# Delek US Holdings, Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Delek US Holdings, Inc.](/companies/dk.md) (CIK 1694426)
- Form: 10-Q
- Filed: 2025-11-07
- Accepted by EDGAR: Nov 7, 2025, 13:08 ET
- Period: 2025-09-30
- Accession: 0001628280-25-050541
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1694426/000162828025050541/dk-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1694426/000162828025050541/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $2.89bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $8.29bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $2.49bn | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $7.91bn | us-gaap:CostOfRevenue |
| Selling, general and administrative | 3 months, 2025-07-01 to 2025-09-30 | $76.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-01-01 to 2025-09-30 | $214.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | $295.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | $136.4m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $39.9m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | −$11.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | $178.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$101.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $2.93 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$1.66 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $2.96 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$1.66 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 60,944,900 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 60,930,537 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $33.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $409.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2025-01-01 to 2025-09-30 | $46.7m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2025-09-30 | $630.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $2.35bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $7.08bn | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $2.72bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-09-30 | $3.17bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-09-30 | $9.5m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-09-30 | $444.8m | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 124,670 characters.

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

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

### Forward-Looking Statements

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

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

- volatility in our refining margins or fuel gross profit as a result of changes in the prices of crude oil, other feedstocks, and refined petroleum products;
- reliability of our operating assets;
- actions of our competitors and customers;
- changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments, including current and future restrictions on commercial and economic activities in response to future public health crises;
- our ability to execute our long-term sustainability strategy and growth through acquisitions and dispositions such as the sale of our Retail Stores, the Gravity Acquisition, the H2O Midstream Acquisition, 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;

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- possibility of accelerated repayment on a portion of our Inventory Intermediation Agreement obligation if the purchase price adjustment feature triggers a change on the re-pricing dates;
- changes in our ability to continue to access the credit markets;
- compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements;
- changes in our ability to pay dividends;
- seasonality;
- the decline in margins impacting current results and forecasts could result in impairments in certain of our long-lived or indefinite-lived assets, including goodwill, or have other financial statement impacts that cannot currently be anticipated;
- earthquakes, hurricanes, tornadoes, and other weather events, which can unforeseeably affect the price or availability of electricity, natural gas, crude oil, and other feedstocks, critical supplies, refined petroleum products and ethanol;
- increases in costs of compliance with, or liability for violation of, existing or future laws, regulations and other requirements;
- societal, legislative, and regulatory measures to address climate change and greenhouse gases emissions ("GHG");
- our ability to execute our sustainability improvement plans, including GHG reduction targets;
- acts of terrorism (including cyber-terrorism) aimed at either our facilities or other facilities;
- impacts of global conflicts such as the Israel-Iran War, the Israel-Hamas War, and the Russia-Ukraine War;
- future decisions by the Organization of Petroleum Exporting Countries ("OPEC") and the members of other leading oil producing countries (together with OPEC, “OPEC+”) regarding production and pricing and disputes between OPEC+ members regarding the same;
- disruption, failure, or cybersecurity breaches affecting or targeting our information technology ("IT"), systems and controls, our infrastructure, or the infrastructure of our cloud-based IT service providers;
- changes in the cost or availability of transportation for feedstocks and refined products; and
- other factors discussed under Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in our other filings with the SEC.

In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate future results or period trends. We can give no assurances that any of the events anticipated by any forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.

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

### Management's View of Our Business

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

### Business and Economic Environment Overview

Our focus on safe and reliable operations is a pillar which underlines all of our business activities. We continue to identify opportunities to mitigate market risk and focus on efforts that improve our overall cost structure while not compromising operational excellence. During the third quarter of 2025, the Refining segment provided higher margins than the second quarter of 2025 and the prior year third quarter due to increased crack spreads. Crack spreads were higher during the third quarter of 2025 than the prior fifteen months. Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements, as well as the impact related to the small refinery exemptions granted in the third quarter supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable while the WTI Midland to Cushing differential widened unfavorably compared to the second quarter of 2025. The increased refining margins compared to the third quarter of 2024 continues to demonstrate that demand for refined products continues to be strong. Logistics continued to contribute strong results driven by incremental contributions from H2O Midstream and Gravity. We will continue to execute on our priorities of running safe and reliable operations, making further progress on our "sum of the parts" efforts, and delivering shareholder value while maintaining our financial strength and flexibility.

Our refining operations continue to be impacted by requirements to comply with RFS-2. In the third quarter of 2025, we were returned 2019-2023 RINs after being granted small refinery exemptions from the U.S. Environmental Protection Agency (“EPA”) related to the 2019-2024 compliance periods. While a majority of the RINs returned were expired and had no value, the small refinery exemptions allowed us to retain certain non-expired 2023 and 2024 RINs. Additionally, the exemptions resulted in a reduction of our Consolidated Net RINs obligation related to the unsettled 2024 obligation and a reduction within Cost of materials and other in the third quarter of 2025. We also expect to recognize benefits related to the returned RINs as they are monetized in the fourth quarter of 2025.

The near term economic outlook still has uncertainty due to geopolitical instability and commodity market volatility. The uncertainty surrounding trade negotiations and the potential for further expansion of tariffs have contributed to increased market and commodity volatility and potential economic downturns. As a result, we continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure. We continued to advance our strategic initiatives aimed at long-term value creation. This includes the progress made on our EOP. During 2024, we announced a new EOP which includes initiatives that are focused on improving our financial health and ability to generate cash flows. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses and lowering interest expense. At the El Dorado Refinery our EOP is focused on margin improvement through enhanced logistics, reduced costs, higher quality product slate, and new products producing higher yields. The EOP also includes stronger margins including accretive minimal capital projects in our Refining segment and commercial improvements including market optionality, improved product slate, and optimization. By executing on our initiatives to optimize our cost structure, we are positioning the Company in the event of lower crack spreads and volatility in the commodity markets.

We want to reward our shareholders with a disciplined and balanced capital allocation framework. As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate. As of September 30, 2025, we returned $106.1 million of capital in 2025 to shareholders through dividends and share buybacks.

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

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

### Other 2025 Developments

### Acquisition of Gravity

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

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### Inventory Intermediation Agreement Amendment

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

### Delek Logistics

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

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

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

We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides for an increase in the Administrative Fee (as defined therein) which will be phased in over two years beginning July 1, 2025 and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.

These transactions with Delek Logistics will be eliminated in consolidation.

### Delek Logistics Debt Agreement

On June 30, 2025, Delek Logistics sold $700.0 million in aggregate principal amount of 7.325% Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par. Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (as defined in Note 10 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q).

### Small Refinery Exemptions

On August 22, 2025, the EPA announced its decisions on multiple outstanding small refinery exemption (SRE) petitions from refineries seeking an exemption from their Renewable Fuel Standard obligations for the 2016–2024 compliance years. As part of the exemption review, Delek was granted full and partial exemptions for multiple refineries related to obligations for the 2019-2024 calendar years.

The exemptions granted resulted in Delek being returned 2019-2023 RINs used to satisfy some of our Consolidated Net RINs obligation for previous compliance periods. A majority of these RINs were expired at the point in time the EPA returned them and lacked value. In addition, the exemptions granted for 2024 relieved or partially relieved Delek of its RIN obligations for certain refineries for the 2024 compliance year, allowing the company to retain or monetize the valid RINs that would have otherwise been required for compliance.

The SREs resulted in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million in the third quarter of 2025. Additionally, we expect to recognize approximately $75 million in the fourth quarter of 2025 related to the monetization of certain RIN assets retained with the small refinery exemptions.

### Information About Our Segments

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

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, including our Canadian crude trading operations and intercompany eliminations.

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### 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, 2025. A high-level summary of the refinery activities is presented below:

|  | Tyler, Texas refinery (the "Tyler refinery") El Dorado, Arkansas refinery (the "El Dorado refinery") Big Spring, Texas refinery (the "Big Spring refinery") Krotz Springs, Louisiana refinery (the "Krotz Springs refinery") |
| --- | --- |
| Total Nameplate Capacity (bpd) | 75,000 80,000 73,000 74,000 |
| Primary Products | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, petroleum coke and sulfur Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, asphalt and sulfur Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, aromatics and sulfur Gasoline, jet fuel, high-sulfur diesel, light cycle oil, liquefied petroleum gases, propylene and ammonium thiosulfate |
| Relevant Crack Spread Benchmark | Gulf Coast 5-3-2 Gulf Coast 5-3-2 (1) Gulf Coast 3-2-1 (2) Gulf Coast 2-1-1 (3) |
| Marketing and Distribution | The refining segment's petroleum-based products are marketed primarily in the south central and southwestern regions of the United States, and the refining segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. In addition, we sell motor fuels through our wholesale distribution network on an unbranded basis. |

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

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

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

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

### Logistics Overview

Our logistics segment gathers, transports and stores crude oil and natural gas; markets, distributes, transports and stores refined products; and disposes and recycles water in select regions of the 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 63.3% interest at September 30, 2025. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets. Majority of Delek Logistics' assets are currently integral to our refining and marketing operations. The logistics segment's gathering and processing business owns or leases capacity on approximately 398 miles of crude oil transportation pipelines, approximately 406 miles of refined product pipelines, and an approximately 1,400-mile crude oil gathering system of which 489 miles is decommissioned. In addition, this segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico, the Midland Basin of Texas, and the Bakken 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 11.2 million barrels of active shell capacity. It also owns and operates nine light product terminals and markets light products using third-party terminals. Logistics has strategic investments in pipeline joint ventures that provide access to pipeline capacity as well as the potential for earnings from joint venture operations. The logistics segment owns or leases approximately 161 tractors and 306 trailers used to haul primarily crude oil and other products for related and third parties.

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### 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

### III. Strategic Initiatives

### Operational Excellence

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

- Prioritize safety and environmental compliance by the continued implementation of foundational best practices to increase operations ability to provide safe, compliant, and reliable operations.
- Focus on operational excellence by building out our operations centric area business teams, as well as other key competency training.
- Identify and execute on low-capital organic growth projects that improve yield and increase utilization.
- Continue our progression of digital system implementations that will do the following:
- improve our ability to understand all aspects of our business as well as our ability to make real-time and forward-looking operational decisions; and
- automate processes and shift operational roles to higher value-added activities.

### Financial Strength and Flexibility

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

- Reward our shareholders and investors with a disciplined and balanced capital allocation framework, including opportunities to strengthen our balance sheet by reducing debt or opportunistically repurchasing shares with excess cash.
- Build on the “zero-based budget” cost saving plan completed in 2024, with a comprehensive margin enhancement plan included within the EOP. The EOP initiatives are focused on improving our financial health and ability to generate free cash flow. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses specifically at our refineries and lowering interest expense. The EOP also includes margin initiatives including accretive, minimal capital projects in our refining segment and commercial improvements through market optionality, improved Delek Logistics, and product slate optimization.

### Strategic Initiatives

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

- Execute on our strategic initiatives, which may include opportunities to monetize our investment in Delek Logistics. The goal being to help unlock value embedded in the Delek valuation, along with deconsolidating Delek Logistics by 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.

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### 2025 Strategic Developments

The following table highlights our 2025 Strategic Developments:

|  | 2025 Key Initiatives |  |  |
| --- | --- | --- | --- |
| **2025 Strategic Developments** | **Operational Excellence** | **Financial Strength & Flexibility** | **Strategic Initiatives** |
| Executing Strategic Midstream Acquisition: On January 2, 2025, Delek Logistics acquired 100% of Gravity from Gravity Water Holdings LLC related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash and 2,175,209 of Delek Logistics’ common units. This transaction further enhances Delek Logistics' position as full service (crude, natural gas and water) provider in the Permian basin. The acquisition is synergistic to Delek Logistics' recent acquisition of H2O Midstream and supplements Delek Logistics' integrated crude and produced water gathering and disposal offering in the Midland Basin. |  |  | ü |
| Adding Flexibility to the Inventory Intermediation Agreement: On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement. This amendment reduces interest expense and other associated fees while increasing our flexibility on liquidity and inventory financing options. |  | ü |  |
| Increasing Shareholder Value by Executing Buybacks: During the nine months ended September 30, 2025, 3,254,403 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $59.4 million. As of September 30, 2025, there was $484.2 million of authorization remaining under Delek's aggregate stock repurchase program. |  | ü |  |
| Monetizing Our Investment in Delek Logistics: On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Common Unit Purchase Agreement”) whereby Delek Logistics may repurchase common units from time to time from us in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026. 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 a total of $10.0 million. As of September 30, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement. |  | ü | ü |
| Expanding Delek Logistics' Natural Gas Processing Capability: In April 2025, Delek Logistics began commissioning its new natural gas processing plant adjacent to its plant in the Permian Basin. The new plant has a capacity of approximately 110 MMcf/d and aims to meet the rising demand for natural gas in the region. This expansion project will also increase Delek Logistics' third party revenue. Expected annual EBITDA is estimated to be approximately $40.0 million attributable to Delek Logistics. |  |  | ü |
| Executing Strategic Transactions with Delek Logistics: On May 1, 2025, we entered into additional agreements with Delek Logistics, which among other things, transfers the Delek Permian Gathering purchasing and blending activities to Delek Logistics including all of our rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics’ existing Midland Gathering System and brings back the El Dorado rail facility assets to the Refining Segment on January 1, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement. These transactions put additional midstream commercial activities in Delek Logistics and bring refining related activities and assets back to the Refining Segment. Additionally, these transactions increase consolidated financial availability by approximately $250 million. |  | ü | ü |
| Extending Long Term Debt Maturities: On June 30, 2025, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $700.0 million in aggregate principal amount of the Co-issuers 7.325% Senior Notes due 2033, at par. Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility providing Delek Logistics with $1.1 billion of availability on the facility as of June 30, 2025. |  | ü |  |

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### 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 have increased three consecutive quarters since Q4 2024 providing the highest crack spreads since the first quarter of 2024. Many uncertainties remain in 2025 with respect to the global supply and demand of the crude oil and refined products markets and it is difficult to predict the ultimate economic impacts this may have on our operations. We expect refining capacity rationalization to lower refined products inventory and crude oil demand to continue to rise. These factors will help absorb the recent additions in global supply and balance the market over the next 6 to 12 months. However, U.S. policy changes and escalating conflicts in the Middle East could potentially result in supply disruptions or further volatility in crude oil prices.

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

### Crude Prices

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

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

f

### 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.

### 44 \|

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

### 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 |

### 45 \|

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

### Crack Spreads

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

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

### 46 \|

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

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

### Energy Costs

Energy costs are a significant element of our refining segment's earnings before interest, taxes, depreciation, and amortization ("Refining EBITDA") and can significantly impact our ability to capture crack spreads, with natural gas representing the largest component. Natural gas prices are driven by supply-side factors such as 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, coinciding with the physical locations of our refineries. We manage our risk around natural gas prices by entering into variable and fixed-price supply contracts in both the Gulf and Permian Basin or by entering into derivative hedges based on forecasted consumption and forward curve prices, as appropriate, in accordance with our risk policy.

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

### 47 \|

### Management's Discussion and Analysis

### Non-GAAP Measures

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

- EBITDA - calculated as net income (loss) attributable to Delek adjusted to add back interest expense, income tax expense, depreciation, and amortization; and
- Refining margin - calculated as gross margin (which we define as sales minus cost of sales) adjusted for operating expenses and depreciation and amortization included in cost of sales.

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

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

### 48 \|

### Non-GAAP Reconciliations

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

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

|  | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Refining segment EBITDA | $464.1 | $12.8 | $543.0 | $135.2 |
| Logistics segment EBITDA | 102.0 | 68.6 | 277.6 | 268.9 |
| **Segment EBITDA attributable to Delek** | $566.1 | $81.4 | $820.6 | $404.1 |
| Corporate expenses, eliminations and other | 153.5 | 88.9 | 371.5 | 163.3 |
| Interest expense, net | 93.1 | 78.8 | 263.1 | 244.1 |
| Income tax expense (benefit) | 39.9 | (40.3) | (11.0) | (56.7) |
| Depreciation and amortization | 101.3 | 98.1 | 296.7 | 278.2 |
| Loss (income) from discontinued operations, net of tax | 0.3 | (67.3) | 1.4 | (78.2) |
| **Net income (loss) attributable to Delek** | $178.0 | $(76.8) | $(101.1) | $(146.6) |

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

### Reconciliation of refining margin to gross margin (in millions)

*Refining Segment*

|  | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Total revenues | $2,842.1 | $3,027.8 | $8,167.2 | $9,443.3 |
| Cost of sales | 2,451.3 | 3,083.3 | 7,847.7 | 9,506.8 |
| **Gross margin** | $390.8 | $(55.5) | $319.5 | $(63.5) |
| Add back (items included in cost of sales): |  |  |  |  |
| Operating expenses (excluding depreciation and amortization) | 159.0 | 145.0 | 467.6 | 459.4 |
| Depreciation and amortization | 66.9 | 76.0 | 205.3 | 194.8 |
| **Refining margin** | $616.7 | $165.5 | $992.4 | $590.7 |

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### 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, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net revenues | $2,887.0 | $3,042.4 | $8,293.5 | $9,478.5 |
| Cost of sales: |  |  |  |  |
| Cost of materials and other | 2,165.7 | 2,788.7 | 6,980.2 | 8,547.1 |
| Operating expenses (excluding depreciation and amortization presented below) | 227.8 | 181.4 | 648.7 | 580.3 |
| Depreciation and amortization | 95.8 | 92.5 | 278.4 | 259.6 |
| Total cost of sales | 2,489.3 | 3,062.6 | 7,907.3 | 9,387.0 |
| Operating expenses related to wholesale business (excluding depreciation and amortization presented below) | 3.5 | 3.7 | 7.0 | 5.7 |
| General and administrative expenses | 76.8 | 70.4 | 214.9 | 191.6 |
| Depreciation and amortization | 5.5 | 5.6 | 18.3 | 18.6 |
| Asset impairment | 16.3 | 9.2 | 16.3 | 31.3 |
| Other operating (income) expense net | (0.1) | 12.8 | (6.7) | (67.6) |
| Total operating costs and expenses | 2,591.3 | 3,164.3 | 8,157.1 | 9,566.6 |
| Operating income (loss) | 295.7 | (121.9) | 136.4 | (88.1) |
| Interest expense, net | 93.1 | 78.8 | 263.1 | 244.1 |
| Income from equity method investments | (31.2) | (25.1) | (66.7) | (77.4) |
| Other (income) expense, net | (1.2) | (0.5) | 3.4 | (1.1) |
| Total non-operating expenses, net | 60.7 | 53.2 | 199.8 | 165.6 |
| Income (loss) from continuing operations before income tax expense (benefit) | 235.0 | (175.1) | (63.4) | (253.7) |
| Income tax expense (benefit) | 39.9 | (40.3) | (11.0) | (56.7) |
| Income (loss) from continuing operations, net of tax | 195.1 | (134.8) | (52.4) | (197.0) |
| Discontinued operations: |  |  |  |  |
| (Loss) income from discontinued operations, including gain on sale of discontinued operations | (0.4) | 95.4 | (1.8) | 107.8 |
| Income tax (benefit) expense | (0.1) | 28.1 | (0.4) | 29.6 |
| (Loss) income from discontinued operations, net of tax | (0.3) | 67.3 | (1.4) | 78.2 |
| Net income (loss) | 194.8 | (67.5) | (53.8) | (118.8) |
| Net income attributed to non-controlling interests | 16.8 | 9.3 | 47.3 | 27.8 |
| Net income (loss) attributable to Delek | $178.0 | $(76.8) | $(101.1) | $(146.6) |

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

We report operating results in two reportable segments:

- **Refining**
- **Logistics**

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

### 50 \|

### Results of Operations

***Consolidated Results of Operations — Comparison of the Three and Nine Months Ended September 30, 2025 versus the Three and Nine Months Ended September 30, 2024***

### Net Income (Loss)

### Q3 2025 vs. Q3 2024

Consolidated net income for the third quarter of 2025 was $194.8 million compared to net loss of $67.5 million for the third quarter of 2024. Consolidated net income attributable to Delek for the third quarter of September 30, 2025 was $178.0 million, or $2.96 per basic share, compared to a net loss of $76.8 million, or $(1.20) per basic share, for the third quarter 2024. Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.

### YTD 2025 vs. YTD 2024

Consolidated net loss for the nine months ended September 30, 2025 was $53.8 million compared to a net loss of $118.8 million for the nine months ended September 30, 2024. Consolidated net loss attributable to Delek for the nine months ended September 30, 2025 was $101.1 million, or $(1.66) per basic share, compared to a loss of $146.6 million, or $(2.29) per basic share, for the nine months ended September 30, 2024. Explanations for significant drivers impacting net loss as compared to the comparable period of the prior year are discussed in the sections below.

### Net Revenues

### Q3 2025 vs. Q3 2024

In the third quarter of 2025 and 2024, we generated net revenues of $2,887.0 million and $3,042.4 million, respectively, a decrease of $155.4 million, or 5.1%. The decrease in net revenues was primarily driven by the following factors:

- in our refining segment, decreases in the average price of U.S. Gulf Coast gasoline of 7.1% and U.S. Gulf Coast HSD of 1.9%.

These decreases were partially offset by the following:

- an increase in the average price of U.S. Gulf Coast ULSD of 1.8%;
- an increase in sales volume (including purchased products);
- in our logistics segment, increased revenue of $2.4 million in our West Texas marketing operations; and
- incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $11.0 million and $20.7 million, respectively.

### YTD 2025 vs. YTD 2024

We generated net revenues of $8,293.5 million and $9,478.5 million during the nine months ended September 30, 2025 and 2024, respectively, a decrease of $1,185.0 million, or 12.5%. The decrease in net revenues was primarily due to the following:

- in our refining segment, decreases in the average price of U.S. Gulf Coast gasoline of 11.3% and ULSD of 8.6% and decreased sales volumes (including purchased products); and
- in our logistics segment, decreased revenue of $18.7 million in our West Texas marketing operations.

These decreases were partially offset by the following:

- an increase in the average price of U.S. Gulf Coast HSD of 1.5%; and
- incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $42.8 million and $67.5 million, respectively.

### Total Operating Costs and Expenses

### Cost of Materials and Other

### Q3 2025 vs. Q3 2024

Cost of materials and other was $2,165.7 million for the third quarter of 2025 compared to $2,788.7 million for the third quarter of 2024, a decrease of $623.0 million, or 22.3%. The net decrease in cost of materials and other was primarily driven by the following:

- decreases in cost of crude oil feedstocks at the refineries, including a 13.6% decrease in the average cost of WTI Cushing crude oil and a 13.4% decrease in the average cost of WTI Midland crude oil; and
- small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million.

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These decreases were partially offset by the following:

- an increase in sales volume (including purchased products); and
- incremental costs associated with the Gravity and H2O Midstream Acquisitions of $5.3 million and $1.2 million, respectively.

### YTD 2025 vs. YTD 2024

Cost of materials and other was $6,980.2 million for the nine months ended September 30, 2025, compared to $8,547.1 million for nine months ended September 30, 2024, a decrease of $1,566.9 million, or 18.3%. The net decrease in cost of materials and other primarily related to the following:

- a decrease in the cost of crude oil feedstocks at the refineries, including a 14.1% decrease in the average cost of WTI Cushing crude oil and a 14.3% decrease in the average cost of WTI Midland crude oil and decreased sales volume (including purchased products); and
- small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million; and
- in our logistics segment, decreased cost of materials and other of $20.5 million in our West Texas marketing operations.

These decreases were partially offset by the following:

- incremental costs associated with the Gravity and H2O Midstream Acquisitions of $10.1 million and $2.9 million, respectively.

### Operating Expenses

### Q3 2025 vs. Q3 2024

Operating expenses (included in both cost of sales and other operating expenses) were $231.3 million for the third quarter of 2025 compared to $185.1 million for the third quarter of 2024, an increase of $46.2 million, or 25.0%. The increase in operating expenses was primarily driven by the following:

- an increase in natural gas, chemical and electric costs;
- an increase in employee costs;
- an increase in outside services;
- an increase in maintenance costs; and
- incremental expenses associated with the H2O Midstream and Gravity Acquisitions.

These increases were partially offset by the following:

- a decrease in lease and rental costs.

### YTD 2025 vs. YTD 2024

Operating expenses (included in both cost of sales and other operating expenses) were $655.7 million for the nine months ended September 30, 2025 compared to $586.0 million in nine months ended September 30, 2024, an increase of $69.7 million, or 11.9%. The increase in operating expenses was primarily driven by the following:

- an increase in natural gas, chemical, and electric costs;
- an increase in employee costs;
- an increase in outside services;
- an increase in maintenance costs; and
- incremental expenses associated with the H2O Midstream and Gravity Acquisitions.

These increases were partially offset by the following:

- a decrease in insurance costs; and
- a decrease in lease and rental costs.

### General and Administrative Expenses

### Q3 2025 vs. Q3 2024

General and administrative expenses were $76.8 million for the third quarter of 2025 compared to $70.4 million for the third quarter of 2024, an increase of $6.4 million, or 9.1%. The increase was primarily driven by incentive compensation offset by decreases in employee costs.

### 52 \|

### YTD 2025 vs. YTD 2024

General and administrative expenses were $214.9 million for the nine months ended September 30, 2025 compared to $191.6 million in the nine months ended September 30, 2024, an increase of $23.3 million, or 12.2%. The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.

### Depreciation and Amortization

### Q3 2025 vs. Q3 2024

Depreciation and amortization (included in both cost of sales and other operating expenses) was $101.3 million for the third quarter of 2025 compared to $98.1 million for the third quarter of 2024, an increase of $3.2 million, or 3.3%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream and Gravity Acquisition.

### YTD 2025 vs. YTD 2024

Depreciation and amortization (included in both cost of sales and other operating expenses) was $296.7 million for the nine months ended September 30, 2025 compared to $278.2 million in 2024, an increase of $18.5 million, or 6.6%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream and Gravity Acquisition.

### Asset Impairment

### Q3 2025 vs. Q3 2024

Asset impairment was $16.3 million for the three months ended September 30, 2025 compared to $9.2 million for the three months ended September 30, 2024.

- For the third quarter of 2025, the asset impairment primarily related to an $11.6 million impairment of software development costs.
- For the third quarter of 2024, we recorded a $9.2 million asset impairment because it was no longer probable certain pipeline assets would be utilized.

Refer to Note 12 and Note 17 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information

### YTD 2025 vs. YTD 2024

Asset impairment was $16.3 million for the nine months ended September 30, 2025 compared to $31.3 million for the nine months ended September 30, 2024.

- For the nine months ended September 30, 2025, the asset impairment primarily related to an $11.6 million impairment of software development costs.
- For the nine months ended September 30, 2024 we recorded a $22.1 million asset impairment as a result of our second quarter 2024 decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives and we recorded a $9.2 million asset impairment because it was no longer probable certain pipeline assets would be utilized..

Refer to Note 12 and Note 17 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.

### Other Operating Expense (Income), Net

### Q3 2025 vs. Q3 2024

Other operating expense (income), net decreased by $12.9 million in the third quarter of 2025 to an income of $0.1 million compared to expense of $12.8 million in the third quarter of 2024. During the three months ended September 30, 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives and as a result we recognized a loss of $14.1 million.

### YTD 2025 vs. YTD 2024

Other operating income, net was $6.7 million and $67.6 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $60.9 million. The decrease was primarily driven by the following:

- for the nine months ended September 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;
- for the nine months ended September 30, 2024, we recorded a gain of $30.1 million while for the nine months ended September 30, 2025, we recorded a gain of $2.8 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire,

### 53 \|

the 2021 freeze events and the 2022 Big Spring refinery fire related to property damage and business interruption claims, related to the fire and freeze events that occurred in 2021; and

- for the nine months ended September 30, 2024, we recorded a gain of $8.3 million related to Delek Logistics' eminent domain settlement while for the nine months ended September 30, 2025, we recorded a gain of $4.3 related to Delek Logistics' eminent domain settlement.

These decreases were partially offset by the following:

- for the nine months ended September 30, 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives and as a result we recognized a loss of $14.1 million.

### Non-Operating Expenses, Net

### Interest Expense, Net

### Q3 2025 vs. Q3 2024

Interest expense, net increased by $14.3 million, or 18.1%, to $93.1 million in the third quarter of 2025 compared to $78.8 million in the third quarter of 2024, primarily driven by the following:

- an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreements which have an associated interest charge) of approximately $444.8 million in the third quarter of 2025 (calculated as a simple average of beginning borrowings/obligations and ending borrowings/obligations for the period) compared to the third quarter of 2024; and
- hedge losses in the third quarter of 2025 associated with our interest rate swap opposed to gains in the third quarter of 2024.

The increase was partially offset by the following:

- a decrease in the average effective interest rate of 10 basis points in the third quarter of 2025 compared to the third quarter of 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

### YTD 2025 vs. YTD 2024

Interest expense, net was $263.1 million in the nine months ended September 30, 2025, compared to $244.1 million for nine months ended September 30, 2024, an increase of $19.0 million, or 7.8% primarily due to the following:

- an increase in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) of approximately $250.5 million during the nine months ended September 30, 2025 (calculated as a simple average of beginning borrowings/obligation and ending borrowings/obligation for the period) compared to the nine months ended September 30, 2024; and
- lower hedge gains associated with our interest rate swap.

This increase was partially offset by the following:

- a decrease in the average effective interest rate of 43 basis points during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).

### Results from Equity Method Investments

### Q3 2025 vs. Q3 2024

We recognized income of $31.2 million from equity method investments during the third quarter of 2025, compared to $25.1 million for the third quarter of 2024, a increase of $6.1 million. This increase was primarily driven by the following:

- an increase in income from our investment in W2W Holdings LLC to $16.8 million during the three months ended September 30, 2025 from $6.0 million in the three months ended September 30, 2024.

This increase was partially offset by the following:

- a decrease in income from our investment in Red River Pipeline Company LLC to $3.2 million during the three months ended September 30, 2025 from $5.9 million in the three months ended September 30, 2024.

### YTD 2025 vs. YTD 2024

We recognized income from equity method investments of $66.7 million for the nine months ended September 30, 2025, compared to $77.4 million for the nine months ended September 30, 2024, a decrease of $10.7 million. This decrease was primarily driven by the following:

- a decrease in income from our investment in Red River Pipeline Company LLC to $8.3 million during the nine months ended September 30, 2025 from $16.6 million in the nine months ended September 30, 2024.

### 54 \|

### Other Expense (Income), net

### Q3 2025 vs. Q3 2024

Other income, net increased by $0.7 million, or 140.0%, to $1.2 million in the third quarter of 2025 compared to $0.5 million in the third quarter of 2024.

### YTD 2025 vs. YTD 2024

Other expense (income), net was $3.4 million of expense in the nine months ended September 30, 2025, compared to $1.1 million of income for nine months ended September 30, 2024, an increase of $4.5 million, or 409.1% primarily due to the following:

- an impairment recognized on two investments held at cost within other non-current assets for $8.6 million.

Refer to Note 12 condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.

### Income Taxes

### Q3 2025 vs. Q3 2024

For the third quarter of 2025, we recorded an income tax expense of $39.9 million from continuing operations compared to an income tax benefit of $40.3 million from continuing operations for the third quarter of 2024, primarily driven by the following:

- an increase in pre-tax net income of $410.1 million; and
- our effective tax rates were 17.0% and 23.0% for the three months ended September 30, 2025 and 2024, respectively, due to the impact of fixed dollar permanent differences on the tax rate and changes to valuation allowances on certain attributes.

### YTD 2025 vs. YTD 2024

For the nine months ended September 30, 2025, we recorded an income tax benefit of $11.0 million from continuing operations compared to an income tax benefit of $56.7 million from continuing operations for the nine months ended September 30, 2024, primarily driven by the following:

- an decrease in pre-tax net loss of $190.3 million; and
- our effective tax rates were 17.4% and 22.3% for the nine months ended September 30, 2025 and 2024, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes when calculating an estimated annual effective tax rate.

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

### 55 \|

### 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, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $2,842.1 | $3,027.8 | $8,167.2 | $9,443.3 |
| Cost of materials and other | 2,225.4 | 2,862.3 | 7,174.8 | 8,852.6 |
| Refining Margin | $616.7 | $165.5 | $992.4 | $590.7 |
| Operating expenses (excluding depreciation and amortization) | $159.0 | $145.0 | $467.6 | $459.4 |
| Refining segment EBITDA | $464.1 | $12.8 | $543.0 | $135.2 |

### Factors Impacting Refining Profitability

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

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

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

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

### 56 \|

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*

| Total Refining Segment | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Days in period | 92 | 92 | 273 | 274 |
| Total sales volume - refined product (average bpd) (1) | 317,587 | 309,175 | 309,329 | 312,075 |
| Total production (average bpd) | 309,739 | 303,882 | 302,291 | 302,858 |
| Crude oil | 303,811 | 295,350 | 293,724 | 291,042 |
| Other feedstocks | 10,350 | 12,245 | 12,931 | 15,727 |
| Total throughput (average bpd): | 314,161 | 307,595 | 306,655 | 306,769 |
| Crude Slate: (% based on amount received in period) |  |  |  |  |
| WTI crude oil | 77.2% | 69.4% | 73.9% | 70.9% |
| Gulf Coast Sweet Crude | 5.0% | 8.8% | 6.7% | 7.5% |
| Local Arkansas crude oil | 3.1% | 3.2% | 3.4% | 3.3% |
| Other | 14.7% | 18.6% | 16.0% | 18.3% |
| Crude utilization (% based on nameplate capacity) | 100.6% | 97.8% | 97.3% | 96.4% |

### 57 \|

### Management's Discussion and Analysis

*Refinery Statistics (continued)*

| Tyler, TX Refinery | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Days in period | 92 | 92 | 273 | 274 |
| Products manufactured (average bpd): |  |  |  |  |
| Gasoline | 37,973 | 35,962 | 36,199 | 36,620 |
| Diesel/Jet | 33,469 | 33,647 | 32,429 | 32,490 |
| Petrochemicals, LPG, natural gas liquids ("NGLs") | 2,121 | 3,429 | 2,010 | 2,432 |
| Other | 844 | 93 | 968 | 991 |
| Total production | 74,407 | 73,131 | 71,606 | 72,533 |
| Throughput (average bpd): |  |  |  |  |
| Crude Oil | 74,948 | 73,385 | 72,243 | 71,671 |
| Other feedstocks | 1,144 | 1,613 | 1,032 | 2,641 |
| Total throughput | 76,092 | 74,998 | 73,275 | 74,312 |
| Per barrel of throughput: |  |  |  |  |
| Operating expenses | $4.93 | $4.61 | $5.05 | $4.90 |
| Crude Slate: (% based on amount received in period) |  |  |  |  |
| WTI crude oil | 75.7% | 79.2% | 74.5% | 80.6% |
| East Texas crude oil | 23.8% | 19.6% | 23.9% | 19.0% |
| Other | 0.5% | 1.2% | 1.6% | 0.4% |
| **El Dorado, AR Refinery** |  |  |  |  |
| Days in period | 92 | 92 | 273 | 274 |
| Products manufactured (average bpd): |  |  |  |  |
| Gasoline | 40,320 | 34,887 | 38,655 | 38,350 |
| Diesel/Jet | 31,717 | 29,854 | 30,229 | 30,587 |
| Petrochemicals, LPG, NGLs | 1,210 | 1,317 | 1,058 | 1,301 |
| Asphalt | 7,243 | 9,046 | 7,320 | 8,849 |
| Other | 678 | 993 | 1,168 | 1,291 |
| Total production | 81,168 | 76,097 | 78,430 | 80,378 |
| Throughput (average bpd): |  |  |  |  |
| Crude Oil | 80,659 | 75,344 | 77,089 | 79,597 |
| Other feedstocks | 2,205 | 2,674 | 2,952 | 2,500 |
| Total throughput | 82,864 | 78,018 | 80,041 | 82,097 |
| Per barrel of throughput: |  |  |  |  |
| Operating expenses | $4.50 | $5.01 | $4.66 | $4.61 |
| Crude Slate: (% based on amount received in period) |  |  |  |  |
| WTI crude oil | 86.9% | 68.3% | 79.9% | 67.0% |
| Local Arkansas crude oil | 11.9% | 12.4% | 13.0% | 11.9% |
| Other | 1.2% | 19.3% | 7.1% | 21.1% |

### 58 \|

### Management's Discussion and Analysis

*Refinery Statistics (continued)*

| Big Spring, TX Refinery | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Days in period | 92 | 92 | 273 | 274 |
| Products manufactured (average bpd): |  |  |  |  |
| Gasoline | 34,163 | 34,510 | 33,040 | 32,925 |
| Diesel/Jet | 25,147 | 26,303 | 24,041 | 25,282 |
| Petrochemicals, LPG, NGLs | 2,849 | 5,160 | 3,630 | 4,630 |
| Asphalt | 2,033 | 3,176 | 2,193 | 2,703 |
| Other | 4,544 | 3,290 | 4,144 | 4,290 |
| Total production | 68,736 | 72,439 | 67,048 | 69,830 |
| Throughput (average bpd): |  |  |  |  |
| Crude oil | 68,011 | 68,746 | 64,314 | 65,856 |
| Other feedstocks | 2,117 | 3,817 | 4,126 | 4,638 |
| Total throughput | 70,128 | 72,563 | 68,440 | 70,494 |
| Per barrel of refined throughput: |  |  |  |  |
| Operating expenses | $7.20 | $6.08 | $7.33 | $6.78 |
| Crude Slate: (% based on amount received in period) |  |  |  |  |
| WTI crude oil | 75.6% | 68.9% | 72.8% | 70.5% |
| WTS crude oil | 24.4% | 31.1% | 27.2% | 29.5% |
| **Krotz Springs, LA Refinery** |  |  |  |  |
| Days in period | 92 | 92 | 273 | 274 |
| Products manufactured (average bpd): |  |  |  |  |
| Gasoline | 41,867 | 40,842 | 41,999 | 39,557 |
| Diesel/Jet | 33,165 | 32,879 | 32,801 | 31,203 |
| Heavy Oils | 3,864 | 1,559 | 3,899 | 1,773 |
| Petrochemicals, LPG, NGLs | 6,532 | 6,332 | 6,508 | 5,665 |
| Other | — | 602 | — | 1,919 |
| Total production | 85,428 | 82,214 | 85,207 | 80,117 |
| Throughput (average bpd): |  |  |  |  |
| Crude Oil | 80,193 | 77,875 | 80,078 | 73,918 |
| Other feedstocks | 4,884 | 4,141 | 4,821 | 5,948 |
| Total throughput | 85,077 | 82,016 | 84,899 | 79,866 |
| Per barrel of throughput: |  |  |  |  |
| Operating expenses | $5.35 | $4.82 | $5.28 | $5.22 |
| Crude Slate: (% based on amount received in period) |  |  |  |  |
| WTI Crude | 70.7% | 61.6% | 68.6% | 66.1% |
| Gulf Coast Sweet Crude | 18.1% | 32.8% | 24.4% | 28.6% |
| Other | 11.2% | 5.6% | 7.0% | 5.3% |

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

### 59 \|

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

*Refinery Sales to Other Segments*

| (in barrels per day) | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Big Spring refined product sales to other Delek segments | 10,030 | 19,893 | 10,533 | 21,121 |

*Pricing Statistics (average for the period presented)*

|  | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| WTI — Cushing crude oil (per barrel) | $65.06 | $75.28 | $66.74 | $77.72 |
| WTI — Midland crude oil (per barrel) | $65.76 | $75.96 | $67.52 | $78.75 |
| WTS — Midland crude oil (per barrel) | $64.96 | $75.25 | $66.83 | $77.91 |
| LLS (per barrel) | $67.25 | $77.28 | $69.20 | $80.23 |
| Brent (per barrel) | $68.17 | $78.71 | $69.91 | $81.81 |
| U.S. Gulf Coast 5-3-2 crack spread (per barrel) (1) | $22.57 | $15.64 | $19.96 | $18.89 |
| U.S. Gulf Coast 3-2-1 crack spread (per barrel) (1) | $21.68 | $15.27 | $19.24 | $18.26 |
| U.S. Gulf Coast 2-1-1 crack spread (per barrel) (1) | $17.89 | $11.42 | $14.98 | $14.63 |
| U.S. Gulf Coast unleaded gasoline (per gallon) | $1.96 | $2.11 | $1.96 | $2.21 |
| Gulf Coast ultra-low sulfur diesel (per gallon) | $2.28 | $2.24 | $2.22 | $2.43 |
| U.S. Gulf Coast high sulfur diesel (per gallon) | $2.04 | $2.08 | $2.00 | $1.97 |
| Natural gas (per MMBTU) | $3.07 | $2.23 | $3.48 | $2.23 |

(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.

### 60 \|

***Refining Segment Operational Comparison of the Three and Nine Months Ended September 30, 2025 versus the Three and Nine Months Ended September 30, 2024***

### Revenues

### Q3 2025 vs. Q3 2024

Revenues for the refining segment decreased by $185.7 million, or 6.1%, in the third quarter of 2025 compared to the third quarter of 2024. The decrease was primarily driven by the following:

- a decrease in the average price of U.S. Gulf Coast gasoline of 7.1% and U.S. Gulf Coast HSD of 1.9%.

These decreases were partially offset by the following:

- an increase in the average price of Gulf Coast ULSD of 1.8%; and
- an increase in sales volumes (including purchased products).

Net revenues included sales to our logistics segment of $85.5 million and $84.6 million for the three months ended September 30, 2025 and September 30, 2024, respectively. We eliminate this intercompany revenue in consolidation.

### YTD 2025 vs. YTD 2024

Revenues for the refining segment decreased $1,276.1 million, or 13.5%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily driven by the following:

- a decrease in the average price of U.S. Gulf Coast gasoline of 11.3% and ULSD of 8.6%; and
- a decrease in sales volumes (including purchased products).

These decreases were partially offset by the following:

- an increase in the average price of U.S. Gulf Coast HSD of 1.5%.

Revenues included sales to our logistics segment of $259.9 million and $284.2 million for the nine months ended September 30, 2025 and 2024, respectively. We eliminate this intercompany revenue in consolidation.

### Cost of Materials and Other

### Q3 2025 vs. Q3 2024

Cost of materials and other decreased by $636.9 million, or 22.3%, in the third quarter of 2025 compared to the third quarter of 2024. The decrease was primarily driven by the following:

- decreases in the cost of WTI Cushing crude oil, from an average of $75.28 per barrel to an average of $65.06, or 13.6%, and decreases in the cost of WTI Midland crude oil, from an average of $75.96 per barrel to an average of $65.76, or 13.4%; and
- small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million.

These decreases were partially offset by the following:

- an increase in sales volumes (including purchased products).

### YTD 2025 vs. YTD 2024

Cost of materials and other decreased $1,677.8 million, or 19.0%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This decrease was primarily driven by the following:

- decreases in the cost of WTI Cushing crude oil, from an average of $77.72 per barrel to an average of $66.74, or 14.1%; and decreases in the cost of WTI Midland crude oil, from an average of $78.75 per barrel to an average of $67.52, or 14.3%;
- a decrease in sales volumes (including purchased products);
- small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million; and
- a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting. These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

### 61 \|

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 $131.0 million and $111.3 million during the three months ended September 30, 2025 and 2024, respectively. These costs and fees were $370.9 million and $410.2 million during the nine months ended September 30, 2025 and 2024, respectively. We eliminate these intercompany fees in consolidation.

### Operating Expenses

### Q3 2025 vs. Q3 2024

Operating expenses increased by $14.0 million, or 9.7%, in the third quarter of 2025 compared to the third quarter of 2024, driven by the following:

- higher natural gas prices in 2025;
- an increase in employee costs; and
- an increased outside services.

These increases were partially offset by the following:

- a decrease in lease and rental costs.

### YTD 2025 vs. YTD 2024

Operating expenses increased $8.2 million, or 1.8%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase in operating expenses was primarily driven by the following:

- higher natural gas prices in 2025; and
- an increase in outside services.

These increases were partially offset by the following:

- a decrease in employee costs;
- a decrease in insurance costs; and
- a decrease in lease and rental costs.

### Refining Margin

### Q3 2025 vs. Q3 2024

Refining segment margin increased by $451.2 million, or 272.6%, in the third quarter of 2025 compared to the third quarter of 2024, with a refining margin percentage of 21.7% as compared to 5.5% for the third quarter of 2025 and 2024, respectively, primarily driven by the following:

- a 44.3% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 42.0% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 56.7% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);
- an increase in sales volume; and
- small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million.

### YTD 2025 vs. YTD 2024

Refining margin increased by $401.7 million, or 68.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, with a refining margin percentage of 12.2% as compared to 6.3% for the nine months ended September 30, 2025 and 2024, respectively, primarily driven by the following:

- a 5.7% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 5.4% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 2.4% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);
- small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million; and

### 62 \|

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

These increases were partially offset by the following:

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

### EBITDA

### Q3 2025 vs. Q3 2024

EBITDA increased by $451.3 million, or 3525.8%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in refining margin driven by increased crack spreads, increased sales volumes and receipt of small refinery exemptions.

### YTD 2025 vs. YTD 2024

EBITDA increased by $407.8 million, or 301.6% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in refining margin driven by increased crack spreads and receipt of small refinery exemptions partially offset by decreased sales volumes and insurance and third party proceeds received in 2024 related to the fires in 2021 and 2022.

### 63 \|

### 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, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $261.3 | $214.1 | $757.6 | $730.8 |
| Cost of materials and other | $129.8 | $117.5 | $378.2 | $379.3 |
| Operating expenses (excluding depreciation and amortization) | $43.8 | $28.0 | $122.9 | $89.5 |
| EBITDA | $102.0 | $68.6 | $277.6 | $268.9 |
| **Operating Information:** |  |  |  |  |
| **Gathering & Processing: (average bpd)** |  |  |  |  |
| Lion Pipeline System: |  |  |  |  |
| Crude pipelines (non-gathered) | 71,802 | 68,430 | 68,340 | 71,576 |
| Refined products pipelines | 59,679 | 55,283 | 56,442 | 59,681 |
| SALA Gathering System | 9,053 | 13,886 | 9,781 | 12,113 |
| East Texas Crude Logistics System | 31,317 | 35,891 | 30,462 | 26,319 |
| Midland Gathering Assets | 222,980 | 185,179 | 213,750 | 201,796 |
| Plains Connection System | 185,151 | 188,421 | 174,446 | 218,323 |
| Delaware Gathering Assets: |  |  |  |  |
| Natural gas gathering and processing (Mcfd) (1) | 62,692 | 75,719 | 61,157 | 76,092 |
| Crude oil gathering (average bpd) | 153,745 | 125,123 | 137,828 | 124,190 |
| Water disposal and recycling (average bpd) | 87,176 | 123,856 | 110,575 | 123,360 |
| Midland Water Gathering System: |  |  |  |  |
| Water disposal and recycling (average bpd) | 616,484 | 311,290 | 674,532 | 311,290 |
| **Wholesale Marketing & Terminalling:** |  |  |  |  |
| East Texas - Tyler refinery sales volumes (average bpd) (2) | 67,439 | 70,172 | 67,609 | 69,246 |
| Big Spring wholesale marketing throughputs (average bpd) | — | 22,700 | — | 60,109 |
| West Texas wholesale marketing throughputs (average bpd) | 2,680 | 6,552 | 8,058 | 5,276 |
| West Texas wholesale marketing margin per barrel | $4.50 | $3.38 | $3.41 | $2.85 |
| Terminalling throughputs (average bpd) (3) | 145,808 | 160,849 | 144,629 | 152,272 |

(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.

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***Logistics Segment Operational Comparison of the Three and Nine Months Ended September 30, 2025 versus the Three and Nine Months Ended September 30, 2024***

### Revenues

### Q3 2025 vs. Q3 2024

Net revenues increased by $47.2 million, or 22.0%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by:

- increase in incremental revenue associated with the Gravity acquisition of $20.7 million and an increase in revenue associated with the H2O Midstream acquisition of $11.0 million;
- increased revenue of $15.5 million related to the DPG dropdown agreement that went into effect in the second quarter of 2025;
- increased revenue of $2.4 million in our West Texas marketing operations primarily driven by an increase in volumes sold, increase in average prices of diesel per gallon and an increase in RINs revenue partially offset by a decrease in average sales prices of gasoline per gallon:
- the volumes of gasoline and diesel sold increased by 0.4 million and 1.2 million gallons, respectively;
- the average sales prices of gasoline sold decreased by $0.13 per gallon and the average prices of diesel sold increased by $0.04 per gallon;
- RINs revenue increased from $1.3 million in the third quarter of 2024 to $2.3 million in the third quarter of 2025, due to increased RINs prices;
- partially offset by a decrease of $1.4 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024; and
- decrease in revenue related to the termination of the Centrifuge Slurry agreement in December 2024.

Net revenues included sales to our refining segment of $131.0 million and $111.3 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and sales to corporate and other of $0.0 million and $0.4 million for the three months September 30, 2025 and 2024, respectively. We eliminate this intercompany revenue in consolidation.

### YTD 2025 vs. YTD 2024

Net revenues increased by $26.8 million, or 3.7%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily driven by the following:

- increase in incremental revenue associated with the Gravity acquisition of $67.5 million and an increase in revenue associated with the H2O Midstream acquisition of $42.8 million.
- partially offset by decreased revenue of $18.7 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon, partially offset by an increase in volumes sold and an increase in RINs revenue:
- the average sales prices per gallon of gasoline and diesel sold decreased by $0.22 and $0.21 per gallon, respectively;
- the volumes of diesel sold increased by 3.2 million and the volumes of gasoline sold decreased by 1.2 million gallons; and
- RINs revenue increased from $3.7 million in the third quarter of 2024 to $6.1 million in the third quarter of 2025, due to increased RINs prices.
- decreased revenue of $40.0 million due to recording certain throughput fees as interest income under sales-type lease accounting, whereas these fees were recognized as revenue during part of the prior year period; and
- decrease of $12.1 million due to the assignment of the Big Spring Refinery marketing agreement to Delek Holdings in the third quarter of 2024.

Revenues included sales to our refining segment of $370.9 million and $410.2 million for the nine months ended September 30, 2025 and 2024, respectively, and sales to corporate and other of $0.5 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively. We eliminate this intercompany revenue in consolidation.

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### Cost of Materials and Other

### Q3 2025 vs. Q3 2024

Cost of materials and other for the logistics segment increased by $12.3 million, or 10.5%, in the third quarter of 2025 compared to the third quarter of 2024. The increase was primarily driven by the following:

- increased costs of materials and other of $1.2 million in our West Texas marketing operations primarily driven by a net increase in volumes sold partially offset by decreases in average cost per gallon of gasoline and diesel sold:
- the volumes of gasoline sold increased by 0.4 million and the volumes of diesel sold increased by 1.2 million gallons; and
- the average cost per gallon of gasoline and diesel sold decreased by $0.08 per gallon and $0.04 per gallon, respectively.
- incremental costs associated with the Gravity and H2O Midstream Acquisitions of $5.3 million and $1.2 million, respectively.

Our logistics segment purchased product from our refining segment of $85.5 million and $84.6 million for the three months ended September 30, 2025 and September 30, 2024, respectively. We eliminate these intercompany costs in consolidation.

### YTD 2025 vs. YTD 2024

Cost of materials and other for the logistics segment decreased by $1.1 million, or 0.3%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This decrease was primarily driven by the following:

- decreased costs of materials and other of $20.5 million in our West Texas marketing operations was primarily driven by a decrease in average cost per gallon, partially offset by net increase in volumes sold:
- the average cost per gallon of gasoline and diesel sold decreased by $0.19 per gallon and $0.24 per gallon, respectively;
- the volumes of diesel sold increased by 3.2 million gallons, and the volumes of gasoline sold decreased by 1.2 million; and
- partially offset by incremental costs associated with the Gravity and H2O Midstream Acquisitions of $10.1 million and $2.9 million, respectively.

Our logistics segment purchased product from our refining segment of $259.9 million and $284.2 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. We eliminate these intercompany costs in consolidation.

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### Operating Expenses

### Q3 2025 vs. Q3 2024

Operating expenses increased by $15.8 million, or 56.4%, in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by the following:

- incremental costs associated with the Gravity and H2O Midstream Acquisitions of $6.2 million and $1.9 million, respectively; and
- increase in natural gas and electrical costs; and
- increase in employee costs.

### YTD 2025 vs. YTD 2024

Operating expenses increased by $33.4 million, or 37.3%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by the following:

- incremental costs associated with the Gravity and H2O Midstream Acquisitions of $24.0 million and $12.1 million, respectively.

This increase was partially offset by the following:

- a decrease in outside services.

### EBITDA

### Q3 2025 vs. Q3 2024

EBITDA increased by $33.4 million, or 48.7%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by the following:

- incremental EBITDA of $7.6 million and $9.1 million associated with H2O Midstream and Gravity Acquisitions, respectively; and
- a $1.12 per barrel increase in wholesale margins.

These increase were partially offset by the following:

- lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings.

### YTD 2025 vs. YTD 2024

EBITDA increased by $8.7 million, or 3.2%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by the following:

- incremental EBITDA of $27.2 million and $33.3 million associated with H2O Midstream and Gravity Acquisitions, respectively; and
- an $0.56 per barrel increase in wholesale margins.

These increases were partially offset by the following:

- recording certain throughput and storage fees in interest income due to sales-type lease accounting that were previously recorded as revenue in prior year period; and
- lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings.

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### 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, 2025, our total liquidity amounted to $2,304.6 million comprised primarily of $1,673.7 million in unused credit commitments under our revolving credit facilities (as discussed in Note 10 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q) and $630.9 million in cash and cash equivalents. Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash dividends, repurchase common stock and fund operational capital expenditures. On October 29, 2025, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock. During the three and nine months ended September 30, 2025, 559,933 and 3,254,403, respectively, shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $15.0 million and $59.4 million, respectively. As of September 30, 2025, there was $484.2 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. In addition, we have historically been able to source funding at terms that reflect market conditions, our financial position and our credit ratings and expect future funding sources to be at terms that are sustainable and profitable for the Company. However, there can be no assurances regarding the availability of future debt or equity financings or whether such financings can be made available on terms that are acceptable to us; any execution of such financing activities will be dependent on the contemporaneous availability of functioning debt or equity markets. Additionally, new debt financing activities will be subject to the satisfaction of any debt incurrence limitation covenants in our existing financing agreements. Our debt limitation covenants in our existing financing documents are usual and customary for credit agreements of our type and reflective of market conditions at the time of their execution. Additionally, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, to pay dividends and repurchase common stock will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including oil prices, some of which are beyond our control.

As of September 30, 2025, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 10 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q). Additionally, we were in compliance with covenants during the quarter ended September 30, 2025. Failure to meet the incurrence covenants could impose certain incremental restrictions on our ability to incur new debt and also may limit whether and the extent to which we may pay dividends, as well as impose additional restrictions on our ability to repurchase our stock, make new investments and incur new liens (among others). Such restrictions would generally remain in place until such 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 $400.0 million of secured debt under the Delek Term Loan Credit Facility (see further discussion of these facilities in Note 10 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q); as well as the possibility of obtaining other secured and unsecured debt, raising capital through equity issuance, or taking advantage of transactional financing opportunities such as sale-leasebacks or joint ventures, as otherwise contemplated and allowed under our incurrence covenants.

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### Cash Flows

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

*Consolidated*

| Cash Flow Data: | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities - continuing operations | $34.4 | $78.9 |
| Operating activities - discontinued operations | (1.4) | 17.8 |
| Total Operating activities | 33.0 | 96.7 |
| Investing activities - continuing operations | (581.0) | (387.4) |
| Investing activities - discontinued operations | — | 361.7 |
| Total Investing activities | (581.0) | (25.7) |
| Financing activities - continuing operations | 443.3 | 144.4 |
| Total Financing activities | 443.3 | 144.4 |
| Net (decrease) increase | $(104.7) | $215.4 |

### Cash Flows from Operating Activities

#### Continuing Operations

Net cash provided by operating activities from continuing operations was $34.4 million for the nine months ended September 30, 2025, compared to net cash provided of $78.9 million for the comparable period of 2024. The decreases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $271.3 million decrease in cash provided by operating activities and an increase in cash paid for debt interest of $26.2 million.

### Cash Flows from Investing Activities

#### Continuing Operations

Net cash used in investing activities from continuing operations was $581.0 million for the nine months ended September 30, 2025, compared to $387.4 million in the comparable period of 2024. The increase in cash flows used in investing activities was primarily due to the $300.8 million acquisition of Gravity of which $186.5 million was paid in cash, $172.3 million increase in purchases of property, plant and equipment and a reduction in insurance and settlement proceeds of $5.2 million.

### Cash Flows from Financing Activities

#### Continuing Operations

Net cash provided by financing activities from continuing operations was $443.3 million for the nine months ended September 30, 2025, compared to cash provided of $144.4 million in the comparable 2024 period. The increase in cash provided was primarily due to net payments on long-term revolvers of $278.6 million for the nine months ended September 30, 2025 compared to net payments of $325.6 million in the comparable 2024 period, net proceeds on product and other financing arrangements of $216.8 million for the nine months ended September 30, 2025 compared to net payments of $52.9 million in the comparable 2024 period and net proceeds of term debt of $692.9 million for the nine months ended September 30, 2025 compared to net proceeds on term debt of $520.6 million in the comparable 2024 period, primarily related to the issuance of the Delek Logistics 2033 Notes and the related repayment on the Delek Logistics Revolving Facility.

These increases in cash flows were partially offset by the receipt of net proceeds of $132.2 million from the Delek Logistics' public offerings of common units in the nine months ended September 30, 2024, an increase of $39.4 million in share buybacks and a $27.5 million increase in distributions to non-controlling interests.

### Cash Position and Indebtedness

As of September 30, 2025, our total cash and cash equivalents were $630.9 million, and we had total long-term indebtedness of approximately $3,177.3 million. The total long-term indebtedness is net of deferred financing costs and debt discount of $53.5 million. Additionally, we had letters of credit issued of approximately $419.4 million. Total unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,673.7 million. The increase of $414.4 million in total long-term principal indebtedness as of September 30, 2025 compared to December 31, 2024 resulted primarily from the issuance of the Delek Logistics 2033 Notes and a decrease in net borrowings under the Delek Logistics Revolving Facility. As of September 30, 2025, our total long-term indebtedness (as defined in Note 10 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q) consisted of the following:

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

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- aggregate principal of $923.9 million under the Delek Term Loan Credit Facility (maturity of November 19, 2029 and effective interest of 8.36%);
- aggregate principal of $156.9 million under the Delek Logistics Revolving Facility (maturity of October 13, 2027 and average borrowing rate of 7.39%);
- aggregate principal of $400.0 million under the Delek Logistics 2028 Notes (due in 2028, with effective interest rate of 7.38%);
- aggregate principal of $1,050.0 million under the Delek Logistics 2029 Notes (due in 2029, with effective interest rate of 8.80%);
- aggregate principal of $700.0 million under the Delek Logistics 2033 Notes (due in 2033, with effective interest rate of 7.64%);and
- the United Community Bank Revolver with no outstanding borrowings (maturity of June 30, 2026).

Additionally, we utilize other financing arrangements to finance operating assets and/or, from time to time, to monetize other assets that may not be needed in the near term when internal cost of capital and other criteria are met. Such arrangements include our inventory intermediation arrangement, which finances a significant portion of our first-in, first-out inventory at the refineries and, from time to time, RINs or other non-inventory product financing liabilities and funded letters of credit. Our inventory intermediation obligation with Citi was $331.2 million at September 30, 2025. See Note 9 of the accompanying condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for additional information about our inventory intermediation agreement. Our product financing liabilities consisted primarily of RIN financings as of September 30, 2025, and totaled $398.8 million, all of which is due in the next 12 months. See further description of these types of arrangements in the Environmental Credits and Related Regulatory Obligations accounting policy disclosed in Note 2 to our accompanying consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of our December 31, 2024 Annual Report on Form 10-K. For both arrangements and the related commitments, see also our "Cash Requirements" section below.

### Debt Ratings

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

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

### Capital Spending

A key component of our long-term strategy is our capital expenditure program. The following table summarizes our actual capital expenditures for the nine months ended September 30, 2025, by operating segment and major category (in millions):

*Refining*

|  | 2025 Forecast | Nine Months Ended September 30, 2025 Actual |
| --- | ---: | ---: |
| Regulatory | $28 | $7.6 |
| Sustaining maintenance, including turnaround activities | 113 | 120.8 |
| Growth projects | — | 1.3 |
| **Refining segment total** | 141 | 129.7 |
| **Logistics** |  |  |
| Regulatory | 7 | 1.8 |
| Sustaining maintenance | 12 | 9.0 |
| Growth projects | 216 | 230.0 |
| **Logistics segment total** | 235 | 240.8 |
| **Corporate and Other** |  |  |
| Regulatory | 2 | 1.9 |
| Sustaining maintenance | 14 | 9.0 |
| Growth projects | 13 | 5.8 |
| **Other total** | 29 | 16.7 |
| **Total capital spending** | **$405** | **$387.2** |

The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope, and completion time for our capital projects and subject to the changes and uncertainties discussed under the 'Forward-Looking Statements' section of Item 2. Management's Discussion and Analysis, of this Quarterly Report on Form 10-Q. For further information, please refer to our discussion in Item 1A. Risk Factors, of our December 31, 2024 Annual Report on Form 10-K.

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### 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, 2025, is set forth in the following table (in millions):

|  | Payments Due by Period \<1 Year | 1-3 Years | 3-5 Years | \>5 Years | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Long-term debt and notes payable obligations | $9.5 | $575.9 | $1,945.4 | $700.0 | $3,230.8 |
| Interest (1) | 249.2 | 485.0 | 267.5 | 154.9 | 1,156.6 |
| Operating lease commitments (2) | 33.9 | 39.5 | 5.9 | 9.3 | 88.6 |
| Purchase commitments (3) | 3,025.7 | 299.5 | — | — | 3,325.2 |
| Product financing agreements (4) | 398.8 | — | — | — | 398.8 |
| Transportation agreements (5) | 171.4 | 255.4 | 198.9 | 130.8 | 756.5 |
| Inventory intermediation obligation (6) | 25.8 | 339.9 | — | — | 365.7 |
| Retail Stores obligations (7) | 8.6 | 17.2 | 17.5 | 2.6 | 45.9 |
| Total | $3,922.9 | $2,012.4 | $2,435.2 | $997.6 | $9,368.1 |

(1) Expected interest payments on debt outstanding at September 30, 2025. Floating interest rate debt is calculated using September 30, 2025 rates. For additional information, see Note 10 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.

(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of September 30, 2025.

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

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

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

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

(7) Amounts reflect a rebate arrangement included in the long-term agreement with FEMSA entered into in conjunction with the Retail Transaction as well as certain underground storage tank cleanup obligations. For additional information, see our consolidated financial statements in Item 8. Financial Statements and Supplementary Data, of our December 31, 2024 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 and capital expenditures. Operating activities include cash outflows related to payments to suppliers for crude and other inventories (which are largely reflected in our contractual purchase commitments in the table above) and payments for salaries and other employee related costs. Cash outlays in 2026 are planned to include incentive compensation payments that were earned and accrued in 2025. In line with our long-term sustainable strategy, future cash requirements will include initiatives to build on our long-term sustainable business model, Environmental, Social and Governance initiatives and sum of the parts initiatives.

Refer to the cash flow section for our operating activities spend during the nine months ended September 30, 2025. While many of the expenses related to the operating activities are variable in nature, some of the expenditures can be somewhat fixed in the short-term due to forward planning on our level of activity.

Refer to the 'Capital Spending' section for our capital expenditures for the nine months ended September 30, 2025 and our anticipated cash requirements for planned capital expenditures for the full year 2025.

## Market risk

As filed, 4,978 characters.

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

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### 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, 2025 ($ in millions):

| Contract Description Contracts not designated as hedging instruments: | Total Outstanding Fair Value | Notional Contract Volume | Notional Contract Volume by Year of Maturity 2025 | 2026 |
| --- | ---: | ---: | ---: | ---: |
| Crude oil price swaps - long (1) | $(9.9) | 5,358,000 | 4,308,000 | 1,050,000 |
| Crude oil price swaps - short (1) | 9.0 | 6,612,000 | 5,562,000 | 1,050,000 |
| Crude oil options - long (1) | — | — | — |  |
| Crude oil options - short (1) | — | — | — |  |
| Inventory, refined product and crack spread swaps - long (1) | 0.3 | 2,774,000 | 2,562,000 | 212,000 |
| Inventory, refined product and crack spread swaps - short (1) | (0.9) | 2,143,000 | 1,931,000 | 212,000 |
| RINs commitment contracts - long (2) | 52.2 | 573,300,000 | 573,300,000 | — |
| RINs commitment contracts - short (2) | (38.6) | 288,800,000 | 288,800,000 | — |
| Total | $12.1 |  |  |  |

(1) Volume in barrels.

(2) Volume in RINs.

### Interest Rate Risk

We have market exposure to changes in interest rates relating to our outstanding floating rate borrowings, which totaled approximately $1,080.8 million as of September 30, 2025.

We help manage this risk through interest rate swap agreements that we may periodically enter into in order to modify the interest rate characteristics of our outstanding long-term debt. In accordance with ASC 815, all interest rate hedging instruments are recorded at fair value and any changes in the fair value between periods are recognized in earnings. We expect that any interest rate derivatives held will reduce our exposure to short-term interest rate movements. As of September 30, 2025, we had two floating-to-fixed interest rate derivative agreements in place for a notional amount of $200.0 million, which matures in May 2027, and $500.0 million, which matures in November 2027. The estimated fair value of our interest rate derivative liability was $2.0 million as of September 30, 2025.

The annualized impact of a hypothetical one percent change in interest rates on our floating rate debt, after considering the interest rate swaps, outstanding as of September 30, 2025 would be to change interest expense by approximately $3.8 million.

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

### Commodity Derivatives Trading Activities

From time to time, we enter into active trading positions in a variety of commodity derivatives, which include forward physical contracts, swap contracts, and futures contracts. These trading activities are undertaken by using a range of contract types in combination to create incremental gains by capitalizing on crude oil supply and pricing seasonality. These contracts are classified as held for trading and are recognized at fair value with changes in fair value recognized in the income statement. We had no outstanding trading commodity derivative contracts as of September 30, 2025.

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### Controls and Procedures

## Controls and procedures

As filed, 1,719 characters.

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

We acquired Gravity effective January 2, 2025, and have included the operating results and assets and liabilities of Gravity in our condensed consolidated financial statements as of September 30, 2025. As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of Gravity. We are currently in the process of integrating the Gravity operations, control processes and information systems into our systems and control environment.

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

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### Other Information

## Risk factors

As filed, 5,844 characters.

Except as described below, there were no material changes during the nine months ended September 30, 2025 to the risk factors identified in the Company’s fiscal 2024 Annual Report on Form 10-K.

***The availability and cost of RINs and other required credits could have an adverse effect on our financial condition and results of operations.***

Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the RFS-2 (“RFS”) regulations reflecting the increased volume of renewable fuels mandated to be blended into the nation's fuel supply. The regulations, in part, require refiners to add annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as RINs, in lieu of such blending. The RFS imposes a substantial financial obligation on each of our four small refineries. The cost of complying with the RFS is one of our highest operational costs, including significant additional costs to finance our compliance. These costs are highly volatile and unlike other refining companies Delek is not able to pass through its high compliance costs to its customers.

Delek is an obligated party under the RFS, which requires us to obtain RINs to satisfy our annual Renewable Volume Obligation (“RVO”). While we are able to obtain many of the RINs required for compliance by blending renewable fuels manufactured by third parties or by our own biodiesel plants, we must also purchase RINs on the open market in order to comply with the quantity of renewable fuels we are required to blend under the RFS. The price and number of RINs an obligated party must acquire are impacted by government regulation requiring such credits, and also may be impacted by small refiner exemptions (“SREs”) granted by the EPA. In past years, the price of RINs has been highly volatile and the EPA’s decisions on SRE hardship petitions have been unduly delayed. Increasing RINs prices, inconsistent administration of the RFS by the EPA, and Delek’s market position has prevented us from passing through compliance costs of the program in the past and will likely continue in the future. While we cannot predict the future prices of RINs, the costs to obtain the necessary number of RINs could be material. Our future operating results are significantly dependent on the EPAs granting of SREs on a timely basis. If we are unable to pass the costs of compliance with the RFS on to our customers, if sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs or if we are otherwise unable to meet the RFS mandates, our refinery operations, financial condition and results of operations could be adversely affected.

In the past, we have received SREs under the RFS program for certain of our refineries. In August 2025, the EPA granted full and partial exemptions for certain of our refineries related to obligations for the 2019-2024 calendar years. We were able to use some of these RINs to satisfy our obligation for previous compliance periods. However, because RINs are valid for a one-year period, a majority of the refunded RINs had expired and therefore cannot be used or sold for value to offset future compliance obligations. The relief received also was not sufficient to offset our 2025 compliance obligation and thus Delek’s refineries will need to seek relief from the EPA for the hardship imposed by the RFS for the 2025 compliance year.

In September and October 2025, certain of our subsidiaries filed lawsuits against the EPA in the United States Court of Appeals for the District of Columbia seeking to overturn the EPA’s August 2025 denial that the Krotz Springs Refinery was ineligible for an exemption for the 2024 compliance year, and seeking additional relief for the EPA’s decision to refund expired RINs. These lawsuits remain pending, and we are unable to estimate the outcome or the costs we may incur at this time.

In August 2025, the EPA provided an updated framework for evaluation of future SRE petitions, which may ultimately include reallocating waived volumes to other obligated parties. This updated framework may be subject to legal challenge, and we cannot predict the extent to

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### Risk Factors

which any such challenge may impact the EPA’s timeliness in responding to such petitions in the future. Moreover, even if the new approach survives any future legal challenges, we cannot guarantee that such an exemption will be obtained for any of our refineries in future years, which could result in increased costs and adversely impact future results of operations and our business strategy.

In addition, the RFS regulations are highly complex and evolving, requiring us to periodically update our compliance systems. The RFS regulations require the EPA to determine and publish the applicable annual volume and percentage standards for each compliance year by November 30 for the forthcoming year, and such blending percentages could be higher or lower than amounts estimated and accrued for in our consolidated financial statements. The future cost of RINs is difficult to estimate until such time as the EPA finalizes the applicable standards for the forthcoming compliance year. Moreover, in addition to increased price volatility in the RINs market, there have been multiple instances of RINs fraud occurring in the marketplace over the past several years. The EPA has initiated several enforcement actions against refiners who purchase fraudulent RINs, resulting in substantial costs to the refiner. While the EPA promulgated a rule in June 2019 aiming to improve transparency in the market for RINs, we cannot predict with certainty our exposure to increased RINs costs in the future, nor can we predict the extent by which costs associated with RFS-2 regulations will impact our future results of operations.

Filed Nov 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-050541. Last ingested by Listed: Oct 30, 2026, 13:40 ET. No prices; not investment advice.