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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

June 30, 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 July 31, 2025, there were 60,152,407 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 June 30, 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						8
Notes to Condensed Consolidated Financial Statements						9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						36
Item 3. Quantitative and Qualitative Disclosures about Market Risk						70
Item 4. Controls and Procedures						72

PART II. OTHER INFORMATION
Item 1. Legal Proceedings						73
Item 1A. Risk Factors						73
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						73
Item 5. Other Information						73
Item 6. Exhibits						74
Signatures						75


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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)


	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	615.5	$	735.6
Accounts receivable, net	743.4		617.6


Inventories, net of inventory valuation reserves	860.9		893.2

Other current assets	101.8		85.5
Total current assets	2,321.6		2,331.9
Property, plant and equipment:
Property, plant and equipment	5,399.9		4,948.4
Less: accumulated depreciation	(2,151.0)		(2,008.4)
Property, plant and equipment, net	3,248.9		2,940.0
Operating lease right-of-use assets	81.9		92.2
Goodwill	475.3		475.3
Other intangibles, net	415.9		321.6
Equity method investments	409.3		392.9

Other non-current assets	115.9		111.9
Total assets	$	7,068.8	$	6,665.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,904.9	$	1,813.8


Current portion of long-term debt	9.5		9.5

Current portion of operating lease liabilities	35.4		43.2

Accrued expenses and other current liabilities	956.0		649.5
Total current liabilities	2,905.8		2,516.0
Non-current liabilities:
Long-term debt, net of current portion	3,091.2		2,755.7
Obligation under Inventory Intermediation Agreement	388.4		408.7
Environmental liabilities, net of current portion	31.8		33.3
Asset retirement obligations	34.7		24.7
Deferred tax liabilities	176.5		214.8
Operating lease liabilities, net of current portion	51.0		54.8

Other non-current liabilities	94.5		82.6
Total non-current liabilities	3,868.1		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, 78,002,696 shares and 80,127,994 shares issued at June 30, 2025 and December 31, 2024, respectively	0.8		0.8
Additional paid-in capital	1,243.3		1,215.9
Accumulated other comprehensive loss	(4.2)		(4.1)
Treasury stock, 17,575,527 shares, at cost, at June 30, 2025 and December 31, 2024, respectively	(694.1)		(694.1)
Retained earnings	(519.8)		(205.7)
Non-controlling interests in subsidiaries	268.9		262.4
Total stockholders’ equity	294.9		575.2
Total liabilities and stockholders’ equity	$	7,068.8	$	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 June 30,				Six Months Ended June 30,

	2025		2024		2025		2024
Net revenues	$	2,764.6	$	3,308.1	$	5,406.5	$	6,436.1
Cost of sales:
Cost of materials and other	2,415.0		3,025.5		4,814.5		5,758.4
Operating expenses (excluding depreciation and amortization presented below)	209.8		185.1		420.9		398.9
Depreciation and amortization	87.6		80.7		182.6		167.1
Total cost of sales	2,712.4		3,291.3		5,418.0		6,324.4


Operating expenses related to wholesale business (excluding depreciation and amortization presented below)	2.2		0.9		3.5		2.0
General and administrative expenses	76.6		60.2		138.1		121.2
Depreciation and amortization	6.5		7.7		12.8		13.0
Asset impairment	—		22.1		—		22.1
Other operating expense (income), net	0.4		(78.7)		(6.6)		(80.4)
Total operating costs and expenses	2,798.1		3,303.5		5,565.8		6,402.3
Operating (loss) income	(33.5)		4.6		(159.3)		33.8
Interest expense, net	85.9		77.6		170.0		165.3
Income from equity method investments	(22.2)		(30.4)		(35.5)		(52.3)






Other expense (income), net	6.2		—		4.6		(0.6)
Total non-operating expense, net	69.9		47.2		139.1		112.4
Loss from continuing operations before income tax benefit	(103.4)		(42.6)		(298.4)		(78.6)
Income tax benefit	(14.1)		(8.8)		(50.9)		(16.4)
Loss from continuing operations, net of tax	(89.3)		(33.8)		(247.5)		(62.2)
Discontinued operations:
(Loss) income from discontinued operations	(1.0)		8.8		(1.4)		12.4
Income tax (benefit) expense	(0.2)		1.1		(0.3)		1.5
(Loss) income from discontinued operations, net of tax	(0.8)		7.7		(1.1)		10.9
Net loss	(90.1)		(26.1)		(248.6)		(51.3)


Net income attributed to non-controlling interests	16.3		11.1		30.5		18.5
Net loss attributable to Delek	$	(106.4)	$	(37.2)	$	(279.1)	$	(69.8)
Basic loss per share:
Loss from continuing operations	$	(1.75)	$	(0.70)	$	(4.53)	$	(1.26)
(Loss) income from discontinued operations	(0.01)		0.12		(0.02)		0.17
Total basic loss per share	$	(1.76)	$	(0.58)	$	(4.55)	$	(1.09)
Diluted loss per share:
Loss from continuing operations	$	(1.75)	$	(0.70)	$	(4.53)	$	(1.26)
(Loss) income from discontinued operations	(0.01)		0.12		(0.02)		0.17
Total diluted loss per share	$	(1.76)	$	(0.58)	$	(4.55)	$	(1.09)
Weighted average common shares outstanding:
Basic	60,506,943		64,213,899		61,306,915		64,117,943
Diluted	60,506,943		64,213,899		61,306,915		64,117,943

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 June 30,				Six Months Ended June 30,

	2025		2024		2025		2024
Net loss	$	(90.1)	$	(26.1)	$	(248.6)	$	(51.3)





























Comprehensive loss	$	(90.1)	$	(26.1)	$	(248.6)	$	(51.3)

Comprehensive income attributable to non-controlling interest	16.3		11.1		30.5		18.5
Comprehensive loss attributable to Delek	$	(106.4)	$	(37.2)	$	(279.1)	$	(69.8)

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 June 30, 2025
	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 March 31, 2025	78,208,023	$	0.8	$	1,248.2	$	(4.1)	$	(395.4)	(17,575,527)	$	(694.1)	$	274.0	$	429.4


Net (loss) income	—	—		—		—		(106.4)		—	—		16.3		(90.1)


Common stock dividends ($0.255 per share)	—	—		—		—		(15.5)		—	—		—		(15.5)
Distributions to non-controlling interests	—	—		—		—		—		—	—		(21.7)		(21.7)
Equity-based compensation expense	—	—		7.1		—		—		—	—		0.6		7.7


Repurchase of common stock	(685,050)	—		(10.9)		—		(2.0)		—	—		—		(12.9)

Taxes paid due to the net settlement of equity-based compensation	—	—		(3.2)		—		—		—	—		(0.4)		(3.6)
Exercise of equity-based awards	415,334	—		—		—		—		—	—		—		—



Other	64,389	—		2.1		(0.1)		(0.5)		—	—		0.1		1.6
Balance at June 30, 2025	78,002,696	$	0.8	$	1,243.3	$	(4.2)	$	(519.8)	(17,575,527)	$	(694.1)	$	268.9	$	294.9


	Three Months Ended June 30, 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 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


Net income	—	—		—		—		(37.2)		—	—		11.1		(26.1)


Common stock dividends ($0.250 per share)	—	—		—		—		(16.0)		—	—		—		(16.0)
Distributions to non-controlling interests	—	—		—		—		—		—	—		(13.8)		(13.8)
Equity-based compensation expense	—	—		7.3		—		—		—	—		0.3		7.6




Taxes paid due to the net settlement of equity-based compensation	—	—		(3.9)		—		—		—	—		(0.2)		(4.1)
Exercise of equity-based awards	402,665	—		—		—		—		—	—		—		—
Other	56,889	—		0.6		—		(0.2)		—	—		(0.3)		0.1
Balance at June 30, 2024	82,085,570	$	0.8	$	1,175.8	$	(4.8)	$	328.1	(17,575,527)	$	(694.1)	$	177.0	$	982.8


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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)


	Six Months Ended June 30, 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	—	—		—		—		(279.1)		—	—		30.5		(248.6)



Common stock dividends ($0.510 per share)	—	—		—		—		(31.4)		—	—		—		(31.4)
Distributions to non-controlling interests	—	—		—		—		—		—	—		(43.3)		(43.3)
Equity-based compensation expense	—	—		13.7		—		—		—	—		0.9		14.6

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	(2,694,470)	—		(41.5)		—		(2.9)		—	—		—		(44.4)



Taxes paid due to the net settlement of equity-based compensation	—	—		(3.6)		—		—		—	—		(0.7)		(4.3)
Exercise of equity-based awards	476,484	—		—		—		—		—	—		—		—



Other	92,688	—		3.4		(0.1)		(0.7)		—	—		(1.8)		0.8
Balance at June 30, 2025	78,002,696	$	0.8	$	1,243.3	$	(4.2)	$	(519.8)	(17,575,527)	$	(694.1)	$	268.9	$	294.9


	Six Months Ended June 30, 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	—	—		—		—		(69.8)		—	—		18.5		(51.3)
Common stock dividends ($0.495 per share)	—	—		—		—		(31.7)		—	—		—		(31.7)
Equity-based compensation expense	—	—		14.3		—		—		—	—		0.5		14.8
Distributions to non-controlling interests	—	—		—		—		—		—	—		(23.6)		(23.6)



Taxes paid due to the net settlement of equity-based compensation	—	—		(4.4)		—		—		—	—		(0.5)		(4.9)
Exercise of equity-based awards	447,039	—		—		—		—		—	—		—		—
Equity attributable to issuance of Delek Logistics common limited partner units, net of tax	—	—		50.5		—		—		—	—		68.3		118.8
Other	98,660	—		1.8		—		(0.4)		—	—		(0.4)		1.0
Balance at June 30, 2024	82,085,570	$	0.8	$	1,175.8	$	(4.8)	$	328.1	(17,575,527)	$	(694.1)	$	177.0	$	982.8

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)


	Six Months Ended June 30,

	2025		2024
Cash flows from operating activities:
Net loss	$	(248.6)	$	(51.3)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	195.4		180.1

Non-cash lease expense	21.7		25.0
Deferred income taxes	(51.2)		(15.9)
Asset impairment	—		22.1
Income from equity method investments	(35.5)		(52.3)
Dividends from equity method investments	13.5		22.7
Non-cash lower of cost or market/net realizable value adjustment	0.1		(10.7)


Loss on extinguishment of debt	—		3.6



Equity-based compensation expense	14.6		14.8
Loss (income) from discontinued operations	1.1		(10.9)

Other	10.2		(17.9)
Changes in assets and liabilities:
Accounts receivable	(115.6)		12.3
Inventories and other current assets	(3.8)		1.2
Fair value of derivatives	2.0		7.1
Accounts payable and other current liabilities	214.6		(4.9)
Obligation under Inventory Intermediation Agreements	(20.3)		64.6
Non-current assets and liabilities, net	(8.1)		(88.6)
Cash (used in) provided by operating activities - continuing operations	(9.9)		101.0
Cash (used in) provided by operating activities - discontinued operations	(1.1)		17.3
Net cash (used in) provided by operating activities	(11.0)		118.3
Cash flows from investing activities:

Business combination, net of cash acquired	(181.2)		—

Distributions from equity method investments	5.6		3.4
Purchases of property, plant and equipment	(301.5)		(118.2)

Purchases of intangible assets	(7.1)		(1.3)
Proceeds from sale of property, plant and equipment	4.9		9.5
Insurance and settlement proceeds	6.2		18.0
Other	(4.5)		(0.4)

Cash used in investing activities - continuing operations	(477.6)		(89.0)
Cash used in investing activities - discontinued operations	—		(15.1)
Net cash used in investing activities	(477.6)		(104.1)
Cash flows from financing activities:
Proceeds from long-term revolvers	5,374.7		3,013.1
Payments on long-term revolvers	(5,729.3)		(3,463.4)
Proceeds from term debt	700.0		852.5
Payments on term debt	(4.8)		(536.1)

Proceeds from product and other financing agreements	840.2		259.7
Repayments of product and other financing agreements	(678.1)		(361.8)




Repurchase of common stock	(44.4)		—

Distribution to non-controlling interest	(43.3)		(23.6)


Proceeds from issuance of Delek Logistic common limited partner units, net	—		132.2



Dividends paid	(31.4)		(31.7)

Deferred financing costs paid	(10.8)		(14.2)
Other	(4.3)		(5.2)
Cash provided by (used in) financing activities - continuing operations	368.5		(178.5)

Net cash provided by (used in) financing activities	368.5		(178.5)
Net decrease in cash and cash equivalents	(120.1)		(164.3)
Cash and cash equivalents at the beginning of the period	735.6		822.2
Cash and cash equivalents at the end of the period	615.5		657.9
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	$	615.5	$	657.5

Delek US Holdings, Inc.

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

(In millions)


	Six Months Ended June 30,
	2025		2024










































































Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest of $7.0 million and $0.7 million in the 2025 and 2024 periods, respectively	$	163.6	145.2
Income taxes	$	1.0	$	3.2
Non-cash investing activities:


Delek Logistics common units issued in connection with Gravity Acquisition	$	91.5	$	—
(Decrease) increase in accrued capital expenditures	$	(5.0)	$	(2.3)
Non-cash financing activities:

Non-cash lease liability arising from obtaining right-of-use assets during the period	$	32.5	$	11.2
Non-cash right of use asset decrease due to lease termination during the period	$	(1.6)	$	—

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 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 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a VIE

In May 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a VIE. This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date. The adoption of ASU 2025-03 will not affect our financial position or our results of operations, but could impact future business combinations.

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

In November 2024, the FASB” issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The adoption 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 and six months ended June 30, 2025, we incurred $1.0 million and $4.1 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income and comprehensive income.

Our 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 $24.0 million and $8.1 million, respectively, for the three months ended June 30, 2025, and $46.8 million and $18.0 million, respectively, for the period from January 2, 2025, through June 30, 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.


10 \|

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	192.8
Operating lease right-of-use assets	0.1
Other intangibles (1)	99.5
Other non-current assets	0.1
Total assets acquired	317.7

Liabilities assumed:
Accounts payable	2.5
Accrued expenses and other current liabilities	5.7
Current portion of operating lease liabilities	0.1
Asset retirement obligations	8.6

Total liabilities assumed	16.9
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 $67.6 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 June 30, 2025. We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

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

Fair Value Adjustments

During the three months ended June 30, 2025, the Partnership recorded the following fair value adjustments to the preliminary purchase price allocation, based on new information about facts and circumstances that existed as of the acquisition date:


Balance Sheet Description	Preliminary Value	Adjusted Value	Change
Property, plant and equipment	208.3	192.8	(15.5)
Other intangibles	82.6	99.5	16.9
Asset retirement obligations	7.2	8.6	1.4


11 \|

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 June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Net revenues	$	2,764.6	$	3,340.2	$	5,406.5	$	6,499.9
(Loss) income from continuing operations, net of tax	$	(105.1)	$	(42.8)	$	(276.0)	$	(78.8)

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 the 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 and six months ended June 30, 2025, we incurred $0.3 million and $0.4 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income.

Our results of operations included revenue and net income of $15.3 million and $6.4 million, respectively, for the three months ended June 30, 2025, and $31.8 million and $13.5 million, respectively, for the six months ended June 30, 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


12 \|

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 a 13.4 years useful life.

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

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

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 June 30, 2025. There have been no significant adjustments to the preliminary purchase price allocation during the three and six months ended June 30, 2025. We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805, Business Combinations.

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.


13 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

During the second quarter of 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, the 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.

On May 1, 2025, we transferred the Delek Permian Gathering ("DPG") purchasing and blending activities to Delek Logistics (the "DPG Dropdown”). The operating results of DPG are now reported in our Logistics segment, while previously recorded in the Refining segment.

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 segment EBITDA attributable to Delek. We define segment 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.


14 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

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):


	Three Months Ended June 30, 2025
	Refining		Logistics		Total
Net revenues (excluding intercompany fees and revenues)	$	2,632.3	$	132.3	$	2,764.6
Inter-segment fees and revenues (1)	84.5		114.1		198.6
Total segment revenues	$	2,716.8	$	246.4	$	2,963.2
Elimination of inter-segment revenue					(198.6)
Total consolidated revenues					$	2,764.6

Cost of materials and other	2,478.5		119.3
Operating expenses	150.5		38.2
General and administrative expenses	4.7		8.9
Income from equity method investments	(11.7)		(10.5)
Other	(0.3)		0.4
Segment EBITDA attributable to Delek	$	95.1	$	90.1	$	185.2

Reconciling items to consolidated loss before income taxes
Corporate expenses, eliminations and other (2)					124.9
Depreciation and amortization					94.1
Interest expense, net					85.9
Income tax benefit					(14.1)
Loss from discontinued operations, net of tax					0.8
Net loss attributable to Delek					$	(106.4)


	Three Months Ended June 30, 2025
	Refining		Logistics		Corporate, Other and Eliminations		Consolidated
Depreciation and amortization	$	66.5	$	30.2	$	(2.6)	$	94.1
Interest expense, net	$	43.0	$	18.1	$	24.8	$	85.9
Income from equity method investments	$	(11.7)	$	(10.5)	$	—	$	(22.2)
Capital spending (3)	$	40.3	$	119.2	$	4.5	$	164.0


15 \|

Notes to Condensed Consolidated Financial Statements (unaudited)


	Three Months Ended June 30, 2024
	Refining		Logistics		Total
Net revenues (excluding intercompany fees and revenues)	$	3,097.9	$	107.7	$	3,205.6
Inter-segment fees and revenues (1)	209.3		156.9		366.2
Total segment revenues	$	3,307.2	$	264.6	$	3,571.8
Elimination of inter-segment revenue					(263.7)
Total consolidated revenues					$	3,308.1

Cost of materials and other	3,150.4		138.1
Operating expenses	148.6		29.6
General and administrative expenses	4.3		6.0
Income from equity method investments	(11.9)		(7.9)
Other	(1.5)		(1.8)
Segment EBITDA attributable to Delek	$	17.3	$	100.6	$	117.9

Reconciling items to consolidated loss before income taxes
Corporate expenses, eliminations and other (2)					5.6
Depreciation and amortization					88.4
Interest expense, net					77.6
Income tax benefit					(8.8)
Income from discontinued operations, net of tax					(7.7)
Net loss attributable to Delek					$	(37.2)


	Three Months Ended June 30, 2024
	Refining		Logistics		Corporate, Other and Eliminations (4)		Consolidated
Depreciation and amortization	$	57.4	$	24.2	$	6.8	$	88.4
Interest expense, net	$	7.0	$	35.2	$	35.4	$	77.6
Income from equity method investments	$	(11.9)	$	(7.9)	$	(10.6)	$	(30.4)
Capital spending (3)	$	47.0	$	10.2	$	7.1	$	64.3


16 \|

Notes to Condensed Consolidated Financial Statements (unaudited)


	Six Months Ended June 30, 2025
	Refining		Logistics		Total
Net revenues (excluding intercompany fees and revenues)	$	5,150.6	$	255.9	$	5,406.5
Inter-segment fees and revenues	174.5		240.4		414.9
Total segment revenues	$	5,325.1	$	496.3	$	5,821.4
Elimination of inter-segment revenue					(414.9)
Total consolidated revenues					$	5,406.5

Cost of materials and other	4,949.4		248.4
Operating Expenses	308.6		79.1
General and administrative expenses	6.8		17.8
Income from equity method investments	(15.2)		(20.7)
Other	(3.4)		(3.9)
Segment EBITDA attributable to Delek	$	78.9	$	175.6	$	254.5

Reconciling items to consolidated loss before income taxes
Corporate expenses, eliminations and other (2)					218.0
Depreciation and amortization					195.4
Interest expense, net					170.0
Income tax benefit					(50.9)
Loss from discontinued operations, net of tax					1.1
Net loss attributable to Delek					$	(279.1)


	Six Months Ended June 30, 2025
	Refining		Logistics		Corporate, Other and Eliminations		Consolidated
Depreciation and amortization	$	138.4	$	61.1	$	(4.1)	$	195.4
Interest expense, net	$	79.1	$	36.7	$	54.2	$	170.0
Income from equity method investments	$	(15.2)	$	(20.7)	$	0.4	$	(35.5)
Capital spending (3)	$	96.5	$	191.1	$	9.0	$	296.6


17 \|

Notes to Condensed Consolidated Financial Statements (unaudited)


	Six Months Ended June 30, 2024
	Refining		Logistics		Total
Net revenues (excluding intercompany fees and revenues)	$	6,019.5	$	220.2	$	6,239.7
Inter-segment fees and revenues (1)	396.0		296.5		692.5
Total segment revenues	$	6,415.5	$	516.7	$	6,932.2
Elimination of inter-segment revenue					(496.1)
Total consolidated revenues					$	6,436.1

Cost of materials and other	5,990.3		261.8
Operating Expenses	314.4		61.5
General and administrative expenses	8.4		10.9
Income from equity method investments	(15.9)		(16.4)
Other	(4.1)		(1.4)
Segment EBITDA attributable to Delek	$	122.4	$	200.3	$	322.7

Reconciling items to consolidated loss before income taxes
Corporate expenses, eliminations and other (2)					74.4
Depreciation and amortization					180.1
Interest expense, net					165.3
Income tax benefit					(16.4)
Income from discontinued operations, net of tax					(10.9)
Net loss attributable to Delek					$	(69.8)


	Six Months Ended June 30, 2024
	Refining		Logistics		Corporate, Other and Eliminations (4)		Consolidated
Depreciation and amortization	$	118.8	$	50.7	$	10.6	$	180.1
Interest expense, net	$	19.1	$	75.5	$	70.7	$	165.3
Income from equity method investments	$	(15.9)	$	(16.4)	$	(20.0)	$	(52.3)
Capital spending (3)	$	68.5	$	25.4	$	12.2	$	106.1

(1) Intercompany fees and sales for the refining segment include revenues of $102.5 million and $196.4 million during the three and six months ended June 30, 2024, respectively, to the Retail Stores, the operations of which are reported in discontinued operations.

(2) Corporate expenses, eliminations and other represents corporate costs that are not allocated to the operating segments, inter-segment cost eliminations and other unallocated shared service functions. “Corporate expenses, eliminations and other” are included in the tables above to reconcile total Segment EBITDA attributable to Delek to the Company’s consolidated loss before income taxes.

(3) Capital spending includes additions on an accrual basis. Capital spending excludes capital spending associated with the Retail Stores of $6.5 million and $10.6 million during the three and six months ended June 30, 2024, respectively.

(4) The corporate, other and eliminations operating results for the three and six months ended June 30, 2024, have been restated to reflect the reclassification of the Retail Stores to discontinued operations.

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.


18 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

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 June 30,				Six Months Ended June 30,

	2025		2024		2025		2024
Net revenues	$	—	$	216.1	$	—	$	409.6
Cost of material and other	—		(176.4)		0.5		(334.7)
Operating expenses	—		(25.4)		—		(50.1)
General and administrative expenses	(0.4)		(2.9)		(1.2)		(6.3)
Depreciation and amortization	—		(3.7)		—		(7.2)
Other operating loss, net	(0.6)		1.2		(0.7)		1.1
Interest (expense) income, net	—		(0.1)		—		(0.1)
Other income, net	—		—		—		0.1

(Loss) income from discontinued operations before taxes	(1.0)		8.8		(1.4)		12.4
Income tax (benefit) expense	(0.2)		1.1		(0.3)		1.5
(Loss) income from discontinued operations, net of tax	$	(0.8)	$	7.7	$	(1.1)	$	10.9


19 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator:
Numerator for EPS - continuing operations
Net loss from continuing operations	$	(89.3)	$	(33.8)	$	(247.5)	$	(62.2)

Less: Income from continuing operations attributed to non-controlling interests	16.3		11.1		30.5		18.5


Numerator for basic and diluted EPS from continuing operations attributable to Delek	$	(105.6)	$	(44.9)	$	(278.0)	$	(80.7)

Numerator for EPS - discontinued operations
(Loss) income from discontinued operations, including gain on sale of discontinued operations	$	(1.0)	$	8.8	$	(1.4)	$	12.4
Less: Income tax (benefit) expense	(0.2)		1.1		(0.3)		1.5


(Loss) income from discontinued operations, net of tax	$	(0.8)	$	7.7	$	(1.1)	$	10.9

Denominator:
Weighted average common shares outstanding (denominator for basic EPS)	60,506,943		64,213,899		61,306,915		64,117,943


Dilutive effect of stock-based awards	—		—		—		—
Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS)	60,506,943		64,213,899		61,306,915		64,117,943

EPS:
Basic loss per share:
Loss from continuing operations	$	(1.75)	$	(0.70)	$	(4.53)	$	(1.26)
(Loss) income from discontinued operations	(0.01)		0.12		(0.02)		0.17
Total basic loss per share	$	(1.76)	$	(0.58)	$	(4.55)	$	(1.09)
Diluted loss per share:
Loss from continuing operations	$	(1.75)	$	(0.70)	$	(4.53)	$	(1.26)
(Loss) income from discontinued operations	(0.01)		0.12		(0.02)		0.17
Total diluted loss per share	$	(1.76)	$	(0.58)	$	(4.55)	$	(1.09)

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)	2,446,267		1,397,499		2,384,652		1,250,217
Antidilutive due to loss	507,043		664,225		471,261		660,263
Total antidilutive stock-based compensation	2,953,310		2,061,724		2,855,913		1,910,480


20 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

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 June 30, 2025, we owned a 63.3% 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.

Delek Permian Gathering Dropdown

On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending activities to Delek Logistics. 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 cancellation of $58.8 million in payables owed to Delek Logistics.

Agreements

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.

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.

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.

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 six months ended June 30, 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 six months ended June 30, 2024. As of June 30, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.


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Notes to Condensed Consolidated Financial Statements (unaudited)

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 June 30, 2025		As of December 31, 2024
ASSETS
Cash and cash equivalents	$	1.4	$	5.4
Accounts receivable	97.5		54.7
Accounts receivable from related parties	272.5		33.3
Lease receivable - affiliate	19.6		22.8
Inventory	17.1		5.4
Other current assets	1.7		24.2
Property, plant and equipment, net	1,403.8		1,064.3
Equity method investments	320.2		317.2
Operating lease right-of-use assets	14.3		16.7
Goodwill	12.2		12.2
Intangible assets, net	378.2		281.5
Net lease investment - affiliate	188.1		193.1
Other non-current assets	26.3		10.8
Total assets	$	2,752.9	$	2,041.6
LIABILITIES AND EQUITY
Accounts payable	$	382.4	$	41.4


Current portion of operating lease liabilities	4.3		5.3
Accrued expenses and other current liabilities	55.9		42.1
Long-term debt, net of current portion	2,211.4		1,875.4
Asset retirement obligations	25.3		15.6
Operating lease liabilities, net of current portion	4.8		6.0
Other non-current liabilities	36.8		20.3

Equity	32.0		35.5
Total liabilities and equity	$	2,752.9	$	2,041.6

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 June 30, 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 June 30, 2025, and December 31, 2024, Delek's HoldCo investment balance totaled $95.2 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 June 30, 2025, and December 31, 2024, Delek's investment balance in Red River totaled $133.2 million and $136.5 million, respectively.


22 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

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 June 30, 2025, and December 31, 2024, Delek Logistics' investment balance in these joint ventures was $91.8 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 June 30, 2025, and December 31, 2024, Delek's investment balance in these joint ventures was $89.1 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") basisor net realizable value.

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


	Titled Inventory		Inventory Intermediation Agreement (1)		Total
June 30, 2025
Feedstocks, raw materials and supplies	$	245.6	$	132.7	$	378.3
Refined products and blendstock	245.0		237.6		482.6

Total	$	490.6	$	370.3	$	860.9

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 June 30, 2025, we recorded a pre-tax inventory valuation reserve of $1.0 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. We recognized a net reduction (increase) in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of nominal amount and $(0.1) million for the three and six months ended June 30, 2025, respectively, $1.9 million and $10.7 million for the three and six months ended June 30, 2024, 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 (as defined below) (in millions):


	As of June 30, 2025		As of December 31, 2024
Obligations under Inventory Intermediation Agreement
Obligations related to Base Layer Volumes	$	388.4	$	408.7
Current portion	—		—
Total obligations under Inventory Intermediation Agreement	$	388.4	$	408.7
Other payable (receivable) for monthly activity true-up	$	18.3	$	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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net fees and expenses:
Inventory intermediation fees	$	10.1	$	10.1	$	21.5	$	4.5
Interest expense, net	$	12.5	$	15.0	$	25.6	$	31.5

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 June 30, 2025, and December 31, 2024, we had letters of credit outstanding of $255.0 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 June 30, 2025, and December 31, 2024, the volumes subject to the Inventory Intermediation Agreement totaled 5.4 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 $26.7 million and $30.0 million during the three and six months ended June 30, 2025, respectively, and $19.3 million and $(62.5) million during the three and six June 30, 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):


	June 30, 2025		December 31, 2024

Delek Term Loan Credit Facility	$	926.2	$	931.0
Delek Logistics Revolving Facility	80.9		435.4


Delek Logistics 2028 Notes	400.0		400.0
Delek Logistics 2029 Notes	1,050.0		1,050.0
Delek Logistics 2033 Notes	700.0		—

Principle amount of long-term debt	3,157.1		2,816.4
Less: Unamortized discount and premium and deferred financing costs	56.4		51.2
Total debt, net of unamortized discount and premium and deferred financing costs	3,100.7		2,765.2
Less: Current portion of long-term debt	9.5		9.5
Long-term debt, net of current portion	$	3,091.2	$	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 June 30, 2025, and December 31, 2024, the weighted average borrowing rate was approximately 7.24% and 7.44%, respectively. The effective interest rate was 8.43% as of June 30, 2025.

Available capacity and amounts outstanding for each of our revolving credit facilities as of June 30, 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	$	—	$	424.4	$	675.6	October 26, 2027
Delek Logistics Revolving Facility (2)	$	1,150.0	$	80.9	$	—	$	1,069.1	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 June 30, 2025, and December 31, 2024, the weighted average interest rate were 7.72% 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 2033 Notes

On June 30, 2025, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $700.0 million in aggregate principal amount of the Co-issuers 7.325% Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.

The Delek Logistics 2033 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 2033 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 2033 Notes will mature on June 30, 2033, and interest is payable semi-annually in arrears on each June 30 and December 30. As of June 30, 2025, the effective interest rate was 7.64%.


25 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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 June 30, 2025, the effective interest rate was 8.80%.

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 June 30, 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 six months ended June 30, 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 six months ended June 30, 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 June 30, 2025, we were in compliance with covenants on all of our debt instruments.


26 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

Some of Delek's subsidiaries have restrictions in their respective credit facilities limiting their use of assets. As of June 30, 2025, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use.

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 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. 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.

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 and six months ended June 30, 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.


27 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

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 June 30, 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 June 30, 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).


		June 30, 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	$	25.0	$	(32.3)	$	19.5	$	(22.0)
Commodity derivatives (1)	Other current liabilities	—		—		5.4		(5.4)


RINs commitment contracts (2)	Other current assets	3.7		—		0.3		—
RINs commitment contracts (2)	Other current liabilities	—		(2.5)		—		(5.6)
Interest rate swap derivatives	Other current assets	3.0		—		3.5		—

Interest rate swap derivatives	Other long-term liabilities	—		(5.0)		4.8		(5.1)
Total gross fair value of derivatives		31.7		(39.8)		33.5		(38.1)
Less: Counterparty netting and cash collateral (3)		23.3		(32.3)		19.9		(27.4)
Total net fair value of derivatives		$	8.4	$	(7.5)	$	13.6	$	(10.7)

(1)As of June 30, 2025, and December 31, 2024, we had open derivative positions representing 14,949,800 and 18,471,700 barrels, respectively, of crude oil and refined petroleum products. Additionally, as of June 30, 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 June 30, 2025, and December 31, 2024, we had open RINs commitment contracts representing 96,562,300 and 36,000,000 RINs, respectively.

(3)As of June 30, 2025, and December 31, 2024, $9.0 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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(Losses) gains on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1)	$	(3.3)	$	(7.5)	$	12.0	$	(29.2)
Losses on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2)	(0.6)		—		(2.9)		—




Total (losses) gains	$	(3.9)	(7.5)		$	9.1	$	(29.2)

(1) (Losses) gains on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized (losses) of $(6.3) million and $(4.7) million for the three and six months ended June 30, 2025, respectively, and $(0.2) million and $(9.2) million for the three and six months ended June 30, 2024, respectively.

(2) Losses on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $(1.8) million and $(5.2) million for the three and six June 30, 2025, respectively. There were no unrealized gains (losses) on interest rate derivatives that are economic hedges but not designated as hedging instruments for the three and six June 30, 2024.

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


28 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Trading Physical Forward Contract Commodity Derivatives
Realized gains (losses)	$	—	$	0.1	$	—	$	(0.1)
Unrealized gains (losses)	—		—		—		—
Total	$	—	$	0.1	$	—	$	(0.1)

12. Fair Value Measurements

Our assets and liabilities that are measured at fair value include commodity derivatives, interest rate 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 swaps are 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 gains (losses) of $(5.2) million and $(6.3) million on changes in fair value for the three and six months ended June 30, 2025, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of the quarter. There were $0.3 million changes in fair value for the three and six months ended June 30, 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 $402.1 million, respectively, as of June 30, 2025, and $400.0 million and $399.1 million, respectively, at December 31, 2024.


29 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

In addition, 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 $1,091.0 million, respectively, as of June 30, 2025, and $1,050.0 million and $1,086.9 million, respectively, at December 31, 2024.

Also, the fair value of the Delek Logistics 2033 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 $700.0 million and $697.4 million, respectively, as of June 30, 2025.

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 June 30, 2025
	Level 1		Level 2		Level 3		Total
Assets
Commodity derivatives	$	—	$	25.0	$	—	$	25.0

Interest rate swap derivatives	—		3.0		—		3.0
RINs commitment contracts	—		3.7		—		3.7


Total assets	—		31.7		—		31.7
Liabilities
Commodity derivatives	—		(32.3)		—		(32.3)
Interest rate swap derivatives	—		(5.0)		—		(5.0)
RINs commitment contracts	—		(2.5)		—		(2.5)
Environmental credits obligation deficit	—		(120.4)		—		(120.4)
Inventory Intermediation Agreement obligation	—		(388.4)		—		(388.4)
Total liabilities	—		(548.6)		—		(548.6)
Net liabilities	$	—	$	(516.9)	$	—	$	(516.9)


	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 June 30, 2025, and December 31, 2024, $9.0 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.


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Notes to Condensed Consolidated Financial Statements (unaudited)

During the second quarter of 2025, we recognized an impairment of $8.6 million related to two equity investments recorded within other non-current assets on the condensed consolidated balance sheets. Our estimated fair value of the investments as of June 30, 2025, was based on additional funding at lower valuations. The impairment is included in other expense (income), net on the condensed consolidated statements of income.

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 June 30, 2025, we have recorded an environmental liability of approximately $35.8 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.

On June 27, 2024, we settled a dispute that was in litigation related to a property that we historically operated as an asphalt and marine fuel terminal both as an owner and, subsequently, as a lessee under an in-substance lease agreement (the “License Agreement”). The settlement included the purchase of the property for $10.0 million and $42.0 million for settlement of the litigation for a total of $52.0 million. The total settlement was comprised of $24.0 million of cash paid at closing and a promissory note for $28.0 million to be paid in three equal installments of $9.3 million on each of April 1, 2025, April 1, 2026, and April 1, 2027, plus accrued interest. The settlement charge was recorded in other operating income, net in the condensed consolidated statements of income.

The License Agreement, which provided us the license to continue operating our asphalt and marine fuel terminal operations on the property for a term of ten years and expired in June 2020, also ascribed a contractual noncontingent indemnification guarantee to certain of our wholly-owned subsidiaries related to certain incremental environmental remediation activities, predicated on the completion of certain property development activities ascribed to the lessor was formally terminated in the settlement. As a result of the termination of the License Agreement, we are no longer obligated to remove equipment from the property for certain development activities and as a result we have reversed the $17.9 million asset retirement obligation recorded in connection with the Delek/Alon Merger, effective July 1, 2017, since we own the property and intend to operate the property as an asphalt and marine fuel terminal and there was no remaining basis in the equipment. Additionally, as a result of the settlement, we reduced the non-contingent guarantee and environmental liability to $1.0 million since our risk of a contingent guarantee was eliminated and determined it appropriate to retain an accrual based on what we can reasonably estimate as the cost of the initial steps once operations cease or a cleanup is ordered. Total net gain from the property settlement was $53.4 million and was recorded in other operating income, net in the condensed consolidated statements of income for the three and six months ended June 30, 2024.


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Notes to Condensed Consolidated Financial Statements (unaudited)

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.

Other Losses and Contingencies

Delek maintains property damage insurance policies which have varying deductibles. Delek also maintains business interruption insurance policies, with varying coverage limits and waiting periods. Covered losses in excess of the deductible and outside of the waiting period are recoverable under the property and business interruption insurance policies.

El Dorado Refinery Fire

On February 27, 2021, our El Dorado refinery experienced a fire in its Penex unit. Contrary to initial assessments, and despite occurring during the early stages of turnaround activity, the facility did suffer operational disruptions as a result of the fire. An additional $10.5 million of insurance proceeds and other recoveries was recognized as a gain, in excess of property damage losses, during the three and six months ended June 30, 2024. An additional $10.6 million of other recoveries was recognized as a gain, related to business interruption claims, during the three and six months ended June 30, 2024. Such gains are included in other operating income, net in the condensed consolidated statements of income.

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 and six months ended June 30, 2025, income taxes were calculated based on the estimated annual effective tax rate versus the year-to-date effective tax rate. In the three and six months ended June 30, 2024, income taxes were calculated based on the estimated annual tax rate. Our effective tax rate for continuing operations was 13.6% and 17.1% for the three and six months ended June 30, 2025, respectively, and 20.7% and 20.9% for the three and six months ended June 30, 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 and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was primarily due to a decrease in quarter to date pre-tax earnings and the impact of fixed dollar favorable permanent adjustments on the quarter.

On July 4, 2025, the president of the United States signed into law Public Law No. 119-21 H.R.1, commonly known as the “One Big Beautiful Bill Act” ("OBBBA"). The OBBBA includes several significant provisions for corporations, including interest deductibility, research and experimentation expensing, and immediate deduction of capital expenditures. The Company is still evaluating the legislation and its impact on the financial statements.

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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues (1)	$	36.3	$	39.5	$	57.4	$	61.5
Cost of materials and other (2)	$	42.9	$	48.2	$	86.6	$	106.0

(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.


32 \|

Notes to Condensed Consolidated Financial Statements (unaudited)

16. Other Current Assets and Liabilities

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


Other Current Assets	June 30, 2025		December 31, 2024
Prepaid expenses	$	80.1	$	69.2
Short-term derivative assets (see Note 11)	8.4		8.8
Income and other tax receivables	6.5		6.7




Other	6.8		0.8
Total	$	101.8	$	85.5

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


Accrued Expenses and Other Current Liabilities	June 30, 2025		December 31, 2024
Product financing agreements	$	335.0	$	185.9
Crude purchase liabilities	244.1		193.9
Consolidated Net RINs Obligation deficit (see Note 12)	120.4		30.6
Income and other taxes payable	90.5		101.1
Employee costs	60.9		43.2
Deferred revenue	10.3		6.9
Short-term derivative liabilities (see Note 11)	2.5		5.6
Other	92.3		82.3
Total	$	956.0	$	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 $1.1 million and $10.4 million as of June 30, 2025, and December 31, 2024, respectively.

During the second quarter of 2024, we made the decision to idle the Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi biodiesel facilities, while exploring viable and sustainable alternatives. Those alternatives could include restarting if market conditions improve, marketing for sale or permanently closing any of the facilities. Our decision to idle these facilities was driven by the decline in the overall biodiesel market and aligns with our continued operational and cost optimization efforts. As a result, we conducted an evaluation of impairment and based on our review we recorded a $22.1 million impairment which included property, plant and equipment and right of use assets. In addition, $0.4 million of severance and benefit expenses were recognized in the three and six months ended June 30, 2024.

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


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Notes to Condensed Consolidated Financial Statements (unaudited)

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


		Three Months Ended June 30, 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	$	—	$	—	$	22.1	$	22.1
Severance costs and equity based compensation	Operating expenses	—		—		3.4		3.4


Total		$	—	$	—	$	25.5	$	25.5


		Three Months Ended June 30, 2024
Type of Costs	Statement of Income Location	Refining		Logistics		Corporate, Other and Eliminations		Consolidated
Consulting fees and severance costs	General and administrative expenses	$	—	$	—	$	0.1	$	0.1
Severance costs	Operating expenses	0.4		—		—		0.4
Impairment	Asset impairment	22.1		—		—		22.1
Total		$	22.5	$	—	$	0.1	$	22.6


		Six Months Ended June 30, 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	$	—	$	—	$	29.6	$	29.6
Severance costs and equity based compensation	Operating expenses	0.3		—		4.0		4.3


Total		$	0.3	$	—	$	33.6	$	33.9


		Six Months Ended June 30, 2024
Type of Costs	Statement of Income Location	Refining		Logistics		Corporate, Other and Eliminations		Consolidated
Consulting fees and severance costs	General and administrative expenses	$	—	$	—	$	3.3	$	3.3
Severance cost	Operating expenses	0.4		—		—		0.4
Impairment	Asset impairment	22.1		—		—		22.1
Total		$	22.5	$	—	$

Delek US Holdings, Inc. 10-Q