under Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in our other filings with the SEC.

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. 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 future results or period trends. We can give no assurances that any of the events anticipated by any 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. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.


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Management's Discussion and Analysis

Executive Summary: Management's View of Our Business and Strategic Overview


Management's View of Our Business

We are an integrated downstream energy business focused on petroleum refining and the transportation, storage and wholesale distribution of crude oil, intermediate and refined products as well as wastewater processing, disposal and recycling.

Business and Economic Environment Overview

Our focus on safe and reliable operations is a pillar which underlines all of our business activities. We continue to identify opportunities to mitigate market risk and focus on efforts that improve our overall cost structure while not compromising operational excellence. During the first quarter of 2025, we continued to make progress on our "sum of the parts" efforts. Our logistics segment (or "Logistics") successfully closed the Gravity Acquisition which includes integrated full-cycle water systems in the Permian Basin, in addition to produced water gathering, and transportation assets in the Bakken, and along with the H2O Midstream Acquisition, provide a strong opportunity for integrated crude and water services to Delek Logistics customers. This acquisition represents another significant step in Delek Logistics' commitment of being a full suite crude, gas and water midstream services provider in the Permian Basin in addition to diversifying our logistics customer base to include more third-party customers. We expect that the Gravity Acquisition will be immediately accretive, delivering incremental contribution margin and cash flows. Subsequent to March 31, 2025, we entered into additional agreements with Delek Logistics which put additional midstream commercial activities in Delek Logistics and bring refining related activities and assets back to the Refining Segment. Additionally, these transactions increase consolidated financial availability by approximately $250 million.

During the first quarter of 2025, the Refining segment continued to navigate a complex landscape including volatile crude oil prices and economic uncertainty. While crack spreads declined compared to the first quarter of 2024, they increased from the 2024 lows experienced toward the end of the year. Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements, supported EBITDA growth, while our capital deployment remained aligned with our strategic priorities. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential widened unfavorably during 2025. Though refining margins softened compared to the first quarter of 2024, demand for refined products continues to be strong. Logistics continued to contribute strong results driven by incremental contributions from H2O Midstream and Gravity. We will continue to execute on our priorities of running safe and reliable operations, making further progress on our "sum of the parts" efforts, and delivering shareholder value while maintaining our financial strength and flexibility.

The near term economic outlook still has uncertainty with the introduction of widespread tariffs by the U.S., geopolitical instability and commodity market volatility. 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. As a result, we continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure. We continued to advance our strategic initiatives aimed at long-term value creation. This includes the progress made on our EOP. During 2024, we announced a new EOP which includes initiatives that are focused on improving our financial health and ability to generate cash flows. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses specifically at the Big Spring Refinery and Krotz Springs Refinery and lowering interest expense. The EOP also includes stronger margins including accretive minimal capital projects in our Refining segment and commercial improvements including market optionality, improved product slate and optimization. By executing on our initiatives to optimize our cost structure, we are positioning the Company in the event of lower crack spreads and volatility in the commodity markets.

We want to reward our shareholders with a disciplined and balanced capital allocation framework. As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate. As of March 31, 2025, we returned $47.4 million of capital in 2025 to shareholders through dividends and share buybacks.

Our near-term focus is centered around the following: (1) operations excellence, (2) financial strength and flexibility and (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams. See further discussion in the "Strategic Objectives" section below.

See further discussion on macroeconomic factors and market trends, including the impact on 2025, in the ‘Market Trends’ section below.


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Management's Discussion and Analysis

Other 2025 Developments

Acquisition of Gravity

On January 2, 2025, Delek Logistics acquired 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Gravity Purchase Agreement") related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash and 2,175,209 of Delek Logistics’ common units.

Inventory Intermediation Agreement Amendment

On February 21, 2025, DK Trading & Supply, LLC ("DKTS") amended the inventory intermediation agreement ("Inventory Intermediation Agreement") with Citigroup Energy Inc. ("Citi") to among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement.

Delek Logistics

On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending business to Delek Logistics (the "DPG Dropdown”). In connection with the DPG Dropdown, Delek Logistics will assume all of the rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System. Total consideration included the execution of the Termination Agreement (as defined below), the execution of the Throughput Agreement (as defined below), the execution of the El Dorado Purchase Agreement” (as defined below) and cancellation of $58.8 million in payables owed to Delek Logistics.

On May 1, 2025, in connection with the DPG Dropdown, we amended and restated a throughput agreement with Delek Logistics for the El Dorado rail facility (the “Throughput Agreement”), which includes a minimum volume commitment for refined products until the termination of the Throughput Agreement, which will occur at the closing of the El Dorado Purchase (as defined below). Additionally, on May 1, 2025, in connection with the DPG Dropdown, we entered into an asset purchase agreement with Delek Logistics (the “El Dorado Purchase Agreement”), where we will purchase the related El Dorado rail facility assets from Delek Logistics for cash consideration of $25.0 million (the “El Dorado Purchase”). The El Dorado Purchase is currently set to close January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

These transactions with Delek Logistics will be eliminated in consolidation.

Information About Our Segments

Prior to July 2024, we aggregated our operating segments into three reportable segments: refining, logistics, and retail. However, in July 2024, we entered into a definitive equity purchase agreement (the "Retail Purchase Agreement") with FEMSA. Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA has agreed to purchase, 100% of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 retail fuel and convenience stores; the Retail Stores (the "Retail Transaction"). On September 30, 2024, the Retail Transaction closed. As a result of the Retail Purchase Agreement, we met the requirements of Accounting Standards Codification ("ASC") 205-20, Presentation of Financial Statements - Discontinued Operations ("ASC 205-20") and ASC 360, Property, Plant and Equipment ("ASC 360") to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets.


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Management's Discussion and Analysis


Refining Overview

The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel, aviation fuel, asphalt and other petroleum-based products that are distributed through owned and third-party product terminals. The refining segment has a combined nameplate capacity of 302,000 bpd as of March 31, 2025. A high-level summary of the refinery activities is presented below:

Tyler, Texas refinery
(the "Tyler refinery")

El Dorado, Arkansas refinery
(the "El Dorado refinery")

Big Spring, Texas refinery (the "Big Spring refinery")

Krotz Springs, Louisiana refinery
(the "Krotz Springs refinery")

Total Nameplate Capacity (bpd)

75,000

80,000

73,000

74,000

Primary Products

Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, petroleum coke and sulfur

Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, asphalt and sulfur

Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, aromatics and sulfur

Gasoline, jet fuel, high-sulfur diesel, light cycle oil, liquefied petroleum gases, propylene and ammonium thiosulfate

Relevant Crack Spread Benchmark

Gulf Coast 5-3-2

Gulf Coast 5-3-2 (1)

Gulf Coast 3-2-1 (2)

Gulf Coast 2-1-1 (3)

Marketing and Distribution

The refining segment's petroleum-based products are marketed primarily in the south central and southwestern regions of the United States, and the refining segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. In addition, we sell motor fuels through our wholesale distribution network on an unbranded basis.

(1) While there is variability in the crude slate and the product output at the El Dorado refinery, we compare our per barrel refined product margin to the U.S. Gulf Coast ("Gulf Coast") 5-3-2 crack spread because we believe it to be the most closely aligned benchmark.

(2) Our Big Spring refinery is capable of processing substantial volumes of sour crude oil, which has historically cost less than intermediate, and/or substantial volumes of sweet crude oil, and therefore the West Texas Intermediate ("WTI") Cushing/ West Texas Sour ("WTS") price differential, taking into account differences in production yield, is an important measure for helping us make strategic, market-respondent production decisions.

(3) The Krotz Springs refinery has the capability to process substantial volumes of light sweet crude oil to produce a high percentage of refined light products.

Our refining segment also owns three biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas, Cleburne, Texas, and New Albany, Mississippi. During the second quarter of 2024, we made the decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives. In addition, the refining segment includes our wholesale crude operations and our 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.


Logistics Overview

Our logistics segment gathers, transports and stores crude oil and natural gas; markets, distributes, transports and stores refined products; and disposes and recycles water in select regions of the southeastern United States, West Texas, New Mexico and North Dakota for our refining segment and third parties. It is comprised of the consolidated balance sheet and results of operations of Delek Logistics (NYSE: DKL), where we owned a 63.4% interest at March 31, 2025. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets. Majority of Delek Logistics' assets are currently integral to our refining and marketing operations. The logistics segment's gathering and processing business owns or leases capacity on approximately 398 miles of crude oil transportation pipelines, approximately 406 miles of refined product pipelines, and an approximately 1,400-mile crude oil gathering system of which 489 miles is decommissioned. In addition, this segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico, the Midland Basin of Texas and the Bakken. The storage and transportation business owns or leases associated crude oil storage tanks. The logistics segment has an aggregate of approximately 11.2 million barrels of active shell capacity. It also owns and operates nine light product terminals and markets light products using third-party terminals. Logistics has strategic investments in pipeline joint ventures that provide access to pipeline capacity as well as the potential for earnings from joint venture operations. The logistics segment owns or leases approximately 161 tractors and 306 trailers used to haul primarily crude oil and other products for related and third parties.


Corporate and Other Overview

Our corporate activities, results of certain immaterial operating segments, and intercompany eliminations are reported in 'corporate, other and eliminations' in our segment disclosures. Additionally, our corporate activities include certain of our commodity and other hedging activities.


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Management's Discussion and Analysis


Strategic Objectives

It is vitally important that our strategic objectives, especially in view of the evolutionary direction of our macroeconomic and geopolitical environment, involves a process of continuous evaluation of our business model in terms of cost structure, as well as long-term economic and operational sustainability. More consolidation in our industry is expected from increased cost pressures due in part to the regulatory environment continuing to move towards reducing carbon emissions and transitioning to renewable energy in the long-term. However, we believe we are uniquely positioned as a leader in operating and excelling in niche markets and could continue capitalizing on our niche position by being the supplier of choice in our markets.

Key Objectives

Certain fundamental principles are foundational to our long-term strategy and direct us as we develop our strategic objectives. With that in mind, we have identified the following overarching key objectives:

I. Operational Excellence

II. Financial Strength and Flexibility

III. Strategic Initiatives

Operational Excellence

We are committed to operational excellence which includes maintaining safe, reliable, and environmentally responsible operations. It also encompasses the dedication and drive for constant improvement across our operations in reliability, safety, and efficiency. Delek prioritizes stewardship of the environment, and we focus on how to positively impact our shareholders, employees, customers, and the communities where we operate. We believe that focusing on people, processes and equipment will lead to improved utilization and yields and ultimately better employee retention and lower costs, which translates to improved returns for our shareholders. For 2025, we are focused on the following:

•Prioritize safety and environmental compliance by the continued implementation of foundational best practices to increase operations ability to provide safe, compliant, and reliable operations.

•Focus on operational excellence by building out our operations centric area business teams, as well as other key competency training.

•Identify and execute on low-capital organic growth projects that improve yield and increase utilization.

•Continue our progression of digital system implementations that will do the following:

◦improve our ability to understand all aspects of our business as well as our ability to make real-time and forward-looking operational decisions; and

◦automate processes and shift operational roles to higher value-added activities.

Financial Strength and Flexibility

In our industry, as with many volatile businesses, it is very important to make capital investments with accretive returns and maintain a strong balance sheet. We want to reward our shareholders and investors with a disciplined and balanced capital allocation framework, which we believe will strengthen shareholder value by, among other things, a stable dividend complemented by opportunistic share repurchases. We are also committed to lowering costs and improving the efficiency of our cost structure in all aspects of our business. For 2025, we are focused on the following:

•Reward our shareholders and investors with a disciplined and balanced capital allocation framework, including opportunities to strengthen our balance sheet by reducing debt or opportunistically repurchasing shares with excess cash.

•Build on the “zero-based budget” cost saving plan completed in 2024, with a comprehensive margin enhancement plan included within the EOP. The EOP initiatives are focused on improving our financial health and ability to generate free cash flow. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses specifically at our refineries and lowering interest expense. The EOP also includes margin initiatives including accretive, minimal capital projects in our refining segment and commercial improvements through market optionality, improved Delek Logistics and product slate optimization.

Strategic Initiatives

For 2025, we will continue to focus on furthering our "sum of the parts" efforts focusing on the following:

•Execute on our strategic initiatives, which may include opportunities to monetize our investment in Delek Logistics. The goal being, to help unlock value embedded in the Delek valuation, along with deconsolidating Delek Logistics by bringing Delek's ownership in Delek Logistics below 50%.

•Identify and evaluate investment opportunities that fit our sustainability view and integrate into our current asset footprint, including strategic investments or joint ventures in renewables or carbon capture and incubator investments in new technologies.


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Management's Discussion and Analysis


2025 Strategic Developments

The following table highlights our 2025 Strategic Developments:

2025 Key Initiatives

2025 Strategic Developments

Operational Excellence

Financial Strength & Flexibility

Strategic Initiatives

Executing Strategic Midstream Acquisition:

On January 2, 2025, Delek Logistics acquired 100% of Gravity from Gravity Water Holdings LLC related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash and 2,175,209 of Delek Logistics’ common units. This transaction further enhances Delek Logistics' position as full service (crude, natural gas and water) provider in the Permian basin. The acquisition is synergistic to Delek Logistics' recent acquisition of H2O Midstream and supplements Delek Logistics' integrated crude and produced water gathering and disposal offering in the Midland Basin.

Adding Flexibility to the Inventory Intermediation Agreement:

On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement. This amendment reduces interest expense and other associated fees while increasing our flexibility on liquidity and inventory financing options.

Increasing Shareholder Value by Executing Buybacks:

During the three months ended March 31, 2025, 2,009,420 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $31.5 million. As of March 31, 2025, there was $512.1 million of authorization remaining under Delek's aggregate stock repurchase program.

Monetizing Our Investment in Delek Logistics:

Expanding Delek Logistics' Natural Gas Processing Capability:

In April 2025, Delek Logistics' began commissioning its new natural gas processing plant adjacent to its plant in the Permian Basin. The new plant has capacity of approximately 110 MMcf/d and aims to meet the rising demand for natural gas in the region. This expansion project will also increase Delek Logistics' third party revenue. Expected annual earnings before interest, taxes, depreciation and amortization ("EBITDA") is estimated to be approximately $40.0 million attributable to Delek Logistics.

Executing Strategic Transactions with Delek Logistics:

On May 1, 2025, we entered into additional agreements with Delek Logistics, which among other things, transfers the Delek Permian Gathering purchasing and blending business to Delek Logistics including all of our rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System and brings back the El Dorado rail facility assets to the Refining Segment on January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement. These transactions put additional midstream commercial activities in Delek Logistics and bring refining related activities and assets back to the Refining Segment. Additionally, these transactions increase consolidated financial availability by approximately $250 million.

Market Trends

Our results of operations are significantly affected by fluctuations in the prices of certain commodities, including, but not limited to, crude oil, gasoline, distillate fuel, biofuels, natural gas and electricity, among others. Historically, the impact of commodity price volatility on our refining margins (as defined in our "Non-GAAP Measures" in MD&A Item 2), specifically as it relates to the price of crude oil as compared to the price of refined products and timing differences in the movements of those prices (subject to our inventory costing methodology), as well as location differentials, may be favorable or unfavorable compared to peers. Additionally, our refining margin profitability is impacted by regulatory factors, including the cost of renewable identification numbers ("RINs").

We have positioned the Company to continue to run safely, reliably and environmentally responsibly while leveraging our Delek Logistics business. Many uncertainties remain in 2025 with respect to the global supply and demand of the crude oil and refined products markets and it is difficult to predict the ultimate economic impacts this may have on our operations. We expect refining capacity rationalization to lower refined products inventory and crude oil demand to continue to rise. These factors will help absorb the recent additions in global supply and balance the


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Management's Discussion and Analysis

market over the next 6 to 12 months. However, U.S. policy changes and escalating conflicts in the Middle East could potentially result in supply disruptions or further volatility in crude oil prices.

See below for further discussion on how certain key market trends impact our operating results.


Crude Prices

WTI crude oil represents the largest component of our crude slate at all of our refineries, and can be sourced through our gathering channels or optimization efforts from Midland, Texas, Cushing, Oklahoma or other locations. We manage our supply chain risk to ensure that we have the barrels to meet our crude slate consumption plan for each month through gathering supply contracts and throughput agreements on various strategic pipelines, some of which include those where we hold equity method investments. We manage market price risk on crude oil through financial derivative hedges, in accordance with our risk management strategies.

The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2024 and for the first quarterly period in 2025.


Crude Pricing Differentials

Historically, domestic refiners have benefited from the discount for WTI Cushing compared to Brent, a global benchmark crude. This generally leads to higher margins in our refineries, as refined product prices are influenced by Brent crude prices and the majority of our crude supply is WTI-linked. Because of our positioning in the Permian basin, including our access to significant sources of WTI Midland crude through our gathering system, we are even further benefited by discounts for WTI Midland/WTI Cushing differentials. When these discounts shrink or become premiums, our reliance on WTI-linked crude pricing, and specifically WTI Midland crude, can negatively impact our refining margins. Conversely, as these price discounts widen, so does our competitive advantage, created specifically by our access to WTI Midland crude sourced through our gathering systems.

The chart below illustrates the key differentials impacting our refining operations, including WTI Cushing to Brent, WTI Midland to WTI Cushing, and Louisiana Light Sweet crude oil ("LLS") to WTI Cushing for each of the quarterly periods in 2024 and for the first quarterly period in 2025.


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Management's Discussion and Analysis


Refined Product Prices

We are impacted by refined product prices in two ways: (1) in terms of the prices we are able to sell our refined product for in our refining segment, and (2) in terms of the cost to acquire the refined products to meet refining production shortfalls (e.g., when we have outages), or to acquire refined fuel products we sell to our wholesale customers in our logistics segment. These prices largely depend on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation.

Our refineries produce the following products:

Tyler Refinery

El Dorado Refinery

Big Spring Refinery

Krotz Springs Refinery

Primary Products

Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, petroleum coke and sulfur

Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, asphalt and sulfur

Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, aromatics and sulfur

Gasoline, jet fuel, high-sulfur diesel, light cycle oil, liquefied petroleum gases, propylene and ammonium thiosulfate


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Management's Discussion and Analysis

The charts below illustrate the quarterly average prices of Gulf Coast Gasoline ("CBOB"), U.S. High Sulfur Diesel ("HSD") and U.S. Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2024 and for the first quarterly period in 2025.


Crack Spreads

Crack spreads are used as benchmarks for predicting and evaluating a refinery's product margins by measuring the difference between the market price of feedstocks/crude oil and the resultant refined products. Generally, a crack spread represents the approximate refining margin resulting from processing one barrel of crude oil into its outputs, generally gasoline and diesel fuel.

The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2024 and for the first quarterly period in 2025.


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Management's Discussion and Analysis


RIN Volatility

Environmental regulations and the political environment continue to affect our refining margins in the form of volatility in the price of RINs. We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs of our credits for commitments required by the U.S. Environmental Protection Agency (“EPA”) to blend biofuels into fuel products ("RINs Obligation"). On a consolidated basis, we work to balance our RINs Obligation in order to minimize the effect of RINs prices on our results. While we obtain RINs in our refining and logistics segments through our ethanol blending, our refining segment still must purchase additional RINs to satisfy its obligations. Prior to the idling of the biodiesel facilities in 2024, we obtained RINs through biodiesel blending and generated RINs through biodiesel production. Additionally, our ability to obtain RINs through blending is limited by our refined product slate, blending capabilities and market constraints. The cost to purchase these additional RINs is a significant cash outflow for our business. Increases in the market prices of RINs generally adversely affect our results of operations through changes in fair value to our existing RINs Obligation, to the extent we do not have offsetting RINs inventory on hand or effective economic hedges through net forward purchase commitments. RINs prices are highly sensitive to regulatory and political influence and conditions, and therefore often do not correlate to movements in crude oil prices, refined product prices or crack spreads. Because of the volatility in RINs prices, it is not possible to predict future RINs cost with certainty, and movements in RINs prices can have significant and unanticipated adverse effects on our refining margins that are outside of our control.

The chart below illustrates the volatility in RINs for each of the quarterly periods in 2024 and for the first quarterly period in 2025.


Energy Costs

Energy costs are a significant element of our refining segment's earnings before interest, taxes, depreciation and amortization ("EBITDA") ("Refining EBITDA") and can significantly impact our ability to capture crack spreads, with natural gas representing the largest component. Natural gas prices are driven by supply-side factors such as amount of natural gas production, level of natural gas in storage and import and export activity, while demand-side factors include variability of weather, economic growth and the availability and price of other fuels. Refiners and other large-volume fuel consumers may be more or less susceptible to volatility in natural gas prices depending on their consumption levels as well as their capabilities to switch to more economical sources of fuel/energy. Additionally, geographic location of facilities make consumers vulnerable to price differentials of natural gas available at different supply hubs. Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian, coinciding with the physical locations of our refineries. We manage our risk around natural gas prices by entering into variable and fixed-price supply contracts in both the Gulf and Permian Basin or by entering into derivative hedges based on forecasted consumption and forward curve prices, as appropriate, in accordance with our risk policy.

The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") for each of the quarterly periods in 2024 and for the first quarterly period in 2025.


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Management's Discussion and Analysis

Non-GAAP Measures

Our management uses certain non-Generally Accepted Accounting Principles (“non-GAAP”) operational measures to evaluate our operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our GAAP financial information presented in accordance with U.S. GAAP. These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include:

•EBITDA - calculated as net income (loss) attributable to Delek adjusted to add back interest expense, income tax expense, depreciation and amortization; and

•Refining margin - calculated as gross margin (which we define as sales minus cost of sales) adjusted for operating expenses and depreciation and amortization included in cost of sales.

We believe these non-GAAP operational and financial measures are useful to investors, lenders, ratings agencies and analysts to assess our ongoing performance because, when reconciled to their most comparable GAAP financial measure, they provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance and they may obscure our underlying results and trends.

Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures.


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Management's Discussion and Analysis

Non-GAAP Reconciliations

The following table provides a reconciliation of segment EBITDA to the most directly comparable U.S. GAAP measure, net (loss) income attributable to Delek:

Reconciliation of segment EBITDA to net (loss) income attributable to Delek (in millions)


	Three Months Ended March 31,
		2025		2024
Refining segment EBITDA		$	(16.2)	$	105.1
Logistics segment EBITDA		85.5		99.7

Corporate, Other and Eliminations EBITDA		(93.1)		(68.8)
EBITDA attributable to Delek		$	(23.8)	$	136.0
Interest expense, net		84.1		87.7
Income tax benefit		(36.8)		(7.6)
Depreciation and amortization		101.3		91.7
Loss (income) from discontinued operations, net of tax		0.3		(3.2)
Net loss attributable to Delek		$	(172.7)	$	(32.6)

The following table provides a reconciliation of refining margin to the most directly comparable U.S. GAAP measure, gross margin:

Reconciliation of refining margin to gross margin (in millions)


Refining Segment
	Three Months Ended March 31,
		2025		2024
Total revenues		$	2,608.3	$	3,108.3
Cost of sales		2,700.9		3,067.1
Gross margin		$	(92.6)	$	41.2
Add back (items included in cost of sales):
Operating expenses (excluding depreciation and amortization)		158.1		165.8
Depreciation and amortization		71.9		61.4
Refining margin		$	137.4	$	268.4


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Management's Discussion and Analysis

Summary Financial and Other Information

The following table provides summary financial data for Delek (in millions):


Summary Statement of Operations Data (1)	Three Months Ended March 31,

		2025		2024
Net revenues		$	2,641.9	$	3,128.0
Cost of sales:
Cost of materials and other		2,399.5		2,732.9
Operating expenses (excluding depreciation and amortization presented below)		211.1		213.8
Depreciation and amortization		95.0		86.4
Total cost of sales		2,705.6		3,033.1


Operating expenses related to wholesale business (excluding depreciation and amortization presented below)		1.3		1.1
General and administrative expenses		61.5		61.0
Depreciation and amortization		6.3		5.3

Other operating income, net		(7.0)		(1.7)
Total operating costs and expenses		2,767.7		3,098.8
Operating (loss) income		(125.8)		29.2
Interest expense, net		84.1		87.7
Income from equity method investments		(13.3)		(21.9)






Other income, net		(1.6)		(0.6)
Total non-operating expenses, net		69.2		65.2
Loss from continuing operations before income tax benefit		(195.0)		(36.0)
Income tax benefit		(36.8)		(7.6)
Loss from continuing operations, net of tax		(158.2)		(28.4)
Discontinued operations:
(Loss) income from discontinued operations		(0.4)		3.6
Income tax (benefit) expense		(0.1)		0.4
(Loss) income from discontinued operations, net of tax		(0.3)		3.2
Net loss		(158.5)		(25.2)


Net income attributed to non-controlling interests		14.2		7.4
Net loss attributable to Delek		$	(172.7)	$	(32.6)

(1) This information is presented at a summary level for your reference. See the Condensed Consolidated Statements of Income in Item 1. to this Quarterly Report on Form 10-Q for more detail regarding our results of operations and net income per share.

We report operating results in two reportable segments:

•Refining

•Logistics

Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on the segment EBITDA.


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Management's Discussion and Analysis

Results of Operations

Consolidated Results of Operations — Comparison of the Three Months Ended March 31, 2025 versus the Three Months Ended March 31, 2024

Net Loss

Consolidated net loss for the three months ended March 31, 2025 was $158.5 million compared to a net loss of $25.2 million for the three months ended March 31, 2024. Consolidated net loss attributable to Delek for the three months ended March 31, 2025 was $172.7 million, or $(2.78) per basic share, compared to a loss of $32.6 million, or $(0.51) per basic share, for the three months ended March 31, 2024. Explanations for significant drivers impacting net loss as compared to the comparable period of the prior year are discussed in the sections below.

Net Revenues

We generated net revenues of $2,641.9 million and $3,128.0 million during the three months ended March 31, 2025 and 2024, respectively, a decrease of $486.1 million, or 15.5%. The decrease in net revenues was primarily due to the following:

•in our refining segment, decreases in the average price of U.S. Gulf Coast gasoline of 10.8% and ULSD of 12.6% and decreased sales volumes (including purchased products), partially offset by an increase in the average price of U.S. Gulf Coast HSD of 8.7%; and

•in our logistics segment, decreased revenue of $2.7 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon, partially offset by an increase in gallons sold and incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $16.5 million and $22.9 million, respectively.

Total Operating Costs and Expenses

Cost of Materials and Other

Cost of materials and other was $2,399.5 million for the three months ended March 31, 2025, compared to $2,732.9 million for three months ended March 31, 2024, a decrease of $333.4 million, or 12.2%. The net decrease in cost of materials and other primarily related to the following:

•a decrease in the cost of crude oil feedstocks at the refineries, including a 7.2% decrease in the average cost of WTI Cushing crude oil and a 7.7% decrease in the average cost of WTI Midland crude oil and decreased sales volume (including purchased products).

These decreases were partially offset by the following:

•incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition.

Operating Expenses

Operating expenses (included in both cost of sales and other operating expenses) were $212.4 million for the three months ended March 31, 2025 compared to $214.9 million in three months ended March 31, 2024, a decrease of $2.5 million, or 1.2%. The decrease in operating expenses was primarily driven by the following:

•a decrease in employee costs.

This decrease was partially offset by the following:

•incremental expenses associated with the H2O Midstream Acquisition and Gravity Acquisition; and

•an increase in maintenance costs.

General and Administrative Expenses

General and administrative expenses were $61.5 million for the three months ended March 31, 2025 compared to $61.0 million in three months ended March 31, 2024, an increase of $0.5 million, or 0.8%.

Depreciation and Amortization

Depreciation and amortization (included in both cost of sales and other operating expenses) was $101.3 million for the three months ended March 31, 2025 compared to $91.7 million in 2024, an increase of $9.6 million, or 10.5%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream Acquisition and Gravity Acquisition.


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Management's Discussion and Analysis

Other Operating Income, Net

Other operating income, net was $7.0 million and $1.7 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $5.3 million. The increase was primarily driven by the following:

•a gain recorded in the three months ended March 31, 2025 related to Delek Logistics' sale of storage tanks in Texas due to an eminent domain settlement.

Non-Operating Expenses, Net

Interest Expense, Net

Interest expense, net was $84.1 million in the three months ended March 31, 2025, compared to $87.7 million for three months ended March 31, 2024, a decrease of $3.6 million, or 4.1% primarily due to the following:

•a decrease in the average effective interest rate of 170 basis points during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

This decrease was partially offset by the following:

•an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) of approximately $322.9 million during the three months ended March 31, 2025 (calculated as a simple average of beginning borrowings/obligation and ending borrowings/obligation for the period) compared to the three months ended March 31, 2024; and

•hedge losses associated with our interest rate swap.

Results from Equity Method Investments

We recognized income from equity method investments of $13.3 million for the three months ended March 31, 2025, compared to $21.9 million for the three months ended March 31, 2024, a decrease of $8.6 million. This decrease was primarily driven by the following:

•a decrease in income from our investment in W2W Holdings LLC to $5.4 million during the three months ended March 31, 2025 from $9.4 million in the three months ended March 31, 2024; and

•a decrease in income from our investment in Red River Pipeline Company LLC to $2.3 million during the three months ended March 31, 2025 from $5.2 million in the three months ended March 31, 2024.

Income Taxes

For the three months ended March 31, 2025, we recorded an income tax benefit of $36.8 million from continuing operations compared to an income tax benefit of $7.6 million from continuing operations for the three months ended March 31, 2024, primarily driven by the following:

•an increase in pre-tax net loss of $159.0 million, and

•our effective tax rates were 18.9% and 21.1% for the three months ended March 31, 2025 and 2024, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes when calculating an estimated annual effective tax rate.

Refer to Note 14 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.


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Management's Discussion and Analysis


Refining Segment

The tables and charts below set forth selected information concerning our refining segment operations ($ in millions, except per barrel amounts):


Selected Refining Financial Information
	Three Months Ended March 31,
		2025		2024
Revenues		$	2,608.3	$	3,108.3
Cost of materials and other		2,470.9		2,839.9
Refining Margin		$	137.4	$	268.4

Operating expenses (excluding depreciation and amortization)		$	158.1	$	165.8

Refining segment EBITDA		$	(16.2)	$	105.1

Factors Impacting Refining Profitability

Our profitability in the refining segment is substantially determined by the difference between the cost of the crude oil feedstocks we purchase and the price of the refined products we sell, referred to as the "crack spread", "refining margin" or "refined product margin". Refining margin is used as a metric to assess a refinery's product margins against market crack spread trends, where "crack spread" is a measure of the difference between market prices for crude oil and refined products and is a commonly used proxy within the industry to estimate or identify trends in refining margins.

The cost to acquire feedstocks and the price of the refined petroleum products we ultimately sell from our refineries depend on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions such as hurricanes or tornadoes, local, domestic and foreign political affairs, global conflict, production levels, the availability of imports, the marketing of competitive fuels and government regulation. Other significant factors that influence our results in the refining segment include operating costs (particularly the cost of natural gas used for fuel and the cost of electricity), seasonal factors, refinery utilization rates and planned or unplanned maintenance activities or turnarounds. Moreover, while the fluctuations in the cost of crude oil are typically reflected in the prices of light refined products, such as gasoline and diesel fuel, the price of other residual products, such as asphalt, coke, carbon black oil and liquefied petroleum gas ("LPG") are less likely to move in parallel with crude cost. This could cause additional pressure on our realized margin during periods of rising or falling crude oil prices.

Additionally, our margins are impacted by the pricing differentials of the various types and sources of crude oil we use at our refineries and their relation to product pricing. Our crude slate is predominantly comprised of WTI crude oil. Therefore, favorable differentials of WTI compared to other crude will favorably impact our operating results, and vice versa. Additionally, because of our gathering system presence in the Midland area and the significant source of crude specifically from that region into our network, a widening of the WTI Cushing less WTI Midland spread will favorably influence the operating margin for our refineries. Alternatively, a narrowing of this differential will have an adverse effect on our operating margins. Global product prices are influenced by the price of Brent which is a global benchmark crude. Global product prices influence product prices in the U.S. As a result, our refineries are influenced by the spread between Brent and WTI Midland. The Brent less WTI Midland spread represents the differential between the average per barrel price of Brent crude oil and the average per barrel price of WTI Midland crude oil. A widening of the spread between Brent and WTI Midland will favorably influence our refineries' operating margins. Also, the Krotz Springs refinery is influenced by the spread between Brent and LLS. The Brent less LLS spread represents the differential between the average per barrel price of Brent and the average per barrel price of LLS crude oil. A discount in LLS relative to Brent will favorably influence the Krotz Springs refinery operating margin.

Finally, Refining EBITDA is impacted by regulatory costs associated with the cost of RINs as well as energy costs, including the cost of natural gas. In periods of unfavorable regulatory sentiment, RINs prices can increase at higher rates than crack spreads, or even when crack spreads are declining. This can be particularly impactful on smaller refineries, where the operating cost structure does not have as much scalability as larger refineries. Additionally, volatility in energy costs, which are captured in our operating expenses and impact our Refining EBITDA, can significantly impact our ability to capture crack spreads, with natural gas representing the most significant component. Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian, and we do not currently have the capability at our refineries to switch our energy consumption to utilize alternative sources of fuel. For this reason, unfavorable Gulf Coast (Henry Hub) differentials can impact our crack spread capture.


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Management's Discussion and Analysis

The cost to acquire the refined fuel products we sell to our wholesale customers in our logistics segment largely depends on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation.

In addition to the above, it continues to be a strategic and operational objective to manage price and supply risk related to crude oil that is used in refinery production, and to develop strategic sourcing relationships. For that purpose, from a pricing perspective, we enter into commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil and ethanol, future sales of refined products or to fix margins on future production. We also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage our RINs Obligation. Additionally, from a sourcing perspective, we often enter into purchase and sale contracts with vendors and customers or take physical or financial commodity positions for crude oil that may not be used immediately in production, but that may be used to manage the overall supply and availability of crude expected to ultimately be needed for production and/or to meet minimum requirements under strategic pipeline arrangements, and also to optimize and hedge availability risks associated with crude that we ultimately expect to use in production. Such transactions are inherently based on certain assumptions and judgments made about the current and possible future availability of crude. Therefore, when we take physical or financial positions for optimization purposes, our intent is generally to take offsetting positions in quantities and at prices that will advance these objectives while minimizing our positional and financial statement risk. However, because of the volatility of the market in terms of pricing and availability, it is possible that we may have material positions with timing differences or, more rarely, that we are unable to cover a position with an offsetting position as intended. Such differences could have a material impact on the classification of resulting gains/losses, assets or liabilities, and could also significantly impact Refining EBITDA.


Refinery Statistics

	Three Months Ended March 31,

		2025		2024
Total Refining Segment
Days in period		90		91
Total sales volume - refined product (average bpd) (1)		294,892		306,567
Total production (average bpd)		285,570		292,725
Crude oil		272,183		274,554
Other feedstocks		17,020		22,098
Total throughput (average bpd):		289,203		296,652

Crude Slate: (% based on amount received in period)
WTI crude oil		66.2	%	71.4	%
Gulf Coast Sweet Crude		8.7	%	6.2	%
Local Arkansas crude oil		3.8	%	3.4	%
Other		21.3	%	19.0	%

Crude utilization (% based on nameplate capacity)		90.1	%	90.9	%


47 \|

Management's Discussion and Analysis






Refinery Statistics (continued)
	Three Months Ended March 31,

		2025			2024

Tyler, TX Refinery
Days in period		90			91
Products manufactured (average bpd):
Gasoline		34,214			37,368
Diesel/Jet		30,415			30,105
Petrochemicals, LPG, natural gas liquids ("NGLs")		1,861			1,983
Other		1,405			1,217
Total production		67,895			70,673
Throughput (average bpd):
Crude Oil		68,460			67,792
Other feedstocks		770			4,473
Total throughput		69,230			72,265
Per barrel of throughput:
Operating expenses		$	5.69		$	5.28
Crude Slate: (% based on amount received in period)
WTI crude oil		73.7		%	82.6		%
East Texas crude oil		25.2		%	17.4		%
Other		1.1		%	—		%

El Dorado, AR Refinery
Days in period		90			91
Products manufactured (average bpd):
Gasoline		37,350			41,542
Diesel/Jet		27,941			30,035
Petrochemicals, LPG, NGLs		941			1,583
Asphalt		6,843			8,305
Other		1,569			795
Total production		74,644			82,260
Throughput (average bpd):
Crude Oil		71,921			80,183
Other feedstocks		3,840			3,404
Total throughput		75,761			83,587
Per barrel of throughput:
Operating expenses		$	5.16		$	4.72
Crude Slate: (% based on amount received in period)
WTI crude oil		68.5		%	66.4		%
Local Arkansas crude oil		14.4		%	11.6		%
Other		17.1		%	22.0		%


48 \|

Management's Discussion and Analysis


Refinery Statistics (continued)
	Three Months Ended March 31,

		2025			2024

Big Spring, TX Refinery
Days in period		90			91
Products manufactured (average bpd):
Gasoline		29,399			29,975
Diesel/Jet		19,023			22,446
Petrochemicals, LPG, NGLs		3,142			5,436
Asphalt		2,543			2,088
Other		3,878			3,662
Total production		57,985			63,607
Throughput (average bpd):
Crude oil		53,321			59,448
Other feedstocks		6,094			5,405
Total throughput		59,415			64,853
Per barrel of refined throughput:
Operating expenses		$	8.36		$	8.08
Crude Slate: (% based on amount received in period)
WTI crude oil		62.7		%	72.7		%
WTS crude oil		37.3		%	27.3		%

Krotz Springs, LA Refinery
Days in period		90			91
Products manufactured (average bpd):
Gasoline		43,163			38,777
Diesel/Jet		32,321			28,244
Heavy Oils		3,231			2,731
Petrochemicals, LPG, NGLs		6,331			5,731
Other		—			702
Total production		85,046			76,185
Throughput (average bpd):
Crude Oil		78,481			67,131
Other feedstocks		6,316			8,816
Total throughput		84,797			75,947
Per barrel of throughput:
Operating expenses		$	5.36		$	5.94
Crude Slate: (% based on amount received in period)
WTI Crude		59.9		%	64.5		%
Gulf Coast Sweet Crude		30.3		%	25.1		%
Other		9.8		%	10.4		%

(1) Includes inter-refinery sales and sales to other segments which are eliminated in consolidation. See tables below.


49 \|

Management's Discussion and Analysis

Included in the refinery statistics above are the following sales to other segments:


Refinery Sales to Other Segments
	Three Months Ended March 31,
(in barrels per day)		2025	2024




Big Spring refined product sales to other Delek segments		10,866	20,326


Pricing Statistics (average for the period presented)
	Three Months Ended March 31,
		2025		2024


WTI — Cushing crude oil (per barrel)		$	71.47	$	77.01
WTI — Midland crude oil (per barrel)		$	72.52	$	78.55
WTS — Midland crude oil (per barrel)		$	71.95	$	77.48
LLS (per barrel)		$	74.35	$	79.69
Brent (per barrel)		$	74.98	$	81.76

U.S. Gulf Coast 5-3-2 crack spread (per barrel) (1)		$	16.97	$	23.09
U.S. Gulf Coast 3-2-1 crack spread (per barrel) (1)		$	16.11	$	21.98
U.S. Gulf Coast 2-1-1 crack spread (per barrel) (1)		$	12.20	$	19.40

U.S. Gulf Coast unleaded gasoline (per gallon)		$	1.98	$	2.22
Gulf Coast ultra-low sulfur diesel (per gallon)		$	2.29	$	2.62
U.S. Gulf Coast high sulfur diesel (per gallon)		$	2.12	$	1.95
Natural gas (per MMBTU)		$	3.87	$	2.10

(1)For our Tyler and El Dorado refineries, we compare our per barrel refining product margin to the Gulf Coast 5-3-2 crack spread consisting of (Argus pricing) WTI Cushing crude, U.S. Gulf Coast CBOB gasoline and Gulf Coast ultra-low sulfur diesel. For our Big Spring refinery, we compare our per barrel refining margin to the Gulf Coast 3-2-1 crack spread consisting of (Argus pricing) WTI Cushing crude, U.S. Gulf Coast CBOB gasoline and Gulf Coast ultra-low sulfur diesel. For our Krotz Springs refinery, we compare our per barrel refining margin to the Gulf Coast 2-1-1 crack spread consisting of (Argus pricing) LLS crude oil, (Argus pricing) U.S. Gulf Coast CBOB gasoline and (Platts pricing) U.S. Gulf Coast Pipeline No. 2 heating oil (high sulfur diesel). The Tyler refinery's crude oil input is primarily WTI Midland and East Texas, while the El Dorado refinery's crude input is primarily a combination of WTI Midland, local Arkansas and other domestic inland crude oil. The Big Spring refinery’s crude oil input is primarily comprised of WTS and WTI Midland. The Krotz Springs refinery’s crude oil input is primarily comprised of LLS and WTI Midland.


50 \|

Management's Discussion and Analysis

Refining Segment Operational Comparison of the Three Months Ended March 31, 2025 versus the Three Months Ended March 31, 2024

Revenues

Revenues for the refining segment decreased $500.0 million, or 16.1%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily driven by the following:

•a decrease in the average price of U.S. Gulf Coast gasoline of 10.8% and ULSD of 12.6%; and

•a decrease in sales volumes (including purchased products).

These decreases were partially offset by the following:

•an increase in the average price of U.S. Gulf Coast HSD of 8.7%.

Revenues included sales to our logistics segment of $90.0 million and $92.9 million for the three months ended March 31, 2025 and 2024, respectively. We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

Cost of materials and other decreased $369.0 million, or 13.0%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was primarily driven by the following:

•decreases in the cost of WTI Cushing crude oil, from an average of $77.01 per barrel to an average of $71.47, or 7.2%; and decreases in the cost of WTI Midland crude oil, from an average of $78.55 per barrel to an average of $72.52, or 7.7%;

•a decrease in sales volumes (including purchased products); and

•a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting. These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

These decreases were partially offset by the following:

•an increase in RINs pricing.

Our refining segment purchases finished product from our logistics segment and has multiple service agreements with our logistics segment which, among other things, require the refining segment to pay terminalling and storage fees based on the throughput volume of crude and finished product in the logistics segment pipelines and the volume of crude and finished product stored in the logistics segment storage tanks, subject to minimum volume commitments. These costs and fees were $125.9 million and $139.2 million during the three months ended March 31, 2025 and 2024, respectively. We eliminate these intercompany fees in consolidation.

Operating Expenses

Operating expenses decreased $7.7 million, or 4.6%, in the three months ended March 31, 2025, compared to three months ended March 31, 2024. The decrease in operating expenses was primarily driven by the following:

•lower employee costs.

Refining Margin

Refining margin decreased by $131.0 million, or 48.8%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, with a refining margin percentage of 5.3% as compared to 8.6% for the three months ended March 31, 2025 and 2024, respectively, primarily driven by the following:

•a 26.5% decrease in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 26.7% decrease in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 37.1% decrease in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);

•a decrease in sales volumes (including purchased products); and

•higher RINs pricing.

These decreases were partially offset by the following:


51 \|

Management's Discussion and Analysis

EBITDA

EBITDA decreased by $121.3 million, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to a decrease in refining margin driven by decreased crack spreads.


52 \|

Management's Discussion and Analysis


Logistics Segment

The table below sets forth certain information concerning our logistics segment operations ($ in millions, except per barrel amounts):


Selected Logistics Financial and Operating Information
	Three Months Ended March 31,
		2025		2024
Revenues		$	249.9	$	252.1
Cost of materials and other		$	129.1	$	123.7
Operating expenses (excluding depreciation and amortization)		$	40.9	$	31.9
EBITDA		$	85.5	$	99.7

Operating Information:
Gathering & Processing: (average bpd)
Lion Pipeline System:
Crude pipelines (non-gathered)		61,888		73,011
Refined products pipelines		56,010		63,234
SALA Gathering System		10,321		12,987
East Texas Crude Logistics System		26,918		19,702
Midland Gathering Assets		246,090		213,458
Plains Connection System		179,240		256,844
Delaware Gathering Assets:
Natural gas gathering and processing (Mcfd) (1)		59,809		76,322
Crude oil gathering (average bpd)		122,226		123,509
Water disposal and recycling (average bpd)		128,499		129,264
Midland Water Gathering System:
Water disposal and recycling (average bpd)		632,972		—

Wholesale Marketing & Terminalling:
East Texas - Tyler refinery sales volumes (average bpd) (2)		67,876		66,475
Big Spring wholesale marketing throughputs (average bpd)		—		76,615
West Texas wholesale marketing throughputs (average bpd)		10,826		9,976
West Texas wholesale marketing margin per barrel		$	1.64	$	2.15
Terminalling throughputs (average bpd) (3)		135,404		136,614

(1) Mcfd - average thousand cubic feet per day.

(2) Excludes jet fuel and petroleum coke.

(3) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, El Dorado and North Little Rock, Arkansas terminals and Memphis and Nashville, Tennessee terminals.

Logistics revenue is largely based on fixed-fee or tariff rates charged for throughput volumes running through our logistics network, where many of those volumes are contractually protected by minimum volume commitments ("MVCs"). To the extent that our logistics volumes are not subject to MVCs, our Logistics revenue may be negatively impacted in periods where our customers are experiencing economic pressures or reductions in demand for their products. Additionally, certain of our throughput arrangements contain deficiency credit provisions that may require us to defer excess MVC fees collected over actual throughputs to apply toward MVC deficiencies in future periods. With respect to our equity method investments in pipeline joint ventures, our earnings from those investments (which is based on our pro rata ownership percentage of the joint venture's recognized net income or loss) are directly impacted by the operations of those joint ventures. Items impacting the joint venture net income (loss) may include (but are not limited to) the following: long-term throughput contractual arrangements and related MVCs and, in some cases, deficiency credit provisions; the demand for walk-up nominations; applicable rates or tariffs; long-lived asset or other impairments assessed at the joint venture level; and pipeline releases or other contingent liabilities. With respect to our West Texas marketing activities, our profitability is dependent upon the cost of landed product versus the rack price of refined product sold. Our logistics segment is generally protected from commodity price risk because inventory is purchased and then immediately sold at the rack.


53 \|

Management's Discussion and Analysis

Logistics Segment Operational Comparison of the Three Months Ended March 31, 2025 versus the Three Months Ended March 31, 2024

Revenues

Net revenues decreased by $2.2 million, or 0.9%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily driven by the following:

•decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;

•decrease of $6.0 million due to the assignment of the Big Spring Refinery marketing agreement to refining segment in the third quarter of 2024;

•decreased revenue of $2.7 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon, partially offset by an increase in gallons sold:

◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.20 and $0.32 per gallon, respectively; and

◦the average volumes of gasoline and diesel sold increased by 1.1 million and 1.7 million gallons, respectively.

These decreases were partially offset by the following:

•incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $16.5 million and $22.9 million, respectively.

Revenues included sales to our refining segment of $125.9 million and $139.2 million for the three months ended March 31, 2025 and 2024, respectively, and sales to our other segment of $0.4 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively. We eliminate this intercompany revenue in consolidation.

Cost of Materials and Other

Cost of materials and other for the logistics segment increased by $5.4 million, or 4.4%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was primarily driven by the following:

•incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition.

This increase was partially offset by the following:

•decreased costs of materials and other of $2.3 million in our West Texas marketing operations primarily driven by decreased costs per gallon, partially offset by an increase in gallons sold:

◦the average cost per gallon of gasoline and diesel sold decreased by $0.16 per gallon and $0.31 per gallon, respectively.

◦the average volumes of gasoline and diesel sold increased by 1.1 million and 1.7 million gallons, respectively.

Our logistics segment purchased product from our refining segment of $90.0 million and $92.9 million for the three months ended March 31, 2025 and 2024, respectively. We eliminate these intercompany costs in consolidation.


54 \|

Management's Discussion and Analysis

Operating Expenses

Operating expenses increased by $9.0 million, or 28.2%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:

•incremental costs associated with H2O Midstream Acquisition and Gravity Acquisition.

This increase was partially offset by the following:

•a decrease in outside services.

EBITDA

EBITDA decreased by $14.2 million, or 14.2%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:

•recording certain throughput and storage fees in interest income due to sales-type lease accounting that were previously recorded as revenue in prior year period; and

•decreased wholesale margins.

These decreases were partially offset by the following:

•incremental EBITDA associated with H2O Midstream Acquisition and Gravity Acquisition.


55 \|

Management's Discussion and Analysis

Liquidity and Capital Resources

Sources of Capital

Our primary sources of liquidity and capital resources are

•cash generated from our operating activities;

•borrowings under our debt facilities; and

•potential issuances of additional equity and debt securities.

At March 31, 2025 our total liquidity amounted to $1,810.7 million comprised primarily of $1,186.9 million in unused credit commitments under our revolving credit facilities (as discussed in Note 10 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q) and $623.8 million in cash and cash equivalents. Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash dividends, repurchase common stock and fund operational capital expenditures. On April 29, 2025, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock. During the three months ended March 31, 2025, 2,009,420 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $31.5 million. As of March 31, 2025, there was $512.1 million of authorization remaining under Delek's aggregate stock repurchase program.

Other funding sources including borrowings under existing credit agreements, and issuance of equity and debt securities have been utilized to meet our funding requirements and support our growth capital projects and acquisitions. In addition, we have historically been able to source funding at terms that reflect market conditions, our financial position and our credit ratings and expect future funding sources to be at terms that are sustainable and profitable for the Company. However, there can be no assurances regarding the availability of future debt or equity financings or whether such financings can be made available on terms that are acceptable to us; any execution of such financing activities will be dependent on the contemporaneous availability of functioning debt or equity markets. Additionally, new debt financing activities will be subject to the satisfaction of any debt incurrence limitation covenants in our existing financing agreements. Our debt limitation covenants in our existing financing documents are usual and customary for credit agreements of our type and reflective of market conditions at the time of their execution. Additionally, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, to pay dividends and repurchase common stock will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including oil prices, some of which are beyond our control.

As of March 31, 2025, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 10 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q). Additionally, we were in compliance with covenants during the quarter ended March 31, 2025. Failure to meet the incurrence covenants could impose certain incremental restrictions on our ability to incur new debt and also may limit whether and the extent to which we may pay dividends, as well as impose additional restrictions on our ability to repurchase our stock, make new investments and incur new liens (among others). Such restrictions would generally remain in place until such quarter that we return to compliance under the applicable incurrence based covenants. In the event that we are subject to these incremental restrictions, we believe that we have sufficient current and alternative sources of liquidity, including (but not limited to): available borrowings under our existing Delek Revolving Credit Facility, and for Delek Logistics, under its Delek Logistics Revolving Facility; the allowance to incur an additional $400.0 million of secured debt under the Delek Term Loan Credit Facility (see further discussion of these facilities in Note 10 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q); as well as the possibility of obtaining other secured and unsecured debt, raising capital through equity issuance, or taking advantage of transactional financing opportunities such as sale-leasebacks or joint ventures, as otherwise contemplated and allowed under our incurrence covenants.


56 \|

Management's Discussion and Analysis

Cash Flows

The following table sets forth a summary of our consolidated cash flows (in millions):


Consolidated
	Three Months Ended March 31,
	2025		2024
Cash Flow Data:
Operating activities - continuing operations	$	(62.1)	$	160.9
Operating activities - discontinued operations	(0.3)		5.8
Total Operating activities	(62.4)		166.7
Investing activities - continuing operations	(314.6)		(32.6)
Investing activities - discontinued operations	—		(9.0)
Total Investing activities	(314.6)		(41.6)
Financing activities - continuing operations	265.2		(193.9)
Financing activities - continuing operations	—		—
Total Financing activities	265.2		(193.9)
Net decrease	$	(111.8)	$	(68.8)

Cash Flows from Operating Activities

Continuing Operations

Net cash used by operating activities from continuing operations was $62.1 million for the three months ended March 31, 2025, compared to net cash provided by of $160.9 million for the comparable period of 2024. Decreases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $198.1 million decrease in cash provided by operating activities and an increase in cash paid for debt interest of $19.1 million.

Cash Flows from Investing Activities

Continuing Operations

Net cash used in investing activities from continuing operations was $314.6 million for the three months ended March 31, 2025, compared to $32.6 million in the comparable period of 2024. The increase in cash flows used in investing activities was primarily due to $300.8 million acquisition of Gravity of which $209.3 million was paid in cash and a $97.4 million increase in purchases of property, plant and equipment.

Cash Flows from Financing Activities

Continuing Operations

Net cash provided by financing activities from continuing operations was $265.2 million for the three months ended March 31, 2025, compared to cash used of $193.9 million in the comparable 2024 period. The decrease in cash used was primarily due to net proceeds on long-term revolvers of $269.7 million for the three months ended March 31, 2025 compared to net payments of $215.3 million in the comparable 2024 period, and net proceeds on product and other financing arrangements of $67.6 million for the three months ended March 31, 2025 compared to net payments of $189.7 million in the comparable 2024 period.

These decreases in cash flows were partially offset by net payments of term debt of $2.4 million for the three months ended March 31, 2025 compared to net proceeds on term debt of $116.3 million in the comparable 2024 period, primarily related to the issuance of the Delek Logistics 2029 Notes and the related repayment of the Delek Logistics Term Loan Facility and Delek Logistics 2025 Notes, the receipt of net proceeds of $132.3 million from the Delek Logistics' public offerings of common units in the three months ended March 31, 2024, an increase of $31.5 million in share buybacks and a $11.8 million increase in distributions to non-controlling interests.

Cash Position and Indebtedness

As of March 31, 2025, our total cash and cash equivalents were $623.8 million and we had total long-term indebtedness of approximately $3,035.3 million. The total long-term indebtedness is net of deferred financing costs and debt discount of $48.4 million. Additionally, we had letters of credit issued of approximately $383.0 million. Total unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,186.9 million. The increase of $267.3 million in total long-term principal indebtedness as of March 31, 2025 compared to December 31, 2024 resulted primarily from an increase in net borrowings under the Delek Logistics Revolving Facility. As of March 31, 2025, our total long-term indebtedness (as defined in Note 10 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q) consisted of the following:

•the Delek Revolving Credit Facility with no outstanding borrowings (maturity of October 26, 2027);

•aggregate principal of $928.6 million under the Delek Term Loan Credit Facility (maturity of November 19, 2029 and effective interest of 8.62%);


57 \|

Management's Discussion and Analysis

•aggregate principal of $705.1 million under the Delek Logistics Revolving Facility (maturity of October 13, 2027 and average borrowing rate of 7.19%);

•aggregate principal of $400.0 million under the Delek Logistics 2028 Notes (due in 2028, with effective interest rate of 7.38%);

•aggregate principal of $1,050.0 million under the Delek Logistics 2029 Notes (due in 2029, with effective interest rate of 8.81%); and

•the United Community Bank Revolver with no outstanding borrowings (maturity of June 30, 2026).

Additionally, we utilize other financing arrangements to finance operating assets and/or, from time to time, to monetize other assets that may not be needed in the near term, when internal cost of capital and other criteria are met. Such arrangements include our inventory intermediation arrangement, which finances a significant portion of our first-in, first-out inventory at the refineries and, from time to time, RINs or other non-inventory product financing liabilities and funded letters of credit. Our inventory intermediation obligation with Citi was $433.6 million at March 31, 2025. See Note 9 of the accompanying condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for additional information about our inventory intermediation agreement. Our product financing liabilities consisted primarily of RIN financings as of March 31, 2025, and totaled $237.2 million, all of which is due in the next 12 months. See further description of these types of arrangements in the Environmental Credits and Related Regulatory Obligations accounting policy disclosed in Note 2 to our accompanying consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of our December 31, 2024 Annual Report on Form 10-K. For both arrangements and the related commitments, see also our "Cash Requirements" section below.

Debt Ratings

We receive debt ratings from the major ratings agencies in the U.S. In determining our debt ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels and seniorities, cost structure, planned asset sales and production growth opportunities.

There are no "rating triggers" in any of our contractual debt obligations that would accelerate scheduled maturities should our debt rating fall below a specified level. However, a downgrade could adversely impact our interest rate on new credit facility borrowings and the ability to economically access debt markets in the future. Additionally, any rating downgrades may increase the likelihood of us having to post additional letters of credit or cash collateral under certain contractual arrangements.

Capital Spending

A key component of our long-term strategy is our capital expenditure program. The following table summarizes our actual capital expenditures for the three months ended March 31, 2025, by operating segment and major category (in millions):


	2025 Forecast		Three Months Ended March 31, 2025 Actual
Refining
Regulatory	$	28	$	0.9
Sustaining maintenance, including turnaround activities	113		54.3
Growth projects	—		1.0
Refining segment total	141		56.2
Logistics
Regulatory	7		0.2
Sustaining maintenance	12		0.4
Growth projects	216		71.3
Logistics segment total	235		71.9
Corporate and Other
Regulatory	2		1.8
Sustaining maintenance	14		2.3
Growth projects	13		0.4
Other total	29		4.5
Total capital spending	$	405	$	132.6

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 and subject to the changes and uncertainties discussed under the 'Forward-Looking Statements' section of Item 2. Management's Discussion and Analysis, of this Quarterly Report on Form 10-Q. For further information, please refer to our discussion in Item 1A. Risk Factors, of our December 31, 2024 Annual Report on Form 10-K.


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Management's Discussion and Analysis

Cash Requirements

Long-Term Cash Requirements Under Contractual Obligations

Information regarding our known cash requirements under contractual obligations of the types described below as of March 31, 2025, is set forth in the following table (in millions):


	Payments Due by Period
	<1 Year		1-3 Years		3-5 Years		>5 Years		Total
Long-term debt and notes payable obligations	$	9.5	$	724.1	$	2,350.1	$	—	$	3,083.7
Interest (1)	239.8		453.1		334.1		—		1,027.0
Operating lease commitments (2)	44.6		48.4		6.5		7.4		106.9
Purchase commitments (3)	3,070.8		—		—		—		3,070.8
Product financing agreements (4)	237.2		—		—		—		237.2
Transportation agreements (5)	177.0		285.2		205.6		179.5		847.3
Inventory intermediation obligation (6)	35.3		463.2		—		—		498.5
Retail Stores obligations (7)	8.6		17.2		17.5		8.5		51.8
Total	$	3,822.8	$	1,991.2	$	2,913.8	$	195.4	$	8,923.2

(1) Expected interest payments on debt outstanding at March 31, 2025. Floating interest rate debt is calculated using March 31, 2025 rates. For additional information, see Note 10 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancelable terms in excess of one year as of March 31, 2025.

(3) We have purchase commitments to secure certain quantities of crude oil, finished product and other resources used in production at both fixed and market prices. We have estimated future payments under the market-based agreements using current market rates. Excludes purchase commitments in buy-sell transactions which have matching notional amounts with the same counterparty and are generally net settled in exchanges.

(4) Balances consist of obligations under RINs product financing arrangements, as described in Note 13 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q and further discussed in the ''Environmental Credits and Related Regulatory Obligations" accounting policy included in Note 2 to our consolidated financial statements in Item 8. Financial Statements and Supplementary Data, of our December 31, 2024 Annual Report on Form 10-K.

(5) Balances consist of contractual obligations under agreements with third parties (not including Delek Logistics) for the transportation of crude oil to our refineries.

(6) Balances consist of contractual obligations under the Citi Inventory Intermediation Agreement, including principal obligation for the Baseline Volume Step-Out Liability and other recurring fees. For additional information, see Note 9 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.

(7) Amounts reflect a rebate arrangement included in the long-term agreement with FEMSA entered into in conjunction with the Retail Transaction as well as certain underground storage tank cleanup obligations. For additional information, see Note 4 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.

Other Cash Requirements

Our material short-term cash requirements under contractual obligations are presented above, and we expect to fund the majority of those requirements with cash flows from operations. Our other cash requirements consisted of operating activities and capital expenditures. Operating activities include cash outflows related to payments to suppliers for crude and other inventories (which are largely reflected in our contractual purchase commitments in the table above) and payments for salaries and other employee related costs. Cash outlays in 2026 are planned to include incentive compensation payments that were earned and accrued in 2025. In line with our long-term sustainable strategy, future cash requirements will include initiatives to build on our long-term sustainable business model, Environmental, Social and Governance initiatives and sum of the parts initiatives.

Refer to the cash flow section for our operating activities spend during the three months ended March 31, 2025. While many of the expenses related to the operating activities are variable in nature, some of the expenditures can be somewhat fixed in the short-term due to forward planning on our level of activity.

Refer to the 'Capital Spending' section for our capital expenditures for the three months ended March 31, 2025 and our anticipated cash requirements for planned capital expenditures for the full year 2025.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Changes in commodity prices (mainly crude oil and refined products) and interest rates are our primary sources of market risk. When we make the decision to manage our market exposure, our objective is generally to avoid losses from adverse price changes, realizing we will not obtain the gains of beneficial price changes.


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Management's Discussion and Analysis

Price Risk Management Activities

At times, we enter into the following instruments/transactions in order to manage our market-indexed pricing risk: commodity derivative contracts which we use to manage our price exposure to our inventory positions, future purchases of crude oil and ethanol, future sales of refined products or to fix margins on future production; and future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our RINs Obligations and meet the definition of derivative instruments under ASC 815, Derivatives and Hedging ("ASC 815"). In accordance with ASC 815, all of these commodity contracts and future purchase commitments are recorded at fair value, and any change in fair value between periods has historically been recorded in the profit and loss section of our condensed consolidated financial statements. Occasionally, at inception, the Company will elect to designate the commodity derivative contracts as cash flow hedges under ASC 815. Gains or losses on commodity derivative contracts accounted for as cash flow hedges are recognized in other comprehensive income on the condensed consolidated balance sheets and, ultimately, when the forecasted transactions are completed in net revenues or cost of materials and other in the condensed consolidated statements of income.

The following table sets forth information relating to our open commodity derivative contracts, excluding our trading derivative contracts (which are discussed separately below), as of March 31, 2025 ($ in millions):


	Total Outstanding			Notional Contract Volume by Year of Maturity
Contract Description	Fair Value		Notional Contract Volume	2025	2026
Contracts not designated as hedging instruments:
Crude oil price swaps - long (1)	$	6.9	4,884,000	4,134,000	750,000
Crude oil price swaps - short (1)	(7.4)		5,031,000	3,781,000	1,250,000
Inventory, refined product and crack spread swaps - long (1)	9.8		5,447,600	5,447,600	—
Inventory, refined product and crack spread swaps - short (1)	(10.4)		5,975,850	5,975,850	—


RINs commitment contracts - long (2)	1.2		28,815,458	28,815,458	—

Total	$	0.1

(1) Volume in barrels.

(2) Volume in RINs.

(3) Volume in MMBtu.

Interest Rate Risk

We have market exposure to changes in interest rates relating to our outstanding floating rate borrowings, which totaled approximately $1,633.7 million as of March 31, 2025.

We help manage this risk through interest rate swap agreements that we may periodically enter into in order to modify the interest rate characteristics of our outstanding long-term debt. In accordance with ASC 815, all interest rate hedging instruments are recorded at fair value and any changes in the fair value between periods are recognized in earnings. We expect that any interest rate derivatives held would reduce our exposure to short-term interest rate movements. As of March 31, 2025, we had one floating-to-fixed interest rate derivative agreement in place for a notional amount of $500.0 million, which matures in November 2027. The estimated fair value of our interest rate derivative liability was $0.2 million as of March 31, 2025.

The annualized impact of a hypothetical one percent change in interest rates on our floating rate debt, after considering the interest rate swap, outstanding as of March 31, 2025 would be to change interest expense by approximately $11.3 million.

We also have interest rate exposure in connection with our Inventory Intermediation Agreement under which we pay a time value of money charge based on Secured Overnight Financing Rate.

Commodity Derivatives Trading Activities

From time to time, we enter into active trading positions in a variety of commodity derivatives, which include forward physical contracts, swap contracts, and futures contracts. These trading activities are undertaken by using a range of contract types in combination to create incremental gains by capitalizing on crude oil supply and pricing seasonality. These contracts are classified as held for trading and are recognized at fair value with changes in fair value recognized in the income statement. We had no outstanding trading commodity derivative contracts as of March 31, 2025.


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Controls and Procedures

ITEM 4. CONTROLS AND PROCEDURES

Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Exchange Act is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period.

We acquired H2O Midstream effective September 11, 2024 and Gravity effective January 2, 2025, and have included the operating results and assets and liabilities of H2O Midstream and Gravity in our condensed consolidated financial statements as of March 31, 2025. As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of H2O Midstream and Gravity. We are currently in the process of integrating the H2O Midstream and Gravity operations, control processes and information systems into our systems and control environment.

Other than the acquisition of Gravity, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the first quarter of 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


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Other Information

Part II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations. See Note 13 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information. Aside from the disclosure updated in Note 13, there have been no material developments to the proceedings previously reported in our Annual Report on Form 10-K filed on February 26, 2025.

ITEM 1A. RISK FACTORS

There were no material changes during the three months ended March 31, 2025 to the risk factors identified in the Company’s fiscal 2024 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information with respect to the purchase of shares of our common stock made during the three months ended March 31, 2025 by or on behalf of us or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act (inclusive of all purchases that have settled as of March 31, 2025).


	(a)	(b)		(c)	(d)
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1 - January 31	80,834	$	18.56	80,834	$	542.1
February 1 - February 28	62,498	16.00		62,498	$	541.1
March 1 - March 31	1,866,088	15.54		1,866,088	$	512.1
Total	2,009,420	$	15.68	2,009,420	N/A

(1) See further discussion in Note 19 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

Intercompany Transactions

On May 1, 2025, we and certain of our subsidiaries entered into a series of intercompany transactions with Delek Logistics and certain of its subsidiaries, as described below. The transactions, including the consideration therefor, were negotiated and approved by the Audit Committee of our Board of Directors, which is comprised solely of independent directors, and by the Conflicts Committee of the Board of Directors of Delek Logistics’ general partner, which is also comprised solely of independent directors. In approving the series of intercompany transactions, the Audit Committee and Conflicts Committee took into consideration the related party transaction policies of the Company and Delek Logistics, respectively, our Fifth Amended and Restated Bylaws and Delek Logistics’ Third Amended and Restated Limited Partnership Agreement, respectively, and retained independent legal advisors to assist in evaluating and negotiating the agreements implicated in the intercompany transactions. The Conflicts Committee also retained independent accounting and financial advisors to assist in evaluating the intercompany transactions.

Delek Permian Gathering Dropdown

On May 1, 2025, the Company conveyed, through its subsidiaries, the Delek Permian Gathering purchasing and blending business to Delek Logistics (the “Dropdown Transaction”), as reflected in that certain Contribution, Conveyance and Assumption Agreement, dated May 1, 2025 (the “Contribution Agreement”). In connection with the Dropdown Transaction, the Company will contribute and convey, and Delek Logistics will assume all of our rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System and in consideration of such contribution and conveyance Delek Logistics’ has agreed to (1) enter into the Termination Agreement (defined below), (2) enter into the Throughput Agreement (defined below), (3) enter into the El Dorado Purchase Agreement (defined below), and (4) to issue in the form of a book entry a cancellation of $58,800,000 of existing receivables owed by the Company to


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Other Information

Delek Logistics; provided, that if the Delek Logistics receivables are less than $58,800,000 as of May 1, 2025, then Delek Logistics shall issue a book entry credit toward the payment of future Delek Logistics receivables owed by the Company for such difference. The foregoing description of the Dropdown Transaction is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is attached as Exhibit 2.1 to this Quarterly Report on Form 10-Q.

Termination of the East Texas Marketing Agreement

On May 1, 2025, the Company and Delek Logistics, through their subsidiaries, entered into that certain Termination Agreement to terminate, in its entirety, the East Texas Marketing Agreement, dated November 7, 2012, by and between DK Trading & Supply, LLC, a wholly owned subsidiary of the Company, and Delek Marketing & Supply, LP, a wholly owned subsidiary of Delek Logistics, as amended by that certain First Amendment to Marketing Agreement dated July 26, 2013, and that certain Second Amendment to Marketing Agreement dated December 19, 2016 (the “Termination Agreement”). The Termination Agreement shall be effective as of January 1, 2026.

El Dorado Rail Facility Throughput Agreement

On May 1, 2025, in connection with the Dropdown Transaction, the Company and Delek Logistics, through their subsidiaries, entered into that certain Second Amended and Restated Throughput Agreement for the El Dorado Rail Facility (the “Throughput Agreement”). The Throughput Agreement provides minimum volume commitment for Refined Products (as defined therein) until the termination of the Throughput Agreement, which will occur at the closing of the El Dorado Purchase (as defined below).

El Dorado Rail Facility Asset Purchase Agreement

On May 1, 2025, in connection with the Dropdown Transaction, the Company and Delek Logistics, through their subsidiaries, entered into that certain Asset Purchase Agreement (the “El Dorado Purchase Agreement”). Pursuant to the El Dorado Purchase Agreement, the Company, through its subsidiaries, will purchase the Transferred Assets (as defined therein) from Delek Logistics for cash consideration of $25,000,000 (the “El Dorado Purchase”). The El Dorado Purchase is expected to close January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.

Fifth Amended and Restated Omnibus Agreement

On May 1, 2025, the Company and the Partnership entered into a Fifth Amended and Restated Omnibus Agreement with certain of their respective subsidiaries (the “Amended Omnibus Agreement”). The Amended Omnibus Agreement provides for an increase in the Administrative Fee (as defined therein) which shall be phased in over the two (2) years commencing on July 1, 2025 and a binding obligation for both parties to negotiate in good faith the provision of transition services by the Company in the event of a change in control of Delek Logistics. The foregoing description of the Amended Omnibus Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Omnibus Agreement, which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q.


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Exhibits

ITEM 6. EXHIBITS


Exhibit No.		Description

2.1	#	Contribution, Conveyance and Assumption Agreement, by and among DK Trading & Supply, LLC, Delek Marketing & Supply, LP, Delek Logistics Partners, LP and Delek US Holdings, Inc., dated as of May 1, 2025.

10 .1	*#	Third Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc. and Reuven Spiegel, effective as of March 1, 2025.

10.2	*#	Offer Letter, by and among Delek US Holdings, Inc., Delek Logistics Partners, L.P and Robert Wright, dated as of March 29, 2025.

10.3	#	Fifth Amended and Restated Omnibus Agreement, by and among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC and Delek Logistics GP, LLC, dated as of May 1, 2025.

31.1	#	Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.

31.2	#	Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.

32.1	##	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	##	Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2025 and March 31, 2024 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2025 and 2024 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2025 and 2024 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104		The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, has been formatted in Inline XBRL.




*						Management contract or compensatory plan or arrangement
#						Filed herewith
##						Furnished herewith


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Delek US Holdings, Inc.

By:			/s/ Avigal Soreq
			Avigal Soreq
			President and Chief Executive Officer (Principal Executive Officer)

By:			/s/ Mark Hobbs
			Mark Hobbs
			Executive Vice President, Chief Financial Officer (Principal Financial Officer)

By:			/s/ Robert Wright
			Robert Wright
			Senior Vice President and Deputy Chief Financial Officer (Principal Accounting Officer)