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 | September 30, 2026 | |||||||||||||
or
| ☐ | 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 | DK | New York Stock Exchange | ||||||||||||
At October 30, 2026, there were 60,614,153 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 September 30, 2026
2 | |  | ||||
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)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 1,335.1 | $ | 625.8 | ||||||||||
| Accounts receivable, net | 1,006.4 | 648.7 | ||||||||||||
| Inventories, net of inventory valuation reserves | 1,084.6 | 726.0 | ||||||||||||
| Other current assets | 100.9 | 67.5 | ||||||||||||
| Total current assets | 3,527.0 | 2,068.0 | ||||||||||||
| Property, plant and equipment: | ||||||||||||||
| Property, plant and equipment | 6,007.3 | 5,586.9 | ||||||||||||
| Less: accumulated depreciation | (2,576.5) | (2,314.4) | ||||||||||||
| Property, plant and equipment, net | 3,430.8 | 3,272.5 | ||||||||||||
| Operating lease right-of-use assets | 63.0 | 71.4 | ||||||||||||
| Goodwill | 475.3 | 475.3 | ||||||||||||
| Other intangibles, net | 396.2 | 405.7 | ||||||||||||
| Equity method investments | 444.4 | 427.7 | ||||||||||||
| Other non-current assets | 145.6 | 127.1 | ||||||||||||
| Total assets | $ | 8,482.3 | $ | 6,847.7 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 1,741.3 | $ | 1,633.8 | ||||||||||
| Current portion of long-term debt | 8.5 | 9.5 | ||||||||||||
| Current portion of operating lease liabilities | 27.6 | 27.2 | ||||||||||||
| Accrued expenses and other current liabilities | 884.4 | 858.9 | ||||||||||||
| Total current liabilities | 2,661.8 | 2,529.4 | ||||||||||||
| Non-current liabilities: | ||||||||||||||
| Long-term debt, net of current portion | 3,381.3 | 3,223.6 | ||||||||||||
| Obligation under Inventory Intermediation Agreement | 129.5 | 119.5 | ||||||||||||
| Environmental liabilities, net of current portion | 30.3 | 31.1 | ||||||||||||
| Asset retirement obligations | 37.6 | 34.0 | ||||||||||||
| Deferred tax liabilities | 359.7 | 217.9 | ||||||||||||
| Operating lease liabilities, net of current portion | 33.6 | 46.1 | ||||||||||||
| Other non-current liabilities | 182.5 | 98.8 | ||||||||||||
| Total non-current liabilities | 4,154.5 | 3,771.0 | ||||||||||||
| 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, 78,167,026 shares and 77,357,447 shares issued at September 30, 2026, and December 31, 2025, respectively | 0.8 | 0.8 | ||||||||||||
| Additional paid-in capital | 1,305.5 | 1,290.9 | ||||||||||||
| Accumulated other comprehensive loss | (0.1) | — | ||||||||||||
Treasury stock, 17,575,527 shares, at cost, at September 30, 2026, and December 31, 2025, respectively | (694.1) | (694.1) | ||||||||||||
| Retained earnings (deficit) | 691.5 | (311.1) | ||||||||||||
| Non-controlling interests in subsidiaries | 362.4 | 260.8 | ||||||||||||
| Total stockholders’ equity | 1,666.0 | 547.3 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 8,482.3 | $ | 6,847.7 | ||||||||||
See accompanying notes to the condensed consolidated financial statements
3 | | | ||||
Financial Statements
Delek US Holdings, Inc.
Condensed Consolidated Statements of Income (unaudited)
(In millions, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net revenues | $ | 4,392.1 | $ | 2,887.0 | $ | 11,132.2 | $ | 8,293.5 | ||||||||||||||||||
| Cost of sales: | ||||||||||||||||||||||||||
| Cost of materials and other | 2,479.5 | 2,165.7 | 8,335.9 | 6,980.2 | ||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization presented below) | 226.4 | 227.8 | 666.4 | 648.7 | ||||||||||||||||||||||
| Depreciation and amortization | 106.7 | 95.8 | 315.5 | 278.4 | ||||||||||||||||||||||
| Total cost of sales | 2,812.6 | 2,489.3 | 9,317.8 | 7,907.3 | ||||||||||||||||||||||
| Operating expenses related to wholesale business (excluding depreciation and amortization presented below) | 2.2 | 3.5 | 6.7 | 7.0 | ||||||||||||||||||||||
| General and administrative expenses | 53.4 | 76.8 | 154.1 | 214.9 | ||||||||||||||||||||||
| Depreciation and amortization | 4.7 | 5.5 | 14.9 | 18.3 | ||||||||||||||||||||||
| Asset impairment | — | 16.3 | — | 16.3 | ||||||||||||||||||||||
| Other operating expense (income), net | 0.3 | (0.1) | (3.3) | (6.7) | ||||||||||||||||||||||
| Total operating costs and expenses | 2,873.2 | 2,591.3 | 9,490.2 | 8,157.1 | ||||||||||||||||||||||
| Operating income (loss) | 1,518.9 | 295.7 | 1,642.0 | 136.4 | ||||||||||||||||||||||
| Interest expense, net | 73.4 | 93.1 | 258.0 | 263.1 | ||||||||||||||||||||||
| Income from equity method investments | (24.9) | (31.2) | (59.2) | (66.7) | ||||||||||||||||||||||
| Other expense (income), net | 2.3 | (1.2) | 2.1 | 3.4 | ||||||||||||||||||||||
| Total non-operating expenses, net | 50.8 | 60.7 | 200.9 | 199.8 | ||||||||||||||||||||||
| Income (loss) from continuing operations before income tax expense (benefit) | 1,468.1 | 235.0 | 1,441.1 | (63.4) | ||||||||||||||||||||||
| Income tax expense (benefit) | 315.7 | 39.9 | 299.3 | (11.0) | ||||||||||||||||||||||
| Income (loss) from continuing operations, net of tax | 1,152.4 | 195.1 | 1,141.8 | (52.4) | ||||||||||||||||||||||
| Discontinued operations: | ||||||||||||||||||||||||||
| Income (loss) from discontinued operations | — | (0.4) | (0.3) | (1.8) | ||||||||||||||||||||||
| Income tax expense (benefit) | — | (0.1) | (0.1) | (0.4) | ||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | — | (0.3) | (0.2) | (1.4) | ||||||||||||||||||||||
| Net income (loss) | 1,152.4 | 194.8 | 1,141.6 | (53.8) | ||||||||||||||||||||||
| Net income attributed to non-controlling interests | 18.6 | 16.8 | 39.6 | 47.3 | ||||||||||||||||||||||
| Net income (loss) attributable to Delek | $ | 1,133.8 | $ | 178.0 | $ | 1,102.0 | $ | (101.1) | ||||||||||||||||||
| Basic income (loss) per share: | ||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 18.55 | $ | 2.96 | $ | 18.10 | $ | (1.64) | ||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | (0.02) | ||||||||||||||||||||||
| Total basic income (loss) per share | $ | 18.55 | $ | 2.96 | $ | 18.10 | $ | (1.66) | ||||||||||||||||||
| Diluted income (loss) per share: | ||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 18.22 | $ | 2.93 | $ | 17.65 | $ | (1.64) | ||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | (0.02) | ||||||||||||||||||||||
| Total diluted income (loss) per share | $ | 18.22 | $ | 2.93 | $ | 17.65 | $ | (1.66) | ||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||
| Basic | 61,112,187 | 60,190,054 | 60,897,333 | 60,930,537 | ||||||||||||||||||||||
| Diluted | 62,223,976 | 60,944,900 | 62,463,844 | 60,930,537 | ||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements
4 | | | ||||
Financial Statements
Delek US Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)
(In millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income (loss) | $ | 1,152.4 | $ | 194.8 | $ | 1,141.6 | $ | (53.8) | ||||||||||||||||||
| Comprehensive income (loss) | $ | 1,152.4 | $ | 194.8 | $ | 1,141.6 | $ | (53.8) | ||||||||||||||||||
| Comprehensive income attributable to non-controlling interest | 18.6 | 16.8 | 39.6 | 47.3 | ||||||||||||||||||||||
| Comprehensive income (loss) attributable to Delek | $ | 1,133.8 | $ | 178.0 | $ | 1,102.0 | $ | (101.1) | ||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements
5 | | | ||||
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 September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Treasury Stock | Non-Controlling Interest in Subsidiaries | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | 78,774,745 | $ | 0.8 | $ | 1,267.6 | $ | — | $ | (387.8) | (17,575,527) | $ | (694.1) | $ | 236.2 | $ | 422.7 | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 1,133.8 | — | — | 18.6 | 1,152.4 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($0.255 per share) | — | — | — | — | (15.6) | — | — | — | (15.6) | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | (22.4) | (22.4) | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | 6.2 | — | — | — | — | 0.8 | 7.0 | |||||||||||||||||||||||||||||||||||||||||||||||
| Delek Logistics equity offering and related adjustments | — | — | 71.2 | — | — | — | — | 129.5 | 200.7 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (695,410) | — | (11.2) | — | (38.8) | — | — | — | (50.0) | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of capped call transactions, net of tax | — | — | (26.9) | — | — | — | — | — | (26.9) | |||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid due to the net settlement of equity-based compensation | — | — | (2.3) | — | — | — | — | (0.4) | (2.7) | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of equity-based awards | 71,470 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | 16,221 | — | 0.9 | (0.1) | (0.1) | — | — | 0.1 | 0.8 | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | 78,167,026 | $ | 0.8 | $ | 1,305.5 | $ | (0.1) | $ | 691.5 | (17,575,527) | $ | (694.1) | $ | 362.4 | $ | 1,666.0 | ||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Treasury Stock | Non-Controlling Interest in Subsidiaries | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 178.0 | — | — | 16.8 | 194.8 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($0.255 per share) | — | — | — | — | (15.3) | — | — | — | (15.3) | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | (21.9) | (21.9) | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | 7.4 | — | — | — | — | 0.6 | 8.0 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (559,933) | — | (9.0) | — | (6.0) | — | — | — | (15.0) | |||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid due to the net settlement of equity-based compensation | — | — | (0.9) | — | — | — | — | (0.4) | (1.3) | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of equity-based awards | 82,161 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | 42,293 | — | 0.7 | — | — | — | — | (0.1) | 0.6 | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | 77,567,217 | $ | 0.8 | $ | 1,241.5 | $ | (4.2) | $ | (363.1) | (17,575,527) | $ | (694.1) | $ | 263.9 | $ | 444.8 | ||||||||||||||||||||||||||||||||||||||||
6 | | | ||||
Financial Statements
Delek US Holdings, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)
(In millions, except share and per share data)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Treasury Stock | Non-Controlling Interest in Subsidiaries | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | 77,357,447 | $ | 0.8 | $ | 1,290.9 | $ | — | $ | (311.1) | (17,575,527) | $ | (694.1) | $ | 260.8 | $ | 547.3 | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 1,102.0 | — | — | 39.6 | 1,141.6 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($0.765 per share) | — | — | — | — | (46.8) | — | — | — | (46.8) | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | (66.7) | (66.7) | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | 19.3 | — | — | — | — | 2.2 | 21.5 | |||||||||||||||||||||||||||||||||||||||||||||||
| Delek Logistics equity offering and related adjustments | — | — | 71.2 | — | — | — | — | 129.5 | 200.7 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (1,138,303) | — | (18.4) | — | (51.6) | — | — | — | (70.0) | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of capped call transactions, net of tax | — | — | (26.9) | — | — | — | — | — | (26.9) | |||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid due to the net settlement of equity-based compensation | — | — | (35.0) | — | — | — | — | (1.5) | (36.5) | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of equity-based awards | 1,863,520 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | 84,362 | — | 4.4 | (0.1) | (1.0) | — | — | (1.5) | 1.8 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | 78,167,026 | $ | 0.8 | $ | 1,305.5 | $ | (0.1) | $ | 691.5 | (17,575,527) | $ | (694.1) | $ | 362.4 | $ | 1,666.0 | ||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Treasury Stock | 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 income (loss) | — | — | — | — | (101.1) | — | — | 47.3 | (53.8) | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($0.765 per share) | — | — | — | — | (46.7) | — | — | — | (46.7) | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | 21.1 | — | — | — | — | 1.5 | 22.6 | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | (65.2) | (65.2) | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Delek Logistics common units for Gravity Acquisition, net of tax | — | — | 55.4 | — | — | — | — | 20.9 | 76.3 | |||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid due to the net settlement of equity-based compensation | — | — | (4.5) | — | — | — | — | (1.1) | (5.6) | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (3,254,403) | — | (50.5) | — | (8.9) | — | — | — | (59.4) | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of equity-based awards | 558,645 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | 134,981 | — | 4.1 | (0.1) | (0.7) | — | — | (1.9) | 1.4 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 77,567,217 | $ | 0.8 | $ | 1,241.5 | $ | (4.2) | $ | (363.1) | (17,575,527) | $ | (694.1) | $ | 263.9 | $ | 444.8 | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements
7 | | | ||||
Financial Statements
Delek US Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(In millions)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | 1,141.6 | $ | (53.8) | ||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||
| Depreciation and amortization | 330.4 | 296.7 | ||||||||||||
| Non-cash lease expense | 17.8 | 31.9 | ||||||||||||
| Deferred income taxes | 133.5 | (13.7) | ||||||||||||
| Asset impairment | — | 16.3 | ||||||||||||
| Income from equity method investments | (59.2) | (66.7) | ||||||||||||
| Dividends from equity method investments | 34.2 | 27.9 | ||||||||||||
| Non-cash lower of cost or market/net realizable value adjustment | (8.1) | 39.2 | ||||||||||||
| Loss on extinguishment of debt | 23.5 | — | ||||||||||||
| Equity-based and non-cash compensation expense | 21.5 | 65.6 | ||||||||||||
| Loss (income) from discontinued operations | 0.2 | 1.4 | ||||||||||||
| Other | 16.5 | 13.7 | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | (352.1) | (39.6) | ||||||||||||
| Inventories and other current assets | (345.1) | 58.7 | ||||||||||||
| Fair value of derivatives | 69.0 | (15.2) | ||||||||||||
| Accounts payable and other current liabilities | 272.4 | (235.9) | ||||||||||||
| Obligation under Inventory Intermediation Agreements | 10.0 | (77.5) | ||||||||||||
| Non-current assets and liabilities, net | (14.5) | (14.6) | ||||||||||||
| Cash provided by (used in) operating activities - continuing operations | 1,291.6 | 34.4 | ||||||||||||
| Cash (used in) provided by operating activities - discontinued operations | (0.2) | (1.4) | ||||||||||||
| Net cash provided by (used in) operating activities | 1,291.4 | 33.0 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Business combination, net of cash acquired | — | (181.2) | ||||||||||||
| Distributions from equity method investments | 8.3 | 12.1 | ||||||||||||
| Purchases of property, plant and equipment | (472.8) | (409.5) | ||||||||||||
| Purchases of intangible assets | (12.2) | (9.0) | ||||||||||||
| Proceeds from sale of property, plant and equipment | 0.2 | 5.1 | ||||||||||||
| Insurance and settlement proceeds | — | 10.3 | ||||||||||||
| Other | (6.5) | (8.8) | ||||||||||||
| Net cash used in investing activities | (483.0) | (581.0) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from long-term revolvers | 6,833.3 | 7,526.7 | ||||||||||||
| Payments on long-term revolvers | (7,045.2) | (7,805.3) | ||||||||||||
| Proceeds from term debt | 2,110.0 | 700.0 | ||||||||||||
| Payments on term debt | (1,723.6) | (7.1) | ||||||||||||
| Proceeds from product and other financing agreements | 749.1 | 1,703.7 | ||||||||||||
| Repayments of product and other financing agreements | (926.1) | (1,486.9) | ||||||||||||
| Repurchase of common stock | (70.0) | (59.4) | ||||||||||||
| Distribution to non-controlling interest | (66.7) | (65.2) | ||||||||||||
| Purchase of capped call transactions | (34.3) | — | ||||||||||||
| Delek Logistics equity offerings and related adjustments | 220.2 | — | ||||||||||||
| Dividends paid | (46.8) | (46.7) | ||||||||||||
| Deferred financing costs paid | (44.7) | (10.9) | ||||||||||||
| Other | (54.3) | (5.6) | ||||||||||||
| Net cash (used in) provided by financing activities | (99.1) | 443.3 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 709.3 | (104.7) | ||||||||||||
| Cash and cash equivalents at the beginning of the period | 625.8 | 735.6 | ||||||||||||
| Cash and cash equivalents at the end of the period | 1,335.1 | 630.9 | ||||||||||||
Delek US Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) (Continued)
(In millions)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||||
| Cash paid (received) during the period for: | ||||||||||||||
Interest, net of capitalized interest of $9.3 million and $9.6 million in the 2026 and 2025 periods, respectively | $ | 234.5 | 259.7 | |||||||||||
| Income taxes, net of refunds | $ | 67.3 | $ | 1.0 | ||||||||||
| Non-cash investing activities: | ||||||||||||||
| Delek Logistics common units issued in connection with Gravity Acquisition | $ | — | $ | 91.5 | ||||||||||
| Increase (decrease) in accrued capital expenditures | $ | (17.6) | $ | (22.3) | ||||||||||
| Non-cash financing activities: | ||||||||||||||
| Non-cash lease liability arising from obtaining right-of-use assets during the period | $ | 18.1 | $ | 47.3 | ||||||||||
| Non-cash right of use asset decrease due to lease termination during the period | $ | — | $ | (1.7) | ||||||||||
See accompanying notes to the condensed consolidated financial statements
8 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
Delek US Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
1. Organization and Basis of Presentation
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 27, 2026 (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, 2025, included in our Annual Report on Form 10-K.
Our condensed consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), 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. Any losses incurred by Delek Logistics will be reflected in our operating results, net of intercompany eliminations, proportionate to our ownership interest.
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.
Accounting Pronouncements Not Yet Adopted
ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818)
In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02 Environmental Credits and Environmental Credit Obligations (Topic 818) ("ASU 2026-02"), which establishes the first comprehensive GAAP framework for recognizing, measuring, presenting and disclosing environmental credits and related compliance obligations. ASU 2026-02 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Entities are required to apply the amendments on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet) as of the beginning of the annual reporting period of adoption. Early adoption is permitted at the beginning of an annual reporting period. We are currently evaluating the impact that the adoption of ASU 2026-02 will have on our financial position, results of operations, cash flows and related disclosures.
ASU 2025-12, Codification Improvements
In December 2025, the FASB issued ASU 2025-12 Codification Improvements ("ASU 2025-12"). This update addresses suggestions received from stakeholders regarding the Accounting Standards Codification ("ASC" or "Codification") and makes other incremental improvements to GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260, Earnings Per Share, retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The adoption of ASU 2025-12 will not affect our financial position or our results of operations, but could impact disclosures.
ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements ("ASU 2025-11"), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to Topic 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosure requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The adoption of ASU 2025-11 will not affect our financial position or our results of operations, but could simplify disclosures.
9 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a VIE
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a VIE ("ASU 2025-03"). This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. 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.
2. Acquisitions
Gravity Acquisition
On January 2, 2025, Delek Logistics purchased 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken Basin (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.
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 purchase price (in millions):
| Base purchase price: | $ | 291.6 | |||
Plus: 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 | ||||
| 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 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 | 191.5 | |||||||
| Operating lease right-of-use assets | 0.1 | |||||||
Other intangibles (1) | 98.2 | |||||||
| Other non-current assets | 0.1 | |||||||
| Total assets acquired | 315.1 | |||||||
| 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 | 6.0 | |||||||
| Total liabilities assumed | 14.3 | |||||||
| 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 fair value of $66.3 million, which will be amortized over approximately 32 years.
•Rights-of-way intangibles are valued at $31.9 million, the majority of which have an indefinite life.
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. See Note 11 for further information. For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.
3. Segment Data
We aggregate our operating units into two reportable segments: Refining and Logistics. 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; and
•intercompany 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 reportable 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 Chief Operating Decision Maker ("CODM") evaluates performance based upon segment EBITDA attributable to Delek. We define EBITDA attributable to Delek for any period as net income (loss) attributable to Delek plus interest expense, income tax expense (benefit), depreciation, amortization, and proportional interest, taxes, depreciation and amortization of equity method investments. Segment EBITDA should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative
11 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
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").
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 southern 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.
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):
12 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Refining | Logistics | Total | ||||||||||||||||||||||||
| Net revenues (excluding intercompany fees and revenues) | $ | 4,203.8 | $ | 188.3 | $ | 4,392.1 | ||||||||||||||||||||
| Inter-segment fees and revenues | 116.3 | 184.2 | 300.5 | |||||||||||||||||||||||
| Total segment revenues | $ | 4,320.1 | $ | 372.5 | $ | 4,692.6 | ||||||||||||||||||||
| Elimination of inter-segment revenue | (300.5) | |||||||||||||||||||||||||
| Total consolidated revenues | $ | 4,392.1 | ||||||||||||||||||||||||
| Cost of materials and other | 2,833.9 | 227.5 | ||||||||||||||||||||||||
| Operating expenses | 159.7 | 46.7 | ||||||||||||||||||||||||
| General and administrative expenses | 4.1 | 5.9 | ||||||||||||||||||||||||
| Proportional EBITDA of equity-method investments | (4.9) | (26.6) | ||||||||||||||||||||||||
Other segment items(3) | 0.1 | 0.4 | ||||||||||||||||||||||||
| Segment EBITDA attributable to Delek | $ | 1,327.2 | $ | 118.6 | $ | 1,445.8 | ||||||||||||||||||||
| Reconciling items to net income (loss) attributable to Delek | ||||||||||||||||||||||||||
Corporate expenses (income), eliminations and other (1) | (195.1) | |||||||||||||||||||||||||
| Proportional interest, taxes, depreciation and amortization of equity-method investments | 6.6 | |||||||||||||||||||||||||
| Depreciation and amortization | 111.4 | |||||||||||||||||||||||||
| Interest expense, net | 73.4 | |||||||||||||||||||||||||
| Income tax expense (benefit) | 315.7 | |||||||||||||||||||||||||
| Net income (loss) attributable to Delek | $ | 1,133.8 | ||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Refining | Logistics | Corporate, Other and Eliminations | Consolidated | |||||||||||||||||||||||
| Depreciation and amortization | $ | 71.3 | $ | 41.4 | $ | (1.3) | $ | 111.4 | ||||||||||||||||||
| Interest expense, net | $ | 33.5 | $ | 26.2 | $ | 13.7 | $ | 73.4 | ||||||||||||||||||
| Income from equity method investments | $ | (4.3) | $ | (20.6) | $ | — | $ | (24.9) | ||||||||||||||||||
Capital spending (2) | $ | 35.9 | $ | 54.6 | $ | 7.7 | $ | 98.2 | ||||||||||||||||||
13 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Refining | Logistics | Total | ||||||||||||||||||||||||
| Net revenues (excluding intercompany fees and revenues) | $ | 2,756.7 | $ | 130.3 | $ | 2,887.0 | ||||||||||||||||||||
| Inter-segment fees and revenues | 85.4 | 131.0 | 216.4 | |||||||||||||||||||||||
| Total segment revenues | $ | 2,842.1 | $ | 261.3 | $ | 3,103.4 | ||||||||||||||||||||
| Elimination of inter-segment revenue | (216.4) | |||||||||||||||||||||||||
| Total consolidated revenues | $ | 2,887.0 | ||||||||||||||||||||||||
| Cost of materials and other | 2,225.4 | 129.8 | ||||||||||||||||||||||||
| Operating expenses | 159.0 | 43.8 | ||||||||||||||||||||||||
| General and administrative expenses | 2.9 | 4.5 | ||||||||||||||||||||||||
| Proportional EBITDA of equity-method investments | (9.8) | (28.5) | ||||||||||||||||||||||||
Other segment items(3) | — | 3.1 | ||||||||||||||||||||||||
| Segment EBITDA attributable to Delek | $ | 464.6 | $ | 108.6 | $ | 573.2 | ||||||||||||||||||||
| Reconciling items to net income (loss) attributable to Delek | ||||||||||||||||||||||||||
Corporate expenses, eliminations and other (1) | 153.8 | |||||||||||||||||||||||||
| Proportional interest, taxes, depreciation and amortization of equity-method investments | 7.1 | |||||||||||||||||||||||||
| Depreciation and amortization | 101.3 | |||||||||||||||||||||||||
| Interest expense, net | 93.1 | |||||||||||||||||||||||||
| Income tax expense (benefit) | 39.9 | |||||||||||||||||||||||||
| Net income (loss) attributable to Delek | $ | 178.0 | ||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Refining | Logistics | Corporate, Other and Eliminations | Consolidated | |||||||||||||||||||||||
| Depreciation and amortization | $ | 66.9 | $ | 37.9 | $ | (3.5) | $ | 101.3 | ||||||||||||||||||
| Interest expense, net | $ | 50.5 | $ | 21.3 | $ | 21.3 | $ | 93.1 | ||||||||||||||||||
| Income from equity method investments | $ | (9.3) | $ | (21.9) | $ | — | $ | (31.2) | ||||||||||||||||||
Capital spending (2) | $ | 33.2 | $ | 49.7 | $ | 7.7 | $ | 90.6 | ||||||||||||||||||
14 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Refining | Logistics | Total | ||||||||||||||||||||||||
| Net revenues (excluding intercompany fees and revenues) | $ | 10,633.2 | $ | 499.0 | $ | 11,132.2 | ||||||||||||||||||||
| Inter-segment fees and revenues | 373.4 | 555.7 | 929.1 | |||||||||||||||||||||||
| Total segment revenues | $ | 11,006.6 | $ | 1,054.7 | $ | 12,061.3 | ||||||||||||||||||||
| Elimination of inter-segment revenue | (929.1) | |||||||||||||||||||||||||
| Total consolidated revenues | $ | 11,132.2 | ||||||||||||||||||||||||
| Cost of materials and other | 8,584.2 | 635.1 | ||||||||||||||||||||||||
| Operating expenses | 466.0 | 137.1 | ||||||||||||||||||||||||
| General and administrative expenses | 10.5 | 13.4 | ||||||||||||||||||||||||
| Proportional EBITDA of equity-method investments | (14.3) | (65.6) | ||||||||||||||||||||||||
Other segment items(3) | (2.2) | 1.2 | ||||||||||||||||||||||||
| Segment EBITDA attributable to Delek | $ | 1,962.4 | $ | 333.5 | $ | 2,295.9 | ||||||||||||||||||||
| Reconciling items to net income (loss) attributable to Delek | ||||||||||||||||||||||||||
Corporate expenses, eliminations and other (1) | 285.5 | |||||||||||||||||||||||||
| Proportional interest, taxes, depreciation and amortization of equity-method investments | 20.7 | |||||||||||||||||||||||||
| Depreciation and amortization | 330.4 | |||||||||||||||||||||||||
| Interest expense, net | 258.0 | |||||||||||||||||||||||||
| Income tax expense (benefit) | 299.3 | |||||||||||||||||||||||||
| Net income (loss) attributable to Delek | $ | 1,102.0 | ||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Refining | Logistics | Corporate, Other and Eliminations | Consolidated | |||||||||||||||||||||||
| Depreciation and amortization | $ | 213.2 | $ | 121.1 | $ | (3.9) | $ | 330.4 | ||||||||||||||||||
| Interest expense, net | $ | 117.8 | $ | 93.1 | $ | 47.1 | $ | 258.0 | ||||||||||||||||||
| Income from equity method investments | $ | (12.5) | $ | (46.7) | $ | — | $ | (59.2) | ||||||||||||||||||
Capital spending (2) | $ | 262.1 | $ | 165.3 | $ | 27.8 | $ | 455.2 | ||||||||||||||||||
15 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Refining | Logistics | Total | ||||||||||||||||||||||||
| Net revenues (excluding intercompany fees and revenues) | $ | 7,907.3 | $ | 386.2 | $ | 8,293.5 | ||||||||||||||||||||
| Inter-segment fees and revenues | 259.9 | 371.4 | 631.3 | |||||||||||||||||||||||
| Total segment revenues | $ | 8,167.2 | $ | 757.6 | $ | 8,924.8 | ||||||||||||||||||||
| Elimination of inter-segment revenue | (631.3) | |||||||||||||||||||||||||
| Total consolidated revenues | $ | 8,293.5 | ||||||||||||||||||||||||
| Cost of materials and other | 7,174.8 | 378.2 | ||||||||||||||||||||||||
| Operating expenses | 467.6 | 122.9 | ||||||||||||||||||||||||
| General and administrative expenses | 9.7 | 22.3 | ||||||||||||||||||||||||
| Proportional EBITDA of equity-method investments | (26.6) | (62.4) | ||||||||||||||||||||||||
Other segment items(3) | (3.4) | (0.8) | ||||||||||||||||||||||||
| Segment EBITDA attributable to Delek | $ | 545.1 | $ | 297.4 | $ | 842.5 | ||||||||||||||||||||
| Reconciling items to net income (loss) attributable to Delek | ||||||||||||||||||||||||||
Corporate expenses, eliminations and other (1) | 372.9 | |||||||||||||||||||||||||
| Proportional interest, taxes, depreciation and amortization of equity-method investments | 21.9 | |||||||||||||||||||||||||
| Depreciation and amortization | 296.7 | |||||||||||||||||||||||||
| Interest expense, net | 263.1 | |||||||||||||||||||||||||
| Income tax expense (benefit) | (11.0) | |||||||||||||||||||||||||
| Net income (loss) attributable to Delek | $ | (101.1) | ||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Refining | Logistics | Corporate, Other and Eliminations | Consolidated | |||||||||||||||||||||||
| Depreciation and amortization | $ | 205.3 | $ | 99.0 | $ | (7.6) | $ | 296.7 | ||||||||||||||||||
| Interest expense, net | $ | 129.6 | $ | 58.0 | $ | 75.5 | $ | 263.1 | ||||||||||||||||||
| Income from equity method investments | $ | (24.5) | $ | (42.6) | $ | 0.4 | $ | (66.7) | ||||||||||||||||||
Capital spending (excluding business combinations) (2) | $ | 129.7 | $ | 240.8 | $ | 16.7 | $ | 387.2 | ||||||||||||||||||
(1) 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 also include certain gains or losses resulting from changes in fair value due to price movements in credits used to satisfy our environmental credit obligations. “Corporate expenses, eliminations and other” are included in the tables above to reconcile total Segment EBITDA attributable to Delek to the Company’s net income (loss) attributable to Delek.
(2) Capital spending includes additions on an accrual basis.
(3) Other segment items include asset impairment, other operating (income) expense, net, and other (income) expense, net.
16 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
4. 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 EPS is computed by dividing net income (loss), adjusted for changes in income resulting from the assumed settlement of dilutive equity instruments, by the diluted weighted average common shares outstanding. For all periods presented, outstanding equity-based compensation awards are included in the diluted EPS calculation when dilutive, including those disclosed in Note 17 to these condensed consolidated financial statements. Awards indexed to our common stock are generally dilutive when the market price of the underlying common stock exceeds the exercise price.
The dilutive impact of the Delek 2031 Convertible Notes, issued on September 29, 2026, (refer to Note 9 for further information) is calculated using the if converted method. The Convertible Notes require the principal amount to be settled in cash, with any amount in excess of the conversion price paid in cash or shares of the Company’s common stock. Because the average market price of the Company’s common stock did not exceed the conversion price of the notes during the periods presented, there were no incremental shares associated with the conversion premium included in the calculation of diluted earnings per share.
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Numerator for EPS - continuing operations | ||||||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 1,152.4 | $ | 195.1 | $ | 1,141.8 | $ | (52.4) | ||||||||||||||||||
| Less: Income from continuing operations attributed to non-controlling interests | 18.6 | 16.8 | 39.6 | 47.3 | ||||||||||||||||||||||
| Numerator for basic and diluted EPS from continuing operations attributable to Delek | $ | 1,133.8 | $ | 178.3 | $ | 1,102.2 | $ | (99.7) | ||||||||||||||||||
| Numerator for EPS - discontinued operations | ||||||||||||||||||||||||||
| Income (loss) from discontinued operations | $ | — | $ | (0.4) | $ | (0.3) | $ | (1.8) | ||||||||||||||||||
| Less: Income tax expense (benefit) | — | (0.1) | (0.1) | (0.4) | ||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | — | $ | (0.3) | $ | (0.2) | $ | (1.4) | ||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average common shares outstanding (denominator for basic EPS) | 61,112,187 | 60,190,054 | 60,897,333 | 60,930,537 | ||||||||||||||||||||||
| Dilutive effect of stock-based awards | 1,111,789 | 754,846 | 1,566,511 | — | ||||||||||||||||||||||
| Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) | 62,223,976 | 60,944,900 | 62,463,844 | 60,930,537 | ||||||||||||||||||||||
| EPS: | ||||||||||||||||||||||||||
| Basic income (loss) per share: | ||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 18.55 | $ | 2.96 | $ | 18.10 | $ | (1.64) | ||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | (0.02) | ||||||||||||||||||||||
| Total basic income (loss) per share | $ | 18.55 | $ | 2.96 | $ | 18.10 | $ | (1.66) | ||||||||||||||||||
| Diluted income (loss) per share: | ||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 18.22 | $ | 2.93 | $ | 17.65 | $ | (1.64) | ||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | (0.02) | ||||||||||||||||||||||
| Total diluted income (loss) per share | $ | 18.22 | $ | 2.93 | $ | 17.65 | $ | (1.66) | ||||||||||||||||||
| 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) | 5,599 | 895,945 | 162,182 | 2,127,024 | ||||||||||||||||||||||
| Antidilutive due to loss | — | — | — | 494,985 | ||||||||||||||||||||||
| Total antidilutive stock-based compensation | 5,599 | 895,945 | 162,182 | 2,622,009 | ||||||||||||||||||||||
17 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
5. 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. As of September 30, 2026, we owned a 58.0% interest in Delek Logistics, consisting of 33,508,831 common limited partner units and the non-economic general partner interest. The remaining limited partner interests 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 Basin for total consideration of $300.8 million, subject to customary net working capital adjustments. 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 assumed all rights and obligations to purchase crude oil under certain contracts associated with its existing Midland Gathering System. Total consideration included the cancellation of $58.8 million in payables owed to Delek Logistics.
Agreements
On January 30, 2026, we entered into asset purchase agreements with Delek Logistics, (collectively, “the Intercompany Agreements”), to acquire (i) a Tyler refinery tank for total consideration of $19.0 million (the “Tyler Tank Purchase”) and (ii) El Dorado tank and terminal assets for total consideration of $66.0 million (the “El Dorado Terminal Purchase”). The Tyler Tank Purchase closed on April 1, 2026, with consideration paid through the transfer of 359,372 Delek Logistics common units, based on a 30-day volume-weighted average unit price. The El Dorado Terminal Purchase is expected to close on October 1, 2027, subject to customary closing conditions. Pursuant to the Intercompany Agreements, Delek also agreed to waive Omnibus fees for an aggregate of $4.0 million during the first two quarters of 2026.
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.
Also on May 1, 2025, in connection with the DPG Dropdown, we (i) 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 occurred at the closing of the El Dorado Purchase (as defined below), (ii) entered into an asset purchase agreement with Delek Logistics (the “El Dorado Purchase Agreement”) to acquire the El Dorado rail facility assets for cash consideration of $25.0 million (the “El Dorado Purchase”). The El Dorado Purchase closed in January 2026 upon satisfaction of the closing conditions set forth in the El Dorado Purchase Agreement.
We also entered into an amended and restated Omnibus Agreement with Delek Logistics providing for an increase in the Administrative Fee (as defined therein) phased in over two years beginning July 1, 2025 and a binding obligation for both parties to enter into transition services agreements upon a change in control.
All transactions with Delek Logistics have been eliminated in consolidation.
Common Units
On August 14, 2026, Delek Logistics completed a public offering of its common units in which it sold 4,600,000 common units (including an overallotment option of 600,000 common units) to the underwriters of the offering at a price to the public of $50.00 per unit. Net proceeds of the offering were used to repay outstanding borrowings under the Delek Logistics Revolving Facility. As a result of the offering the Company's ownership interest in Delek Logistics was reduced from approximately 63.0% to 58.0%. As the Company continues to consolidate Delek Logistics in its financial results, the change in ownership interest was accounted for as an equity transaction, resulting in a $71.2 million increase in additional paid-in capital, net of a $19.5 million deferred tax adjustment.
On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Common Unit Purchase Agreement”) pursuant to which 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 equal the 30-day volume-weighted average price of the common units at the close of trading on the day prior to the applicable closing date, subject to certain limitations set forth in the Common Unit Purchase Agreement. During the nine months ended September 30, 2025, 243,075 common units were repurchased from us and cancelled at the time of the transaction for an aggregate consideration of $10.0 million. No common units were repurchased for the nine months ended September 30, 2026. As of September 30, 2026, there was $140.0 million of authorization remaining under the Common Unit Purchase Agreement.
18 | | | ||||
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 may only be used to settle its own obligations, and its creditors have no recourse to our assets. Exclusive of intercompany balances, 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 September 30, 2026 | As of December 31, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | 49.0 | $ | 10.9 | ||||||||||
| Accounts receivable | 115.7 | 114.5 | ||||||||||||
| Accounts receivable from related parties | 258.7 | 216.6 | ||||||||||||
| Lease receivable - affiliate | 39.0 | 36.4 | ||||||||||||
| Inventory | 26.6 | 17.9 | ||||||||||||
| Other current assets | 5.3 | 4.4 | ||||||||||||
| Property, plant and equipment, net | 1,500.5 | 1,424.0 | ||||||||||||
| Equity method investments | 345.9 | 340.1 | ||||||||||||
| Operating lease right-of-use assets | 8.0 | 11.7 | ||||||||||||
| Goodwill | 12.2 | 12.2 | ||||||||||||
| Intangible assets, net | 364.6 | 370.5 | ||||||||||||
| Net investment in leases - affiliate | 153.8 | 185.7 | ||||||||||||
| Other non-current assets | 42.6 | 34.4 | ||||||||||||
| Total assets | $ | 2,921.9 | $ | 2,779.3 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Accounts payable | $ | 508.5 | $ | 292.9 | ||||||||||
| Current portion of operating lease liabilities | 1.8 | 3.0 | ||||||||||||
| Accrued expenses and other current liabilities | 68.8 | 60.6 | ||||||||||||
| Long-term debt, net of current portion | 2,125.6 | 2,344.4 | ||||||||||||
| Asset retirement obligations | 27.3 | 24.3 | ||||||||||||
| Operating lease liabilities, net of current portion | 2.1 | 3.6 | ||||||||||||
| Other non-current liabilities | 48.2 | 44.4 | ||||||||||||
| Equity | 139.6 | 6.1 | ||||||||||||
| Total liabilities and equity | $ | 2,921.9 | $ | 2,779.3 | ||||||||||
6. Equity Method Investments
Delek Logistics Investments
Delek Logistics holds a 50% investment in W2W Holdings LLC, which includes a 15.6% indirect interest in the Wink to Webster Pipeline ("WWP") joint venture and related joint venture indebtedness.
W2W Holdings LLC was originally formed by Delek and MPLX Operations LLC ("MPLX") to obtain financing and fund capital calls associated with their collective interests in the WWP joint venture. We have determined that W2W Holdings LLC 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 W2W Holdings LLC, and no single party has the power to direct the activities that most significantly impact its economic performance.
Distributions received are first applied to service the debt of W2W Holdings LLC's wholly owned finance subsidiary, with any excess distributed to the W2W Holdings LLC members in accordance with the W2W Holdings LLC Agreement and its debt agreements. Member obligations under the W2W Holdings LLC Agreement are guaranteed by the respective parent entities of each member.
As of September 30, 2026, other than for the guarantee of member obligations as described above, we have no other guarantees with or to W2W Holdings LLC, or any third-party associated with its contracted work. Delek Logistics' maximum exposure to any losses incurred by W2W Holdings LLC is limited to its investment. Delek Logistics did not provide any financial support to equity method investments that it was not contractually obligated to provide during the three and nine months ended September 30, 2026 and 2025.
As of September 30, 2026, and December 31, 2025, Delek Logistics' W2W Holdings LLC investment balance totaled $129.6 million and $116.4 million, respectively.
19 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
Delek Logistics has a 33% membership interest in Red River Pipeline Company LLC (“Red River”), a joint venture operated with Plains Pipeline, L.P., which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. As of September 30, 2026, and December 31, 2025, Delek's investment balance in Red River totaled $128.2 million and $132.1 million, respectively.
In addition, Delek Logistics has two other pipeline joint ventures in which it owns a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. to operate one of these pipeline systems and a 33% membership interest in Andeavor Logistics Rio Pipeline LLC which operates the other pipeline system. As of September 30, 2026, and December 31, 2025, Delek Logistics' investment balance in these joint ventures was $88.1 million and $91.6 million, respectively.
Other Investments
In addition to our pipeline joint ventures, we hold 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 September 30, 2026, and December 31, 2025, Delek's investment balances in these joint ventures were $98.5 million and $87.6 million, respectively. These investments are reported within the Refining segment.
7. Inventory
Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value.
The following table presents the components of inventory for each period presented (in millions):
| Titled Inventory | Inventory Intermediation Agreement (1) | Total | |||||||||||||||
| September 30, 2026 | |||||||||||||||||
| Feedstocks, raw materials and supplies | $ | 461.7 | $ | 76.0 | $ | 537.7 | |||||||||||
| Refined products and blendstock | 472.2 | 74.7 | 546.9 | ||||||||||||||
| Total | $ | 933.9 | $ | 150.7 | $ | 1,084.6 | |||||||||||
December 31, 2025 | |||||||||||||||||
| Feedstocks, raw materials and supplies | $ | 243.0 | $ | 38.0 | $ | 281.0 | |||||||||||
| Refined products and blendstock | 370.7 | 74.3 | 445.0 | ||||||||||||||
| Total | $ | 613.7 | $ | 112.3 | $ | 726.0 | |||||||||||
(1) Refer to Note 8 - Inventory Intermediation Obligations for further information.
As of September 30, 2026 and December 31, 2025, inventory balances included pre-tax inventory valuation reserves of a nominal amount and $1.6 million, respectively. The related change in these reserves resulted in a net reduction (increase) to cost of materials and other in the accompanying condensed consolidated statements of income of $2.8 million and $1.6 million for the three and nine months ended September 30, 2026, respectively, and $0.3 million and $0.2 million for the three and nine months ended September 30, 2025, respectively.
20 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
8. Inventory Intermediation Obligations
The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement (as defined below) (in millions):
| As of September 30, 2026 | As of December 31, 2025 | |||||||||||||
| Obligations under Inventory Intermediation Agreement | ||||||||||||||
| Obligations related to Base Layer Volumes | $ | 129.5 | $ | 119.5 | ||||||||||
| Current portion | — | — | ||||||||||||
| Total obligations under Inventory Intermediation Agreement | $ | 129.5 | $ | 119.5 | ||||||||||
| Other payable for monthly activity true-up | $ | 11.5 | $ | 3.4 | ||||||||||
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net fees and expenses: | ||||||||||||||||||||||||||
| Inventory intermediation fees | $ | 10.0 | $ | 7.2 | $ | 27.8 | $ | 28.7 | ||||||||||||||||||
| Interest expense, net | $ | 6.8 | $ | 13.5 | $ | 22.8 | $ | 39.1 | ||||||||||||||||||
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. Under 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.
The Inventory Intermediation Agreement provides for the lease to Citi of crude oil and refined product storage facilities. At inception, we transferred title to a certain number of barrels of crude and other inventories to Citi, upon termination, the Inventory Intermediation Agreement requires repurchase of the remaining inventory, including certain "Base Layer Volumes". 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"). Accordingly, crude oil and refined products barrels subject to the agreement continue to be reported on 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. Repurchase obligations associated with the Base Layer Volumes are classified as non-current liabilities on our condensed consolidated balance sheets to the extent they are not contractually due within twelve months. The remaining obligations arising from 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.
On December 21, 2023, DKTS amended the Inventory Intermediation Agreement to among other things, (i) reduce Citi’s unilateral term extension option from twelve months to six months and (ii) increase the amount of the payment deferral mechanism from $70 million to $250 million. On February 21, 2025, DKTS further amended the Inventory Intermediation Agreement to, among other things, (i) extend the term 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 agreement. On December 18, 2025, DKTS again amended the Inventory Intermediation Agreement to, among other things, (i) extend the term from January 31, 2027 to January 31, 2028, (ii) reduce certain commitment fees, and (iii) expand the monthly mechanism for DKTS to nominate volumes related to the El Dorado and Big Spring refinery for funding under the agreement.
As of September 30, 2026, and December 31, 2025, the volumes subject to the Inventory Intermediation Agreement totaled 1.6 million and 1.8 million barrels, respectively, including Base Layer Volumes associated with our non-current inventory intermediation obligation. As of September 30, 2026, and December 31, 2025, we had letters of credit outstanding of $70.0 million and $250.0 million, respectively, supporting the Inventory Intermediation Agreement.
21 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
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 the fair value due to commodity-index price totaling $(62.6) million and $(64.0) million during the three and nine months ended September 30, 2026, respectively, and $(0.3) million and $29.7 million during the three and nine months ended September 30, 2025, respectively. See Note 11 for discussion of gains and losses recognized from changes in fair value.
9. Long-Term Obligations
Outstanding borrowings under debt instruments are as follows (in millions):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Delek Term Loan Credit Facility | $ | 847.9 | $ | 921.5 | ||||||||||
| Delek 2031 Convertible Notes | 460.0 | — | ||||||||||||
| Delek Logistics Revolving Facility | — | 211.8 | ||||||||||||
| Delek Logistics 2028 Notes | — | 400.0 | ||||||||||||
| Delek Logistics 2029 Notes | 650.0 | 1,050.0 | ||||||||||||
| Delek Logistics 2033 Notes | 700.0 | 700.0 | ||||||||||||
| Delek Logistics 2034 Notes | 800.0 | — | ||||||||||||
| Principal amount of long-term debt | 3,457.9 | 3,283.3 | ||||||||||||
| Less: Unamortized discount and premium and deferred financing costs | 68.1 | 50.2 | ||||||||||||
| Total debt, net of unamortized discount and premium and deferred financing costs | 3,389.8 | 3,233.1 | ||||||||||||
| Less: Current portion of long-term debt | 8.5 | 9.5 | ||||||||||||
| Long-term debt, net of current portion | $ | 3,381.3 | $ | 3,223.6 | ||||||||||
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%. As originally in effect, 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. These terms were modified by Amendment No. 1, as described below.
On May 15, 2026, Delek entered into an amendment (“Amendment No. 1”) to the Delek Term Loan Credit Facility, using proceeds and available cash to refinance its existing term loan facility. As a result, the outstanding principal balance was reduced to $850.0 million. Amendment No. 1, among other modifications, (i) extended the maturity of the Delek Term Loan Credit Facility to May 15, 2032, (ii) reduced the rate of interest on borrowings, at the Company’s election, to either term SOFR plus 300 basis points or base rate plus 200 basis points, and (iii) permits up to $750.0 million in incremental loans subject to certain restrictions.
At September 30, 2026, and December 31, 2025, the weighted average borrowing rate was approximately 6.84% and 7.08%, respectively. The effective interest rate was 7.77% as of September 30, 2026.
Delek 2031 Convertible Notes
On September 29, 2026, Delek issued $460.0 million 0.00% Convertible Senior Notes due November 1, 2031, (the "Delek 2031 Convertible Notes" or "Convertible Notes"). Net proceeds in part were used to fund capped call transactions and will be used for general corporate purposes including partial repayment of the Delek Term Loan Credit Facility. The Delek 2031 Convertible Notes are senior unsecured obligations of the Company, bear no regular interest, carry a fixed principal that will not accrete, and are fully and unconditionally guaranteed by each subsidiary that guarantees the Delek Term Loan Credit Facility and asset-based revolving credit facility. They are convertible into shares of the Company's common stock at an initial rate of 11.7219 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $85.31 per share, subject to adjustment. The Convertible Notes require the principal amount to be settled in cash, with any amount in excess of the conversion price paid in cash or shares of the Company’s common stock.
Under the terms of the indenture, prior to August 1, 2031, holders may convert all or a portion of the Delek 2031 Convertible Notes only under the following circumstances:
22 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
•at any time during the 30 consecutive trading day period beginning on, and including, the 21st trading day of any fiscal quarter commencing after the fiscal quarter ending on December 31, 2026, if the last reported sale price of the Company’s common stock is greater than or equal to 150% of the conversion price for each of at least five trading days (whether or not consecutive) during the first 20 consecutive trading days of such fiscal quarter;
•during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock, and the conversion rate on each such trading day;
•if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or
•upon the occurrence of certain corporate events, as specified in the Indenture.
As of September 30, 2026, none of the conditions allowing for the holders of the Convertible Notes to convert have been met.
Holders may convert their Convertible Notes, in multiples of $1,000 principal amount, at their option at any time on or after August 1, 2031, and prior to the close of business on the second scheduled trading day immediately preceding the November 1, 2031, maturity date. Additionally, the Company may redeem the Convertible Notes on or after November 6, 2029, if certain stock price conditions are met. Upon a fundamental change, as defined in the indenture, holders may require repurchase at 100% of principal plus accrued interest. Upon certain events of default, 100% of the principal of and accrued and unpaid interest, if any, on the Convertible Notes will automatically become due and payable.
In relation to this offering, we recorded $12.1 million of debt issuance costs which are being amortized over the term of the Delek 2031 Convertible Notes and included in interest expense, net in the condensed consolidated statements of income.
Capped Call Transactions
In connection with the issuance of the Delek 2031 Convertible Notes, the Company entered into capped call transactions with certain financial institutions at a cost of approximately $34.3 million. The capped call transactions relate to the number of shares of common stock initially underlying the Delek 2031 Convertible Notes and are intended to reduce the potential dilution upon conversion and/or offset cash payments in excess of the principal, subject to an initial cap price of approximately $117.09 per share. As the capped call transactions met the criteria for equity classification under ASC 815, the costs paid for the capped call transactions were recorded as a reduction to additional paid-in capital within stockholders’ equity, net of the related deferred tax assets associated with future tax deductions, on our condensed consolidated balance sheets. The capped call transactions are separate from the Delek 2031 Convertible Notes and do not affect the rights of the noteholders.
Revolving Credit Facilities
Delek Revolving Credit Facility
On April 9, 2026, the Company entered into Amendment No. 4 to the Third Amended and Restated Credit Agreement (“Amendment No. 4” and, as amended, the "ABL Credit Agreement"), amending the existing Third Amended and Restated Credit Agreement, dated as of October 26, 2022 (the “Existing ABL Credit Agreement”). Amendment No. 4, among other modifications, (i) increased the revolving loan commitments from $1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031 (subject to a springing maturity date that is 90 days prior to the maturity of the Company’s term loan credit facility if, on such date, the outstanding principal amount of the term loan exceeds $500.0 million), (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement.
Amendment No. 4 also amends the incremental facility under the Delek Revolving Credit Facility to allow the Company to increase the available revolving borrowings by an aggregate amount not to exceed the greatest of (i) $750.0 million, (ii) 1.00% of EBITDA (as defined in the ABL Credit Agreement) as of the most recently ended fiscal quarter, and (iii) adjusted availability plus any suppressed availability under the ABL Credit Agreement, subject to the satisfaction of certain conditions under the ABL Credit Agreement.
The ABL Credit Agreement contains customary affirmative and negative covenants, including, among other things, limitations on indebtedness, liens, restricted payments, investments, asset dispositions, and affiliate transactions.
23 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
Delek Logistics Revolving Facility
On March 26, 2026, Delek Logistics entered into a credit agreement (the “New Credit Agreement”) that provides for revolving commitments up to $1,300.0 million in the aggregate with a sublimit up to $150.0 million for letters of credit and up to $50.0 million for swing line loans (the “Delek Logistics Revolving Facility”). The Delek Logistics Revolving Facility replaced Delek Logistics’ previous revolving credit facility and term loan facility under the Fourth Amended and Restated Credit Agreement (the "Prior Credit Agreement") and proceeds were used to pay all outstanding balances of the Prior Credit Agreement. In connection with the New Credit Agreement, Delek Logistics recorded $10.2 million of debt issuance costs, which are being amortized over the term of the Delek Logistics Revolving Facility. In addition, Delek Logistics recognized a loss on extinguishment of debt of $1.6 million related to the write-off of unamortized deferred issuance costs associated with the Prior Credit Agreement. which is recorded in interest expense, net in the accompanying condensed consolidated statements of income.The maturity date for the Delek Logistics Revolving Facility is the earliest of (i) March 26, 2031, (ii) the date that is 180 days prior to the earliest maturity date of the Delek Logistic 2029 Notes (as defined below) to the extent that on such date, no less than $500.0 million of aggregate principal amount of these notes remains outstanding, and (iii) such date on which the Delek Logistics Revolving Credit Commitments (as defined in the New Credit Agreement) are terminated in whole due to voluntary termination or certain events of default.
Borrowings under the Delek Logistics Revolving Facility bear interest at either (i) a base rate (equal to the highest of the Prime Rate, the Federal Funds Rate plus 0.50%, Term SOFR for a one-month interest period plus 1.00%, and 1.00%) plus an applicable margin ranging from 0.50% to 1.50% per annum, or (ii) a term SOFR-based tranche rate (subject to a 0.00% floor) plus an applicable margin ranging from 1.50% to 2.50% per annum, in each case depending on the Delek Logistics' Total Leverage Ratio (as defined in the New Credit Agreement). Swing loans bear interest at the base rate plus the applicable margin for base rate loans.
The New Credit Agreement contains affirmative and negative covenants and events of default which Delek Logistics considers customary and are similar to, but allow additional flexibility to Delek Logistics and its restricted subsidiaries as compared with, those in the Prior Credit Agreement.
Available capacity and amounts outstanding for each of our revolving credit facilities as of September 30, 2026 are shown below (in millions):
24 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
Delek Logistics 2034 Notes
On May 14, 2026, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $800.0 million in aggregate principal amount of the Co-issuers 6.875% senior notes due 2034 (the “Delek Logistics 2034 Notes”). Net proceeds were used to redeem the Delek Logistics 2028 Notes (as defined below) including accrued interest and a portion of the Delek Logistics 2029 Notes (as defined below) including accrued interest.
The Delek Logistics 2034 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the 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 2034 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 2034 Notes will mature on June 1, 2034, and interest is payable semi-annually in arrears on each June 1 and December 1.
At any time prior to June 1, 2029, the Co-issuers may redeem up to 35% of the aggregate principal amount of the Delek Logistics 2034 Notes at a redemption price of 106.875% of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to June 1, 2029, the Co-issuers may also redeem all or part of the Delek Logistics 2034 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on June 1, 2029, the Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 2034 Notes, at a redemption price of 103.438% of the redeemed principal for the twelve-month period beginning on June 1, 2029, 101.719% for the twelve-month period beginning on June 1, 2030, and 100.00% beginning on June 1, 2031 and thereafter, plus accrued and unpaid interest, if any. The Co-issuers may also redeem all (but not a portion of) the Delek Logistics 2034 Notes under certain circumstances if 90.00% or more of the outstanding aggregate principal amount is purchased in connection with a change of control or alternate offer. In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Co-issuers will be required to offer to purchase the Delek Logistics 2034 Notes from holders at a price equal to 101.00% of the principal amount, plus accrued and unpaid interest.
We recorded $13.5 million of debt issuance costs which are being amortized over the term of the Delek Logistics 2034 Notes and included in interest expense, net in the condensed consolidated statements of income. As of September 30, 2026, the effective interest rate was 7.15%.
Delek Logistics 2033 Notes
On June 30, 2025, Delek Logistics and Finance Corp. sold $700.0 million in aggregate principal amount of the Co-issuers 7.375% senior notes maturing on June 30, 2033 (the “Delek Logistics 2033 Notes”), at par. 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. As of September 30, 2026, the effective interest rate was 7.63%.
Delek Logistics 2029 Notes
In 2024, Delek Logistics and Finance Corp. issued general unsecured senior obligations which now consist of $650.0 million in aggregate principal amount of 8.625% senior notes maturing March 15, 2029 (the “Delek Logistics 2029 Notes”). The Delek Logistics 2029 Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Delek Logistics’ subsidiaries other than Finance Corp. and certain of its future subsidiaries.
Concurrent with the issuance of the Delek Logistics 2034 Notes, Delek Logistics issued a conditional notice of partial redemption of the Delek Logistics 2029 Notes at a redemption price of 104.313% for $400.0 million of the principal amount plus accrued interest. As a result, Delek Logistics recognized a loss on extinguishment of debt of $19.0 million, which is recorded in interest expense, net in the accompanying condensed consolidated statements of income. As of September 30, 2026, 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 with an original maturity date of June 1, 2028 ("the Delek Logistics 2028 Notes"). The Delek Logistics 2028 Notes were unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries (other than Finance Corp.).
On May 11, 2026, Delek Logistics made a cash tender offer to purchase any and all of their Delek Logistics 2028 Notes, receiving tenders from holders of approximately $270.7 million in aggregate principal amount. All the remaining Delek Logistics 2028 Notes were redeemed by June 8, 2026, pursuant to the notice of conditional redemption, resulting in full extinguishment of the $400.0 million in aggregate principal. Delek Logistics recognized a loss on extinguishment of debt of $2.4 million, which is recorded in interest expense, net in the accompanying condensed consolidated statements of income.
25 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
Guarantees Under Revolver and Term Facilities
The obligations of the borrowers under the Delek Term Loan Credit Facility, the Delek Revolving Credit Facility, and the Delek 2031 Convertible Notes 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 September 30, 2026, we were in compliance with covenants on all of our debt instruments.
Some of Delek's subsidiaries have restrictions in their respective credit facilities limiting their use of assets. As of September 30, 2026, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use.
10. 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 exposure to commodity price fluctuations on inventory above or below target levels (where appropriate) within each of our segments;
•managing 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 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 exposure to interest rate fluctuations on our floating rate borrowings.
To achieve these objectives, 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. Futures contracts are standardized exchange-traded agreements, to buy or sell the commodity at a predetermined price and location at a specified future date. Options grant 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 or receipt of an upfront premium. Because these derivatives are entered into to manage inventory and production risks, related gains and losses (to the extent not designated as accounting hedges and recognized on an unrealized basis in other comprehensive income) are recognized in cost of materials and other.
On August 20, 2024, May 2, 2025 and April 1, 2026 we entered into interest rate swap agreements to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, effectively fixing the variable SOFR interest component on certain Delek debt. In the third quarter of 2026 two interest rate swaps were terminated by the counterparties pursuant to the options within the agreements. As of September 30, 2026, the notional amount under the remaining agreement covers $200.0 million of the outstanding principal throughout the duration of the interest rate swap. Because the swaps were entered into to achieve objectives specifically related to our interest expense, related 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. As of and for the three and nine months ended September 30, 2026, 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.
26 | | | ||||
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 September 30, 2026, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts.
In April 2026, Delek entered into a contract to exchange crude oil barrels. Under the arrangement, the counterparty agreed to deliver 1.0 million barrels to Delek in the second quarter of 2026, with a return of approximately 1.2 million barrels in 2028. The arrangement is accounted for as a derivative, indexed to forward crude pricing. Changes in the fair value of the derivative are recorded in cost of materials and other on the condensed consolidated statements of income.
The following table presents the fair value of our derivative instruments as of September 30, 2026, and December 31, 2025. 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 11 for further information regarding the fair value of derivative instruments (in millions).
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Derivative Type | Balance Sheet Location | Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||
Commodity derivatives (1) | Other current assets | $ | — | $ | — | $ | 15.0 | $ | (16.7) | ||||||||||||||||||||
Commodity derivatives (1) | Other current liabilities | 45.6 | (46.8) | — | — | ||||||||||||||||||||||||
Commodity derivatives (1) | Other long-term assets | 3.9 | — | — | — | ||||||||||||||||||||||||
RINs commitment contracts (2) | Other current assets | 39.2 | — | — | — | ||||||||||||||||||||||||
RINs commitment contracts (2) | Other current liabilities | — | (26.2) | — | (2.7) | ||||||||||||||||||||||||
| Interest rate swap derivatives | Other current assets | 1.7 | — | — | — | ||||||||||||||||||||||||
| Interest rate swap derivatives | Other long-term liabilities | — | (1.1) | — | (2.3) | ||||||||||||||||||||||||
| Crude exchange contract | Other long-term liabilities | — | (88.9) | — | — | ||||||||||||||||||||||||
| Total gross fair value of derivatives | 90.4 | (163.0) | 15.0 | (21.7) | |||||||||||||||||||||||||
Less: Counterparty netting and cash collateral (3) | 45.6 | (44.8) | 14.3 | (16.7) | |||||||||||||||||||||||||
| Total net fair value of derivatives | $ | 44.8 | $ | (118.2) | $ | 0.7 | $ | (5.0) | |||||||||||||||||||||
(1)As of September 30, 2026, and December 31, 2025, we had open derivative positions representing 14,856,000 and 8,950,000 barrels, respectively, of crude oil and refined petroleum products. As of September 30, 2026 and December 31, 2025, we had no open derivative positions representing natural gas products.
(2)As of September 30, 2026, and December 31, 2025, we had open RINs commitment contracts representing 438,722,312 and 112,250,000 RINs, respectively.
(3)As of September 30, 2026, and December 31, 2025, $(0.8) million and $2.4 million, respectively, of cash (obligation) 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):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Gains (losses) on derivatives not designated as hedging instruments recognized in cost of materials and other (1) | $ | (18.8) | $ | 18.8 | $ | (82.5) | $ | 30.8 | ||||||||||||||||||
Gains (losses) on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2) | 0.5 | 0.5 | 4.3 | (2.3) | ||||||||||||||||||||||
| Total gains (losses) | $ | (18.3) | 19.3 | $ | (78.2) | $ | 28.5 | |||||||||||||||||||
(1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $(2.0) million and $(3.0) million for the three and nine months ended September 30, 2026, respectively, and $5.8 million and $1.1 million for the three and nine months ended September 30, 2025, respectively.
(2) Gains (losses) on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $0.1 million and $3.0 million for the three and nine months ended September 30, 2026, respectively, and $(0.1) million and $(5.3) million for the three and nine months ended September 30, 2025, respectively.
27 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
11. 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.
Commodity and Interest Rate Derivatives
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 crude exchange contract is valued based on forward crude prices that are observable market inputs, and therefore classified as Level 2.
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.
Environmental Credit Obligations
Our environmental credit obligation positions are subject to fair value accounting pursuant to our accounting policy. As part of our refining operations, we generate certain regulatory environmental credit obligations, the most notable of which is the renewable volume obligation ("RVO"), which are satisfied through RINs. Because our obligations to provide RINs exceed the RINs we are able to generate annually on a consolidated basis, and because we have the legal ability to transfer RINs generated or purchased through any of our entities to our obligated parties as needed, we view and manage the Company’s RINs holdings on a consolidated basis. Therefore, the sum of all of our obligated parties’ Net RINs obligations and our RIN holdings at the end of each period comprises the Company’s “Consolidated Net RINs Obligation.” The Consolidated Net RINs Obligation may be a surplus ("Consolidated Net RIN surplus") or deficit ("Consolidated Net RIN deficit") at the end of each reporting period depending on the amount of RINs held on a consolidated basis and the amount owed to the EPA. When there is a Consolidated Net RIN deficit, we have elected to apply the fair value option using the fair value guidance provided by ASC 820. To the extent the obligations are measured at fair value they are categorized as Level 2, 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. When there is a Consolidated Net RIN surplus, we value the asset at historical cost under the inventory method.
On August 3, 2026, the U.S. Environmental Protection Agency (“EPA”) announced its final action on certain petitions for small refinery exemptions under the Renewable Fuel Standard program, which included the petition submitted for the Krotz Springs refinery for the 2024 compliance year. In connection with that action, the EPA granted a full exemption with respect to the Krotz Springs refinery’s 2024 Renewable Fuel Standard obligations. The EPA’s action follows the D.C. Court of Appeals’ April 7, 2026, decision vacating the EPA’s prior denial of the 2024 exemption application. On August 31, 2026, the EPA announced its action on petitions for small refinery exemptions under the 2025 compliance year, which included petitions for all four Delek refineries. In connection with that action, the EPA granted a full exemption with respect to all Delek refineries. The cost of RINs returned for the 2024 and 2025 compliance years were previously recorded in Cost of materials and other based on the Consolidated Net RINs Obligation recorded for each year. The SREs resulted in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other in the third quarter of 2026.
Our RINs commitment contracts, which are forward contracts accounted for as derivatives (see Note 10 and Note 15), are future commitments to purchase or sell RINs at fixed prices and quantities. The RINs commitment contracts are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service.
28 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
Inventory Intermediation
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 8 for discussion of gains and losses recognized from changes in fair value.
Debt
The fair values of the Delek 2031 Convertible Notes, Delek Logistics 2029 Notes, 2033 Notes and 2034 Notes are each measured using quoted market prices in an active market (Level 2 in the fair value hierarchy). The carrying values (excluding unamortized debt issuance costs) and estimated fair values of these notes were as follows (in millions):
| Balance at September 30, 2026 | Balance at December 31, 2025 | |||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||
| Delek 2031 Convertible Notes | $ | 460.0 | $ | 481.4 | N/A | N/A | ||||||||||||||||||||
Delek Logistics 2029 Notes (1) | $ | 650.0 | $ | 666.9 | $ | 1,050.0 | $ | 1,100.4 | ||||||||||||||||||
| Delek Logistics 2033 Notes | $ | 700.0 | $ | 697.4 | $ | 700.0 | $ | 716.4 | ||||||||||||||||||
| Delek Logistics 2034 Notes | $ | 800.0 | $ | 772.0 | N/A | N/A | ||||||||||||||||||||
(1) The carrying value of the Delek Logistics 2029 Notes decreased as a result of a conditional notice of partial redemption of $400.0 million in principal, issued concurrently with the offering of the Delek Logistics 2034 Notes.
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 September 30, 2026 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Commodity derivatives | $ | — | $ | 49.5 | $ | — | $ | 49.5 | ||||||||||||||||||
| Interest rate swap derivatives | — | 1.7 | — | 1.7 | ||||||||||||||||||||||
| RINs commitment contracts | — | 39.2 | — | 39.2 | ||||||||||||||||||||||
| Total assets | — | 90.4 | — | 90.4 | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Commodity derivatives | — | (46.8) | — | (46.8) | ||||||||||||||||||||||
| Interest rate swap derivatives | — | (1.1) | — | (1.1) | ||||||||||||||||||||||
| RINs commitment contracts | — | (26.2) | — | (26.2) | ||||||||||||||||||||||
| Consolidated Net RINs deficit | — | (169.0) | — | (169.0) | ||||||||||||||||||||||
| Crude exchange contract | — | (88.9) | — | (88.9) | ||||||||||||||||||||||
| Inventory Intermediation Agreement obligation | — | (129.5) | — | (129.5) | ||||||||||||||||||||||
| Total liabilities | — | (461.5) | — | (461.5) | ||||||||||||||||||||||
| Net liabilities | $ | — | $ | (371.1) | $ | — | $ | (371.1) | ||||||||||||||||||
29 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
As of December 31, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Commodity derivatives | $ | — | $ | 15.0 | $ | — | $ | 15.0 | ||||||||||||||||||
| Total assets | — | 15.0 | — | 15.0 | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Commodity derivatives | — | (16.7) | — | (16.7) | ||||||||||||||||||||||
| Interest rate derivatives | — | (2.3) | — | (2.3) | ||||||||||||||||||||||
| RINs commitment contracts | — | (2.7) | — | (2.7) | ||||||||||||||||||||||
| Consolidated Net RINs deficit | — | (107.4) | — | (107.4) | ||||||||||||||||||||||
| Inventory Intermediation Agreement obligation | — | (119.5) | — | (119.5) | ||||||||||||||||||||||
| Total liabilities | — | (248.6) | — | (248.6) | ||||||||||||||||||||||
| Net liabilities | $ | — | $ | (233.6) | $ | — | $ | (233.6) | ||||||||||||||||||
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 September 30, 2026, and December 31, 2025, $(0.8) million and $2.4 million, respectively, of cash (obligation) collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty. See Note 10 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. See Note 2 for further information.
12. 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 that 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 September 30, 2026, we have recorded an environmental liability of approximately $34.7 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
30 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
own. This liability includes estimated costs for ongoing investigation and remediation efforts for known contamination of soil and groundwater. Approximately $4.4 million of the total liability is expected to be expended over the next 12 months, with most of the balance expended by 2037, although some costs may extend up to 24 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.
Lease Commitment
Delek Logistics has entered into an arrangement with a third party to construct, own, and subsequently lease to us certain sour gas gathering equipment near our Libby gas processing plant. Construction is expected to be completed in 2026, at which time we are committed to enter into a finance lease for the equipment. As we do not control the assets during construction and have no obligation to fund construction costs, no assets or related obligations have been recognized on the condensed consolidated balance sheets as of September 30, 2026. The total estimated project cost is approximately $60.0 million. Upon lease commencement, we will recognize a right-of-use asset and corresponding lease liability in accordance with ASC 842, Leases ("ASC 842").
13. 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. Our effective tax rate for continuing operations was 21.5% and 20.8% for the three and nine months ended September 30, 2026, respectively, and 17.0% and 17.4% for the three and nine months ended September 30, 2025, respectively. The difference between our 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 nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was primarily due to an increase in quarter-to-date pre-tax earnings, the impact of fixed dollar favorable permanent adjustments and changes in valuation allowance on the quarter. We continue to assess the realizability of certain federal and state deferred tax assets. Improved year-to-date profitability supported releases of valuation allowances in certain jurisdictions, while valuation allowances increased in other jurisdictions where realization is not more likely than not.
14. Related Party Transactions
Our related party transactions consist primarily of transactions with our equity method investees (See Note 6). Transactions with our related parties were as follows for the periods presented (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Revenues (1) | $ | 39.4 | $ | 31.5 | $ | 88.9 | $ | 88.9 | ||||||||||||||||||
Cost of materials and other (2) | $ | 44.6 | $ | 46.0 | $ | 139.4 | $ | 132.6 | ||||||||||||||||||
(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.
15. Other Current Assets and Liabilities
The detail of other current assets is as follows (in millions):
| Other Current Assets | September 30, 2026 | December 31, 2025 | |||||||||
| Prepaid expenses | $ | 46.6 | $ | 55.8 | |||||||
Short-term derivative assets (see Note 10) | 40.9 | 0.7 | |||||||||
| Income and other tax receivables | 8.7 | 7.2 | |||||||||
| Other | 4.7 | 3.8 | |||||||||
| Total | $ | 100.9 | $ | 67.5 | |||||||
31 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
The detail of accrued expenses and other current liabilities is as follows (in millions):
| Accrued Expenses and Other Current Liabilities | September 30, 2026 | December 31, 2025 | |||||||||
| Product financing agreements | $ | 184.4 | $ | 243.8 | |||||||
| Crude purchase liabilities | 170.0 | 182.5 | |||||||||
Consolidated Net RINs deficit(1) (see Note 11) | 169.0 | 107.4 | |||||||||
| Income and other taxes payable | 163.5 | 86.5 | |||||||||
| Employee costs | 78.7 | 73.3 | |||||||||
Short-term derivative liabilities (see Note 10) | 28.1 | 2.7 | |||||||||
| Deferred revenue | 3.5 | 71.0 | |||||||||
| Other | 87.2 | 91.7 | |||||||||
| Total | $ | 884.4 | $ | 858.9 | |||||||
(1)Inclusive of a RIN lower of cost or market reserve of $1.1 million and $7.7 million as of September 30, 2026 and December 31, 2025, respectively.
16. 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 detail of is as follows (in millions):
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| 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 | $ | — | $ | — | $ | 3.2 | $ | 3.2 | |||||||||||||||||||||||
| Severance costs and equity-based compensation | Operating expenses | — | — | 2.3 | 2.3 | |||||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | 5.5 | $ | 5.5 | ||||||||||||||||||||||||
| Three Months Ended September 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 | $ | 0.2 | $ | — | $ | 25.9 | $ | 26.1 | |||||||||||||||||||||||
| Other | Cost of materials and other | 0.5 | — | — | 0.5 | |||||||||||||||||||||||||||
| Severance costs and equity-based compensation | Operating expenses | — | — | 7.5 | 7.5 | |||||||||||||||||||||||||||
| Total | $ | 0.7 | $ | — | $ | 33.4 | $ | 34.1 | ||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| 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 | $ | — | $ | — | $ | 11.3 | $ | 11.3 | |||||||||||||||||||||||
| Severance costs and equity-based compensation | Operating expenses | — | — | 7.8 | 7.8 | |||||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | 19.1 | $ | 19.1 | ||||||||||||||||||||||||
32 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
| Nine Months Ended September 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 | $ | 0.2 | $ | — | $ | 55.5 | $ | 55.7 | |||||||||||||||||||||||
| Other | Cost of materials and other | 0.5 | — | — | 0.5 | |||||||||||||||||||||||||||
| Severance costs and equity-based compensation | Operating expenses | 0.3 | — | 11.5 | 11.8 | |||||||||||||||||||||||||||
| Total | $ | 1.0 | $ | — | $ | 67.0 | $ | 68.0 | ||||||||||||||||||||||||
Accumulated Restructuring Costs
The following table summarizes (in millions) the restructuring costs recognized in the Company's condensed consolidated statements of income since inception of the restructuring plan in fiscal year 2022 through the period ended September 30, 2026, excluding discontinued operations:
| Type of Costs | Statement of Income Location | Refining | Logistics | Corporate, Other and Eliminations | Total | |||||||||||||||||||||||||||
| Consulting fees, severance costs, and equity-based compensation | General and administrative expenses | $ | 0.5 | $ | 0.4 | $ | 115.5 | $ | 116.4 | |||||||||||||||||||||||
| Other | Cost of materials and other | 1.7 | — | — | 1.7 | |||||||||||||||||||||||||||
| Severance costs and equity-based compensation | Operating expenses | 0.8 | — | 28.9 | 29.7 | |||||||||||||||||||||||||||
| Impairment | Asset impairment | 22.1 | — | 32.3 | 54.4 | |||||||||||||||||||||||||||
| Pension settlement | Pension settlement | — | — | 2.1 | 2.1 | |||||||||||||||||||||||||||
| Asset write-off | Other operating (income) loss, net | 14.4 | — | 0.3 | 14.7 | |||||||||||||||||||||||||||
| Total | $ | 39.5 | $ | 0.4 | $ | 179.1 | $ | 219.0 | ||||||||||||||||||||||||
Restructuring Costs Liability Roll-forward:
The following table presents the movement of the restructuring liability, within the condensed consolidated balance sheets (in millions):
| Type of Costs | Statement of Income Location | Balance at December 31, 2025 | Expense | Payments | Other | Balance at September 30, 2026 | |||||||||||||||||||||||||||||
| Consulting fees, severance costs, and equity-based compensation | General and administrative expenses | $ | 0.2 | $ | 11.3 | $ | (2.9) | $ | (1.8) | $ | 6.8 | ||||||||||||||||||||||||
| Severance costs and equity-based compensation | Operating expenses | — | 7.8 | — | (1.0) | 6.8 | |||||||||||||||||||||||||||||
| Total | $ | 0.2 | $ | 19.1 | $ | (2.9) | $ | (2.8) | $ | 13.6 | |||||||||||||||||||||||||
17. Equity-Based Compensation
Delek US Holdings, Inc. 2026 and 2016 Long-Term Incentive Plans (collectively, the "Incentive Plans")
On April 20, 2026 (the "Effective Date"), the Company's stockholders approved the 2026 Long-Term Incentive Plan (the “2026 Plan”), replacing the 2016 Long-Term Incentive Plan (the “Prior Plan”), under which no further awards will be made. The 2026 Plan permits grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), performance-based RSUs, and other forms of stock-based awards. Shares available for grant under the 2026 Plan consist of (i) 1,300,000 shares of common stock, (ii) 3,738,087 shares remaining available under the Prior Plan as of the Effective Date, and (iii) any shares subject to outstanding Prior Plan awards that are subsequently forfeited, terminated, expired, lapsed without exercise (as applicable), or settled in cash.
Compensation expense related to equity-based awards granted under the Incentive Plans was $5.0 million and $15.7 million for the three and nine months ended September 30, 2026, respectively, compared to $6.5 million and $18.5 million for the three and nine months ended September 30, 2025, respectively, and is included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income. As of September 30, 2026, there was $31.1 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.9 years.
33 | | | ||||
Notes to Condensed Consolidated Financial Statements (unaudited)
During the three and nine months ended September 30, 2026, we issued 71,470 and 1,863,520 net shares of common stock, respectively, as a result of exercised or vested equity-based awards, compared to 82,161 and 558,645 for the three and nine months ended September 30, 2025, respectively. These amounts are net of 140,358 and 1,144,496 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three and nine months ended September 30, 2026, respectively, and 79,910 and 273,550 shares during the three and nine months ended September 30, 2025, respectively.
18. Shareholders' Equity
Dividends
For 2026, our Board of Directors declared the following dividends:
| Approval Date | Dividend Amount Per Share | Record Date | Payment Date | |||||||||||||||||
| February 18, 2026 | $0.255 | March 2, 2026 | March 9, 2026 | |||||||||||||||||
| April 20, 2026 | $0.255 | May 1, 2026 | May 8, 2026 | |||||||||||||||||
| July 23, 2026 | $0.255 | August 3, 2026 | August 10, 2026 | |||||||||||||||||
| October 29, 2026 | $0.300 | November 10, 2026 | November 18, 2026 | |||||||||||||||||
Stock Repurchase Program
Our Board of Directors has authorized a share repurchase program permitting repurchases of Delek common stock through open market or privately negotiated transactions, in accordance with applicable securities laws. Repurchase timing, price, and size are at management's discretion and depend on prevailing share prices, general economic and market conditions, and other relevant factors. The authorization has no expiration date, and as of September 30, 2026, had $394.2 million remaining.
During the three and nine months ended September 30, 2026, 695,410 and 1,138,303 shares, respectively, of our common stock were repurchased and canceled at the time of the transaction for aggregate consideration of $50.0 million and $70.0 million, respectively. During the three and nine months ended September 30, 2025, 559,933 and 3,254,403 shares, respectively, of our common stock were repurchased and canceled at the time of transaction for aggregate consideration of $15.0 million and $59.4 million, respectively.
19. Subsequent Events
We have evaluated subsequent events through the date these condensed consolidated financial statements were issued. On October 29, 2026, our Board of Directors approved a quarterly cash dividend of $0.300 per share of our common stock, payable on November 18, 2026 to stockholders of record on November 10, 2026.
34 | | | ||||
Management's Discussion and Analysis
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is management’s analysis of our financial performance and of significant trends that may affect our future performance. The MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 27, 2026 (the "Annual Report on Form 10-K"). Those statements in the MD&A that are not historical in nature should be deemed forward-looking statements that are inherently uncertain.
Delek US Holdings, Inc. is a registrant pursuant to the Securities Act of 1933, as amended ("Securities Act") and is listed on the New York Stock Exchange ("NYSE") under the ticker symbol "DK". Unless otherwise noted or the context requires otherwise, the terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek US Holdings, Inc. and its consolidated subsidiaries for all periods presented. You should read the following discussion of our financial condition and results of operations in conjunction with our historically condensed consolidated financial statements and notes thereto.
The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, the Company’s website (www.delekus.com), the investor relations section of its website (ir.delekus.com), the news section of its website (www.delekus.com/news), and/or social media, including its X account (@DelekUSHoldings). The Company encourages investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects, and opportunities. Forward-looking statements include, among other things, statements that refer to acquisitions, including any statements regarding the expected benefits, synergies, growth opportunities, impact on liquidity and prospects, and other financial and operating benefits thereof, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the outbreak of a pandemic and its impact on oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning possible future results of operations, business and growth strategies, including as the same may be impacted by any ongoing military conflict, such as the armed conflicts in Ukraine and the Middle East, financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to:
•volatility in our refining margins or fuel gross profit as a result of changes in the prices of crude oil, other feedstocks, and refined petroleum products;
•reliability of our operating assets;
•actions of our competitors and customers;
•changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments, including current and future restrictions on commercial and economic activities in response to future public health crises;
•our ability to execute our long-term sustainability strategy and growth through acquisitions, such as the Gravity Water Intermediate Holdings LLC ("Gravity") acquisition (the "Gravity Acquisition"), and dispositions, and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies;
•diminishment in value of long-lived assets may result in an impairment in the carrying value of the assets on our balance sheet and a resultant loss recognized in the statement of operations;
•the impact on commercial activity and other economic effects of any widespread public health crisis, including uncertainty regarding the timing, pace and extent of economic recovery following any such crisis;
•general economic and business conditions affecting the southern, southwestern, and western United States ("U.S"), particularly levels of spending related to travel and tourism;
•volatility under our derivative instruments;
•deterioration of creditworthiness or overall financial condition of a material counterparty (or counterparties);
•unanticipated increases in cost or scope of, or significant delays in the completion of, our capital improvement safety initiative and periodic turnaround projects;
•risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our pipelines and/or held in our terminals;
•operating hazards, natural disasters, weather related disruptions, casualty losses, and other matters beyond our control;
•increases in our debt levels or costs;
•possibility of accelerated repayment on a portion of our Inventory Intermediation Agreement obligation if the purchase price adjustment feature triggers a change on the re-pricing dates;
•changes in our ability to continue to access the credit markets;
•compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements;
•changes in our ability to pay dividends;
35 | | | ||||
Management's Discussion and Analysis
•seasonality;
•the decline in margins impacting current results and forecasts could result in impairments in certain of our long-lived or indefinite-lived assets, including goodwill, or have other financial statement impacts that cannot currently be anticipated;
•earthquakes, hurricanes, tornadoes, and other weather events, which can unforeseeably affect the price or availability of electricity, natural gas, crude oil, and other feedstocks, critical supplies, refined petroleum products and ethanol;
•increases in costs of compliance with, or liability for violation of, existing or future laws, regulations and other requirements;
•societal, legislative, and regulatory measures to address climate change and greenhouse gases emissions ("GHG");
•our ability to execute our sustainability improvement plans, including GHG reduction targets;
•acts of terrorism (including cyber-terrorism) aimed at either our facilities or other facilities;
•impacts of global conflicts such as the armed conflicts in Ukraine and the Middle East;
•future decisions by the Organization of Petroleum Exporting Countries ("OPEC") and the members of other leading oil producing countries (together with OPEC, “OPEC+”) regarding production and pricing and disputes between OPEC+ members regarding the same;
•disruption, failure, or cybersecurity breaches affecting or targeting our information technology ("IT") systems and controls, our infrastructure, or the infrastructure of our cloud-based IT service providers;
•changes in the cost or availability of transportation for feedstocks and refined products; and
•other factors discussed under Item 1A. Risk Factors and Item 7 of our Annual Report on Form 10-K. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in our other filings with the SEC.
In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate future results or period trends. We can give no assurances that any of the events anticipated by any forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.
36 | | | ||||
Management's Discussion and Analysis
Executive Summary: Management's View of Our Business and Strategic Overview
| Management's View of Our Business | ||
We are an integrated downstream energy business focused on petroleum refining and the transportation, storage and wholesale distribution of crude oil, intermediate and refined products as well as wastewater processing, disposal, and recycling.
Business and Economic Environment Overview
Our focus on safe and reliable operations is a pillar which underlines all of our business activities. We continue to identify opportunities to mitigate market risk and focus on efforts that improve our overall cost structure without compromising operational excellence. Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements supported strong earnings before interest, taxes, depreciation and amortization, and proportional interest, taxes, depreciation and amortization of equity method investments ("EBITDA") and cash flow, while our capital deployment remained aligned with our strategic priorities. We remain committed to building on the progress achieved through the EOP since 2024 and unlocking further free cash flow improvements across all business lines. In 2026, we completed the Big Spring Refinery turnaround safely, on budget and on-time, positioning us to maximize operations for the summer driving season. We also advanced our strong balance sheet initiatives, including issuing new 0% Convertible Notes due 2031, new 6.875% Notes due 2034, redeeming all 7.125% Notes due 2028 and a portion of the 8.625% Notes due 2029, and entering into amended and new credit facilities for Delek and Delek Logistics. Additionally, we executed asset purchase agreements with Delek Logistics, (collectively referred to as “the Intercompany Agreements”) which will return refining-related activities and assets back to our refining segment and create further economic independence for our Logistics business.
Global crude oil and refined product markets have experienced significant volatility in 2026, driven by geopolitical instability in the Middle East, including the ongoing conflict involving Iran and resulting disruptions to maritime transit through the Strait of Hormuz. During the third quarter of 2026, our Refining segment continued to benefit from a constructive margin environment compared to 2025, supported by record crack spreads and favorable crude oil differentials. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential narrowed in the third quarter of 2026. Looking ahead, we expect North American refined product market fundamentals to remain a key area of focus for the foreseeable future, as regional supply and demand dynamics, refining capacity constraints and evolving global trade flows continue to influence market conditions and refining margins.
The near term economic outlook also remains uncertain due to our requirements to comply with the U.S. Environmental Protection Agency’s Renewable Fuel Standard - 2 ("RFS-2") regulations. On August 3, 2026 EPA announced its final action on certain petitions for small refinery exemptions under the Renewable Fuel Standard program, which included a full exemption for the Krotz Springs refinery for the 2024 compliance year. On August 31, 2026 the EPA announced its action on petitions for small refinery exemptions under the 2025 compliance year, which included full exemptions for all four Delek refineries. The SREs resulted in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of $334.7 million in the third quarter of 2026. We believe these actions reinforce the important role that SREs play in ensuring the RFS program appropriately recognizes the disproportionate economic hardship that is experienced by qualifying small refineries.
In response to uncertainty, we will continue to execute on our priorities of safe and reliable operations, advancing our EOP cost saving initiatives, and delivering shareholder value while maintaining our financial strength and flexibility. We continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure and continue to advance our strategic initiatives aimed at long-term value creation.
We want to reward our shareholders with a disciplined and balanced capital allocation framework. As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate. As of September 30, 2026, we returned $116.8 million of capital in 2026 to shareholders through dividends and share buybacks.
Our near-term focus is centered around the following: (1) operational excellence, (2) financial strength and flexibility, (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams, (4) continuing our EOP efforts to enhance margin and cash flow and (5) returns to investors. See further discussion in the "Strategic Objectives" section below.
See further discussion on macroeconomic factors and market trends, including the impact on 2026, in the ‘Market Trends’ section below.
Other 2026 Developments
Delek Debt Agreements
On September 29, 2026, Delek completed an offering of $460.0 million aggregate principal amount 0.00% Convertible Senior Notes due 2031. In connection with the offering, the Company entered into privately negotiated capped call transactions with certain counterparties, which are expected to generally reduce potential dilution of the Company's common stock upon conversion, if any. Additional proceeds will be used to partially repay the Delek Term Loan Credit Facility.
37 | | | ||||
Management's Discussion and Analysis
On May 15, 2026, Delek entered into an amendment (“Amendment No. 1”) to the Delek Term Loan Credit Facility. Proceeds and cash on hand were used to refinance the Company’s existing term loan facility. As a result of the refinancing effected pursuant to Amendment No. 1, outstanding term loans of the Company were reduced to an aggregate principal amount of $850.0 million. Amendment No. 1, among other modifications, (i) extended the maturity of the Delek Term Credit Facility to May 15, 2032 and (ii) reduced the rate of interest on borrowings, at the Company’s election, to either term SOFR plus 300 basis points or base rate plus 200 basis points. The amendment also allows for up to $750.0 million in incremental loans subject to certain restrictions.
On April 9, 2026, the Company entered into Amendment No. 4 to Third Amended and Restated Credit Agreement (“Amendment No. 4” and, as amended, the "ABL Credit Agreement"). Amendment No. 4, among other modifications, (i) increased the revolving loan commitments from $1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement.
Delek Logistics Intercompany Agreements
On January 30, 2026, we entered into the Intercompany Agreements, pursuant to which we agreed to acquire a Tyler refinery tank for total consideration of $19.0 million (the “Tyler Tank Purchase”) and El Dorado tank and terminal assets for total consideration of $66.0 million (the “El Dorado Terminal Purchase”). The Tyler Tank Purchase closed on April 1, 2026 with consideration paid through transfer of Delek Logistics common units, based on a 30-day volume weighted average unit price. The El Dorado Terminal Purchase is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions. In addition, pursuant to the Intercompany Agreements, Delek waived Omnibus fees for an aggregate of $4.0 million during the first two quarters of 2026.
These transactions with Delek Logistics have been eliminated in consolidation.
Delek Logistics Equity Offering
On August 14, 2026 Delek Logistics completed an underwritten offering of 4,600,000 common units representing limited interests in the Partnership at a price of $50 per unit. Net proceeds of the offering were used to repay outstanding borrowings under the Delek Logistics Revolving Facility.
Delek Logistics Debt Agreement
On May 14, 2026, Delek Logistics sold $800.0 million in aggregate principal amount of the Co-issuers 6.875% Senior Notes due 2034 (the “Delek Logistics 2034 Notes”). Net proceeds were used to redeem the Delek Logistics 2028 Notes and a portion of the Delek Logistics 2029 Notes.
Cybersecurity Incident
In July 2026, we identified a cybersecurity incident in which an unauthorized third party accessed a single employee's account and copied certain files from our email and SharePoint environment. Upon discovery, we promptly contained the incident, disabled the affected credentials, and engaged a third-party forensic firm and outside legal counsel. The incident did not affect our refining or logistics operations, or financial reporting systems, and did not result in any loss of availability of our data. Management has determined, based on information known to date, that the incident is not material and is not reasonably likely to have a material impact on our business, financial condition, or results of operations. Our assessment of applicable notification and other legal obligations remains ongoing.
Information About Our Segments
We aggregated our operating segments into two reportable segments: Refining and Logistics.
Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of our corporate activities, results of certain immaterial operating segments and intercompany eliminations.
38 | | | ||||
Management's Discussion and Analysis
| Refining Overview | ||
The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel, aviation fuel, asphalt, and other petroleum-based products that are distributed through owned and third-party product terminals. The refining segment has a combined nameplate capacity of 302,000 bpd as of September 30, 2026. A high-level summary of the refinery activities is presented below:
| Tyler, Texas refinery (the "Tyler refinery") | El Dorado, Arkansas refinery (the "El Dorado refinery") | Big Spring, Texas refinery (the "Big Spring refinery") | Krotz Springs, Louisiana refinery (the "Krotz Springs refinery") | |||||||||||
| Total Nameplate Capacity (bpd) | 75,000 | 80,000 | 73,000 | 74,000 | ||||||||||
| Primary Products | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, petroleum coke and sulfur | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, asphalt and sulfur | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, aromatics and sulfur | Gasoline, jet fuel, high-sulfur diesel, light cycle oil, liquefied petroleum gases, propylene and ammonium thiosulfate | ||||||||||
| Relevant Crack Spread Benchmark | Gulf Coast 5-3-2 | Gulf Coast 5-3-2 (1) | Gulf Coast 3-2-1 (2) | Gulf Coast 2-1-1 (3) | ||||||||||
| Marketing and Distribution | The refining segment's petroleum-based products are marketed primarily in the south central and southwestern regions of the United States, and the refining segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. In addition, we sell motor fuels through our wholesale distribution network on an unbranded basis. | |||||||||||||
(1) While there is variability in the crude slate and the product output at the El Dorado refinery, we compare our per barrel refined product margin to the U.S. Gulf Coast ("Gulf Coast") 5-3-2 crack spread because we believe it to be the most closely aligned benchmark.
(2) Our Big Spring refinery is capable of processing substantial volumes of sour crude oil, which has historically cost less than intermediate, and/or substantial volumes of sweet crude oil, and therefore the WTI Cushing/ West Texas Sour ("WTS") price differential, taking into account differences in production yield, is an important measure for helping us make strategic, market-respondent production decisions.
(3) The Krotz Springs refinery has the capability to process substantial volumes of light sweet crude oil to produce a high percentage of refined light products.
Our refining segment also owns two biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas 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 the fourth quarter of 2025, we sold our Cleburne, Texas facility. In addition, the refining segment includes our wholesale crude operations and our 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.
| Logistics Overview | ||
Our logistics segment contains a full suite of gas, crude and water systems that gathers, transports and stores crude oil and natural gas; markets, distributes, transports and stores refined products; and disposes and recycles water in select regions of the southern United States, West Texas, New Mexico and North Dakota for our refining segment and third parties. It is comprised of the consolidated balance sheet and results of operations of Delek Logistics (NYSE: DKL), where we owned a 58.0% interest at September 30, 2026. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets. The logistics segment's gathering and processing business owns or leases capacity on approximately 390 miles of crude oil transportation pipelines, approximately 169 miles of refined product pipelines, and approximately 767 miles of crude oil gathering system. Additionally, in the Delaware Basin, we have been expanding our natural gas processing capabilities by constructing a new natural gas processing plant and adding acid gas injection and sour gas processing capabilities. This segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico, the Midland Basin of Texas, and the Bakken Basin of North Dakota. The storage and transportation business owns or leases associated crude oil storage tanks. The logistics segment has an aggregate of approximately 11.3 million barrels of active shell capacity. It also owns and operates nine light product terminals and markets light products using third-party terminals. Logistics has strategic investments in pipeline joint ventures that provide access to pipeline capacity as well as the potential for earnings from joint venture operations. The logistics segment owns or leases approximately 161 tractors and 306 trailers used to haul primarily crude oil and other products for related and third parties.
39 | | | ||||
Management's Discussion and Analysis
| Strategic Objectives | ||
It is vitally important that our strategic objectives, especially in view of the evolutionary direction of our macroeconomic and geopolitical environment, involve a process of continuous evaluation of our business model in terms of cost structure, as well as long-term economic and operational sustainability. More consolidation in our industry is expected from increased cost pressures due in part to the regulatory environment continuing to move towards reducing carbon emissions and transitioning to renewable energy in the long-term. However, we believe we are uniquely positioned as a leader in operating and excelling in niche markets and could continue capitalizing on our niche position by being the supplier of choice in our markets.
Key Objectives
Certain fundamental principles are foundational to our long-term strategy and direct us as we develop our strategic objectives. With that in mind, we have identified the following overarching key objectives:
I. Operational Excellence
II. Financial Strength and Flexibility - EOP
III. Strategic Initiatives - "sum of the parts"
Operational Excellence
We are committed to operational excellence which includes maintaining safe, reliable, and environmentally responsible operations. It also encompasses the dedication and drive for constant improvement across our operations in reliability, safety, and efficiency. Delek prioritizes stewardship of the environment, and we focus on how to positively impact our shareholders, employees, customers, and the communities where we operate. We believe that focusing on people, processes and equipment will lead to improved utilization and yields and ultimately better employee retention and lower costs, which translates to improved returns for our shareholders. For 2026, we are focused on the following:
•Prioritize safety and environmental compliance through the continued implementation of foundational best practices to increase our ability to provide safe, compliant, and reliable operations.
•Focus on operational excellence by building out our operations centric area business teams, as well as other key competency training.
•Identify and execute on low-capital organic growth projects that improve yield and increase utilization.
•Continue our progression of digital system implementations that will do the following:
◦improve our ability to understand all aspects of our business as well as our ability to make real-time and forward-looking operational decisions; and
◦automate processes and shift operational roles to higher value-added activities.
Financial Strength and Flexibility
In our industry, as with many volatile businesses, it is very important to make capital investments with accretive returns and maintain a strong balance sheet. We want to reward our shareholders and investors with a disciplined and balanced capital allocation framework, which we believe will strengthen shareholder value by, among other things, a stable dividend complemented by opportunistic share repurchases. We are also committed to lowering costs and improving the efficiency of our cost structure in all aspects of our business. For 2026, we are focused on the following:
•Rewarding our shareholders and investors with a disciplined and balanced capital allocation framework, including opportunities to strengthen our balance sheet by reducing debt or opportunistically repurchasing shares with excess cash.
•Maintaining our successful efforts to date with the EOP, and expanding our cost saving initiatives with EOP 2.0. This includes leaner costs, including lower general and administrative expenses, lower operating expenses, specifically at our refineries, and lowering interest expense. The EOP also includes margin initiatives including accretive, minimal capital projects in our refining segment and commercial improvements through market optionality, improved Delek Logistics, and product slate optimization.
Strategic Initiatives
For 2026, we will continue to focus on furthering our "sum of the parts" efforts, focusing on the following:
•Execute on our strategic initiatives, which may include opportunities to monetize our investment in Delek Logistics. The goal being to help unlock value embedded in the Delek valuation by reducing Delek's ownership in Delek Logistics.
•Identify and evaluate investment opportunities that fit our sustainability view and integrate into our current asset footprint, including strategic investments or joint ventures in renewables or carbon capture and incubator investments in new technologies.
40 | | | ||||
Management's Discussion and Analysis
2026 Strategic Developments | ||
The following table highlights our 2026 Strategic Developments:
2026 Key Initiatives | ||||||||||||||
2026 Strategic Developments | Operational Excellence | Financial Strength & Flexibility | Strategic Initiatives | |||||||||||
| Enterprise Optimization Plan | ||||||||||||||
| In 2024, we implemented additional cost reduction measures across the organization and announced an EOP which included initiatives focused on improving our financial health and ability to generate cash flows. In 2026, we are focused on maintaining the successful efforts achieved since 2024 and unlocking further free cash flow improvements across all lines of our business. | ü | ü | ü | |||||||||||
| Productive Capital Projects | ||||||||||||||
| We are committed to completing capital projects and turnarounds safely, effectively, and efficiently. In 2026, we completed the Big Spring Refinery turnaround on-time and on budget. In our logistics business, we also continue to execute on the projects required to become a full-suite crude, gas and water midstream services provider in the Permian Basin. | ü | ü | ü | |||||||||||
| Executing Strategic Transactions with Delek Logistics | ||||||||||||||
| On January 30, 2026, we entered into additional asset purchase agreements with Delek Logistics, pursuant to which we agreed to reacquire a Tyler refinery tank and El Dorado tank and terminal assets. The Tyler Tank Purchase closed on April 1, 2026 with payment made through the return of approximately 359.4 thousand Delek Logistics common units. These transactions put additional midstream commercial activities in Delek Logistics and bring refining related activities and assets back to the Refining Segment. Additionally, on January 1, 2026 we closed on the previously announced repurchase of the El Dorado rail facility. | ü | ü | ||||||||||||
| Minimizing Financial Risk | ||||||||||||||
On April 1, 2026, 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 Secured Overnight Financing Rate ("SOFR") interest component on certain Delek debt. The aggregate notional amount under this agreement covers $200.0 million of the outstanding principal throughout the duration of the interest rate swap. | ü | |||||||||||||
| Efficient Access to Capital | ||||||||||||||
On September 29, 2026 Delek completed an offering of $460.0 million aggregate principal amount 0.00% Convertible Senior Notes due 2031. In connection with the offering, the Company entered into privately negotiated capped call transactions with certain counterparties, which are expected to generally reduce potential dilution of the Company's common stock upon conversion, if any. Additional proceeds will be used to pay down the Delek Term Loan Credit Facility. | ü | |||||||||||||
| On August 14, 2026 Delek Logistics completed an underwritten offering of 4,600,000 common units representing limited interests in the Partnership at a price of $50 per unit. Net proceeds of the offering were used to repay outstanding borrowings under the Delek Logistics Revolving Facility. | ü | |||||||||||||
On May 15, 2026, Delek entered into an Amendment No. 1 to the Delek Term Loan Credit Facility. Proceeds and cash on hand were used to refinance the Company’s existing term loan facility. As a result of the refinancing effected pursuant to Amendment No. 1, outstanding term loans of the Company were reduced to an aggregate principal amount of $850.0 million. Amendment No. 1, among other modifications, (i) extended the maturity of the Delek Term Credit Facility to May 15, 2032 and (ii) reduced the rate of interest on borrowings, at the Company’s election, to either term SOFR plus 300 basis points or base rate plus 200 basis points. The amendment also allows for up to 750.0 million in incremental loans subject to certain restrictions. | ü | |||||||||||||
On May 14, 2026, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $800.0 million in aggregate principal amount of the Co-issuers 6.875% Senior Notes due 2034 (the “Delek Logistics 2034 Notes”). Net proceeds were used to redeem the Delek Logistics 2028 Notes and a portion of the Delek Logistics 2029 Notes. | ü | |||||||||||||
On April 9, 2026, the Company entered into Amendment No. 4 to Third Amended and Restated Credit Agreement. Amendment No. 4, among other modifications, (i) increased the revolving loan commitments from $1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement. | ü | |||||||||||||
On March 26, 2026, Delek Logistics Partners, LP entered into a new credit agreement that provides for revolving commitments up to $1,300.0 million in the aggregate with a sublimit up to $150.0 million for letters of credit and up to $50.0 million for swing line loans. | ü | |||||||||||||
41 | | | ||||
Management's Discussion and Analysis
Market Trends
Our results of operations are significantly affected by fluctuations in the prices of certain commodities, including, but not limited to, crude oil, gasoline, distillate fuel, biofuels, natural gas, and electricity, among others. Historically, the impact of commodity price volatility on our refining margins (as defined in our "Non-GAAP Measures" in MD&A Item 2), specifically as it relates to the price of crude oil as compared to the price of refined products and timing differences in the movements of those prices (subject to our inventory costing methodology), as well as location differentials, may be favorable or unfavorable compared to peers. Additionally, our refining margin profitability is impacted by regulatory factors, including the cost of renewable identification numbers ("RINs").
We have positioned the Company to continue to run safely, reliably, and environmentally responsibly while leveraging our Delek Logistics business. Crack spreads were higher in 2026 than 2025, and higher than any period in the past four years. RINs also reached pricing levels higher than any period in the past four years which negatively impacted our refining expenses. Many uncertainties remain in 2026 with respect to the global supply and demand of the crude oil and refined products markets heightened by the ongoing conflict in Iran and it is difficult to predict the ultimate economic impacts this may have on our operations. Additionally, U.S. policy changes and escalating conflicts in the Middle East, Europe, and South America could potentially result in supply disruptions or further volatility in crude oil and refined products prices.
See below for further discussion on how certain key market trends impact our operating results.
| Crude Prices | ||
WTI crude oil represents the largest component of our crude slate at all of our refineries and can be sourced through our gathering channels or optimization efforts from Midland, Texas, Cushing, Oklahoma, or other locations. We manage our supply chain risk to ensure that we have the barrels to meet our crude slate consumption plan for each month through gathering supply contracts and throughput agreements on various strategic pipelines, some of which include those where we hold equity method investments. We manage market price risk on crude oil through financial derivative hedges, in accordance with our risk management strategies.
The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2025 and for the three quarterly periods in 2026.
| Crude Pricing Differentials | ||
Historically, domestic refiners have benefited from the discount for WTI Cushing compared to Brent, a global benchmark crude. This generally leads to higher margins in our refineries, as refined product prices are influenced by Brent crude prices and the majority of our crude supply is WTI-linked. Because of our positioning in the Permian basin, including our access to significant sources of WTI Midland crude through our gathering system, we are even further benefited by discounts for WTI Midland/WTI Cushing differentials. When these discounts shrink or become premiums, our reliance on WTI-linked crude pricing, and specifically WTI Midland crude, can negatively impact our refining margins. Conversely, as these price discounts widen, so does our competitive advantage, created specifically by our access to WTI Midland crude sourced through our gathering systems.
The chart below illustrates the key differentials impacting our refining operations, including WTI Cushing to Brent, WTI Midland to WTI Cushing, and Louisiana Light Sweet crude oil ("LLS") to WTI Cushing for each of the quarterly periods in 2025 and for the three quarterly periods in 2026.
42 | | | ||||
Management's Discussion and Analysis
| Refined Product Prices | ||
We are impacted by refined product prices in two ways: (1) in terms of the prices we are able to sell our refined product for in our refining segment, and (2) in terms of the cost to acquire the refined products to meet refining production shortfalls (e.g., when we have outages), or to acquire refined fuel products we sell to our wholesale customers in our logistics segment. These prices largely depend on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation.
Our refineries produce the following products:
| Tyler Refinery | El Dorado Refinery | Big Spring Refinery | Krotz Springs Refinery | |||||||||||
| Primary Products | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, petroleum coke, and sulfur | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, asphalt, and sulfur | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, aromatics, and sulfur | Gasoline, jet fuel, high-sulfur diesel, light cycle oil, liquefied petroleum gases, propylene, and ammonium thiosulfate | ||||||||||
43 | | | ||||
Management's Discussion and Analysis
The charts below illustrate the quarterly average prices of Gulf Coast Gasoline ("CBOB"), U.S. High Sulfur Diesel ("HSD") and U.S. Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2025 and for the three quarterly periods in 2026.
| Crack Spreads | ||
The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2025 and for the three quarterly periods in 2026.
44 | | | ||||
Management's Discussion and Analysis
| RIN Volatility | ||
Environmental regulations and the political environment continue to affect our refining margins in the form of volatility in the price of RINs. We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs of our credits for commitments required by the U.S. Environmental Protection Agency (“EPA”) to blend biofuels into fuel products ("RINs Obligation"). On a consolidated basis, we work to manage our RINs Obligation in order to minimize the effect of RINs prices on our results. While we obtain RINs in our refining and logistics segments through our ethanol and biodiesel blending, our refining segment still must purchase additional RINs to satisfy its obligations. Additionally, our ability to obtain RINs through blending is limited by our refined product slate, blending capabilities and market constraints. The cost to purchase these additional RINs is a significant cash outflow for our business. Increases in the market prices of RINs generally adversely affect our results of operations through changes in fair value to our existing RINs Obligation, to the extent we do not have offsetting RINs inventory on hand or effective economic hedges through net forward purchase commitments. RINs prices are highly sensitive to regulatory and political influence and conditions, and therefore often do not correlate to movements in crude oil prices, refined product prices or crack spreads. Due to the volatility of RIN prices, we cannot predict future RIN compliance costs with certainty, and fluctuations in RIN prices could have significant adverse effects on our refining margins. During 2026, RIN prices have increased significantly, driven in part by regulatory uncertainty surrounding the Renewable Fuel Standard ("RFS") Set 2 reallocation provisions. RIN prices may continue to experience volatility as a result of changes in laws and regulations, actions taken by the EPA, the granting of small refinery exemptions, decisions regarding the reallocation of exempted renewable fuel volumes, and other factors affecting the refining industry.
The chart below illustrates the volatility in RINs for each of the quarterly periods in 2025 and for the three quarterly periods in 2026.
45 | | | ||||
Management's Discussion and Analysis
| Energy Costs | ||
Energy costs are a significant element of our refining segment's EBITDA and can significantly impact our ability to capture crack spreads, with natural gas representing the largest component. Natural gas prices are driven by supply-side factors such as the amount of natural gas production, level of natural gas in storage and import and export activity, while demand-side factors include variability of weather, economic growth and the availability and price of other fuels. Refiners and other large-volume fuel consumers may be more or less susceptible to volatility in natural gas prices depending on their consumption levels as well as their capabilities to switch to more economical sources of fuel/energy. Additionally, geographic location of facilities makes consumers vulnerable to price differentials of natural gas available at different supply hubs. Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian Basin, coinciding with the physical locations of our refineries. We manage our risk around natural gas prices by entering into variable and fixed-price supply contracts in both the Gulf and Permian Basin or by entering into derivative hedges based on forecasted consumption and forward curve prices, as appropriate, in accordance with our risk policy.
The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") for each of the quarterly periods in 2025 and for the three quarterly periods in 2026.
Non-GAAP Measures
Our management uses certain non-Generally Accepted Accounting Principles (“non-GAAP”) operational measures to evaluate our operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our GAAP financial information presented in accordance with U.S. GAAP. These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include:
•EBITDA - calculated as net income (loss) attributable to Delek adjusted to add back interest expense, income tax expense, depreciation, amortization and proportional interest, taxes, depreciation and amortization of equity method investments; and
•Refining margin - calculated as gross margin (which we define as sales minus cost of sales) adjusted for operating expenses and depreciation and amortization included in cost of sales.
We believe these non-GAAP operational and financial measures are useful to investors, lenders, ratings agencies and analysts to assess our ongoing performance because, when reconciled to their most comparable GAAP financial measure, they provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance and they may obscure our underlying results and trends.
Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures.
46 | | | ||||
Management's Discussion and Analysis
Non-GAAP Reconciliations
The following table provides a reconciliation of EBITDA attributable to Delek to the most directly comparable U.S. GAAP measure, net income (loss) attributable to Delek:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Reported net income (loss) attributable to Delek US | $ | 1,133.8 | $ | 178.0 | $ | 1,102.0 | $ | (101.1) | ||||||||||||||||||
| Proportional interest, taxes, depreciation and amortization of equity-method investments | 6.6 | 7.1 | 20.7 | 21.9 | ||||||||||||||||||||||
| Interest expense, net | 73.4 | 93.1 | 258.0 | 263.1 | ||||||||||||||||||||||
| Income tax expense (benefit) | 315.7 | 39.8 | 299.2 | (11.4) | ||||||||||||||||||||||
| Depreciation and amortization | 111.4 | 101.3 | 330.4 | 296.7 | ||||||||||||||||||||||
| EBITDA attributable to Delek | $ | 1,640.9 | $ | 419.3 | $ | 2,010.3 | $ | 469.2 | ||||||||||||||||||
The following table provides a reconciliation of refining margin to the most directly comparable U.S. GAAP measure, gross margin:
Reconciliation of refining margin to gross margin (in millions)
| Refining Segment | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total revenues | $ | 4,320.1 | $ | 2,842.1 | $ | 11,006.6 | $ | 8,167.2 | ||||||||||||||||||
| Cost of sales | 3,064.9 | 2,451.3 | 9,263.4 | 7,847.7 | ||||||||||||||||||||||
| Gross margin | $ | 1,255.2 | $ | 390.8 | $ | 1,743.2 | $ | 319.5 | ||||||||||||||||||
| Add back (items included in cost of sales): | ||||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization) | 159.7 | 159.0 | 466.0 | 467.6 | ||||||||||||||||||||||
| Depreciation and amortization | 71.3 | 66.9 | 213.2 | 205.3 | ||||||||||||||||||||||
| Refining margin | $ | 1,486.2 | $ | 616.7 | $ | 2,422.4 | $ | 992.4 | ||||||||||||||||||
47 | | | ||||
Management's Discussion and Analysis
Summary Financial and Other Information
The following table provides summary financial data for Delek (in millions):
Summary Statement of Operations Data (1) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net revenues | $ | 4,392.1 | $ | 2,887.0 | $ | 11,132.2 | $ | 8,293.5 | ||||||||||||||||||
| Cost of sales: | ||||||||||||||||||||||||||
| Cost of materials and other | 2,479.5 | 2,165.7 | 8,335.9 | 6,980.2 | ||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization presented below) | 226.4 | 227.8 | 666.4 | 648.7 | ||||||||||||||||||||||
| Depreciation and amortization | 106.7 | 95.8 | 315.5 | 278.4 | ||||||||||||||||||||||
| Total cost of sales | 2,812.6 | 2,489.3 | 9,317.8 | 7,907.3 | ||||||||||||||||||||||
| Operating expenses related to wholesale business (excluding depreciation and amortization presented below) | 2.2 | 3.5 | 6.7 | 7.0 | ||||||||||||||||||||||
| General and administrative expenses | 53.4 | 76.8 | 154.1 | 214.9 | ||||||||||||||||||||||
| Depreciation and amortization | 4.7 | 5.5 | 14.9 | 18.3 | ||||||||||||||||||||||
| Asset impairment | — | 16.3 | — | 16.3 | ||||||||||||||||||||||
| Other operating expense (income), net | 0.3 | (0.1) | (3.3) | (6.7) | ||||||||||||||||||||||
| Total operating costs and expenses | 2,873.2 | 2,591.3 | 9,490.2 | 8,157.1 | ||||||||||||||||||||||
| Operating income (loss) | 1,518.9 | 295.7 | 1,642.0 | 136.4 | ||||||||||||||||||||||
| Interest expense, net | 73.4 | 93.1 | 258.0 | 263.1 | ||||||||||||||||||||||
| Income from equity method investments | (24.9) | (31.2) | (59.2) | (66.7) | ||||||||||||||||||||||
| Other expense (income), net | 2.3 | (1.2) | 2.1 | 3.4 | ||||||||||||||||||||||
| Total non-operating expenses, net | 50.8 | 60.7 | 200.9 | 199.8 | ||||||||||||||||||||||
| Income (loss) from continuing operations before income tax expense (benefit) | 1,468.1 | 235.0 | 1,441.1 | (63.4) | ||||||||||||||||||||||
| Income tax expense (benefit) | 315.7 | 39.9 | 299.3 | (11.0) | ||||||||||||||||||||||
| Income (loss) from continuing operations, net of tax | 1,152.4 | 195.1 | 1,141.8 | (52.4) | ||||||||||||||||||||||
| Discontinued operations: | ||||||||||||||||||||||||||
| Income (loss) from discontinued operations | — | (0.4) | (0.3) | (1.8) | ||||||||||||||||||||||
| Income tax expense (benefit) | — | (0.1) | (0.1) | (0.4) | ||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | — | (0.3) | (0.2) | (1.4) | ||||||||||||||||||||||
| Net income (loss) | 1,152.4 | 194.8 | 1,141.6 | (53.8) | ||||||||||||||||||||||
| Net income attributed to non-controlling interests | 18.6 | 16.8 | 39.6 | 47.3 | ||||||||||||||||||||||
| Net income (loss) attributable to Delek | $ | 1,133.8 | $ | 178.0 | $ | 1,102.0 | $ | (101.1) | ||||||||||||||||||
(1) This information is presented at a summary level for your reference. See the Condensed Consolidated Statements of Income in Item 1. to this Quarterly Report on Form 10-Q for more detail regarding our results of operations and net income per share.
We report operating results in two reportable segments:
•Refining
•Logistics
Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on segment EBITDA.
48 | | | ||||
Management's Discussion and Analysis
Results of Operations
Consolidated Results of Operations — Comparison of the Three and Nine Months Ended September 30, 2026 versus the Three and Nine Months Ended September 30, 2025
Net Income (Loss)
Q3 2026 vs. Q3 2025
Consolidated net income for the third quarter of 2026 was $1,152.4 million compared to net income of $194.8 million for the third quarter of 2025. Consolidated net income attributable to Delek for the third quarter of September 30, 2026 was $1,133.8 million, or $18.55 per basic share, compared to a net income of $178.0 million, or $2.96 per basic share, for the third quarter 2025. Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.
YTD 2026 vs. YTD 2025
Consolidated net income (loss) for the nine months ended September 30, 2026 was $1,141.6 million compared to a net loss of $53.8 million for the nine months ended September 30, 2025. Consolidated net income attributable to Delek for the nine months ended September 30, 2026 was $1,102.0 million, or $18.10 per basic share, compared to a loss of $101.1 million, or $(1.66) per basic share, for the nine months ended September 30, 2025. Explanations for significant drivers impacting net income (loss) as compared to the comparable period of the prior year are discussed in the sections below.
Net Revenues
Q3 2026 vs. Q3 2025
In the third quarter of 2026 and 2025, we generated net revenues of $4,392.1 million and $2,887.0 million, respectively, an increase of $1,505.1 million, or 52.1%. The increase in net revenues was primarily driven by the following factors:
•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 58.2%, ULSD of 86.0% and U.S. Gulf Coast HSD of 86.3%;
•increased sales volumes (including purchased products) in our refining segment; and
•in our logistics segment, increased revenue primarily related to increased crude activity in our Delaware Gathering operations.
YTD 2026 vs. YTD 2025
We generated net revenues of $11,132.2 million and $8,293.5 million during the nine months ended September 30, 2026 and 2025, respectively, an increase of $2,838.7 million, or 34.2%. The increase in net revenues was primarily due to the following:
•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 40.3%, ULSD of 59.9%, and U.S. Gulf Coast HSD of 60.5%; and
•in our logistics segment, increased revenue primarily related to increased crude activity in our Delaware Gathering operations.
These increases were partially offset by the following:
•decreased sales volumes (including purchased products) in our refining segment primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Total Operating Costs and Expenses
Cost of Materials and Other
Q3 2026 vs. Q3 2025
Cost of materials and other was $2,479.5 million for the third quarter of 2026 compared to $2,165.7 million for the third quarter of 2025, an increase of $313.8 million, or 14.5%. The net increase in cost of materials and other was primarily driven by the following:
•increases in cost of crude oil feedstocks at the refineries, including a 31.9% increase in the average cost of WTI Cushing crude oil and a 31.0% increase in the average cost of WTI Midland crude oil;
•increased sales volume (including purchased products) in our refining segment;
•an increase in the price of RINs for the three months ended September 30, 2026; and
•an increase in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations.
49 | | | ||||
Management's Discussion and Analysis
These increases were partially offset by the following:
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the third quarter of 2025.
YTD 2026 vs. YTD 2025
Cost of materials and other was $8,335.9 million for the nine months ended September 30, 2026, compared to $6,980.2 million for the nine months ended September 30, 2025, an increase of $1,355.7 million, or 19.4%. The net increase in cost of materials and other primarily related to the following:
•an increase in the cost of crude oil feedstocks at the refineries, including a 25.1% increase in the average cost of WTI Cushing crude oil and a 25.1% increase in the average cost of WTI Midland crude oil;
•an increase in the price of RINs for the nine months ended September 30, 2026;
•an increase in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations.
These increases were partially offset by the following:
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the nine months ended September 30, 2025; and
•decreased sales volumes (including purchased products) in our refining segment primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Operating Expenses
Q3 2026 vs. Q3 2025
Operating expenses (included in both cost of sales and other operating expenses) were $228.6 million for the third quarter of 2026 compared to $231.3 million for the third quarter of 2025, a decrease of $2.7 million, or 1.2%. The decrease in operating expenses was primarily driven by the following:
•an decrease in employee costs of $2.5 million and outside services of $4.6 million.
These decreases were partially offset by the following:
•an increase in lease and rental costs of $2.0 million, supplies of $1.6 million and insurance costs of $1.3 million.
YTD 2026 vs. YTD 2025
Operating expenses (included in both cost of sales and other operating expenses) were $673.1 million for the nine months ended September 30, 2026 compared to $655.7 million for the nine months ended September 30, 2025, an increase of $17.4 million, or 2.7%. The increase in operating expenses was primarily driven by the following:
•an increase in employee costs of $18.1 million, insurance costs of $5.5 million, supplies of $5.2 million and lease and rental costs of $5.2 million.
These increases were partially offset by the following:
•a decrease in variable expenses of $7.2 million including electricity, natural gas, chemical and catalyst costs, maintenance costs of $6.3 million and outside service of $6.3 million and outside services of $5.7 million
General and Administrative Expenses
Q3 2026 vs. Q3 2025
General and administrative expenses were $53.4 million for the third quarter of 2026 compared to $76.8 million for the third quarter of 2025, a decrease of $23.4 million, or 30.5%. The decrease was primarily driven by decreased employee costs of $26.9 million partially offset by an increase of outside services of $5.6 million.
YTD 2026 vs. YTD 2025
General and administrative expenses were $154.1 million for the nine months ended September 30, 2026 compared to $214.9 million for the nine months ended September 30, 2025, a decrease of $60.8 million, or 28.3%. The decrease was primarily driven by decreased restructuring costs of $14.5 million, employee costs of $40.5 million, and supplies costs of $6.2 million.
50 | | | ||||
Management's Discussion and Analysis
Depreciation and Amortization
Q3 2026 vs. Q3 2025
Depreciation and amortization (included in both cost of sales and other operating expenses) was $111.4 million for the third quarter of 2026 compared to $101.3 million for the third quarter of 2025, an increase of $10.1 million, or 10.0%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.
YTD 2026 vs. YTD 2025
Depreciation and amortization (included in both cost of sales and other operating expenses) was $330.4 million for the nine months ended September 30, 2026 compared to $296.7 million for the nine months ended September 30, 2025, an increase of $33.7 million, or 11.4%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.
Asset Impairment
Q3 2026 vs. Q3 2025
No asset impairment was recorded for the third quarter of 2026 compared to $16.3 million for the third quarter of 2025, a decrease of $16.3 million, or 100.0%. The decrease was primarily related to the impairment of software development costs for $11.6 million in the third quarter of 2025.
YTD 2026 vs. YTD 2025
No asset impairment was recorded for the nine months ended September 30, 2026 compared to $16.3 million for the nine months ended September 30, 2025, a decrease of $16.3 million, or 100.0%. The decrease was primarily related to the impairment of software development costs for $11.6 million in the nine months ended September 30, 2025.
Other Operating Expense (Income), Net
Q3 2026 vs. Q3 2025
Other operating expense, net decreased by $0.4 million in the third quarter of 2026 to expense of $0.3 million compared to income of $0.1 million in the third quarter of 2025.
YTD 2026 vs. YTD 2025
Other operating income, net was $3.3 million and $6.7 million for the nine months ended September 30, 2026 and 2025, respectively, a decrease of $3.4 million, or 50.7%. The decrease was primarily driven by the following:
•for the nine months ended September 30, 2025 we recorded a gain of $4.3 million related to Delek Logistics' eminent domain settlement.
Non-Operating Expenses, Net
Interest Expense, Net
Q3 2026 vs. Q3 2025
Interest expense, net was $73.4 million in the third quarter of 2026, compared to $93.1 million in the third quarter of 2025, a decrease of $19.7 million, or 21.2%, primarily driven by the following:
•a decrease in the average effective interest rate and a decrease in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge).
YTD 2026 vs. YTD 2025
Interest expense, net was $258.0 million in the nine months ended September 30, 2026, compared to $263.1 million for the nine months ended September 30, 2025, a decrease of $5.1 million, or 1.9% primarily due to the following:
•a decrease in the average effective interest rate and hedge gains associated with our interest rate swaps partially offset by an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) and cost for the extinguishment of debt of $23.5 million.
Results from Equity Method Investments
Q3 2026 vs. Q3 2025
We recognized income of $24.9 million from equity method investments during the third quarter of 2026, compared to $31.2 million for the third quarter of 2025, a decrease of $6.3 million, or 20.2%. This decrease was primarily driven by a decrease in income from our asphalt terminal investment of $5.0 million.
51 | | | ||||
Management's Discussion and Analysis
YTD 2026 vs. YTD 2025
We recognized income from equity method investments of $59.2 million for the nine months ended September 30, 2026, compared to $66.7 million for the nine months ended September 30, 2025, a decrease of $7.5 million, or 11.2%. This decrease was primarily driven by the following:
•a decrease in income from our asphalt terminal investment of $12.0 million; and
•a decrease in income from our investment in two other pipeline joint ventures of $2.6 million.
These decreases was partially offset by the following:
•an increase in income from our investment in W2W Holdings LLC of $7.4 million.
Other Expense (Income), net
Q3 2026 vs. Q3 2025
Other expense (income), net was $2.3 million of expense in the third quarter of 2026 compared to $1.2 million of income in the third quarter of 2025, an increase of $3.5 million, or 291.7%.
YTD 2026 vs. YTD 2025
Other expense (income), net was $2.1 million of expense in the nine months ended September 30, 2026, compared to $3.4 million of expense for the nine months ended September 30, 2025, a decrease of $1.3 million, or 38.2%.
Income Taxes
Q3 2026 vs. Q3 2025
For the third quarter of 2026, we recorded an income tax expense of $315.7 million from continuing operations compared to an income tax expense of $39.9 million from continuing operations for the third quarter of 2025, primarily driven by the following:
•an increase in pre-tax income of $1,233.1 million; and
•our effective tax rates were 21.5% and 17.0% for the three months ended September 30, 2026 and 2025, respectively, due to the impact of fixed dollar permanent differences on the tax rate and changes to valuation allowances on certain attributes.
YTD 2026 vs. YTD 2025
For the nine months ended September 30, 2026, we recorded an income tax expense of $299.3 million from continuing operations compared to an income tax benefit of $11.0 million from continuing operations for the nine months ended September 30, 2025, primarily driven by the following:
•an increase to pre-tax income of $1,504.5 million; and
•our effective tax rates were 20.8% and 17.4% for the nine months ended September 30, 2026 and 2025, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes.
Refer to Note 13 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.
52 | | | ||||
Management's Discussion and Analysis
| Refining Segment | ||
The tables and charts below set forth selected information concerning our refining segment operations ($ in millions, except per barrel amounts):
| Selected Refining Financial Information | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | 4,320.1 | $ | 2,842.1 | $ | 11,006.6 | $ | 8,167.2 | ||||||||||||||||||
| Cost of materials and other | 2,833.9 | 2,225.4 | 8,584.2 | 7,174.8 | ||||||||||||||||||||||
| Refining Margin | $ | 1,486.2 | $ | 616.7 | $ | 2,422.4 | $ | 992.4 | ||||||||||||||||||
| Operating expenses (excluding depreciation and amortization) | $ | 159.7 | $ | 159.0 | $ | 466.0 | $ | 467.6 | ||||||||||||||||||
| Refining segment EBITDA | $ | 1,327.2 | $ | 464.6 | $ | 1,962.4 | $ | 545.1 | ||||||||||||||||||
Factors Impacting Refining Profitability
Our profitability in the refining segment is substantially determined by the difference between the cost of the crude oil feedstocks we purchase and the price of the refined products we sell, referred to as the "crack spread", "refining margin" or "refined product margin". Refining margin is used as a metric to assess a refinery's product margins against market crack spread trends, where "crack spread" is a measure of the difference between market prices for crude oil and refined products and is a commonly used proxy within the industry to estimate or identify trends in refining margins.
The cost to acquire feedstocks and the price of the refined petroleum products we ultimately sell from our refineries depend on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions such as hurricanes or tornadoes, local, domestic and foreign political affairs, global conflict, production levels, the availability of imports, the marketing of competitive fuels and government regulation. Other significant factors that influence our results in the refining segment include operating costs (particularly the cost of natural gas used for fuel and the cost of electricity), seasonal factors, refinery utilization rates and planned or unplanned maintenance activities or turnarounds. Moreover, while the fluctuations in the cost of crude oil are typically reflected in the prices of light refined products, such as gasoline and diesel fuel, the price of other residual products, such as asphalt, coke, carbon black oil and liquefied petroleum gas ("LPG") are less likely to move in parallel with crude cost. This could cause additional pressure on our realized margin during periods of rising or falling crude oil prices.
Additionally, our margins are impacted by the pricing differentials of the various types and sources of crude oil we use at our refineries and their relation to product pricing. Our crude slate is predominantly comprised of WTI crude oil. Therefore, favorable differentials of WTI compared to other crude will favorably impact our operating results, and vice versa. Additionally, because of our gathering system presence in the Midland area and the significant source of crude specifically from that region into our network, a widening of the WTI Cushing less WTI Midland spread will favorably influence the operating margin for our refineries. Alternatively, a narrowing of this differential will have an adverse effect on our operating margins. Global product prices are influenced by the price of Brent, which is a global benchmark crude. Global product prices influence product prices in the U.S. As a result, our refineries are influenced by the spread between Brent and WTI Midland. The Brent less WTI Midland spread represents the differential between the average per barrel price of Brent crude oil and the average per barrel price of WTI Midland crude oil. A widening of the spread between Brent and WTI Midland will favorably influence our refineries' operating margins. Also, the Krotz Springs refinery is influenced by the spread between Brent and LLS. The Brent less LLS spread represents the differential between the average per barrel price of Brent and the average per barrel price of LLS crude oil. A discount in LLS relative to Brent will favorably influence the Krotz Springs refinery operating margin.
Finally, Refining EBITDA is impacted by regulatory costs associated with the cost of RINs as well as energy costs, including the cost of natural gas. In periods of unfavorable regulatory sentiment, RINs prices can increase at higher rates than crack spreads, or even when crack spreads are declining. This can be particularly impactful on smaller refineries, where the operating cost structure does not have as much scalability as larger refineries. Additionally, volatility in energy costs, which are captured in our operating expenses and impact our Refining EBITDA, can significantly impact our ability to capture crack spreads, with natural gas representing the most significant component. Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian Basin, and we do not currently have the capability at our refineries to switch our energy consumption to utilize alternative sources of fuel. For this reason, unfavorable Gulf Coast (Henry Hub) differentials can impact our crack spread capture.
53 | | | ||||
Management's Discussion and Analysis
The cost to acquire the refined fuel products we sell to our wholesale customers in our logistics segment largely depends on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation.
In addition to the above, it continues to be a strategic and operational objective to manage price and supply risk related to crude oil that is used in refinery production, and to develop strategic sourcing relationships. For that purpose, from a pricing perspective, we enter into commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil and ethanol, future sales of refined products or to fix margins on future production. We also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage our RINs Obligation. Additionally, from a sourcing perspective, we often enter into purchase and sale contracts with vendors and customers or take physical or financial commodity positions for crude oil that may not be used immediately in production, but that may be used to manage the overall supply and availability of crude expected to ultimately be needed for production and/or to meet minimum requirements under strategic pipeline arrangements, and also to optimize and hedge availability risks associated with crude that we ultimately expect to use in production. Such transactions are inherently based on certain assumptions and judgments made about the current and possible future availability of crude. Therefore, when we take physical or financial positions for optimization purposes, our intent is generally to take offsetting positions in quantities and at prices that will advance these objectives while minimizing our positional and financial statement risk. However, because of the volatility of the market in terms of pricing and availability, it is possible that we may have material positions with timing differences or, more rarely, that we are unable to cover a position with an offsetting position as intended. Such differences could have a material impact on the classification of resulting gains/losses, assets or liabilities, and could also significantly impact Refining EBITDA.
| Refinery Statistics | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total Refining Segment | ||||||||||||||||||||||||||
| Days in period | 92 | 92 | 273 | 273 | ||||||||||||||||||||||
Total sales volume - refined product (average bpd) (1) | 319,552 | 317,587 | 302,738 | 309,329 | ||||||||||||||||||||||
| Total production (average bpd) | 313,451 | 309,739 | 294,715 | 302,291 | ||||||||||||||||||||||
| Crude oil | 302,664 | 303,811 | 281,412 | 293,724 | ||||||||||||||||||||||
| Other feedstocks | 13,627 | 10,350 | 16,086 | 12,931 | ||||||||||||||||||||||
| Total throughput (average bpd): | 316,291 | 314,161 | 297,498 | 306,655 | ||||||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
| WTI crude oil | 73.4 | % | 77.2 | % | 75.6 | % | 73.9 | % | ||||||||||||||||||
| Gulf Coast Sweet Crude | 9.4 | % | 5.0 | % | 7.7 | % | 6.7 | % | ||||||||||||||||||
| Local Arkansas crude oil | 3.1 | % | 3.1 | % | 3.3 | % | 3.4 | % | ||||||||||||||||||
| Other | 14.1 | % | 14.7 | % | 13.4 | % | 16.0 | % | ||||||||||||||||||
| Crude utilization (% based on nameplate capacity) | 100.2 | % | 100.6 | % | 93.2 | % | 97.3 | % | ||||||||||||||||||
54 | | | ||||
Management's Discussion and Analysis
| Refinery Statistics (continued) | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Tyler, TX Refinery | ||||||||||||||||||||||||||
| Days in period | 92 | 92 | 273 | 273 | ||||||||||||||||||||||
| Products manufactured (average bpd): | ||||||||||||||||||||||||||
| Gasoline | 37,261 | 37,973 | 37,591 | 36,199 | ||||||||||||||||||||||
| Diesel/Jet | 32,351 | 33,469 | 32,329 | 32,429 | ||||||||||||||||||||||
| Petrochemicals, LPG, natural gas liquids ("NGLs") | 1,964 | 2,121 | 1,958 | 2,010 | ||||||||||||||||||||||
| Other | 1,606 | 844 | 1,292 | 968 | ||||||||||||||||||||||
| Total production | 73,182 | 74,407 | 73,170 | 71,606 | ||||||||||||||||||||||
| Throughput (average bpd): | ||||||||||||||||||||||||||
| Crude Oil | 72,653 | 74,948 | 72,088 | 72,243 | ||||||||||||||||||||||
| Other feedstocks | 2,164 | 1,144 | 2,709 | 1,032 | ||||||||||||||||||||||
| Total throughput | 74,817 | 76,092 | 74,797 | 73,275 | ||||||||||||||||||||||
| Per barrel of throughput: | ||||||||||||||||||||||||||
| Operating expenses | $ | 5.00 | $ | 4.93 | $ | 5.15 | $ | 5.05 | ||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
| WTI crude oil | 79.1 | % | 75.7 | % | 78.8 | % | 74.5 | % | ||||||||||||||||||
| East Texas crude oil | 19.0 | % | 23.8 | % | 19.9 | % | 23.9 | % | ||||||||||||||||||
| Other | 1.9 | % | 0.5 | % | 1.3 | % | 1.6 | % | ||||||||||||||||||
| El Dorado, AR Refinery | ||||||||||||||||||||||||||
| Days in period | 92 | 92 | 273 | 273 | ||||||||||||||||||||||
| Products manufactured (average bpd): | ||||||||||||||||||||||||||
| Gasoline | 41,714 | 40,320 | 40,382 | 38,655 | ||||||||||||||||||||||
| Diesel/Jet | 30,343 | 31,717 | 29,850 | 30,229 | ||||||||||||||||||||||
| Petrochemicals, LPG, NGLs | 1,179 | 1,210 | 1,244 | 1,058 | ||||||||||||||||||||||
| Asphalt | 5,801 | 7,243 | 5,834 | 7,320 | ||||||||||||||||||||||
| Other | 590 | 678 | 946 | 1,168 | ||||||||||||||||||||||
| Total production | 79,627 | 81,168 | 78,256 | 78,430 | ||||||||||||||||||||||
| Throughput (average bpd): | ||||||||||||||||||||||||||
| Crude Oil | 79,027 | 80,659 | 77,315 | 77,089 | ||||||||||||||||||||||
| Other feedstocks | 1,663 | 2,205 | 2,059 | 2,952 | ||||||||||||||||||||||
| Total throughput | 80,690 | 82,864 | 79,374 | 80,041 | ||||||||||||||||||||||
| Per barrel of throughput: | ||||||||||||||||||||||||||
| Operating expenses | $ | 5.06 | $ | 4.50 | $ | 5.13 | $ | 4.66 | ||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
| WTI crude oil | 87.0 | % | 86.9 | % | 86.5 | % | 79.9 | % | ||||||||||||||||||
| Local Arkansas crude oil | 11.7 | % | 11.9 | % | 12.3 | % | 13.0 | % | ||||||||||||||||||
| Other | 1.3 | % | 1.2 | % | 1.2 | % | 7.1 | % | ||||||||||||||||||
55 | | | ||||
Management's Discussion and Analysis
| Refinery Statistics (continued) | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Big Spring, TX Refinery | ||||||||||||||||||||||||||
| Days in period | 92 | 92 | 273 | 273 | ||||||||||||||||||||||
| Products manufactured (average bpd): | ||||||||||||||||||||||||||
| Gasoline | 37,331 | 34,163 | 28,885 | 33,040 | ||||||||||||||||||||||
| Diesel/Jet | 28,543 | 25,147 | 21,952 | 24,041 | ||||||||||||||||||||||
| Petrochemicals, LPG, NGLs | 2,906 | 2,849 | 2,332 | 3,630 | ||||||||||||||||||||||
| Asphalt | 3,739 | 2,033 | 2,570 | 2,193 | ||||||||||||||||||||||
| Other | 1,301 | 4,544 | 2,217 | 4,144 | ||||||||||||||||||||||
| Total production | 73,820 | 68,736 | 57,956 | 67,048 | ||||||||||||||||||||||
| Throughput (average bpd): | ||||||||||||||||||||||||||
Crude oil | 72,719 | 68,011 | 56,948 | 64,314 | ||||||||||||||||||||||
Other feedstocks | 1,987 | 2,117 | 1,673 | 4,126 | ||||||||||||||||||||||
| Total throughput | 74,706 | 70,128 | 58,621 | 68,440 | ||||||||||||||||||||||
| Per barrel of refined throughput: | ||||||||||||||||||||||||||
| Operating expenses | $ | 6.17 | $ | 7.20 | $ | 6.97 | $ | 7.33 | ||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
WTI crude oil | 67.2 | % | 75.6 | % | 68.3 | % | 72.8 | % | ||||||||||||||||||
WTS crude oil | 32.8 | % | 24.4 | % | 31.7 | % | 27.2 | % | ||||||||||||||||||
| Krotz Springs, LA Refinery | ||||||||||||||||||||||||||
| Days in period | 92 | 92 | 273 | 273 | ||||||||||||||||||||||
| Products manufactured (average bpd): | ||||||||||||||||||||||||||
Gasoline | 43,904 | 41,867 | 44,592 | 41,999 | ||||||||||||||||||||||
Diesel/Jet | 34,000 | 33,165 | 32,244 | 32,801 | ||||||||||||||||||||||
Heavy Oils | 2,190 | 3,864 | 1,914 | 3,899 | ||||||||||||||||||||||
Petrochemicals, LPG, NGLs | 6,726 | 6,532 | 6,584 | 6,508 | ||||||||||||||||||||||
Other | — | — | — | — | ||||||||||||||||||||||
Total production | 86,820 | 85,428 | 85,334 | 85,207 | ||||||||||||||||||||||
| Throughput (average bpd): | ||||||||||||||||||||||||||
Crude Oil | 78,265 | 80,193 | 75,061 | 80,078 | ||||||||||||||||||||||
Other feedstocks | 7,813 | 4,884 | 9,645 | 4,821 | ||||||||||||||||||||||
Total throughput | 86,078 | 85,077 | 84,706 | 84,899 | ||||||||||||||||||||||
| Per barrel of throughput: | ||||||||||||||||||||||||||
| Operating expenses | $ | 5.26 | $ | 5.35 | $ | 5.40 | $ | 5.28 | ||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
WTI Crude | 59.2 | % | 70.7 | % | 66.6 | % | 68.6 | % | ||||||||||||||||||
Gulf Coast Sweet Crude | 37.5 | % | 18.1 | % | 29.3 | % | 24.4 | % | ||||||||||||||||||
| Other | 3.3 | % | 11.2 | % | 4.1 | % | 7.0 | % | ||||||||||||||||||
(1) Includes inter-refinery sales and sales to other segments which are eliminated in consolidation. See tables below.
56 | | | ||||
Management's Discussion and Analysis
Included in the refinery statistics above are the following sales to other segments:
| Refinery Sales to Other Segments | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in barrels per day) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Big Spring refined product sales to other Delek segments | 8,391 | 10,030 | 10,826 | 10,533 | ||||||||||||||||||||||
| Pricing Statistics (average for the period presented) | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| WTI — Cushing crude oil (per barrel) | $ | 85.79 | $ | 65.06 | $ | 83.50 | $ | 66.74 | ||||||||||||||||||
| WTI — Midland crude oil (per barrel) | $ | 86.15 | $ | 65.76 | $ | 84.47 | $ | 67.52 | ||||||||||||||||||
| WTS — Midland crude oil (per barrel) | $ | 84.02 | $ | 64.96 | $ | 81.98 | $ | 66.83 | ||||||||||||||||||
| LLS (per barrel) | $ | 87.71 | $ | 67.25 | $ | 85.91 | $ | 69.20 | ||||||||||||||||||
| Brent (per barrel) | $ | 91.36 | $ | 68.17 | $ | 88.71 | $ | 69.91 | ||||||||||||||||||
U.S. Gulf Coast 5-3-2 crack spread (per barrel) (1) | $ | 63.52 | $ | 22.57 | $ | 45.50 | $ | 19.96 | ||||||||||||||||||
U.S. Gulf Coast 3-2-1 crack spread (per barrel) (1) | $ | 60.31 | $ | 21.68 | $ | 43.25 | $ | 19.24 | ||||||||||||||||||
U.S. Gulf Coast 2-1-1 crack spread (per barrel) (1) | $ | 57.11 | $ | 17.89 | $ | 39.34 | $ | 14.98 | ||||||||||||||||||
| U.S. Gulf Coast unleaded gasoline (per gallon) | $ | 3.10 | $ | 1.96 | $ | 2.75 | $ | 1.96 | ||||||||||||||||||
| Gulf Coast ultra-low sulfur diesel (per gallon) | $ | 4.24 | $ | 2.28 | $ | 3.55 | $ | 2.22 | ||||||||||||||||||
| U.S. Gulf Coast high sulfur diesel (per gallon) | $ | 3.80 | $ | 2.04 | $ | 3.21 | $ | 2.00 | ||||||||||||||||||
Natural gas (per MMBTU) | $ | 2.89 | $ | 3.07 | $ | 3.10 | $ | 3.48 | ||||||||||||||||||
(1)For our Tyler and El Dorado refineries, we compare our per barrel refining product margin to the Gulf Coast 5-3-2 crack spread consisting of (Argus pricing) WTI Cushing crude, U.S. Gulf Coast CBOB gasoline and Gulf Coast ultra-low sulfur diesel. For our Big Spring refinery, we compare our per barrel refining margin to the Gulf Coast 3-2-1 crack spread consisting of (Argus pricing) WTI Cushing crude, U.S. Gulf Coast CBOB gasoline and Gulf Coast ultra-low sulfur diesel. For our Krotz Springs refinery, we compare our per barrel refining margin to the Gulf Coast 2-1-1 crack spread consisting of (Argus pricing) LLS crude oil, (Argus pricing) U.S. Gulf Coast CBOB gasoline and (Platts pricing) U.S. Gulf Coast Pipeline No. 2 heating oil (high sulfur diesel). The Tyler refinery's crude oil input is primarily WTI Midland and East Texas, while the El Dorado refinery's crude input is primarily a combination of WTI Midland, local Arkansas and other domestic inland crude oil. The Big Spring refinery’s crude oil input is primarily comprised of WTS and WTI Midland. The Krotz Springs refinery’s crude oil input is primarily comprised of LLS and WTI Midland.
57 | | | ||||
Management's Discussion and Analysis
Refining Segment Operational Comparison of the Three and Nine Months Ended September 30, 2026 versus the Three and Nine Months Ended September 30, 2025
Revenues
Q3 2026 vs. Q3 2025
Revenues for the refining segment increased by $1,478.0 million, or 52.0%, in the third quarter of 2026 compared to the third quarter of 2025. The increase was primarily driven by the following:
•an increase in the average price of U.S. Gulf Coast gasoline of 58.2%, ULSD of 86.0% and U.S. Gulf Coast HSD of 86.3%; and
•an increase in sales volumes (including purchased products).
Net revenues included sales to our logistics segment of $116.3 million and $85.4 million for the three months ended September 30, 2026 and September 30, 2025, respectively. We eliminate this intercompany revenue in consolidation.
YTD 2026 vs. YTD 2025
Revenues for the refining segment increased $2,839.4 million, or 34.8%, in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by the following:
•an increase in the average price of U.S. Gulf Coast gasoline of 40.3%, ULSD of 59.9%, and U.S. Gulf Coast HSD of 60.5%.
These increases were partially offset by the following:
•a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Revenues included sales to our logistics segment of $373.4 million and $259.9 million for the nine months ended September 30, 2026 and 2025, respectively. We eliminate this intercompany revenue in consolidation.
Cost of Materials and Other
Q3 2026 vs. Q3 2025
Cost of materials and other increased by $608.5 million, or 27.3%, in the third quarter of 2026 compared to the third quarter of 2025. The increase was primarily driven by the following:
•increases in the cost of WTI Cushing crude oil, from an average of $65.06 per barrel to an average of $85.79, or 31.9% and increases in the cost of WTI Midland crude oil, from an average of $65.76 per barrel to an average of $86.15, or 31.0%; and
•increased sales volume (including purchased products); and
•an increase in the price of RINs for the three months ended September 30, 2026.
These increases were partially offset by the following:
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for third quarter of 2025.
YTD 2026 vs. YTD 2025
Cost of materials and other increased $1,409.4 million, or 19.6%, in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily driven by the following:
•increases in the cost of WTI Cushing crude oil, from an average of $66.74 per barrel to an average of $83.50, or 25.1% and increases in the cost of WTI Midland crude oil, from an average of $67.52 per barrel to an average of $84.47, or 25.1%; and
•an increase in the price of RINs for the nine months ended September 30, 2026.
The increases were partially offset by the following:
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the nine months ended September 30, 2025; and
•a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
58 | | | ||||
Management's Discussion and Analysis
Our refining segment purchases finished product from our logistics segment and has multiple service agreements with our logistics segment which, among other things, require the refining segment to pay terminalling and storage fees based on the throughput volume of crude and finished product in the logistics segment pipelines and the volume of crude and finished product stored in the logistics segment storage tanks, subject to minimum volume commitments. These costs and fees were $184.2 million and $555.7 million during the three and nine months ended September 30, 2026, respectively, and $131.0 million and $370.9 million during the three and nine months ended September 30, 2025, respectively. We eliminate these intercompany fees in consolidation.
Operating Expenses
Q3 2026 vs. Q3 2025
Operating expenses increased by $0.7 million, or 0.4%, in the third quarter of 2026 compared to the third quarter of 2025. The increase in operating expenses was primarily driven by employee expenses and certain variable costs.
YTD 2026 vs. YTD 2025
Operating expenses decreased $1.6 million, or 0.3%, in the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease in operating expenses was primarily driven by the following:
•a decrease in outside services of $16.1 million primarily driven by the Big Spring refinery turnaround.
The decreases were partially offset by the following:
•an increase in employee expenses of $9.0 million and lease and rental expenses of $5.3 million.
Refining Margin
Q3 2026 vs. Q3 2025
Refining segment margin increased by $869.5 million, or 141.0%, in the third quarter of 2026 compared to the third quarter of 2025, with a refining margin percentage of 34.4% as compared to 21.7% for the third quarter of 2026 and 2025, respectively, primarily driven by the following:
•a 181.4% increase in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 178.2% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 219.2% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);
•increased sales volume (including purchased products); and
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the third quarter of 2025.
YTD 2026 vs. YTD 2025
Refining margin increased by $1,430.0 million, or 144.1%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, with a refining margin percentage of 22.0% as compared to 12.2% for the nine months ended September 30, 2026 and 2025, respectively, primarily driven by the following:
•a 128.0% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 124.8% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 162.6% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery); and
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the third quarter of 2025.
These increases were partially offset by the following:
•a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
59 | | | ||||
Management's Discussion and Analysis
EBITDA
Q3 2026 vs. Q3 2025
EBITDA increased by $862.6 million, or 185.7%, in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to an increase in refining margin driven by increased crack spreads, increased sales volumes and receipt of small refinery exemptions.
YTD 2026 vs. YTD 2025
EBITDA increased by $1,417.3 million, or 260.0% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to an increase in refining margin driven by increased crack spreads and receipt of small refinery exemptions offset by decreased sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
60 | | | ||||
Management's Discussion and Analysis
| Logistics Segment | ||
The table below sets forth certain information concerning our logistics segment operations ($ in millions, except per barrel amounts):
| Selected Logistics Financial and Operating Information | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | 372.5 | $ | 261.3 | $ | 1,054.7 | $ | 757.6 | ||||||||||||||||||
| Cost of materials and other | $ | 227.5 | $ | 129.8 | $ | 635.1 | $ | 378.2 | ||||||||||||||||||
| Operating expenses (excluding depreciation and amortization) | $ | 46.7 | $ | 43.8 | $ | 137.1 | $ | 122.9 | ||||||||||||||||||
| EBITDA | $ | 118.6 | $ | 108.6 | $ | 333.5 | $ | 297.4 | ||||||||||||||||||
| Operating Information: | ||||||||||||||||||||||||||
| Gathering & Processing: (average bpd) | ||||||||||||||||||||||||||
| Lion Pipeline System: | ||||||||||||||||||||||||||
| Crude pipelines (non-gathered) | 70,109 | 71,802 | 68,756 | 68,340 | ||||||||||||||||||||||
| Refined products pipelines | 52,240 | 59,679 | 49,680 | 56,442 | ||||||||||||||||||||||
| SALA Gathering System | 9,371 | 9,053 | 9,447 | 9,781 | ||||||||||||||||||||||
| East Texas Crude Logistics System | 31,471 | 31,317 | 31,020 | 30,462 | ||||||||||||||||||||||
| Midland Gathering Assets | 205,606 | 222,980 | 211,209 | 213,750 | ||||||||||||||||||||||
| Plains Connection System | 160,339 | 185,151 | 182,935 | 174,446 | ||||||||||||||||||||||
| Delaware Gathering Assets: | ||||||||||||||||||||||||||
Natural gas gathering and processing (Mcfd) (1) | 93,777 | 62,692 | 79,574 | 61,157 | ||||||||||||||||||||||
| Crude oil gathering (average bpd) | 150,814 | 153,745 | 145,885 | 137,828 | ||||||||||||||||||||||
| Water disposal and recycling (average bpd) | 108,299 | 87,176 | 108,279 | 110,575 | ||||||||||||||||||||||
| Midland Water Gathering System: | ||||||||||||||||||||||||||
| Water disposal and recycling (average bpd) | 512,436 | 573,028 | 599,854 | 620,910 | ||||||||||||||||||||||
| Wholesale Marketing & Terminalling: | ||||||||||||||||||||||||||
East Texas - Tyler refinery sales volumes (average bpd) (2) | — | 67,439 | — | 67,609 | ||||||||||||||||||||||
| West Texas wholesale marketing throughputs (average bpd) | 3,117 | 2,680 | 6,328 | 8,058 | ||||||||||||||||||||||
| West Texas wholesale marketing margin per barrel | $ | 9.99 | $ | 4.50 | $ | 5.41 | $ | 3.41 | ||||||||||||||||||
Terminalling throughputs (average bpd) (3) | 158,907 | 145,808 | 151,423 | 144,629 | ||||||||||||||||||||||
(1) Mcfd - average thousand cubic feet per day.
(2) Excludes jet fuel and petroleum coke.
(3) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, El Dorado and North Little Rock, Arkansas terminals and Memphis and Nashville, Tennessee terminals.
Logistics revenue is largely based on fixed-fee or tariff rates charged for throughput volumes running through our logistics network, where many of those volumes are contractually protected by minimum volume commitments ("MVCs"). To the extent that our logistics volumes are not subject to MVCs, our Logistics revenue may be negatively impacted in periods where our customers are experiencing economic pressures or reductions in demand for their products. Additionally, certain of our throughput arrangements contain deficiency credit provisions that may require us to defer excess MVC fees collected over actual throughputs to apply toward MVC deficiencies in future periods. With respect to our equity method investments in pipeline joint ventures, our earnings from those investments (which is based on our pro rata ownership percentage of the joint venture's recognized net income or loss) are directly impacted by the operations of those joint ventures. Items impacting the joint venture net income (loss) may include (but are not limited to) the following: long-term throughput contractual arrangements and related MVCs and, in some cases, deficiency credit provisions; the demand for walk-up nominations; applicable rates or tariffs; long-lived asset or other impairments assessed at the joint venture level; and pipeline releases or other contingent liabilities. With respect to our West Texas marketing activities, our profitability is dependent upon the cost of landed product versus the rack price of refined product sold. Our logistics segment is generally protected from commodity price risk because inventory is purchased and then immediately sold at the rack.
61 | | | ||||
Management's Discussion and Analysis
Logistics Segment Operational Comparison of the Three and Nine Months Ended September 30, 2026 versus the Three and Nine Months Ended September 30, 2025
Revenues
Q3 2026 vs. Q3 2025
Net revenues increased by $111.2 million, or 42.6%, in the third quarter of 2026 compared to the third quarter of 2025, primarily driven by:
•increased revenue of $39.5 million in our West Texas marketing operations primarily driven by an increase in average sales prices of gasoline and diesel and an increase in RINs revenue partially offset by a decrease in volumes sold:
◦the average sales prices per gallon of gasoline and diesel sold increased by $1.00 and $1.88 per gallon, respectively;
◦RINs revenue increased by $1.7 million primarily due to increased RINs prices; and
◦the volumes of gasoline and diesel sold decreased by 3.9 million gallons and 1.1 million gallons, respectively.
•increased revenue of $71.7 million primarily associated with the Delek Permian Gathering purchasing and blending activities and increased crude activity in our Delaware Gathering operations.
These increases were partially offset by the following:
•a decrease of $6.9 million associated with the termination of a marketing agreement with Delek, under which Delek Logistics marketed 100% of the refined products output of the Tyler Refinery (the "East Texas Marketing Agreement") effective January 1, 2026.
Net revenues included sales to our refining segment of $184.2 million and $131.0 million for the three months ended September 30, 2026 and September 30, 2025, respectively. We eliminate this intercompany revenue in consolidation.
YTD 2026 vs. YTD 2025
Net revenues increased by $297.1 million, or 39.2%, in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily driven by the following:
•increased revenue of $124.2 million in our West Texas marketing operations primarily driven by an increase in average sales prices per gallon, a net increase in volumes sold and an increase in RINs revenue:
◦the average sales prices per gallon of gasoline and diesel sold increased by $0.67 and $1.25 per gallon, respectively;
◦the volumes gasoline sold increased by 5.7 million gallons while the volumes of diesel sold decreased by 3.1 million; and
◦RINs revenue increased $7.4 million primarily due to increased RINs prices.
•increased revenue of $185.1 million primarily associated with the Delek Permian Gathering purchasing and blending activities which was transferred to Delek Logistics on May 1, 2025 and increased crude activity in our Delaware Gathering operations.
These increases were partially offset by the following:
•a decrease of $20.3 million associated with the termination of the East Texas Marketing Agreement.
Net revenues included sales to our refining segment of $555.7 million and $370.9 million for the nine months ended September 30, 2026 and 2025, respectively, and sales to corporate and other of $0.0 million and $0.5 million for the nine months ended September 30, 2026 and 2025, respectively. We eliminate this intercompany revenue in consolidation.
Cost of Materials and Other
Q3 2026 vs. Q3 2025
Cost of materials and other for the logistics segment increased by $97.7 million, or 75.3%, in the third quarter of 2026 compared to the third quarter of 2025. The increase was primarily driven by the following:
•increased costs of materials and other of $35.5 million in our West Texas marketing operations primarily driven by an increase in average cost per gallon of gasoline and diesel sold partially offset by a decrease in volumes sold:
◦the average cost per gallon of gasoline and diesel sold increased by $0.94 per gallon and $1.81 per gallon, respectively; and
◦the volumes of gasoline and diesel sold decreased by 3.9 million gallons and 1.1 million gallons, respectively.
•an increase of $60.8 million in our gathering and processing segment primarily associated with increased costs associated with our Delaware Gathering operations.
Our logistics segment purchased product from our refining segment of $116.3 million and $85.4 million for the three months ended September 30, 2026 and September 30, 2025, respectively. We eliminate these intercompany costs in consolidation.
62 | | | ||||
Management's Discussion and Analysis
YTD 2026 vs. YTD 2025
Cost of materials and other for the logistics segment increased by $256.9 million, or 67.9%, in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily driven by the following:
•increased costs of materials and other of $118.1 million in our West Texas marketing operations was primarily driven by an increase in average cost per gallon of gasoline and diesel sold and a net increase in volumes sold:
◦the average cost per gallon of gasoline and diesel sold increased by $0.65 per gallon and $1.29 per gallon, respectively; and
◦the volumes of gasoline sold increased by 5.7 million gallons, while diesel sold decreased by 3.1 million gallons.
•an increase of $136.9 million in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations.
Our logistics segment purchased product from our refining segment for $373.4 million and $259.9 million for the nine months ended September 30, 2026 and September 30, 2025, respectively. We eliminate these intercompany costs in consolidation.
Operating Expenses
Q3 2026 vs. Q3 2025
Operating expenses increased by $2.9 million, or 6.6%, in the third quarter of 2026 compared to the third quarter of 2025, primarily driven by the following:
•an increase of $1.9 million in outside services, $1.2 million in other operating expenses primarily associated with our Midland Water Gathering operations, maintenance and repairs expenses and employee expenses totalling $1.4 million largely associated with our Delaware Gathering operations and lease, rental and supplies expense of $1.6 million.
These increases were partially offset by the following:
•a decrease in variable expenses of $2.4 million primarily associated with our Midland Water Gathering operations and taxes, licenses and fees of $1.3 million largely associated with our Delaware Gathering operations.
63 | | | ||||
Management's Discussion and Analysis
YTD 2026 vs. YTD 2025
Operating expenses increased by $14.2 million, or 11.6%, in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily driven by the following:
•an increase of $15.7 million in outside services, employee expenses of $3.8 million, supplies expense of $2.3 million and insurance expense of $2.2 million.
These increases were partially offset by the following:
•a $5.5 million decrease in certain variable expenses and a $4.5 million decrease in maintenance and repair costs.
EBITDA
Q3 2026 vs. Q3 2025
EBITDA increased by $10.0 million, or 9.2%, in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily driven by the following:
•an increase in wholesale margins of $5.49 per barrel; and
•increased revenue from crude gathering.
The increases was partially offset by the following:
•lower revenue due to the termination of the East Texas Marketing Agreement to Delek Holdings effective January 1, 2026.
YTD 2026 vs. YTD 2025
EBITDA increased by $36.1 million, or 12.1%, in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily driven by the following:
•a $2.00 per barrel increase in wholesale margins; and
•increased revenue from crude gathering.
The increases were partially offset by the following:
•lower revenue due to the termination of the East Texas Marketing Agreement to Delek Holdings effective January 1, 2026.
64 | | | ||||
Management's Discussion and Analysis
Liquidity and Capital Resources
Sources of Capital
Our primary sources of liquidity and capital resources are
•cash generated from our operating activities;
•borrowings under our debt facilities; and
•potential issuances of additional equity and debt securities.
At September 30, 2026, total liquidity was $3,746.7 million, consisting primarily of $2,411.6 million in unused credit commitments under our revolving credit facilities (as discussed in Note 9 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q) and $1,335.1 million in cash and cash equivalents. Unused revolving commitments of $1,300.0 million are held by or available only to Delek Logistics and its subsidiaries and are not available to fund our obligations or those of our other subsidiaries. Excluding Delek Logistics, our liquidity at September 30, 2026 was $2,397.7 million, consisting of $1,286.1 million of cash and cash equivalents and $1,111.6 million of unused commitments under the Delek Revolving Credit Facility. Historically, we have generated sufficient cash from operations to fund working capital requirements, pay quarterly cash dividends, repurchase common stock and fund capital expenditures. On October 29, 2026, our Board of Directors approved a quarterly cash dividend of $0.300 per share of our common stock. During the three and nine months ended September 30, 2026, 695,410 and 1,138,303 shares, respectively, of our common stock were repurchased and canceled at the time of the transaction for an aggregate consideration of $50.0 million and $70.0 million, respectively. As of September 30, 2026, there was $394.2 million of authorization remaining under Delek's aggregate stock repurchase program.
Other funding sources including borrowings under existing credit agreements and issuance of equity and debt securities have been utilized to meet our funding requirements and support our growth capital projects and acquisitions. We have historically been able to source funding at terms that reflect market conditions, our financial position and our credit ratings and expect future funding sources to be at terms that are sustainable and profitable for the Company. However, there can be no assurances regarding the availability of future debt or equity financings or whether such financings can be made available on terms that are acceptable to us; any execution of such financing activities will be dependent on the contemporaneous availability of functioning debt or equity markets. Additionally, new debt financing activities will be subject to the satisfaction of any debt incurrence limitation covenants in our existing financing agreements. Our debt limitation covenants in our existing financing documents are usual and customary for credit agreements of our type and reflective of market conditions at the time of their execution. Our ability to service debt, fund capital expenditures, pay dividends, and repurchase common stock will depend on future operating performance, which is subject to prevailing economic conditions in the oil industry, including oil prices and other factors, some of which are beyond our control.
As of September 30, 2026, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 9 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q). Additionally, we were in compliance with covenants during the quarter ended September 30, 2026. Failure to meet the incurrence covenants could impose certain incremental restrictions on our ability to incur new debt and also may limit whether and the extent to which we may pay dividends, as well as impose additional restrictions on our ability to repurchase our stock, make new investments and incur new liens (among others). Such restrictions would generally remain in effect until such a quarter that we return to compliance under the applicable incurrence based covenants. In the event that we are subject to these incremental restrictions, we believe that we have sufficient current and alternative sources of liquidity, including (but not limited to): available borrowings under our existing Delek Revolving Credit Facility, and for Delek Logistics, under its Delek Logistics Revolving Facility; the allowance to incur an additional $750.0 million of secured debt under the Delek Term Loan Credit Facility (see further discussion of these facilities in Note 9 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q); the ability to nominate each month whether to include volumes related to the Krotz Springs, El Dorado and Big Spring refineries for funding under the Inventory Intermediation Agreement (as defined in Note 8 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q); as well as the possibility of obtaining other secured and unsecured debt, raising capital through equity issuance, or taking advantage of transactional financing opportunities such as sale-leasebacks or joint ventures, as otherwise contemplated and allowed under our incurrence covenants.
65 | | | ||||
Management's Discussion and Analysis
Cash Flows
The following table sets forth a summary of our consolidated cash flows (in millions):
| Consolidated | ||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash Flow Data: | ||||||||||||||
| Operating activities - continuing operations | $ | 1,291.6 | $ | 34.4 | ||||||||||
| Operating activities - discontinued operations | (0.2) | (1.4) | ||||||||||||
| Total Operating activities | 1,291.4 | 33.0 | ||||||||||||
| Investing activities - continuing operations | (483.0) | (581.0) | ||||||||||||
| Total Investing activities | (483.0) | (581.0) | ||||||||||||
| Financing activities - continuing operations | (99.1) | 443.3 | ||||||||||||
| Total Financing activities | (99.1) | 443.3 | ||||||||||||
| Net increase (decrease) | $ | 709.3 | $ | (104.7) | ||||||||||
Cash Flows from Operating Activities
Continuing Operations
Net cash provided by operating activities from continuing operations was $1,291.6 million for the nine months ended September 30, 2026, compared to net cash provided of $34.4 million for the comparable period of 2025. The increases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $1,292.0 million increase in cash provided by operating activities and a reduction in cash paid for debt interest of $25.2 million. These increases were partially offset by an increase in cash taxes paid of $66.3 million.
Cash Flows from Investing Activities
Continuing Operations
Net cash used in investing activities from continuing operations was $483.0 million for the nine months ended September 30, 2026, compared to $581.0 million in the comparable period of 2025. The decrease in cash used in investing activities was primarily due to the Gravity Acquisition in 2025 for $181.2 million offset by a $63.3 million increase in purchases of property, plant and equipment.
Cash Flows from Financing Activities
Continuing Operations
Net cash used in financing activities from continuing operations was $99.1 million for the nine months ended September 30, 2026, compared to cash provided of $443.3 million in the comparable 2025 period. The decrease in cash provided was primarily due to net proceeds on term debt of $386.4 million for the nine months ended September 30, 2026 compared to net proceeds of $692.9 million in the comparable 2025 period, net payments on product and other financing arrangements of $177.0 million for the nine months ended September 30, 2026 compared to net proceeds of $216.8 million in the comparable 2025 period, payments of $44.7 million for deferred financing costs for the nine months ended September 30, 2026 compared to deferred financing costs of $10.9 million in the comparable 2025 period, payments of $34.3 million for capped call transactions for the nine months ended September 30, 2026 with none purchased in the comparable 2025 period and payments of $70.0 million for the repurchase of common stock for the nine months ended September 30, 2026 compared to the repurchase of $59.4 million in the comparable 2025 period.
These decreases in cash provided were partially offset by proceeds from the Delek Logistics equity offerings of $220.2 million for the nine months ended September 30, 2026 and net payments on long-term revolvers of $211.9 million for the nine months ended September 30, 2026 compared to net payments of $278.6 million in the comparable 2025 period.
Cash Position and Indebtedness
As of September 30, 2026, cash and cash equivalents totaled $1,335.1 million, and total long-term indebtedness was approximately $3,389.8 million, net of deferred financing costs and debt discount of $68.1 million. Letters of credit issued totaled approximately $138.4 million, and unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $2,411.6 million. The increase of $174.6 million in total long-term principal indebtedness as of September 30, 2026 compared to December 31, 2025 resulted primarily from issuance of the Delek 2031 Convertible Notes and Delek Logistics 2034 Notes offset by a decrease in net borrowings under the Delek Term Loan Credit Facility, decreased borrowings under the Delek Logistics Revolving Facility, partial redemption of the Delek Logistics 2029 Notes and redemption of the Delek Logistics 2028 Notes. As of September 30, 2026, our total long-term indebtedness (as defined in Note 9 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q) consisted of the following:
66 | | | ||||
Management's Discussion and Analysis
•the Delek Revolving Credit Facility with no outstanding borrowings (maturity of April 9, 2031);
•aggregate principal of $847.9 million under the Delek Term Loan Credit Facility (maturity of May 15, 2032 and effective interest of 7.77%);
•aggregate principal of $460.0 million under the Delek 2031 Convertible Notes (maturity of November 1, 2031 and effective interest of 0.00%);
•the Delek Logistics Revolving Facility with no outstanding borrowings (maturity of March 26, 2031);
•aggregate principal of $650.0 million under the Delek Logistics 2029 Notes (due in 2029, with effective interest rate of 8.80%);
•aggregate principal of $700.0 million under the Delek Logistics 2033 Notes (due in 2033, with effective interest rate of 7.63%); and
•aggregate principal of $800.0 million under the Delek Logistics 2034 Notes (due in 2034, with effective interest rate of 7.15%).
We also utilize supplemental financing arrangements to fund operating assets or, from time to time, to monetize assets not needed in the near term when internal cost of capital and other criteria are met. Such arrangements include our inventory intermediation arrangement, which finances a significant portion of our first-in, first-out inventory at the refineries and, from time to time, RINs or other non-inventory product financing liabilities and funded letters of credit. Our long-term inventory intermediation obligation with Citigroup Energy Inc. ("Citi") was $129.5 million at September 30, 2026. See Note 8 of the accompanying condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for additional information about our Inventory Intermediation Agreement. Product financing liabilities, consisting primarily of RIN financings, totaled $184.4 million as of September 30, 2026, all of which is due within the next 12 months. See further description of these types of arrangements in the Environmental Credits and Related Regulatory Obligations accounting policy disclosed in Note 2 to our accompanying consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of our December 31, 2025 Annual Report on Form 10-K. For both arrangements and the related commitments, see also our "Cash Requirements" section below.
Debt Ratings
We receive debt ratings from the major U.S. credit rating agencies. In assigning these ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels and seniorities, cost structure, planned asset sales and production growth opportunities.
There are no "rating triggers" in any of our contractual debt obligations that would accelerate scheduled maturities should our debt rating fall below a specified level. However, a downgrade could adversely impact our interest rate on new credit facility borrowings and the ability to economically access debt markets in the future. Additionally, any rating downgrades may increase the likelihood of us having to post additional letters of credit or cash collateral under certain contractual arrangements.
Capital Spending
A key component of our long-term strategy is our capital expenditure program. The following table summarizes our actual capital expenditures for the nine months ended September 30, 2026, by operating segment and major category (in millions):
2026 Low Forecast (1) | 2026 High Forecast(1) | Nine Months Ended September 30, 2026 Actual(2) | ||||||||||||||||||
| Refining | ||||||||||||||||||||
| Regulatory | $ | 19.7 | ||||||||||||||||||
| Sustaining maintenance, including turnaround activities | 212.9 | |||||||||||||||||||
| Growth projects | 1.5 | |||||||||||||||||||
| Refining segment total | $ | 237.0 | $ | 270.0 | $ | 234.1 | ||||||||||||||
| Logistics | ||||||||||||||||||||
| Regulatory | 4.1 | |||||||||||||||||||
| Sustaining maintenance | 13.8 | |||||||||||||||||||
| Growth projects | 138.5 | |||||||||||||||||||
| Logistics segment total | $ | 250.0 | $ | 260.0 | $ | 156.4 | ||||||||||||||
| Corporate and Other | ||||||||||||||||||||
| Regulatory | 0.1 | |||||||||||||||||||
| Sustaining maintenance | 9.0 | |||||||||||||||||||
| Growth projects | (0.3) | |||||||||||||||||||
| Other total | $ | 13.0 | $ | 20.0 | $ | 8.8 | ||||||||||||||
| Total capital spending | $ | 500.0 | $ | 550.0 | $ | 399.3 | ||||||||||||||
67 | | | ||||
Management's Discussion and Analysis
(1) During the second quarter of 2026, we revised our 2026 full-year capital forecast to include a low and high range for each segment to better reflect the range of potential outcomes based on management's current estimates for the remainder of the year.
(2) Amounts exclude capitalized interest and internal labor costs of $32.4 million and $23.5 million in specialized project financing not included in the forecast.
The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope, and completion time for our capital projects and subject to the changes and uncertainties discussed under the 'Forward-Looking Statements' section of Item 2. Management's Discussion and Analysis, of this Quarterly Report on Form 10-Q. For further information, please refer to our discussion in Item 1A. Risk Factors, of our December 31, 2025 Annual Report on Form 10-K.
Cash Requirements
Long-Term Cash Requirements Under Contractual Obligations
Information regarding our known cash requirements under contractual obligations of the types described below as of September 30, 2026, is set forth in the following table (in millions):
| Payments Due by Period | ||||||||||||||||||||||||||||||||
<1 Year | 1-3 Years | 3-5 Years | >5 Years | Total | ||||||||||||||||||||||||||||
Long-term debt and notes payable obligations | $ | 8.5 | $ | 667.0 | $ | 17.0 | $ | 2,765.4 | $ | 3,457.9 | ||||||||||||||||||||||
Interest (1) | 223.0 | 411.1 | 324.6 | 303.2 | 1,261.9 | |||||||||||||||||||||||||||
Operating lease commitments (2) | 6.9 | 43.9 | 10.2 | 10.0 | 71.0 | |||||||||||||||||||||||||||
Purchase commitments (3) | 765.5 | — | — | — | 765.5 | |||||||||||||||||||||||||||
Product financing agreements (4) | 184.4 | — | — | — | 184.4 | |||||||||||||||||||||||||||
Transportation agreements (5) | 174.5 | 307.4 | 294.8 | 276.7 | 1,053.4 | |||||||||||||||||||||||||||
Inventory intermediation obligation (6) | 10.3 | 129.5 | — | — | 139.8 | |||||||||||||||||||||||||||
Retail Stores obligations (7) | 10.6 | 17.2 | 9.7 | 2.6 | 40.1 | |||||||||||||||||||||||||||
| Total | $ | 1,383.7 | $ | 1,576.1 | $ | 656.3 | $ | 3,357.9 | $ | 6,974.0 | ||||||||||||||||||||||
(1) Expected interest payments on debt outstanding at September 30, 2026. Floating interest rate debt is calculated using September 30, 2026, rates. For additional information, see Note 9 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.
(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of September 30, 2026.
(3) We have purchase commitments to secure certain quantities of crude oil, finished product and other resources used in production at both fixed and market prices. We have estimated future payments under the market-based agreements using current market rates. Excludes purchase commitments in buy-sell transactions which have matching notional amounts with the same counterparty and are generally net settled in exchanges.
(4) Balances consist of obligations under RINs product financing arrangements, as described in the ''Environmental Credits and Related Regulatory Obligations" accounting policy included in Note 2 to our consolidated financial statements in Item 8. Financial Statements and Supplementary Data, of our December 31, 2025 Annual Report on Form 10-K.
(5) Balances consist of contractual obligations under agreements with third parties (not including Delek Logistics) for the transportation of crude oil to our refineries.
(6) Balances consist of contractual obligations under the Citi Inventory Intermediation Agreement, including principal obligation for the Baseline Volume Step-Out Liability and other recurring fees. For additional information, see Note 8 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.
(7) Amounts reflect a rebate arrangement included in the long-term agreement with Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) entered into in conjunction with the sale of our retail fuel and convenience stores as well as certain underground storage tank cleanup obligations. For additional information, see our consolidated financial statements in Item 8. Financial Statements and Supplementary Data, of our December 31, 2025 Annual Report on Form 10-K.
Other Cash Requirements
Our material short-term cash requirements under contractual obligations are presented above, and we expect to fund the majority of those requirements with cash flows from operations. Our other cash requirements consisted of operating activities, capital expenditures and our long-term exchange contract. Operating activities include cash outflows related to payments to suppliers for crude and other inventories (which are largely reflected in our contractual purchase commitments in the table above) and payments for salaries and other employee related costs. Cash outlays in 2027 are planned to include incentive compensation payments that were earned and accrued in 2026. In line with our long-term sustainable strategy, future cash requirements will include initiatives to build on our long-term sustainable business model and sum of the parts initiatives. Our long-term exchange contract relates to the return of approximately 1.2 million barrels of crude in 2028.
Refer to the cash flow section for our operating activities spend during the nine months ended September 30, 2026. While many of the expenses related to the operating activities are variable in nature, some of the expenditures can be somewhat fixed in the short-term due to forward planning on our level of activity.
68 | | | ||||
Management's Discussion and Analysis
Refer to the 'Capital Spending' section for our capital expenditures for the nine months ended September 30, 2026, and our anticipated cash requirements for planned capital expenditures for the full year 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Changes in commodity prices (mainly crude oil and refined products) and interest rates are our primary sources of market risk. When we make the decision to manage our market exposure, our objective is generally to avoid losses from adverse price changes, realizing we will not obtain the gains of beneficial price changes.
Price Risk Management Activities
At times, we enter into the following instruments/transactions in order to manage our market-indexed pricing risk: commodity derivative contracts which we use to manage our price exposure to our inventory positions, future purchases of crude oil and ethanol, future sales of refined products or to fix margins on future production; and future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our RINs Obligations and meet the definition of derivative instruments under ASC 815, Derivatives and Hedging ("ASC 815"). In accordance with ASC 815, all of these commodity contracts and future purchase commitments are recorded at fair value, and any change in fair value between periods has historically been recorded in the profit and loss section of our condensed consolidated financial statements. Occasionally, at inception, the Company will elect to designate the commodity derivative contracts as cash flow hedges under ASC 815. Gains or losses on commodity derivative contracts accounted for as cash flow hedges are recognized in other comprehensive income on the condensed consolidated balance sheets and, ultimately, when the forecasted transactions are completed in net revenues or cost of materials and other in the condensed consolidated statements of income.
The following table sets forth information relating to our open commodity derivative contracts, excluding our trading derivative contracts (which are discussed separately below), as of September 30, 2026 ($ in millions):
| Total Outstanding | Notional Contract Volume by Year of Maturity | |||||||||||||||||||||||||||||||
| Contract Description | Fair Value | Notional Contract Volume | 2026 | 2027 | 2028 | |||||||||||||||||||||||||||
| Contracts not designated as hedging instruments: | ||||||||||||||||||||||||||||||||
Crude oil price swaps - long (1) | $ | 71.3 | 7,013,000 | 4,156,000 | 1,632,000 | 1,225,000 | ||||||||||||||||||||||||||
Crude oil price swaps - short (1) | (73.3) | 6,428,000 | 4,820,000 | 1,608,000 | — | |||||||||||||||||||||||||||
Crude oil options - long (1) | 0.2 | 250,000 | 250,000 | — | — | |||||||||||||||||||||||||||
Crude oil options - short (1) | (0.2) | 250,000 | 250,000 | — | — | |||||||||||||||||||||||||||
Inventory, refined product and crack spread swaps - long (1) | 27.2 | 380,000 | 380,000 | — | — | |||||||||||||||||||||||||||
Inventory, refined product and crack spread swaps - short (1) | (22.5) | 535,000 | 535,000 | — | — | |||||||||||||||||||||||||||
RINs commitment contracts - long (2) | (22.6) | 184,861,156 | 184,861,156 | — | — | |||||||||||||||||||||||||||
RINs commitment contracts - short (2) | 35.6 | (253,861,156) | (253,861,156) | — | ||||||||||||||||||||||||||||
| Total | $ | 15.7 | ||||||||||||||||||||||||||||||
(1) Volume in barrels.
(2) Volume in RINs.
69 | | | ||||
Management's Discussion and Analysis
Interest Rate Risk
We have market exposure to changes in interest rates relating to our outstanding floating rate borrowings, which totaled approximately $847.9 million as of September 30, 2026.
We help manage this risk through interest rate swap agreements that we may periodically enter into in order to modify the interest rate characteristics of our outstanding long-term debt. In accordance with ASC 815, all interest rate hedging instruments are recorded at fair value and any changes in the fair value between periods are recognized in earnings. We expect that any interest rate derivatives held will reduce our exposure to short-term interest rate movements. As of September 30, 2026, we had one floating-to-fixed interest rate derivative agreement in place for a notional amount of $200.0 million, which matures in April 2028. The estimated fair value of our interest rate derivative position was an asset of $0.6 million as of September 30, 2026.
The annualized impact of a hypothetical one percent change in interest rates on our floating rate debt, after considering the interest rate swap, outstanding as of September 30, 2026 would be to change interest expense by approximately $6.5 million.
We also have interest rate exposure in connection with our Inventory Intermediation Agreement under which we pay a time value of money charge based on SOFR.
Commodity Derivatives Trading Activities
From time to time, we enter into active trading positions in a variety of commodity derivatives, which include forward physical contracts, swap contracts, exchange contracts, option contracts and futures contracts. These trading activities are undertaken by using a range of contract types in combination to create incremental gains by capitalizing on crude oil supply and pricing seasonality. These contracts are recognized at fair value with changes in fair value recognized in the income statement. In April 2026, Delek entered into a contract to exchange crude oil barrels. Under the arrangement, the counterparty agreed to deliver 1.0 million barrels to Delek in the second quarter of 2026, with a return of approximately 1.2 million barrels in 2028. The arrangement is accounted for as a derivative, indexed to forward crude pricing and was a liability of $88.9 million as of September 30, 2026. We had no other outstanding trading commodity derivative contracts as of September 30, 2026.
70 | | | ||||
Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Exchange Act is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the third quarter of 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
71 | | | ||||
Other Information
Part II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations. See Note 12 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in September 2025, our subsidiary Alon Refining Krotz Springs, Inc. (“Alon Krotz Springs”) filed a petition for review in the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Court of Appeals”) (case no. 25-1187, consolidated with No. 25-1197) challenging the EPA’s decision that the Krotz Springs refinery was ineligible for a small refinery exemption under the Clean Air Act’s Renewable Fuel Standard program for the 2024 compliance year. On April 7, 2026, the D.C. Court of Appeals ruled in favor of Alon Krotz Springs and the co-petitioner, holding that the EPA’s denial of the small refinery exemption applications was contrary to the plain language of the agency’s own 2014 Eligibility Regulation. The D.C. Court of Appeals vacated the EPA’s orders denying the exemption applications for the 2024 compliance year and remanded the matter to the EPA for further proceedings consistent with its opinion. On August 3, 2026 the EPA granted a full exemption with respect to the Krotz Springs refinery’s 2024 Renewable Fuel Standard obligations.
Other claims we are pursuing against the EPA include a proceeding by our subsidiaries Alon Refining Krotz Springs, Inc., Delek Refining, Ltd., Lion Oil Company, LLC and Alon USA, LP in the D.C. Court of Appeals (case numbers 25-1229, 1230, 1231, 1245) filed in October 2025 seeking review of the EPA’s decision to refund expired RINs for the 2019 to 2023 compliance years, and a proceeding by Alon USA, LP in the 5th Circuit Court of Appeals (No. 25-60584) filed in October 2025 with a protective petition filed in the D.C. Court of Appeals (case no. 25-1246) seeking review of the EPA’s decision denying an exemption on the 2020 exemption petition of the Big Spring Refinery.
In addition, in May 2026, the Company filed a petition in the U.S. Court of Appeals for the D.C. Circuit challenging the EPA's final rule reallocating small refinery exemption volumes from prior compliance years into the annual Renewable Fuel Standard volume obligations for the 2026 and 2027 compliance years (the "Set 2 Rule"). We are one of numerous refining companies that are parties to this litigation. The petitions for review were filed, and the court has not yet entered a scheduling order.
Aside from the matters discussed above and disclosure updated in Note 12, there have been no material developments to the proceedings previously reported in our Annual Report on Form 10-K filed on February 27, 2026 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.
ITEM 1A. RISK FACTORS
There were no material changes during the nine months ended September 30, 2026 to the risk factors identified in the Company’s fiscal 2025 Annual Report on Form 10-K with the exception of the following:
Developments which impact the global oil markets have had, may continue to have, or may have an adverse impact on our business, our future results of operations and our overall financial performance.
While our operations are focused primarily in the Gulf Coast Region (PADD III), our business is impacted by events and developments that impact the global markets for oil and other energy products. Any regional or global event or development that destabilizes worldwide economic and commercial activity, financial markets, or the demand for and prices of oil and gas products could materially adversely affect our business and operations. In recent years, the outbreak of a pandemic, the Russia-Ukraine War, Organization of Petroleum Exporting Countries ("OPEC")-Russia relationship, and the conflicts in the Middle East have been sources of uncertainty in the global oil markets, substantial global supply chain issues, and significant disruptions in the labor market.
Global economic growth drives demand for energy from all sources, including fossil fuels. Should the U.S. or global economies experience weakness, demand for energy may decline. Should growth in global energy production outstrip demand, excess supplies may arise. Declines in demand and excess supplies may result in accompanying declines in commodity prices and deterioration of our financial position along with our ability to operate profitably and our ability to obtain financing to support operations. Conversely, should demand for energy outstrip global supply, commodity prices are likely to rise. With respect to our business, we have experienced periodic declines in demand thought to be associated with slowing economic growth in certain markets coupled with new oil and gas supplies coming on line and other circumstances beyond our control that resulted in oil and gas supply exceeding global demand which, in turn, resulted in steep declines in prices of oil and natural gas. At times, we have also experienced declines in the supply of inputs thought to be associated with supply chain issues and disruptions in the labor market. There can be no assurance as to how long such uncertainty will persist or that a recurrence of price weakness will not arise in the future.
The ongoing conflict between the United States and Iran, including the disruption to shipping through the Strait of Hormuz, has introduced significant volatility into global energy markets, causing crude oil prices to spike materially from levels seen at the start of 2026. Although we do
72 | | | ||||
Other Information
not have direct operations or exposure in the Middle East, sustained commodity price volatility and broader macroeconomic uncertainty could indirectly affect our business, including demand for our services. In addition, elevated energy prices and supply uncertainty may affect refinery utilization rates, which could reduce demand for the transportation, storage and terminalling services we provide under our commercial agreements. The ultimate duration and resolution of the conflict, including the status of the Strait of Hormuz and any ceasefire arrangements, remains uncertain.
The ultimate extent of the impact of volatile conditions in the oil and gas industry on our business, financial condition, results of operation and liquidity will depend largely on future developments which are outside of our control, including the extent and duration of any price reductions, any additional decisions by OPEC and disputes between the members of other leading oil producing countries (together with OPEC, “OPEC+”). Furthermore, developments in the global oil markets may also have the effect of heightening many of the other risks described below.
Acts of terror or sabotage, threats of war, armed conflict, or war may have an adverse impact on our business, our future results of operations and our overall financial performance.
Acts of sabotage or terrorist attacks (including cyber-attacks), threats of war, armed conflict, or war, as well as events occurring in response to or in connection with them, including political instability in significant oil producing regions such as the Middle East, Africa, the former Soviet Union and South America, may harm our business or have an adverse impact on our future results of operations and financial condition. This risk, and others dependent on geopolitical factors, may be heightened as a result of ongoing conflicts such as the Russia-Ukraine war and the conflicts in the Middle East and events occurring in response thereto.
Energy-related assets (which could include refineries, pipelines and terminals) may be at greater risk of future terrorist attacks than other possible targets in the U.S. direct attack on our assets, or the assets of others used by us, could have a material adverse effect on our business, financial condition and results of operations. Uncertainty surrounding new or continued global hostilities or other sustained military campaigns, sanctions brought by the U.S. and other countries, and the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terror, armed conflict or war may affect our operations in unpredictable ways, including disruptions of crude oil supplies and markets for refined products. In addition, any terrorist attack, armed conflict, war or political instability in significant oil producing regions such as the Middle East, Africa, the former Soviet Union and South America could have an adverse impact on energy prices, including prices for crude oil, other feedstocks and refined petroleum products, and an adverse impact on the margins from our refining and petroleum product marketing operations. The long-term impacts of terrorist attacks and the threat of future terrorist attacks on the energy transportation industry in general, and on us in particular, are unknown. Increased security measures taken by us as a precaution against possible terrorist attacks or vandalism could result in increased costs to our business. In addition, disruption or significant increases in energy prices could result in government-imposed price controls. Any one of, or a combination of, these occurrences could have a material adverse effect on our business, financial condition and results of operations.
Further, changes in the insurance markets attributable to terrorist attacks or acts of sabotage could make certain types of insurance more difficult for us to obtain. Moreover, the insurance that may be available to us may be significantly more expensive than our existing insurance coverage. Instability in the financial markets as a result of terrorism, sabotage or war could also affect our ability to raise capital, including our ability to repay or refinance debt.
We may not have the ability to raise the funds necessary to settle conversions of, or to repurchase, our 0.00% Convertible Senior Notes due 2031, and our indebtedness could limit our flexibility.
In September 2026, we issued $460.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Delek 2031 Convertible Notes”). Upon conversion, we are required to pay cash for each $1,000 of principal amount converted in an amount equal to at least the lesser of $1,000 and the sum of the daily conversion values, and we may settle any amount above principal in cash, shares of our common stock, or a combination of the two. Holders may also require us to repurchase their notes for cash upon a fundamental change at 100% of the principal amount plus any accrued and unpaid interest. We may not have sufficient cash or be able to obtain financing at the time we are required to make these payments, and our ability to make them may be limited by law, by regulatory authority or by the agreements governing our other indebtedness. A default under the indenture, or a fundamental change itself, could lead to a default under the agreements governing our other indebtedness, which could in turn result in that indebtedness becoming immediately payable in full.
The Delek 2031 Convertible Notes increased our consolidated indebtedness. As of September 30, 2026, our total consolidated indebtedness for borrowed money was $3,389.8 million, of which $1,264.2 million was secured. Our indebtedness could increase our vulnerability to adverse economic and industry conditions, limit our ability to obtain additional financing, require us to dedicate a portion of our cash flow to debt service, and limit our flexibility in planning for or reacting to changes in our business. The indenture governing the Delek 2031 Convertible Notes does not restrict us or our subsidiaries from incurring additional indebtedness (including secured indebtedness), paying dividends or repurchasing securities, although our Delek Term Loan Credit Facility and Delek Revolving Credit Facility contain certain limitations.
The Delek 2031 Convertible Notes are effectively junior to our secured indebtedness and structurally subordinated to the liabilities of our subsidiaries that do not guarantee them, including Delek Logistics.
The Delek 2031 Convertible Notes are our senior unsecured obligations and are guaranteed on a senior unsecured basis by each of our subsidiaries that guarantees the Delek Term Loan Credit Facility or the Delek Revolving Credit Facility. The notes and the guarantees are
73 | | | ||||
Other Information
effectively junior to our and the guarantors’ secured indebtedness to the extent of the value of the assets securing that indebtedness, and the notes are structurally subordinated to all indebtedness and other liabilities, including trade payables, of our subsidiaries that do not guarantee them. As of September 30, 2026, our non-guarantor subsidiaries had approximately $2.15 billion of indebtedness for borrowed money outstanding, substantially all of which was indebtedness of Delek Logistics and its subsidiaries. The agreements governing Delek Logistics’ indebtedness contain covenants that may restrict its ability to make distributions or otherwise transfer funds to us. In addition, a subsidiary’s guarantee may be released without the consent of the holders of the notes in certain circumstances, including if the subsidiary ceases to guarantee our credit facilities.
If the conversion conditions are met, the Delek 2031 Convertible Notes could adversely affect our liquidity and our reported results.
If the conditional conversion feature of the Delek 2031 Convertible Notes is triggered, holders will be entitled to convert their notes during specified periods at their option, and we would be required to pay cash for the principal amount of any notes converted, which could adversely affect our liquidity. Even if holders do not elect to convert, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. Because the principal amount of the notes must be paid in cash upon conversion, the shares underlying the notes are included in diluted earnings per share only to the extent the conversion value exceeds the principal amount; as a result, our diluted earnings per share could be lower than if we had not issued the notes, even when the notes are not convertible. See Notes 4 and 9 to our condensed consolidated financial statements.
Conversion of the Delek 2031 Convertible Notes may dilute our stockholders and depress the price of our common stock, and the related capped call transactions may not fully offset dilution and expose us to counterparty risk.
To the extent we settle any portion of our conversion obligation in shares of our common stock, conversions will dilute the ownership interests of our stockholders, and sales in the public market of shares issued upon conversion could adversely affect the prevailing market price of our common stock. The existence of the notes may also encourage short selling by market participants because conversion of the notes could be used to satisfy short positions. The initial conversion price of the notes is approximately $85.31 per share.
In connection with the offering, we entered into capped call transactions with certain financial institutions at a cost of approximately $34.3 million. The capped call transactions are expected generally to reduce potential dilution to our common stock upon conversion of the notes and/or offset cash payments we are required to make in excess of the principal amount of converted notes, in each case up to an initial cap price of approximately $117.09 per share. The capped call transactions do not reduce dilution above the cap price. The option counterparties or their affiliates are likely to enter into, modify and unwind hedging transactions in our common stock and other securities of ours, including in connection with conversions of the notes, and this activity could increase or decrease the market price of our common stock and the notes and, during any observation period relating to a conversion, affect the number of shares and value of the consideration received by converting holders. The option counterparties are financial institutions, and our exposure to them is unsecured. If an option counterparty defaults or becomes subject to insolvency proceedings, we would be an unsecured creditor with a claim equal to our exposure at that time, and we could suffer adverse tax consequences and more dilution than we currently anticipate. The terms of the capped call transactions may also be adjusted in certain corporate events and may not operate as we intend.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth information with respect to the purchase of shares of our common stock made during the three months ended September 30, 2026 by or on behalf of us or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act (inclusive of all purchases that have settled as of September 30, 2026).
| (a) | (b) | (c) | (d) | |||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||||||||||||||
| July 1 - July 31 | — | $ | — | — | $ | 444.2 | ||||||||||||||||||||
| August 1 - August 31 | 146,592 | $ | 68.24 | 146,592 | $ | 434.2 | ||||||||||||||||||||
| September 1 - September 30 | 548,818 | $ | 72.89 | 548,818 | $ | 394.2 | ||||||||||||||||||||
| Total | 695,410 | $ | 71.91 | 695,410 | N/A | |||||||||||||||||||||
(1) On September 3, 2024, the Board of Directors approved a $400 million increase in the share repurchase authorization. The program has no expiration date. (See further discussion in Note 18 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q
74 | | | ||||
Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
On August 13, 2026, Robert G. Wright, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 10,000 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is August 18, 2027.
On August 28, 2026, Ezra Uzi Yemin, Chairman of our Board of Directors, adopted a Rule 10b5-1 trading arrangement for the sale of up to 100,000 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is November 29, 2027.
On September 14, 2026, William J. Finnerty, a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement for the sale of up to 5,000 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is August 31, 2027.
On September 14, 2026, Avigal Soreq, our Chief Executive Officer and a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement for the sale of up to 50,000 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is September 3, 2027.
Employment Agreement
On November 4, 2026, the Human Capital and Compensation Committee approved changes to the compensation of Reuven Spiegel, the Company’s Executive Vice President, Special Projects, in connection with his transition to a 60% work schedule effective January 1, 2027. His compensation will consist of an annual base salary of $400,000, and a $400,000 long-term incentive award consisting solely of time-based restricted stock units vesting in 2027. Following the expiration of his current employment agreement in December 2027, Mr. Spiegel will provide consulting services for one year in 2028 for $400,000.
75 | | | ||||
Exhibits
ITEM 6. EXHIBITS
| Exhibit No. | Description | ||||||||||
| # | |||||||||||
| *# | |||||||||||
| *# | |||||||||||
| *# | |||||||||||
| *# | |||||||||||
| *# | |||||||||||
| *# | |||||||||||
| # | |||||||||||
| # | |||||||||||
| ## | |||||||||||
| ## | |||||||||||
| 101 | The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025, (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine months ended September 30, 2026 and 2025 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited). | ||||||||||
| 104 | The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, has been formatted in Inline XBRL. | ||||||||||
| * | Management contract or compensatory plan or arrangement | |||||||
| # | Filed herewith | |||||||
| ## | Furnished herewith | |||||||
76 | | | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Delek US Holdings, Inc. | |||||
| By: | /s/ Avigal Soreq | ||||
| Avigal Soreq | |||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||
| By: | /s/ Robert Wright | ||||
| Robert Wright | |||||
| Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
Dated: November 6, 2026
77 | | | ||||