10q10k10q10k.net

What changed in Delek US Holdings, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Delek US Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+340 added−398 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-26)

Top changes in Delek US Holdings, Inc.'s 2025 10-K

340 paragraphs added · 398 removed · 261 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

86 edited+16 added−15 removed347 unchanged
Biggest changeOur ability to comply with the covenants and restrictions contained in our debt instruments may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired.
Biggest changeIn addition, the covenant requirements of our various credit agreements require us to make many subjective determinations pertaining to our compliance thereto and exercise good faith judgment in determining our compliance. 47 | Risk Factors Our ability to comply with the covenants and restrictions contained in our debt instruments may be affected by events beyond our control, including prevailing economic, financial and industry conditions.
The market price of our common stock may be influenced by many factors, some of which may be beyond our control, including: • our quarterly or annual earnings, or those of other companies in our industry; • inaccuracies in, and changes to, our previously published quarterly or annual earnings; • changes in accounting standards, policies, guidance, interpretations or principles; • economic conditions within our industry, as well as general economic and stock market conditions; • the failure of securities analysts to cover our common stock, or the cessation of such coverage; • changes in financial estimates by securities analysts and the frequency and accuracy of such reports; • future issuance or sales of our common stock; • announcements by us or our competitors of significant contracts or acquisitions; • sales of common stock by our senior officers or our affiliates; and • the other factors described in these "Risk Factors." 45 | Risk Factors In recent years, the stock market in general, and the market for energy companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.
The market price of our common stock may be influenced by many factors, some of which may be beyond our control, including: • our quarterly or annual earnings, or those of other companies in our industry; • inaccuracies in, and changes to, our previously published quarterly or annual earnings; • changes in accounting standards, policies, guidance, interpretations or principles; • economic conditions within our industry, as well as general economic and stock market conditions; • the failure of securities analysts to cover our common stock, or the cessation of such coverage; • changes in financial estimates by securities analysts and the frequency and accuracy of such reports; • future issuance or sales of our common stock; • announcements by us or our competitors of significant contracts or acquisitions; • sales of common stock by our senior officers or our affiliates; and • the other factors described in these "Risk Factors." In recent years, the stock market in general, and the market for energy companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.
S.; • excess capacity and utilization rates of refineries worldwide; • development and marketing of alternative and competing fuels, such as ethanol and biodiesel; • changes in fuel specifications required by environmental and other laws, particularly with respect to oxygenates and sulfur content; • local factors, including market conditions, adverse weather conditions and the level of operations of other refineries and pipelines in our markets; • volatility in the costs of natural gas and electricity used by our refineries; 29 | Risk Factors • accidents, interruptions in transportation, inclement weather, earthquakes, or other events, including cyber-attacks, that can cause unscheduled shutdowns or otherwise adversely affect our refineries or the supply and delivery of crude oil from third parties; and • U.S. government regulations.
S.; • excess capacity and utilization rates of refineries worldwide; • development and marketing of alternative and competing fuels, such as ethanol and biodiesel; • changes in fuel specifications required by environmental and other laws, particularly with respect to oxygenates and sulfur content; • local factors, including market conditions, adverse weather conditions and the level of operations of other refineries and pipelines in our markets; • volatility in the costs of natural gas and electricity used by our refineries; • accidents, interruptions in transportation, inclement weather, earthquakes, or other events, including cyber-attacks, that can cause unscheduled shutdowns or otherwise adversely affect our refineries or the supply and delivery of crude oil from third parties; and • U.S. government regulations.
In February 2025, the U.S. announced the imposition of tariffs on imports from several U.S. trade partners and could announce additional tariffs in future periods. There is significant uncertainty as to the duration of these and any further tariffs, and the impacts these tariffs and any corresponding retaliatory tariffs will have on us, our suppliers and our customers.
In 2025, the U.S. announced the imposition of tariffs on imports from several U.S. trade partners and could announce additional tariffs in future periods. There is significant uncertainty as to the duration of these and any further tariffs, and the impacts these tariffs and any corresponding retaliatory tariffs will have on us, our suppliers and our customers.
The RFS-2 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 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.
For example, it could: 48 | Risk Factors • increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to service our debt and lease obligations, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a disadvantage relative to our competitors that have less indebtedness or better access to capital by, for example, limiting our ability to enter into new markets, upgrade our fixed assets or pursue acquisitions or other business opportunities; • limit our ability to borrow additional funds in the future; and • increase interest costs for our borrowed funds and letters of credit.
For example, it could: • increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to service our debt and lease obligations, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a disadvantage relative to our competitors that have less indebtedness or better access to capital by, for example, limiting our ability to enter into new markets, upgrade our fixed assets or pursue acquisitions or other business opportunities; • limit our ability to borrow additional funds in the future; and • increase interest costs for our borrowed funds and letters of credit.
Acquisitions involve risks that could cause our actual growth or operating results to differ adversely compared with our expectations. Due to our emphasis on growth through acquisitions, we are particularly susceptible to transactional risks that could cause our actual growth or operating results to differ adversely compared with our expectations.
Due to our emphasis on growth through acquisitions, we are particularly susceptible to transactional risks that could cause our actual growth or operating results to differ adversely compared with our expectations.
Also, in connection with such derivative transactions, we may be required to make cash payments or provide letters of credit to maintain margin accounts and to settle the contracts at their value upon 47 | Risk Factors termination. Finally, this activity exposes us to potential risk of counterparties to our derivative contracts failing to perform under the contracts.
Also, in connection with such derivative transactions, we may be required to make cash payments or provide letters of credit to maintain margin accounts and to settle the contracts at their value upon termination. Finally, this activity exposes us to potential risk of counterparties to our derivative contracts failing to perform under the contracts.
The specific impact of laws and regulations or other actions may vary depending on a number of factors, including the age and location of operating facilities, marketing areas, crude oil and feedstock sources and production processes. 30 | Risk Factors Environmental regulations are becoming more stringent, and new environmental and safety laws and regulations are continuously being enacted or proposed.
The specific impact of laws and regulations or other actions may vary depending on a number of factors, including the age and location of operating facilities, marketing areas, crude oil and feedstock sources and production processes. Environmental regulations are becoming more stringent, and new environmental and safety laws and regulations are continuously being enacted or proposed.
Termination of our Inventory Intermediation Agreement with Citi, which is scheduled to expire in January 2027, would require us to finance the products covered by the agreement at terms that may not be favorable. The availability of capital will depend upon several factors, some of which are beyond our control.
Termination of our Inventory Intermediation Agreement with Citi, which is scheduled to expire in January 2028, would require us to finance the products covered by the agreement at terms that may not be favorable. The availability of capital will depend upon several factors, some of which are beyond our control.
The increase in companies and individuals working remotely has increased the frequency and scope of cyber-attacks and the risk of potential cybersecurity incidents, both deliberate attacks and unintentional events. Despite our security measures, we experience attempts by external parties to penetrate and attack our networks and systems.
The increase in companies and individuals working remotely has increased the frequency and scope of cyber-attacks and the risk of potential cybersecurity incidents, both deliberate attacks and unintentional events. Despite our security measures, we experience attempts by external 42 | Risk Factors parties to penetrate and attack our networks and systems.
A deterioration in our operating results or overall economic conditions could result in an impairment of goodwill and / or additional long-lived asset impairments at some point in the future. Future impairment charges could be material to our results of operations. 50 | ITEM 1B. UNRESOLVED STAFF COMMENTS None.
A deterioration in our operating results or overall economic conditions could result in an impairment of goodwill and / or additional long-lived asset impairments at some point in the future. Future impairment charges could be material to our results of operations. 48 | ITEM 1B. UNRESOLVED STAFF COMMENTS None.
In addition, the RFS-2 regulations are highly complex and evolving, requiring us to periodically update our compliance systems.
In addition, the RFS regulations are highly complex and evolving, requiring us to periodically update our compliance systems.
Various permits, licenses, registrations and other authorizations are required under these laws for the operation of our refineries, biodiesel facilities, terminals, pipelines and related operations, and these permits are subject to renewal and modification that may require operational changes involving significant costs.
Various permits, licenses, registrations and other authorizations are required under these laws for the operation of our refineries, terminals, pipelines and related operations, and these permits are subject to renewal and modification that may require operational changes involving significant costs.
Therefore, rising interest rates can cause a reporting unit to become impaired when, in a lower interest rate environment, it may not be, resulting in incremental impairment expense. 49 | Risk Factors We may refinance a significant amount of indebtedness and otherwise require additional financing; we cannot guarantee that we will be able to obtain the necessary funds on favorable terms or at all.
Therefore, rising interest rates can cause a reporting unit to become impaired when, in a lower interest rate environment, it may not be, resulting in incremental impairment expense. We may refinance a significant amount of indebtedness and otherwise require additional financing; we cannot guarantee that we will be able to obtain the necessary funds on favorable terms or at all.
We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future laws, regulations and other requirements could significantly increase our costs of doing business, thereby adversely affecting our profitability.
We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future laws, regulations, executive orders and other requirements could significantly increase our costs of doing business, thereby adversely affecting our profitability.
Our refineries are large quantity generators of hazardous waste and require hazardous waste permits issued by the EPA or state agencies. Additionally, certain of our other facilities, such as terminals and biodiesel plants, generate lesser quantities of hazardous wastes.
Our refineries are large quantity generators of hazardous waste and require hazardous waste permits issued by the EPA or state agencies. Additionally, certain of our other facilities, such as terminals, generate lesser quantities of hazardous wastes.
If we are unable to compete effectively with these competitors, there could be a material adverse effect on our business, financial condition and results of operations. 33 | Risk Factors Decreases in commodity prices may lessen our borrowing capacities, increase collateral requirements for derivative instruments or cause a write-down of inventory.
If we are unable to compete effectively with these competitors, there could be a material adverse effect on our business, financial condition and results of operations. Decreases in commodity prices may lessen our borrowing capacities, increase collateral requirements for derivative instruments or cause a write-down of inventory.
The loss of major customers, or a reduction in amounts purchased by major customers, for any reason including, but not limited to, a desire to 42 | Risk Factors purchase competing products with lower emissions, could have a material adverse effect on us to the extent that we are not able to correspondingly increase sales to other purchasers.
The loss of major customers, or a reduction in amounts purchased by major customers, for any reason including, but not limited to, a desire to purchase competing products with lower emissions, could have a material adverse effect on us to the extent that we are not able to correspondingly increase sales to other purchasers.
To the extent any regional or global disease outbreak impacts our business or the global markets for our products, it could have a material adverse affect on our business, financial condition, results of operation and liquidity.
To the extent any regional or global disease outbreak impacts our business or the global markets for our products, it could have a material adverse effect on our business, financial condition, results of operation and liquidity.
The EPA and states could also have the authority to reopen closed sites which are shown to be impacted by these PFAS compounds. This could lead to increased monitoring obligations and potential liability related thereto.
The EPA and states could also have the authority to reopen closed sites which are shown to be impacted by those PFAS compounds. This could lead to increased monitoring obligations and potential liability related thereto.
Our Tyler, El Dorado and Big Spring refineries are substantially dependent upon Delek Logistics' assets and services under several long-term pipeline and terminal, tankage and throughput agreements expiring in 2025 through 2036.
Our Tyler, El Dorado and Big Spring refineries are substantially dependent upon Delek Logistics' assets and services under several long-term pipeline and terminal, tankage and throughput agreements expiring in 2026 through 2036.
At times, we have also experienced declines in the supply of inputs thought to be associated with supply chain issues and 28 | Risk Factors disruptions in the labor market. There can be no assurance as to how long such uncertainty will persist or that a recurrence of price weakness will not arise in the future.
At times, we have also experienced declines in the supply of inputs thought to be associated with supply chain issues and disruptions in the labor market. There can be no assurance as to how long such uncertainty will persist or that a recurrence of price weakness will not arise in the future.
Subsequent changes to our tax liabilities as a result of these audits may also subject us to interest and penalties, and could have a material adverse effect on our business, financial condition and results of operations. For example, the tax treatment of our logistics segment depends on its status as a partnership for federal income tax purposes.
Subsequent changes to our tax liabilities as a result of these audits may also subject us to interest and penalties, and could have a material adverse effect on our business, financial condition and results of operations. 41 | Risk Factors For example, the tax treatment of our logistics segment depends on its status as a partnership for federal income tax purposes.
Our compliance with emerging privacy/security laws, as well as any associated inquiries or investigations or any other government actions related to these laws, may increase our operating costs. In the second quarter of 2021, the U.S. Department of Homeland Security’s ("DHS") Transportation Security Administration (“TSA”) announced two new security directives.
Our compliance with emerging privacy/security 43 | Risk Factors laws, as well as any associated inquiries or investigations or any other government actions related to these laws, may increase our operating costs. In the second quarter of 2021, the U.S. Department of Homeland Security’s ("DHS") Transportation Security Administration (“TSA”) announced two new security directives.
Instability in the financial markets as a result of terrorism, sabotage or war could also affect our ability to raise capital, including our ability to repay or refinance debt. Legislative and regulatory measures to address climate change and GHG emissions could increase our operating costs or decrease demand for our refined products.
Instability in the financial markets as a result of terrorism, sabotage or war could also affect our ability to raise capital, including our ability to repay or refinance debt. 32 | Risk Factors Legislative and regulatory measures to address climate change and GHG emissions could increase our operating costs or decrease demand for our refined products.
There can be no assurance that we will be successful, or that we will realize the expected economies of scale, synergies and other benefits anticipated from any additional acquisitions or strategic transactions. 41 | Risk Factors We may incur significant costs and liabilities with respect to investigation and remediation of environmental conditions at our facilities.
There can be no assurance that we will be successful, or that we will realize the expected economies of scale, synergies and other benefits anticipated from any additional acquisitions or strategic transactions. We may incur significant costs and liabilities with respect to investigation and remediation of environmental conditions at our facilities.
If crude oil prices fall below certain dollar per barrel thresholds, economic activity in the region may slow down, which could have a material adverse impact on the profitability of our business in West Texas. We may be adversely affected by the effects of inflation.
If crude oil prices fall below certain dollar per barrel thresholds, economic activity in the region may slow down, which could have a material adverse impact on the profitability of our business in West Texas. 37 | Risk Factors We may be adversely affected by the effects of inflation.
Finally, depending on the severity and duration of any extreme weather events or climate conditions, our operations may need to be modified and material costs incurred, which could materially and adversely affect our business, financial condition and results of operations. Our operations are subject to business interruptions and casualty losses.
Finally, depending on the severity and duration of any extreme weather events or climate conditions, our operations may need to be modified and material costs incurred, which could materially and adversely affect our business, financial condition and results of operations. 34 | Risk Factors Our operations are subject to business interruptions and casualty losses.
These processing units undergo periodic shutdowns, known as turnarounds, during which maintenance is performed to restore the operation of the equipment to a higher level 35 | Risk Factors of performance. Depending on which units are affected, all or a portion of a refinery's production may be halted or disrupted during a maintenance turnaround.
These processing units undergo periodic shutdowns, known as turnarounds, during which maintenance is performed to restore the operation of the equipment to a higher level of performance. Depending on which units are affected, all or a portion of a refinery's production may be halted or disrupted during a maintenance turnaround.
From time to time, our joint ventures may be involved in disputes or legal proceedings which may negatively affect our investments. Accordingly, any such occurrences could adversely affect our financial condition, results of operations or cash flows. 38 | Risk Factors General economic conditions may adversely affect our business, operating results and financial condition.
From time to time, our joint ventures may be involved in disputes or legal proceedings which may negatively affect our investments. Accordingly, any such occurrences could adversely affect our financial condition, results of operations or cash flows. General economic conditions may adversely affect our business, operating results and financial condition.
In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue up to 10,000,000 shares of preferred stock in one or more different series, with terms to be fixed by our Board of Directors. Stockholder approval is not necessary to issue preferred stock in this manner.
In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue up to 10.0 million shares of preferred stock in one or more different series, with terms to be fixed by our Board of Directors. Stockholder approval is not necessary to issue preferred stock in this manner.
Our need to incur costs associated with complying with any resulting new legal or regulatory requirements that are substantial and not adequately provided for, could have a material adverse effect on our business, financial condition and results of operations.
Our need to incur costs associated with 28 | Risk Factors complying with any resulting new legal or regulatory requirements that are substantial and not adequately provided for, could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, developments in the global oil markets may also have the effect of heightening many of the other risks described below. A regional or global disease outbreak could have a material adverse effect on our business, financial condition, results of operation and liquidity.
Furthermore, developments in the global oil markets may also have the effect of heightening many of the other risks described below. 26 | Risk Factors A regional or global disease outbreak could have a material adverse effect on our business, financial condition, results of operation and liquidity.
As a result, any such event could have a material adverse effect on our business, financial condition, results of operations and cash flows. 36 | Risk Factors There are certain environmental hazards and risks inherent in our operations that could adversely affect those operations and our financial results.
As a result, any such event could have a material adverse effect on our business, financial condition, results of operations and cash flows. There are certain environmental hazards and risks inherent in our operations that could adversely affect those operations and our financial results.
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 regulations reflecting the increased volume of renewable fuels mandated to be blended into the nation's fuel supply.
The availability and cost of RINs and other required credits could have a material 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.
More recently there has also been growing opposition to ESG matters from U.S. federal, state and local governments, with the President having recently issued an executive order opposing DEI initiatives in the private sector.
More recently there has also been growing opposition to ESG matters from U.S. federal, state and local governments, with the President issuing an executive order opposing DEI initiatives in the private sector.
A reduction in the volume of refined products supplied to our West Texas terminals could adversely affect our sales and earnings. We are subject to risks associated with significant investments in the Permian Basin.
A reduction in the volume of refined products supplied to our West Texas terminals could adversely affect our sales and earnings. 36 | Risk Factors We are subject to risks associated with significant investments in the Permian Basin.
Our business is capital intensive and asset heavy. Our refineries and logistics assets, including pipelines, distribution terminals, tractors, trailers and tankage require us to make significant capital expenditures and to incur substantial costs maintaining and improving such assets.
Our business requires us to make significant capital expenditures and to maintain and improve our refineries and logistics assets. Our business is capital intensive and asset heavy. Our refineries and logistics assets, including pipelines, distribution terminals, tractors, trailers and tankage require us to make significant capital expenditures and to incur substantial costs maintaining and improving such assets.
Many auto manufacturers have expressed a desire that only a high-octane grade of gasoline be allowed in order to maximize fuel efficiency, rather than the three octane grades common now.
Many auto manufacturers have expressed a desire that only a high-octane grade of gasoline be allowed in order to maximize fuel efficiency, rather than the three octane 31 | Risk Factors grades common now.
While an increase or decrease in the price of crude oil will often result in a corresponding increase or decrease in the wholesale price of refined products, a change in the price of one commodity does not always result in a corresponding change in the other.
While an increase or decrease in the price of crude oil will often result in a corresponding increase or decrease in the wholesale price of 27 | Risk Factors refined products, a change in the price of one commodity does not always result in a corresponding change in the other.
For example, under the terms of the Inventory Intermediation Agreement with Citi, we grant Citi the exclusive right to store and withdraw crude and certain products in the tanks associated with the refineries.
For example, under the terms of the Inventory Intermediation Agreement with Citi, we grant Citi the exclusive right 46 | Risk Factors to store and withdraw crude and certain products in the tanks associated with the refineries.
Specifically, these covenants limit the payment, in the form of cash or other assets, of dividends or other cash payments to 46 | Risk Factors us. We are not obligated to declare or pay any dividend.
Specifically, these covenants limit the payment, in the form of cash or other assets, of dividends or other cash payments to us. We are not obligated to declare or pay any dividend.
If we are unable to pass the costs of compliance with the RFS-2 regulations on to our customers, if 32 | Risk Factors 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-2 mandates, our financial condition and results of operations could be adversely affected.
If we are unable to pass the costs of compliance with the RFS on 30 | Risk Factors 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.
However, the occurrence of any of the following factors could adversely affect our growth strategy: • We may not be able to identify suitable acquisition candidates or acquire additional assets on favorable terms; • We usually compete with others to acquire assets, which competition may increase, and any level of competition could result in decreased availability or increased prices for acquisition candidates; • We may experience difficulty in anticipating the timing and availability of acquisition candidates; • We may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions; and • As a public company, we are subject to reporting obligations, internal controls and other accounting requirements with respect to any business we acquire, which may prevent or negatively affect the valuation of some acquisitions we might otherwise deem favorable or increase our acquisition costs.
However, the occurrence of any of the following factors could adversely affect our growth strategy: • We may not be able to identify suitable acquisition candidates or acquire additional assets on favorable terms; • We usually compete with others to acquire assets, which competition may increase, and any level of competition could result in decreased availability or increased prices for acquisition candidates; • We may experience difficulty in anticipating the timing and availability of acquisition candidates; • We may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions; and • As a public company, we are subject to reporting obligations, internal controls and other accounting requirements with respect to any business we acquire, which may prevent or negatively affect the valuation of some acquisitions we might otherwise deem favorable or increase our acquisition costs. 39 | Risk Factors Acquisitions involve risks that could cause our actual growth or operating results to differ adversely compared with our expectations.
As of December 31, 2024, approximately 24.9% of our employees were represented by unions and/or covered by a collective bargaining agreement. None of our employees in our logistics segment or in our corporate office are represented by a union. We consider our relations with our employees to be satisfactory.
As of December 31, 2025, approximately 26.6% of our employees were represented by unions and/or covered by a collective bargaining agreement. None of our employees in our logistics segment or in our corporate office are represented by a union. We consider our relations with our employees to be satisfactory.
Our financial condition and operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment. We recorded a $212.2 million and a $14.8 million goodwill impairment during the years ended December 31, 2024 and 2023, respectively, and none during the year ended December 31, 2022.
Our financial condition and operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment. We recorded no impairment for the year ended December 31, 2025 and recorded $212.2 million and $14.8 million of goodwill impairment during the years ended December 31, 2024 and 2023, respectively.
Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. As of December 31, 2024, we had total debt of $2,816.4 million, including current maturities of $9.5 million. In addition to our outstanding debt, as of December 31, 2024, our letters of credit issued under our various credit facilities were $330.5 million.
Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. As of December 31, 2025, we had total debt of $3,283.3 million, including current maturities of $9.5 million. In addition to our outstanding debt, as of December 31, 2025, our letters of credit issued under our various credit facilities were $417.4 million.
If we enter into such cost sharing agreement, we may fail or be unable to complete the project, capture the expected amount of carbon dioxide per year, reduce health-harming pollutants or realize any of the other expected benefits from such agreement or the project. Our future results will suffer if we do not effectively manage our expanded operations.
Delek or its technology partners may fail or be unable to complete the project, capture the expected amount of carbon dioxide per year, reduce health-harming pollutants or realize any of the other expected benefits from such an agreement or the project. Our future results will suffer if we do not effectively manage our expanded operations.
As part of our strategy review process, we review hydrocarbon demand forecasts and assesses the impact on our business model, plans, and future estimates of reserves. In addition, we evaluate other lower-carbon technologies that could complement our existing assets, strategy and competencies as part of its long-term capital allocation strategy.
As part of our strategy review process, we review hydrocarbon demand forecasts and assesses the impact on our business model, plans, and future estimates of reserves. In addition, we evaluate other lower-carbon technologies that could complement our existing assets, strategy and competencies as part of its long-term capital allocation strategy. There is increased agency interest in polyfluoroalkyl substances, or PFAS.
Our borrowing availability under our various credit facilities as of December 31, 2024 was $1,509.1 million. Our level of debt could have important consequences for us.
Our borrowing availability under our various credit facilities as of December 31, 2025 was $1,620.8 million. Our level of debt could have important consequences for us.
Additionally, if any of these risks affect Delek Logistics' viability, its ability to serve our supply and distribution needs may be jeopardized. For additional information about Delek Logistics, see "Logistics Segment" under Item 1 & 2.
Additionally, if any of these risks affect Delek Logistics' viability, its ability to serve our supply and distribution needs may be jeopardized. For additional information about Delek Logistics, see "Logistics Segment" under Item 1 & 2. Business and Properties, of this Annual Report on Form 10-K.
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-2 regulations.
While we are able to obtain a portion of the RINs required for compliance by blending renewable fuels manufactured by third parties, 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.
If we are or become a USRPHC, so long as our common stock is regularly traded on an established securities market such as the NYSE, only a non-U.S. holder who, actually or constructively, holds or held during the lookback period more than five percent of our common stock will be subject to U.S. federal income tax on the disposition of our common stock. 44 | Risk Factors Our business requires us to make significant capital expenditures and to maintain and improve our refineries and logistics assets.
If we are or become a USRPHC, so long as our common stock is regularly traded on an established securities market such as the NYSE, only a non-U.S. holder who, actually or constructively, holds or held during the lookback period more than five percent of our common stock will be subject to U.S. federal income tax on the disposition of our common stock.
The occurrence of any of these factors could materially and adversely affect our business, financial condition or results of operations. We may not enter into a cost sharing agreement with the DOE’s Office of Clean Energy Demonstrations.
The occurrence of any of these factors could materially and adversely affect our business, financial condition or results of operations. We may not be successful in our cost sharing agreement with the DOE’s Office of Clean Energy Demonstrations. The Department of Energy's Office of Clean Energy Demonstrations may cancel the cost sharing agreement with the Delek.
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 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.
If we breach any of the restrictions or covenants in our debt agreements, a significant portion of our indebtedness may become immediately due and payable, and our lenders' commitments to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these immediate payments.
If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired. If we breach any of the restrictions or covenants in our debt agreements, a significant portion of our indebtedness may become immediately due and payable, and our lenders' commitments to make further loans to us may terminate.
A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including through the investment and voting practices of investment advisers, public pension funds, universities and other members of the investing community.
A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including through the investment and voting practices of investment advisers, public pension funds, universities and other members of the investing community. 33 | Risk Factors These activities include increasing attention and demands for action related to climate change, promoting the use of substitutes to fossil fuel products, litigation and encouraging the divestment of companies in the fossil fuel industry.
However, it is expected that further clarifications and changes may arise through implementing federal regulations, additional litigation over application of the Court’s decision, and/or state laws and regulations.
Environmental Protection Agency narrowed federal jurisdiction over wetlands under the CWA, which could reduce the level of regulation of our activities under the CWA. However, it is expected that further clarifications and changes may arise through implementing federal regulations, additional litigation over application of the Court’s decision, and/or state laws and regulations.
As a result of this uncertainty, we could face increased or unexpected operating costs or other impediments that could alter the way we conduct our business, which could in turn have a material adverse effect on our business, financial condition and results of operations.
As a result of this uncertainty, we could face increased or unexpected operating costs or other impediments that could alter the way we conduct our business, which could in turn have a material adverse effect on our business, financial condition and results of operations. 29 | Risk Factors Risks Related to Transportation Regulations We are subject to regulation by the DOT and various state agencies in connection with our pipeline, trucking and rail transportation operations.
We rely on information technology across our operations, including the control of our refinery processes, monitoring the movement of petroleum through our pipelines and terminals, and various other processes and transactions.
We rely on information technology in our operations, and any material failure, inadequacy, interruption, cyber-attack or security failure of that technology could harm our business. We rely on information technology across our operations, including the control of our refinery processes, monitoring the movement of petroleum through our pipelines and terminals, and various other processes and transactions.
Any compromise or breach of our information and payment technology systems could cause interruptions in our operations, damage our reputation, reduce our customers' willingness to visit our sites and conduct business with them, or expose us to litigation from customers or sanctions for violations of the Payment Card Industry Data Security Standards ("PCI-DSS').
A breach could also originate from, or compromise, our customers' and vendors' or other third-party networks outside of our control. Any compromise or breach of our information and payment technology systems could cause interruptions in our operations, damage our reputation, reduce our customers' willingness to visit our sites and conduct business with them, or expose us to litigation from customers.
In addition, our obligations under our credit facilities are secured by substantially all of our assets. If we are unable to timely repay our obligations under our credit facilities, the lenders could seek to foreclose on the assets, or we may be required to contribute additional capital to certain of our subsidiaries.
If we are unable to timely repay our obligations under our credit facilities, the lenders could seek to foreclose on the assets, or we may be required to contribute additional capital to certain of our subsidiaries. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.
In the future, we may incur substantial expenditures for investigation or remediation of contamination that has not been discovered at our current or former locations or locations that we may acquire, or at third party sites where hazardous substances from these locations may have been treated or disposed.
As a result of our purchase of Alon, if we are forced to incur costs or pay liabilities in connection with these indemnification obligations, such costs and payments could be significant. 40 | Risk Factors In the future, we may incur substantial expenditures for investigation or remediation of contamination that has not been discovered at our current or former locations or locations that we may acquire, or at third party sites where hazardous substances from these locations may have been treated or disposed.
Such disruptions could cause concern to our customers, strategic partners or other constituencies and may have a material impact on our business and operating results and volatility in our share price. 40 | Risk Factors There can be no assurance that this process will result in the pursuit or consummation of any potential transaction or strategy, or that any such potential transaction or strategy, if implemented, will provide greater value to our stockholders than that reflected in the price of our common stock.
There can be no assurance that this process will result in the pursuit or consummation of any potential transaction or strategy, or that any such potential transaction or strategy, if implemented, will provide greater value to our stockholders than that reflected in the price of our common stock.
In addition, actions such as those described above could cause significant fluctuations in the trading prices of our common stock based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
In addition, actions such as those described above could cause significant fluctuations in the trading prices of our common stock based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. 44 | Risk Factors Likewise, to the extent that we implement any proposals made by any of our shareholders, the resulting changes in our business, assets, results of operations and financial condition could be material and could have an impact, which may be material, on the market price of our common stock.
There are additional regulations specifically relating to the transportation industry, including integrity management of pipelines, testing and specification of equipment, product handling and labeling requirements and personnel qualifications.
These regulatory authorities exercise broad powers, governing activities such as the authorization to operate hazardous materials pipelines and engage in motor carrier operations. There are additional regulations specifically relating to the transportation industry, including integrity management of pipelines, testing and specification of equipment, product handling and labeling requirements and personnel qualifications.
A higher WACC, all other things being equal, will result in a lower valuation using a discounted cash flow model, which is an income approach of business valuation.
Rising interest rates may also adversely impact our weighted average cost of capital (“WACC”) which is used in the valuation of our reporting units for goodwill. A higher WACC, all other things being equal, will result in a lower valuation using a discounted cash flow model, which is an income approach of business valuation.
The advance notice provision requires disclosure of derivative positions, hedging transactions, short interests, rights to dividends and other similar positions of any stockholder proposing a director nomination, in order to promote full disclosure of such stockholder's economic interest in us.
The advance notice provision requires disclosure of derivative positions, hedging transactions, short interests, rights to dividends and other similar positions of any stockholder proposing a director nomination, in order to promote full disclosure of such stockholder's economic interest in us. 45 | Risk Factors The anti-takeover provisions of Delaware law and provisions in our organizational documents may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context.
The energy industry is highly capital intensive, and the entire or partial loss of individual facilities or multiple facilities can result in significant costs to both energy industry companies, such as us, and their insurance carriers.
The occurrence of a loss that is retained by us, or not fully covered by insurance, could have a material adverse effect on our business, financial condition and results of operations. 38 | Risk Factors The energy industry is highly capital intensive, and the entire or partial loss of individual facilities or multiple facilities can result in significant costs to both energy industry companies, such as us, and their insurance carriers.
Failure, or any perceived failure to provide such benefits, could impact our competitive position, which could in turn negatively affect our liquidity, business, financial condition and results of operations. 39 | Risk Factors We have capital needs to finance our crude oil and refined products inventory for which our internally generated cash flows or other sources of liquidity may not be adequate.
We have capital needs to finance our crude oil and refined products inventory for which our internally generated cash flows or other sources of liquidity may not be adequate.
We rely on Delek Logistics and third-party transportation systems for the delivery of crude oil to our refineries.
Interruptions or limitations in the supply and delivery of crude oil, or the supply and distribution of refined products, may negatively affect our refining operations and inhibit the growth of our refining operations. We rely on Delek Logistics and third-party transportation systems for the delivery of crude oil to our refineries.
The review process also requires significant time and attention from management, which could distract them from other tasks in operating our business or otherwise disrupt our business.
The review process also requires significant time and attention from management, which could distract them from other tasks in operating our business or otherwise disrupt our business. Such disruptions could cause concern to our customers, strategic partners or other constituencies and may have a material impact on our business and operating results and volatility in our share price.
Other restrictive covenants require that we meet certain financial covenants, including leverage coverage, fixed charge coverage and net worth tests, as described in the applicable credit agreements. In addition, the covenant requirements of our various credit agreements require us to make many subjective determinations pertaining to our compliance thereto and exercise good faith judgment in determining our compliance.
Other restrictive covenants require that we meet certain financial covenants, including leverage coverage, fixed charge coverage and net worth tests, as described in the applicable credit agreements.
Although the collective bargaining agreements contain provisions to discourage strikes or work stoppages, we cannot assure that strikes or work stoppages will not occur.
Although the collective bargaining agreements contain provisions to discourage strikes or work stoppages, we cannot assure that strikes or work stoppages will not occur. A strike or work stoppage could have a material adverse effect on our business, financial condition and results of operations.
Although credits have been readily available, there can be no assurance that such credits will continue to be available for purchase at reasonable prices, or at all, and we could have to implement capital projects in the future to reduce benzene levels. 31 | Risk Factors Risks Related to Water Emissions Regulations Our operations are also subject to the CWA, the OPA-90 and comparable state and local requirements regulating emissions into waterways, groundwater and wetlands.
We have purchased credits in the past to comply with these content requirements for two of our refineries. Although credits have been readily available, there can be no assurance that such credits will continue to be available for purchase at reasonable prices, or at all, and we could have to implement capital projects in the future to reduce benzene levels.
Our inability to complete, and/or realize the benefits of refinery projects in a cost-efficient and timely manner, could have a material adverse effect on our business, financial condition and results of operations.
Our inability to complete, and/or realize the benefits of refinery projects in a cost-efficient and timely manner, could have a material adverse effect on our business, financial condition and results of operations. 35 | Risk Factors We depend upon our logistics segment for a substantial portion of the crude oil supply and refined product distribution networks that serve our Tyler, Big Spring and El Dorado refineries.
As of December 31, 2024, we owned a 66.3% limited partner interest in Delek Logistics, consisting of 34,111,278 common limited partner units and the non-economic general partner interest. Delek Logistics operates a system of crude oil and refined product pipelines, distribution terminals and tankage in Arkansas, Louisiana, Oklahoma, Tennessee and Texas.
Delek Logistics operates a system of crude oil and refined product pipelines, distribution terminals and tankage in Arkansas, Louisiana, Oklahoma, Tennessee and Texas.
Additionally, our labor costs include the cost of providing employee benefits. Inflation, and other factors, could increase the costs of providing such benefits.
Additionally, our labor costs include the cost of providing employee benefits. Inflation, and other factors, could increase the costs of providing such benefits. Failure, or any perceived failure to provide such benefits, could impact our competitive position, which could in turn negatively affect our liquidity, business, financial condition and results of operations.
Therefore, a significant part, or all, of a business interruption loss or other types of loss could be retained by us. The occurrence of a loss that is retained by us, or not fully covered by insurance, could have a material adverse effect on our business, financial condition and results of operations.
Therefore, a significant part, or all, of a business interruption loss or other types of loss could be retained by us.

… 37 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+1 added−0 removed12 unchanged
Biggest changeEstablishing clear lines of ownership and accountability, along with regular and transparent communication among our standing Board committees, the Board of Directors and executives, is crucial for effectively handling cybersecurity risks and opportunities.
Biggest changeManagement Oversight Our senior leadership team is actively involved in cybersecurity governance, providing oversight of cybersecurity risks at the highest levels of our organization. Establishing clear lines of ownership and accountability, along with regular and transparent communication among our standing Board committees, the Board of Directors and executives, is crucial for effectively handling cybersecurity risks and opportunities.
Furthermore, we have reinforced our data protection capabilities by investing in both hardware and software. Recognizing that humans are often the most vulnerable element of even the most secure computer architectures, Delek conducts mandatory security awareness programs, including required training and phishing campaigns for our employees.
Furthermore, we have reinforced our data protection capabilities by investing in both hardware and software. Recognizing that humans are often the most vulnerable element of even the most secure computer architectures, Delek conducts mandatory security awareness programs, including required training and phishing campaigns for our employees and contractors.
Third parties are periodically engaged in the assessment of cybersecurity, including evaluating maturity under the National Institute for Security and Technology’s and the International Society of Automation/ International Electrotechnical Commission’s cybersecurity frameworks, testing informational and operational cyber defenses, controls, and reviews of policies and procedures. In 2021, the Board of Directors established the standing Technology Committee.
Third parties are periodically engaged in the assessment of cybersecurity, including evaluating maturity under the National Institute for Security and Technology’s and the International Society of Automation/ International Electrotechnical Commission’s cybersecurity frameworks, testing informational and operational cyber defenses, controls, and reviews of policies and procedures. The Board of Directors established the standing Technology Committee.
Building upon the success of the drill conducted in 2024 and previous years, we remain committed to continuous improvement and proactive preparedness in addressing potential challenges and effectively managing incidents. Delek has not experienced a significant cybersecurity breach or associated expenses, penalties, or settlements for the years ended December 31, 2024, 2023 and 2022.
Building upon the success of the drill conducted in 2025 and previous years, we remain committed to continuous improvement and proactive preparedness in addressing potential challenges and effectively managing incidents. Delek has not experienced a significant cybersecurity breach or associated expenses, penalties, or settlements for the years ended December 31, 2025, 2024 and 2023.
To assist in these efforts, the Board of Directors has assigned a number of cybersecurity related responsibilities to its standing committees while retaining overall responsibility for the oversight of Delek's cybersecurity activities. 51 | In overseeing cybersecurity risks, the Board of Directors follows the principles identified by the National Association of Corporate Directors in the oversight of cybersecurity risks.
To assist in these efforts, the Board of Directors has assigned a number of cybersecurity related responsibilities to its standing committees while retaining overall responsibility for the oversight of Delek's cybersecurity activities. 49 | In overseeing cybersecurity risks, the Board of Directors follows the principles identified by the National Association of Corporate Directors in the oversight of cybersecurity risks.
Our Chief Technology & Data Officer oversees a team of security professionals and regularly updates the Board of Directors on any potential risks and threats to the Company. Senior leadership including our Chief Technology & Data Officer and the Chief Information Security Officer brief the Board on information security matters multiple times throughout the year. 52 |
Our Chief Technology & Data Officer oversees a team of security professionals and regularly updates the Board of Directors on any potential risks and threats to the Company. Senior leadership including our Chief Technology & Data Officer and the Chief Information Security Officer brief the Board on information security matters multiple times throughout the year. 50 |
ITEM 1C. CYBERSECURITY Cybersecurity Related Matters Risk Management and Strategy We depend on IT and OT for various operations, including refinery processes, petroleum movement monitoring in pipelines and terminals, and other critical processes and transactions. We utilize IT and OT systems across our operations to capture accounting, technical and regulatory data for archiving, analysis, and reporting.
ITEM 1C. CYBERSECURITY Cybersecurity Related Matters Risk Management and Strategy IT and OT are critical to our operations, including refinery processes, petroleum movement monitoring in pipelines and terminals, and other mission-critical processes and transactions. We utilize IT and OT systems across our operations to capture accounting, technical and regulatory data for archiving, analysis, and reporting.
The Technology Committee’s designated focus on these areas of the Company’s digitalization, information and operational security policies help ensure strategic alignment of the Company’s strategies with information security and risk management. Management Oversight Our senior leadership team is actively involved in cybersecurity governance, providing oversight of cybersecurity risks at the highest levels of our organization.
The Technology Committee’s designated focus on these areas of the Company’s digitalization, information and operational security policies help ensure strategic alignment of the Company’s strategies with information security and risk management. We also continue to monitor the use of AI throughout our business and we have embedded responsible AI principles into our corporate framework.
Added
This ensures that any AI adoption supports long-term security, resilience, transparency, and trust. Delek’s AI Policy sets the foundation for responsible use of AI technologies. It emphasizes fairness, accountability, and compliance with regulatory standards. By prioritizing ethical design and deployment, we aim to reduce risks such as bias, misuse, and data breaches—aligning with our goals of integrity and social responsibility.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+3 added−0 removed2 unchanged
Biggest changeSee Note 14 to our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeSee Note 14 to our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information. Delek is pursuing litigation against the EPA based on its August 2025 small refinery exemption decisions.
Added
In September 2025, our subsidiary Alon Refining Krotz Springs, Inc. filed suit in the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Court of Appeals”) (case no. 25-1180) seeking review of the EPA’s decision that the refinery was ineligible for an exemption for the 2024 compliance year.
Added
Then, in October 2025, our subsidiaries Alon Refining Krotz Springs, Inc., Delek Refining, Ltd., Lion Oil Company, LLC and Alon USA, LP filed suit in the D.C. Court of Appeals (case numbers 25-1229, 1230, 1231, 1245) seeking review of the EPA’s decision to refund expired RINs for the 2019 to 2023 compliance years.
Added
Separately, in October 2025, Alon USA, LP filed suit in the 5th Circuit Court of Appeals (No. 25-60584) with a protective petition filed in the D.C. Court of Appeals (case no. 25-1246) seeking review of the EPA’s decision denying an exemption on the 2020 exemption petition of the Big Spring Refinery. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 53 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53 Item 6. Reserved 54 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 55 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 94
Biggest changeItem 4. Mine Safety Disclosures 51 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 51 Item 6. Reserved 52 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 53 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 88

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−1 removed1 unchanged
Biggest changeThis authorization has no expiration. Any share repurchases under the repurchase program may be implemented through open market transactions or in privately negotiated transactions, in accordance with applicable securities laws. The timing, price, and size of repurchases will be made at the discretion of management and will depend on prevailing market prices, general economic and market conditions and other considerations.
Biggest changeAs of December 31, 2025, there was $464.2 million of authorization remaining. This authorization has no expiration. Any share repurchases under the repurchase program may be implemented through open market transactions or in privately negotiated transactions, in accordance with applicable securities laws.
The repurchase program does not obligate us to acquire any particular amount of stock and does not expire. 53 | Market for Equity, Stockholder Matters, and Purchase of Equity Securities Performance Graph The Performance Graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
The repurchase program does not obligate us to acquire any particular amount of stock and does not expire. 51 | Market for Equity, Stockholder Matters, and Purchase of Equity Securities Performance Graph The Performance Graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information with respect to the purchase of shares of our common stock made during the three months ended December 31, 2024 by or on behalf of us or any “affiliated purchaser,” as defined by Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (inclusive of all purchases that have settled as of December 31, 2024).
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information with respect to the purchase of shares of our common stock made during the three months ended December 31, 2025 by or on behalf of us or any “affiliated purchaser,” as defined by Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (inclusive of all purchases that have settled as of December 31, 2025).
Each of the three measures of cumulative total return assumes reinvestment of dividends. The 2024 peer group is comprised of Calumet, Inc. (formerly Calumet Specialty Products Partners, L.P. ) (NASDAQ: CLMT), CVR Energy, Inc. (NYSE: CVI), HF Sinclair Corporation (NYSE: DINO) (formerly HollyFrontier Corporation (NYSE: HFC)), Marathon Petroleum Corporation (NYSE: MPC), Par Pacific Holdings, Inc. (NYSE: PARR), PBF Energy Inc.
Each of the three measures of cumulative total return assumes reinvestment of dividends. The 2025 peer group is comprised of Calumet, Inc. (formerly Calumet Specialty Products Partners, L.P. ) (NASDAQ: CLMT), CVR Energy, Inc. (NYSE: CVI), HF Sinclair Corporation (NYSE: DINO) (formerly HollyFrontier Corporation (NYSE: HFC)), Marathon Petroleum Corporation (NYSE: MPC), Par Pacific Holdings, Inc. (NYSE: PARR), PBF Energy Inc.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock is traded on the New York Stock Exchange under the symbol "DK." As of February 20, 2025, there were approximately 127 common stockholders of record.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock is traded on the New York Stock Exchange under the symbol "DK." As of February 20, 2026, there were approximately 127 common stockholders of record.
Our Board of Directors will consider the declaration of a dividend on a quarterly basis, although there is no assurance as to future dividends since they are dependent upon future earnings, capital requirements, our financial condition and other factors.
Dividends Our Board of Directors considers the declaration of a dividend on a quarterly basis, although there is no assurance as to future dividends since they are dependent upon future earnings, capital requirements, our financial condition and other factors.
The adjacent graph compares cumulative total returns for our stockholders to the Standard and Poor's 500 Stock Index and a market capitalization weighted peer group selected by management for the five-year period commencing December 31, 2019 and ending December 31, 2024. The graph assumes a $100 investment made on December 31, 2019.
The adjacent graph compares cumulative total returns for our stockholders to the Standard and Poor's 500 Stock Index and a market capitalization weighted peer group selected by management for the five-year period commencing December 31, 2020 and ending December 31, 2025. The graph assumes a $100 investment made on December 31, 2020.
This number does not include beneficial owners of our common stock whose stock is held in nominee or "street name" accounts through brokers. The transfer agent for our common stock is Equiniti Trust Company, LLC, 48 Wall Street, Floor 23, New York, NY 100005. Dividends On August 1, 2022, our Board of Directors voted to reinstate the quarterly cash dividend.
This number does not include beneficial owners of our common stock whose stock is held in nominee or "street name" accounts through brokers. The transfer agent for our common stock is Equiniti Trust Company, LLC, 48 Wall Street, Floor 23, New York, NY 100005.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 - October 31, 2024 548,275 $ 18.24 548,275 $ 555,054,643 November 1 - November 30, 2024 — — — 555,054,643 December 1 - December 31, 2024 677,592 16.97 677,592 543,555,020 Total 1,225,867 $ 17.54 1,225,867 N/A (1) On November 6, 2018, our Board of Directors authorized a share repurchase program for up to $500.0 million of Delek common stock.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 - October 31, 2025 — $ — — $ 484,172,533 November 1 - November 30, 2025 25,522 39.18 25,522 483,172,655 December 1 - December 31, 2025 560,043 33.93 560,043 464,172,587 Total 585,565 $ 34.15 585,565 N/A (1) The Board of Directors have approved a total amount for repurchases under Delek's aggregate stock repurchase program of $562.0 million.
Removed
On August 1, 2022 and September 3, 2024, the Board of Directors approved an approximately $170.3 million and $400.0 million increase, respectively, in the share repurchase authorization, bringing the total amount available for repurchases under current authorizations to $562.0 million. As of December 31, 2024, there was $543.6 million of authorization remaining under Delek's aggregate stock repurchase program.
Added
The timing, price, and size of repurchases will be made at the discretion of management and will depend on prevailing market prices, general economic and market conditions and other considerations.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

151 edited+58 added−121 removed108 unchanged
Biggest changeThe decrease was partially offset by the following: • an increase in the average effective interest rate of 79 basis points during the year ended December 31, 2024 compared to the year ended December 31, 2023 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding); and • debt extinguishment costs of $3.6 million in the year ended December 31, 2024 related to the payoff of the Delek Logistics Term Loan Facility and Delek Logistics 2025 Notes with proceeds from the Delek Logistics 2029 Notes issued in March 2024. 2023 vs. 2022 Interest expense, net was $318.0 million for the year ended December 31, 2023 compared to $195.8 million in 2022, an increase of $122.2 million, or 62.4% primarily due to the following: • an increase in the average effective interest rate of 390 basis points during the year ended December 31, 2023 compared to the year ended December 31, 2022 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding); and • an increase in net average borrowings outstanding (including the obligations under the supply and offtake agreements which have an associated interest charge) of approximately $151.0 million during the year ended December 31, 2023 (calculated as a simple average of beginning borrowings/obligations and ending borrowings/obligations for the period) compared to the year ended December 31, 2022.
Biggest changeThis increase was partially offset by the following: • a decrease in the average effective interest rate of 6 basis points during the year ended December 31, 2025 compared to the year ended December 31, 2024 (where effective interest rate is calculated as interest expense divided by the net average borrowings/obligations outstanding).
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. On September 30, 2024, the Retail Transaction closed.
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.
A high-level summary of the refinery activities is presented below: Tyler, Texas refinery El Dorado, Arkansas refinery Big Spring, Texas refinery Krotz Springs, Louisiana 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.
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.
Natural gas prices are driven by supply-side factors such as amount of natural gas production, level of natural gas in storage and import and export activity, while demand-side factors include variability of weather, economic growth and the availability and price of other fuels.
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.
Additionally, while our current Net RINs Obligation reflects current RINs market prices as of December 31, 2024, the financial statement impact, including both the income statement and net cash impact of future changes to enacted Renewable Volume Obligation rates, is not determinable because of the complexity of the Net RINs Obligation and related transactions, where such financial statement impact is dependent upon the following: (1) the composition of the specific Net RINs Obligation (in terms of the vintages of RINs we currently own versus the waived RINs Obligation) and the related market prices at the date each volumetric requirement change is enacted; (2) the composition of our RINs forward commitment contracts that may be settled or positions closed as a result of any enacted change and the related gains or losses; (3) the settlement requirements of related RINs product financing arrangements; and (4) the quantity of and dates at which excess RINs can be sold and the sales price (see also Note 12, Note 13 and Note 19 as well as our related accounting policies related to RINs included in Note 2 of our consolidated financial statements included in Item 8.
Additionally, while our current Net RINs Obligation reflects current RINs market prices as of December 31, 2025, the financial statement impact, including both the income statement and net cash impact of future changes to enacted Renewable Volume Obligation rates, is not determinable because of the complexity of the Net RINs Obligation and related transactions, where such financial statement impact is dependent upon the following: (1) the composition of the specific Net RINs Obligation (in terms of the vintages of RINs we currently own versus the waived RINs Obligation) and the related market prices at the date each volumetric requirement change is enacted; (2) the composition of our RINs forward commitment contracts that may be settled or positions closed as a result of any enacted change and the related gains or losses; (3) the settlement requirements of related RINs product financing arrangements; and (4) the quantity of and dates at which excess RINs can be sold and the sales price (see also Note 12, Note 13 and Note 19 as well as our related accounting policies related to RINs included in Note 2 of our consolidated financial statements included in Item 8.
Gulf Coast Pipeline No. 2 heating oil (high sulfur diesel). For 2024, 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).
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).
For this reason, unfavorable Gulf Coast (Henry Hub) differentials can impact our crack spread capture. 78 | Management's Discussion and Analysis The cost to acquire the refined fuel products we sell to our wholesale customers in our logistics segment largely depends on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation.
For this reason, unfavorable Gulf Coast (Henry Hub) differentials can impact our crack spread capture. 73 | Management's Discussion and Analysis The cost to acquire the refined fuel products we sell to our wholesale customers in our logistics segment largely depends on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation.
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 H20 Midstream Acquisition, the Delaware Gathering Acquisition and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies; • diminishment in value of long-lived assets may result in an impairment in the carrying value of the assets on our balance sheet and a resultant loss recognized in the statement of operations; • the impact on commercial activity and other economic effects of any widespread public health crisis, including uncertainty regarding the timing, pace and extent of economic recovery following any such crisis; • general economic and business conditions affecting the southern, southwestern and western U.S., particularly levels of spending related to travel and tourism; • volatility under our derivative instruments; • deterioration of creditworthiness or overall financial condition of a material counterparty (or counterparties); • unanticipated increases in cost or scope of, or significant delays in the completion of, our capital improvement safety initiative and periodic turnaround projects; • risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our pipelines and/or held in our terminals; • operating hazards, natural disasters, weather related disruptions, casualty losses and other matters beyond our control; • increases in our debt levels or costs; • possibility of accelerated repayment on a portion of our Inventory Intermediation Agreement obligation if the purchase price adjustment feature triggers a change on the re-pricing dates; • changes in our ability to continue to access the credit markets; • compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements; • changes in our ability to pay dividends; • 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 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 war between Israel and Hamas and the Russia-Ukraine War; • future decisions by OPEC regarding production and pricing and disputes between OPEC+ members regarding the same; • disruption, failure, or cybersecurity breaches affecting or targeting our 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.
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, particularly levels of spending related to travel and tourism; • volatility under our derivative instruments; • deterioration of creditworthiness or overall financial condition of a material counterparty (or counterparties); • unanticipated increases in cost or scope of, or significant delays in the completion of, our capital improvement safety initiative and periodic turnaround projects; • risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our pipelines and/or held in our terminals; • operating hazards, natural disasters, weather related disruptions, casualty losses, and other matters beyond our control; • increases in our debt levels or costs; • possibility of accelerated repayment on a portion of our Inventory Intermediation Agreement obligation if the purchase price adjustment feature triggers a change on the re-pricing dates; • changes in our ability to continue to access the credit markets; • compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements; • changes in our ability to pay dividends; • 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 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 OPEC and OPEC+ regarding production and pricing and disputes between OPEC+ members regarding the same; • disruption, failure, or cybersecurity breaches affecting or targeting our 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.
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.
Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian Basin, and we do not currently have the capability at our refineries to switch our energy consumption to utilize alternative sources of fuel.
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 66 | Management's Discussion and Analysis The charts below illustrate the quarterly average prices of CBOB, HSD and ULSD over the past three years.
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 63 | Management's Discussion and Analysis The charts below illustrate the quarterly average prices of CBOB, HSD and ULSD over the past three years.
(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/ WTS price differential, taking into account differences in production yield, is an important measure for helping us make strategic, market-respondent production decisions.
(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.
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 December 31, 2024.
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 December 31, 2025.
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.
Within Delek’s geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian Basin, coinciding with the physical locations of our refineries.
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 over the past three years. 67 | Management's Discussion and Analysis RIN Volatility Environmental regulations and the political environment continue to affect our refining margins in the form of volatility in the price of RINs .
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 over the past three years. 64 | Management's Discussion and Analysis RIN Volatility Environmental regulations and the political environment continue to affect our refining margins in the form of volatility in the price of RINs .
Refiners and other large-volume fuel consumers may be more or less susceptible to volatility in natural gas prices depending on their consumption levels as well as their capabilities to switch to more economical sources of fuel/energy. Additionally, geographic location of facilities make consumers vulnerable to price differentials of natural gas available at different supply hubs.
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.
Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. 93 | Management's Discussion and Analysis Business Combinations We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date in accordance with the provisions of ASC 805, Business Combinations ("ASC 805").
Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. 87 | Management's Discussion and Analysis Business Combinations We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date in accordance with the provisions of ASC 805, Business Combinations ("ASC 805").
As of December 31, 2024, 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 11 of our consolidated financial statements included in Item 8.
As of December 31, 2025, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 11 of our consolidated financial statements included in Item 8.
Such restrictions would generally remain in place until such quarter that we return to compliance under the applicable incurrence based covenants.
Such restrictions would generally remain in place until such a quarter that we return to compliance under the applicable incurrence based covenants.
Refer to the cash flow section for our operating activities spend during the year ended December 31, 2024. 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 cash flow section for our operating activities spend during the year ended December 31, 2025. While many of the expenses related to the operating activities are variable in nature, some of the expenditures can be somewhat fixed in the short-term due to forward planning on our level of activity.
We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise. 56 | Management's Discussion and Analysis Executive Summary: Management's View of Our Business and Strategic Overview Management's View of Our Business We are an integrated downstream energy business focused on petroleum refining and the transportation, storage and wholesale distribution of crude oil, intermediate and refined products as well as wastewater processing and disposal.
We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise. 54 | Management's Discussion and Analysis Executive Summary: Management's View of Our Business and Strategic Overview Management's View of Our Business We are an integrated downstream energy business focused on petroleum refining and the transportation, storage and wholesale distribution of crude oil, intermediate and refined products as well as wastewater processing, disposal, and recycling.
Floating interest rate debt is calculated using December 31, 2024 rates. For additional information, see Note 11 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
Floating interest rate debt is calculated using December 31, 2025 rates. For additional information, see Note 11 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage our RINs Obligations. On a consolidated basis, we work to balance our RINs Obligation in order to minimize the effect of RINs prices on our results.
We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs of our 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.
For the 2023 annual impairment assessment, we performed a qualitative assessment on the reporting units in our refining segment, as we determined it was more likely than not that the fair value of the reporting units exceeded the carrying value.
For the 2025 and 2023 annual impairment assessment, we performed a qualitative assessment on the reporting units in our refining segment, as we determined it was not more likely than not that the fair value of the reporting units exceeded the carrying value.
Forward-looking statements include, among other things, statements that refer to the Delaware Gathering Acquisition, the H2O Midstream Acquisition and 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 the Russia-Ukraine 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 Stores, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts.
Forward-looking statements include, among other things, statements that refer to the H2O Midstream Acquisition and 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 Russia-Ukraine War and the Israel-Hamas War, financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, including the sale of our Retail Stores, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts.
For additional information, see Note 5 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this 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.
For additional information, see our consolidated financial statements in Item 8. Financial Statements and Supplementary Data, of this 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.
In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our 55 | Management's Discussion and Analysis historical performance to anticipate future results or period trends.
In 53 | Management's Discussion and Analysis 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.
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.
Strategic Initiatives For 2026, we will continue to focus on furthering our "sum of the parts" efforts, focusing on the following: • Execute on our strategic initiatives, which may include opportunities to monetize our investment in Delek Logistics.
Financial Statements and Supplementary Data, of this Annual Report on Form 10-K). Additionally, we were in compliance with covenants during the quarter ended December 31, 2024.
Financial Statements and Supplementary Data, of this Annual Report on Form 10-K). Additionally, we were in compliance with covenants during the quarter ended December 31, 2025.
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 LPG are less likely to move in parallel with crude cost.
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.
Additionally, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, or to pay dividends 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.
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.
(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancelable terms in excess of one year as of December 31, 2024. (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.
(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of December 31, 2025. (3) We have purchase commitments to secure certain quantities of crude oil, finished product and other resources used in production at both fixed and market prices.
Refer to the 'Capital Spending' section for our capital expenditures for the year ended December 31, 2024 and our anticipated cash requirements for planned capital expenditures for the full year 2024. 92 | Management's Discussion and Analysis Critical Accounting Estimates The fundamental objective of financial reporting is to provide useful information that allows a reader to comprehend our business activities.
Refer to the 'Capital Spending' section for our capital expenditures for the year ended December 31, 2025 and our anticipated cash requirements for planned capital expenditures for the full year 2025. 86 | Management's Discussion and Analysis Critical Accounting Estimates The fundamental objective of financial reporting is to provide useful information that allows a reader to comprehend our business activities.
It is comprised of the consolidated balance sheet and results of operations of Delek Logistics (NYSE: DKL), where we owned a 66.3% interest at December 31, 2024. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets.
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 December 31, 2025. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets.
As of December 31, 2024, our total long-term indebtedness (as defined in Note 11 of the consolidated financial statements included in Item 8.
As of December 31, 2025, our total long-term indebtedness (as defined in Note 11 of the consolidated financial statements included in Item 8.
For the 2024 annual impairment assessment, we performed a qualitative assessment on the reporting units in our logistics segment, which did not result in an impairment charge nor did our analysis reflect any reporting units at risk.
For the 2025 and 2024 annual impairment assessments, we performed a qualitative assessment on the reporting units in our logistics segment, which did not result in an impairment charge nor did our analysis reflect any reporting units at risk.
Our product financing liabilities consisted primarily of RIN financings as of December 31, 2024, and totaled $185.9 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.
Our product financing liabilities consisted primarily of RIN financings as of December 31, 2025, and totaled $243.8 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.
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.
These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include: • EBITDA - calculated as net income (loss) attributable to Delek adjusted to add back interest expense, income tax expense, depreciation, amortization and proportional interest, taxes, depreciation and amortization of equity method investments; and • Refining margin - calculated as gross margin (which we define as sales minus cost of sales) adjusted for operating expenses and depreciation and amortization included in cost of sales.
The impairment was predominantly driven by depressed crack spread pricing in the near term combined with an increased discount rate. As part of our assessment, the aggregate fair value of all reporting units have been reconciled to our market capitalization for reasonableness.
The impairment was predominantly driven by depressed crack spread pricing in the near term combined with an increased discount rate. As part of our quantitative assessment, the aggregate fair value of all reporting units were reconciled to our market capitalization for reasonableness.
Gulf Coast high sulfur diesel (per gallon) $ 1.98 $ 1.85 $ 2.90 Natural gas (per MMBTU) $ 2.42 $ 2.66 $ 6.54 (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 high sulfur diesel (per gallon) $ 2.00 $ 1.98 $ 1.85 Natural gas (per MMBTU) $ 3.62 $ 2.42 $ 2.66 (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.
If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, sustained decrease in the crack spreads, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required.
If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required.
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 to shut down, lower refined products inventory and crude oil demand to continue to rise.
Many uncertainties remain in 2026 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.
(4) Excludes jet fuel and petroleum coke. (5) 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.
(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.
Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash dividends and fund operational capital expenditures. On February 18, 2025, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock.
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 February 18, 2026, our Board of Directors approved a quarterly cash dividend of $0.2550 per share of our common stock.
Total unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,509.1 million.
Total unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,620.8 million.
Cash outlays in 2025 are planned to include incentive compensation payments that were earned and accrued in 2024. In line with our long-term sustainable strategy, future cash requirements will include initiatives to build on our long-term sustainable business model, ESG initiatives and sum of the parts initiatives.
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.
At December 31, 2024 our total liquidity amounted to $2,244.7 million comprised primarily of $1,509.1 million in unused credit commitments under our revolving credit facilities (as discussed in Note 11 of our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K) and $735.6 million in cash and cash equivalents.
At December 31, 2025, our total liquidity amounted to $2,246.6 million comprised primarily of $1,620.8 million in unused credit commitments under our revolving credit facilities (as discussed in Note 11 of our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K) and $625.8 million in cash and cash equivalents.
Refer to Note 5 of the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.
Refer to Note 13 and Note 20 of our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.
Refer to Note 14 of the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.
Refer to Note 13 and Note 23 of our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information.
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 2024, we made steady progress on our "sum of the parts" efforts.
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.
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 over the past three years.
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.
GAAP financial measures. 69 | Management's Discussion and Analysis Non-GAAP Reconciliations The following table provides a reconciliation of segment EBITDA to the most directly comparable U.S.
GAAP financial measures. 66 | Management's Discussion and Analysis Non-GAAP Reconciliations The following table provides a reconciliation of EBITDA attributable to Delek to the most directly comparable U.S.
Cash Flows from Financing Activities Continuing Operations Net cash provided by financing activities from continuing operations was $221.7 million for the year ended December 31, 2024, compared to cash used of $624.7 million in the comparable 2023 period.
Cash Flows from Financing Activities Continuing Operations Net cash provided by financing activities from continuing operations was $52.3 million for the year ended December 31, 2025, compared to cash provided of $221.7 million in the comparable 2024 period.
Management measures the operating performance of each of its reportable segments based on the segment EBITDA. 71 | Management's Discussion and Analysis Results of Operations Consolidated Results of Operations — Comparison of the Year Ended December 31, 2024 versus the Year Ended December 31, 2023 and the Year Ended December 31, 2023 versus the Year Ended December 31, 2022 Net (Loss) Income 2024 vs. 2023 Consolidated net loss for the year ended December 31, 2024 was $520.9 million compared to a net income of $46.7 million for the year ended December 31, 2023.
Management measures the operating performance of each of its reportable segments based on the segment EBITDA. 68 | Management's Discussion and Analysis Results of Operations Consolidated Results of Operations — Comparison of the Year Ended December 31, 2025 versus the Year Ended December 31, 2024 Net Income (Loss) 2025 vs. 2024 Consolidated net income for the year ended December 31, 2025 was $43.3 million compared to a net loss of $520.9 million for the year ended December 31, 2024.
In addition, in January 2025, the Logistics segment successfully closed the Gravity Acquisition which includes integrated full-cycle water systems in the Permian Basin, in addition to produced water gathering, and transportation assets in the Bakken, and along with the H2O Midstream Acquisition, provide a strong opportunity for integrated crude and water services to Delek Logistics customers.
Our logistics segment (or "Logistics") successfully closed the Gravity Acquisition which includes integrated full-cycle water systems in the Permian Basin, in addition to produced water gathering, and transportation assets in the Bakken, and along with the H2O Midstream Acquisition acquired in the third quarter of 2024, provide a strong opportunity for integrated crude and water services to Delek Logistics customers.
The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (as defined in Note 11 of the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K).
Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (as defined in Note 11 of the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K).
We may consider inputs such as WACC, forecasted crack spreads, gross margin, capital expenditures, and long-term growth rate based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates.
We may consider inputs such as a market participant WACC, gross margin, future volumes, capital expenditures and long-term growth rates based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates.
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 Citigroup Energy Inc. ("Citi") was $408.7 million at December 31, 2024.
Such arrangements include our inventory intermediation arrangement, which finances a significant portion of our first-in, first-out inventory at the refineries and, from time to time, RINs or other non-inventory product financing liabilities and funded letters of credit. Our long-term inventory intermediation obligation with Citi was $119.5 million at December 31, 2025.
See tables below. 81 | Management's Discussion and Analysis Included in the refinery statistics above are the following sales to other segments: Refinery Sales to Other Segments Year Ended December 31, (in barrels per day) 2024 2023 2022 Big Spring refined product sales to other Delek segments 18,053 21,165 19,828 Pricing Statistics (average for the period presented) Year Ended December 31, 2024 2023 2022 WTI — Cushing crude oil (per barrel) $ 75.88 $ 77.69 $ 94.62 WTI — Midland crude oil (per barrel) $ 76.85 $ 78.90 $ 95.93 WTS — Midland crude oil (per barrel) $ 75.95 $ 77.61 $ 94.29 LLS (per barrel) $ 78.30 $ 80.18 $ 96.85 Brent (per barrel) $ 79.84 $ 82.21 $ 99.06 U.S.
See tables below. 76 | Management's Discussion and Analysis Included in the refinery statistics above are the following sales to other segments: Refinery Sales to Other Segments Year Ended December 31, (in barrels per day) 2025 2024 2023 Big Spring refined product sales to other Delek segments 10,575 18,053 21,165 Pricing Statistics (average for the period presented) Year Ended December 31, 2025 2024 2023 WTI — Cushing crude oil (per barrel) $ 64.87 $ 75.88 $ 77.69 WTI — Midland crude oil (per barrel) $ 65.59 $ 76.85 $ 78.90 WTS — Midland crude oil (per barrel) $ 64.71 $ 75.95 $ 77.61 LLS (per barrel) $ 67.15 $ 78.30 $ 80.18 Brent (per barrel) $ 68.19 $ 79.84 $ 82.21 U.S.
Our near-term focus is centered around the following: (1) operations excellence, (2) financial strength and flexibility and (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams.
Our near-term focus is centered around the following: (1) operational excellence, (2) financial strength and flexibility, (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams, (4) continuing our EOP efforts to enhance margin and cash flow and (5) return to investors.
Consolidated net loss attributable to Delek for the year ended December 31, 2024 was $560.4 million, or $(8.77) per basic share, compared to income of $19.8 million, or $0.30 per basic share, for the year ended December 31, 2023.
Consolidated net loss attributable to Delek for the year ended December 31, 2025 was $22.8 million, or $(0.38) per basic share, compared to a loss of $560.4 million, or $(8.77) per basic share, for the year ended December 31, 2024.
Inventory Intermediation Agreement Amendment On February 21, 2025, DK Trading & Supply, LLC ("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.
("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.
GAAP measure, gross margin: Reconciliation of refining margin to gross margin (in millions) Refining Segment Year Ended December 31, 2024 2023 2022 Total revenues $ 11,783.0 $ 16,406.9 $ 19,763.0 Cost of sales 12,009.5 16,095.7 19,240.4 Gross margin $ (226.5) $ 311.2 522.6 Add back (items included in cost of sales): Operating expenses (excluding depreciation and amortization) 596.6 619.2 622.5 Depreciation and amortization 265.5 234.2 205.4 Refining margin $ 635.6 $ 1,164.6 $ 1,350.5 70 | Management's Discussion and Analysis Summary Financial and Other Information The following table provides summary financial data for Delek (in millions): Summary Statement of Operations Data (1) Year Ended December 31, 2024 2023 2022 Net revenues $ 11,852.2 $ 16,467.2 $ 19,801.0 Cost of sales: Cost of materials and other 10,781.8 14,825.3 18,071.4 Operating expenses (excluding depreciation and amortization presented below) 763.8 770.6 718.1 Depreciation and amortization 349.7 322.8 263.8 Total cost of sales 11,895.3 15,918.7 19,053.3 Insurance proceeds (20.6) (20.3) (31.2) Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 3.4 4.4 8.6 General and administrative expenses 252.8 272.0 313.7 Depreciation and amortization 24.8 16.7 11.2 Asset impairment 243.5 37.9 — Other operating income, net (55.5) (6.9) (12.1) Total operating costs and expenses 12,343.7 16,222.5 19,343.5 Operating (loss) income (491.5) 244.7 457.5 Interest expense, net 313.0 318.0 195.8 Income from equity method investments (92.2) (86.2) (57.7) Other income, net (6.3) (3.7) (2.4) Total non-operating expenses, net 214.5 228.1 135.7 (Loss) income from continuing operations before income tax (benefit) expense (706.0) 16.6 321.8 Income tax (benefit) expense (107.9) (3.0) 56.4 (Loss) income from continuing operations, net of tax (598.1) 19.6 265.4 Discontinued operations: Income from discontinued operations, including gain on sale of discontinued operations 105.9 35.2 32.6 Income tax expense 28.7 8.1 7.5 Income from discontinued operations, net of tax 77.2 27.1 25.1 Net (loss) income (520.9) 46.7 290.5 Non-controlling interests 39.5 26.9 33.4 Net (loss) income attributable to Delek $ (560.4) $ 19.8 $ 257.1 (1) This information is presented at a summary level for your reference.
GAAP measure, gross margin: Reconciliation of refining margin to gross margin (in millions) Refining Segment Year Ended December 31, 2025 2024 2023 Total revenues $ 10,551.3 $ 11,783.0 $ 16,406.9 Cost of sales 10,042.0 12,009.5 16,095.7 Gross margin $ 509.3 $ (226.5) 311.2 Add back (items included in cost of sales): Operating expenses (excluding depreciation and amortization) 614.6 596.6 619.2 Depreciation and amortization 270.0 265.5 234.2 Refining margin $ 1,393.9 $ 635.6 $ 1,164.6 67 | Management's Discussion and Analysis Summary Financial and Other Information The following table provides summary financial data for Delek (in millions): Summary Statement of Operations Data (1) Year Ended December 31, 2025 2024 2023 Net revenues $ 10,722.9 $ 11,852.2 $ 16,467.2 Cost of sales: Cost of materials and other 8,873.6 10,781.8 14,825.3 Operating expenses (excluding depreciation and amortization presented below) 862.9 763.8 770.6 Depreciation and amortization 374.3 349.7 322.8 Total cost of sales 10,110.8 11,895.3 15,918.7 Insurance proceeds (0.1) (20.6) (20.3) Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 9.0 3.4 4.4 General and administrative expenses 269.5 252.8 272.0 Depreciation and amortization 23.5 24.8 16.7 Asset impairment 17.7 243.5 37.9 Other operating income, net (8.5) (55.5) (6.9) Total operating costs and expenses 10,421.9 12,343.7 16,222.5 Operating income (loss) 301.0 (491.5) 244.7 Interest expense, net 345.3 313.0 318.0 Income from equity method investments (89.5) (92.2) (86.2) Other expense (income), net 6.3 (6.3) (3.7) Total non-operating expenses, net 262.1 214.5 228.1 Income (loss) from continuing operations before income tax expense (benefit) 38.9 (706.0) 16.6 Income tax benefit (6.8) (107.9) (3.0) Income (loss) from continuing operations, net of tax 45.7 (598.1) 19.6 Discontinued operations: (Loss) income from discontinued operations, including gain on sale of discontinued operations (3.0) 105.9 35.2 Income tax (benefit) expense (0.6) 28.7 8.1 (Loss) income from discontinued operations, net of tax (2.4) 77.2 27.1 Net income (loss) 43.3 (520.9) 46.7 Net income attributed to non-controlling interests 66.1 39.5 26.9 Net (loss) income attributable to Delek $ (22.8) $ (560.4) $ 19.8 (1) This information is presented at a summary level for your reference.
The decrease was primarily driven by the following: • a decrease in the average price of U.S. Gulf Coast gasoline of 9.0% and ULSD of 13.2%; • a decrease in wholesale activity; 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.
The decrease was primarily driven by the following: • a decrease in the average price of U.S. Gulf Coast gasoline of 10.3% and ULSD of 6.4%. These decreases were partially offset by the following: • an increase in sales volumes (including purchased products); • an increase in the average price of U.S. Gulf Coast HSD of 1.0%.
Gulf Coast unleaded gasoline (per gallon) $ 2.13 $ 2.34 $ 2.77 Gulf Coast ultra-low sulfur diesel (per gallon) $ 2.36 $ 2.72 $ 3.46 U.S.
Gulf Coast unleaded gasoline (per gallon) $ 1.91 $ 2.13 $ 2.34 Gulf Coast ultra-low sulfur diesel (per gallon) $ 2.21 $ 2.36 $ 2.72 U.S.
These factors will help absorb the recent additions in global supply and balance the market over the next 6 to 12 months. We expect crack spreads to be relatively consistent with 2024. 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.
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, Europe, and South America could potentially result in supply disruptions or further volatility in crude oil and refined products prices.
As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360 to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets.
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.
Depreciation and Amortization 2024 vs. 2023 Depreciation and amortization (included in both cost of sales and other operating expenses) was $374.5 million for the year ended December 31, 2024 compared to $339.5 million in 2023, an increase of $35.0 million, or 10.3%.
Depreciation and Amortization 2025 vs. 2024 Depreciation and amortization (included in both cost of sales and other operating expenses) was $397.8 million for the year ended December 31, 2025 compared to $374.5 million for the year ended December 31, 2024, an increase of $23.3 million, or 6.2%.
Our logistics segment purchased product from our refining segment of $353.5 million and $396.3 million for the years ended December 31, 2024 and 2023, respectively.
Our logistics segment purchased product from our refining segment for $342.2 million and $353.5 million for the years ended December 31, 2025 and December 31, 2024, respectively.
The decrease was primarily driven by the following: • for the year ended December 31, 2023, we recognized a gain of $10.3 million for insurance proceeds related to property damage from the 2022 Big Spring refinery fire and the 2021 freeze events, compared to $0.1 million of property damage insurance proceeds in the 2022 period related to the freeze events that occurred in 2021; and • for the year ended December 31, 2023, we recognized $10.0 million of business interruption claims related to the 2021 El Dorado refinery fire and the 2021 freeze events, compared to $31.1 million of business interruption claims in the 2022 period related to the 2021 El Dorado refinery fire and the 2021 freeze events.
The decrease was primarily driven by the following: • For the year ended December 31, 2025, we recognized $0.1 million of business interruption insurance recoveries compared to $20.6 million of insurance proceeds related to property damage from the 2021 El Dorado refinery fire, the 2021 freeze events and the 2022 Big Spring refinery fire for the year ended December 31, 2024.
Financial Statements and Supplementary Data, of this Annual Report on Form 10-K and further discussed in the ''Environmental Credits and Related Regulatory Obligations" accounting policy included in Note 2 to our consolidated financial statements in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
(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 this Annual Report on Form 10-K.
Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information. 73 | Management's Discussion and Analysis Operating Expenses 2024 vs. 2023 Operating expenses (included in both cost of sales and other operating expenses) were $767.2 million for the year ended December 31, 2024 compared to $775.0 million in year ended December 31, 2023, a decrease of $7.8 million, or 1.0%.
Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information. 69 | Management's Discussion and Analysis Operating Expenses 2025 vs. 2024 Operating expenses (included in both cost of sales and other operating expenses) were $871.9 million for the year ended December 31, 2025 compared to $767.2 million for the year ended December 31, 2024, an increase of $104.7 million, or 13.6%.
The Krotz Springs refinery’s crude oil input is primarily comprised of LLS and WTI Midland. 82 | Management's Discussion and Analysis Refining Segment Operational Comparison of the Year Ended December 31, 2024 versus the Year Ended December 31, 2023 and the Year Ended December 31, 2023 versus the Year Ended December 31, 2022 Revenues 2024 vs. 2023 Revenues for the refining segment decreased $4,623.9 million, or 28.2%, in the year ended December 31, 2024 compared to the year ended December 31, 2023.
The Krotz Springs refinery’s crude oil input is primarily comprised of LLS and WTI Midland. 77 | Management's Discussion and Analysis Refining Segment Operational Comparison of the Year Ended December 31, 2025 versus the Year Ended December 31, 2024 Revenues 2025 vs. 2024 Revenues for the refining segment decreased $1,231.7 million, or 10.5%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.
Refinery Statistics Year Ended December 31, 2024 2023 2022 Total Refining Segment Days in period 366 365 365 Total sales volume - refined product (average bpd) (1) 301,834 298,617 299,004 Total production (average bpd) 292,817 291,802 290,041 Crude oil 281,271 278,231 281,205 Other feedstocks 15,380 15,998 10,558 Total throughput (average bpd): 296,651 294,229 291,763 Crude Slate: (% based on amount received in period) WTI crude oil 69.9 % 73.0 % 68.2 % Gulf Coast Sweet Crude 7.3 % 4.3 % 7.8 % Local Arkansas crude oil 3.4 % 4.0 % 4.1 % Other 19.4 % 18.7 % 19.9 % Crude utilization (% based on nameplate capacity) 93.1 % 92.1 % 93.1 % 79 | Management's Discussion and Analysis Refinery Statistics (continued) Year Ended December 31, 2024 2023 2022 Tyler, TX Refinery Days in period 366 365 365 Products manufactured (average bpd): Gasoline 35,723 33,442 36,847 Diesel/Jet 31,755 28,670 31,419 Petrochemicals, LPG, NGLs 2,319 2,341 2,114 Other 849 1,691 1,825 Total production 70,646 66,144 72,205 Throughput (average bpd): Crude Oil 70,009 63,210 70,114 Other feedstocks 2,299 3,617 2,604 Total throughput 72,308 66,827 72,718 Per barrel of throughput: Operating expenses $ 5.04 $ 5.08 $ 5.24 Crude Slate: (% based on amount received in period) WTI crude oil 79.2 % 79.5 % 84.7 % East Texas crude oil 20.4 % 20.5 % 15.0 % Other 0.4 % — % 0.3 % El Dorado, AR Refinery Days in period 366 365 365 Products manufactured (average bpd): Gasoline 38,215 38,868 38,738 Diesel 29,843 30,061 30,334 Petrochemicals, LPG, NGLs 1,205 1,495 1,255 Asphalt 8,739 7,711 7,782 Other 1,237 877 1,200 Total production 79,239 79,012 79,309 Throughput (average bpd): Crude Oil 77,993 77,423 76,806 Other feedstocks 2,886 3,262 3,646 Total throughput 80,879 80,685 80,452 Per barrel of throughput: Operating expenses $ 4.65 $ 4.59 $ 4.61 Crude Slate: (% based on amount received in period) WTI crude oil 66.5 % 67.3 % 55.1 % Local Arkansas crude oil 12.2 % 14.0 % 15.3 % Other 21.3 % 18.7 % 29.6 % 80 | Management's Discussion and Analysis Refinery Statistics (continued) Year Ended December 31, 2024 2023 2022 Big Spring, TX Refinery Days in period 366 365 365 Products manufactured (average bpd): Gasoline 33,888 32,386 30,689 Diesel/Jet 25,157 22,390 22,125 Petrochemicals, LPG, NGLs 4,710 3,593 2,942 Asphalt 2,774 1,983 1,721 Other 3,883 3,129 1,481 Total production 70,412 63,481 58,958 Throughput (average bpd): Crude oil 66,123 60,236 59,476 Other feedstocks 4,975 4,223 191 Total throughput 71,098 64,459 59,667 Per barrel of refined throughput: Operating expenses $ 6.66 $ 7.92 $ 7.48 Crude Slate: (% based on amount received in period) WTI crude oil 70.4 % 68.5 % 70.1 % WTS crude oil 29.6 % 31.5 % 29.9 % Krotz Springs, LA Refinery Days in period 366 365 365 Products manufactured (average bpd): Gasoline 34,268 40,805 34,370 Diesel/Jet 28,125 31,589 31,576 Heavy Oils 3,641 3,785 2,418 Petrochemicals, LPG, NGLs 4,942 6,525 6,749 Other 1,544 460 4,458 Total production 72,520 83,164 79,571 Throughput (average bpd): Crude Oil 67,146 77,362 74,808 Other feedstocks 5,220 4,896 4,118 Total throughput 72,366 82,258 78,926 Per barrel of throughput: Operating expenses $ 5.23 $ 4.96 $ 5.25 Crude Slate: (% based on amount received in period) WTI Crude 63.7 % 77.4 % 63.4 % Gulf Coast Sweet Crude 29.7 % 15.1 % 29.8 % Other 6.6 % 7.5 % 6.8 % (1) Includes inter-refinery sales and sales to other segments which are eliminated in consolidation.
Refinery Statistics Year Ended December 31, 2025 2024 2023 Total Refining Segment Days in period 365 366 365 Total sales volume - refined product (average bpd) (1) 306,152 301,834 298,617 Total production (average bpd) 299,836 292,817 291,802 Crude oil 285,496 281,271 278,231 Other feedstocks 18,161 15,380 15,998 Total throughput (average bpd): 303,657 296,651 294,229 Crude Slate: (% based on amount received in period) WTI crude oil 75.0 % 69.9 % 73.0 % Gulf Coast Sweet Crude 6.3 % 7.3 % 4.3 % Local Arkansas crude oil 3.4 % 3.4 % 4.0 % Other 15.3 % 19.4 % 18.7 % Crude utilization (% based on nameplate capacity) 94.5 % 93.1 % 92.1 % 74 | Management's Discussion and Analysis Refinery Statistics (continued) Year Ended December 31, 2025 2024 2023 Tyler, TX Refinery Days in period 365 366 365 Products manufactured (average bpd): Gasoline 38,055 35,723 33,442 Diesel/Jet 32,470 31,755 28,670 Petrochemicals, LPG, natural gas liquids ("NGLs") 2,051 2,319 2,341 Other 855 849 1,691 Total production 73,431 70,646 66,144 Throughput (average bpd): Crude Oil 73,091 70,009 63,210 Other feedstocks 1,922 2,299 3,617 Total throughput 75,013 72,308 66,827 Per barrel of throughput: Operating expenses $ 5.02 $ 5.04 $ 5.08 Crude Slate: (% based on amount received in period) WTI crude oil 74.8 % 79.2 % 79.5 % East Texas crude oil 22.9 % 20.4 % 20.5 % Other 2.3 % 0.4 % — % El Dorado, AR Refinery Days in period 365 366 365 Products manufactured (average bpd): Gasoline 38,138 38,215 38,868 Diesel/Jet 29,118 29,843 30,061 Petrochemicals, LPG, NGLs 1,097 1,205 1,495 Asphalt 6,749 8,739 7,711 Other 1,149 1,237 877 Total production 76,251 79,239 79,012 Throughput (average bpd): Crude Oil 74,712 77,993 77,423 Other feedstocks 2,960 2,886 3,262 Total throughput 77,672 80,879 80,685 Per barrel of throughput: Operating expenses $ 4.86 $ 4.65 $ 4.59 Crude Slate: (% based on amount received in period) WTI crude oil 81.0 % 66.5 % 67.3 % Local Arkansas crude oil 13.2 % 12.2 % 14.0 % Other 5.8 % 21.3 % 18.7 % 75 | Management's Discussion and Analysis Refinery Statistics (continued) Year Ended December 31, 2025 2024 2023 Big Spring, TX Refinery Days in period 365 366 365 Products manufactured (average bpd): Gasoline 33,227 33,888 32,386 Diesel/Jet 23,403 25,157 22,390 Petrochemicals, LPG, NGLs 3,139 4,710 3,593 Asphalt 2,003 2,774 1,983 Other 3,982 3,883 3,129 Total production 65,754 70,412 63,481 Throughput (average bpd): Crude oil 63,145 66,123 60,236 Other feedstocks 3,871 4,975 4,223 Total throughput 67,016 71,098 64,459 Per barrel of refined throughput: Operating expenses $ 7.11 $ 6.66 $ 7.92 Crude Slate: (% based on amount received in period) WTI crude oil 74.0 % 70.4 % 68.5 % WTS crude oil 26.0 % 29.6 % 31.5 % Krotz Springs, LA Refinery Days in period 365 366 365 Products manufactured (average bpd): Gasoline 42,614 34,268 40,805 Diesel/Jet 32,070 28,125 31,589 Heavy Oils 3,260 3,641 3,785 Petrochemicals, LPG, NGLs 6,456 4,942 6,525 Other — 1,544 460 Total production 84,400 72,520 83,164 Throughput (average bpd): Crude Oil 74,548 67,146 77,362 Other feedstocks 9,408 5,220 4,896 Total throughput 83,956 72,366 82,258 Per barrel of throughput: Operating expenses $ 5.22 $ 5.23 $ 4.96 Crude Slate: (% based on amount received in period) WTI Crude 69.9 % 63.7 % 77.4 % Gulf Coast Sweet Crude 24.1 % 29.7 % 15.1 % Other 6.0 % 6.6 % 7.5 % (1) Includes inter-refinery sales and sales to other segments which are eliminated in consolidation.
These acquisitions represent another significant step in Delek Logistics' commitment of being a full suite crude, gas and water midstream services provider in the Permian Basin in addition to diversifying our logistics customer base to include more third-party customers. We expect that these acquisitions will be immediately accretive, delivering incremental contribution margin and cash flows.
These acquisitions represents another significant step in Delek Logistics' commitment of being a full suite crude, gas and water midstream services provider in the Permian Basin in addition to diversifying our logistics customer base to include more third-party customers.
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.
See additional discussion of the effect of RINs prices and volatility on our refining margins in the "Market Trends" section below. 61 | Management's Discussion and Analysis Market Trends Our results of operations are significantly affected by fluctuations in the prices of certain commodities, including, but not limited to, crude oil, gasoline, distillate fuel, biofuels, natural gas, and electricity, among others.
Insurance Proceeds 2024 vs. 2023 Insurance proceeds were $20.6 million for the year ended December 31, 2024 compared to $20.3 million in 2023, an increase of $0.3 million, or 1.5%.
Insurance Proceeds 2025 vs. 2024 Insurance proceeds were $0.1 million for the year ended December 31, 2025 compared to $20.6 million for the year ended December 31, 2024, a decrease of $20.5 million, or (99.5)%.
Income Taxes 2024 vs. 2023 For the year ended December 31, 2024, we recorded an income tax benefit of $107.9 million from continuing operations compared to an income tax benefit of $3.0 million from continuing operations for the year ended December 31, 2023, primarily driven by the following: • a decrease in pre-tax net income of $722.6 million, and • our effective tax rates were 15.3% and (18.1)% for the year ended December 31, 2024 and 2023, respectively, due to the impact of fixed dollar favorable permanent differences on the tax rate, exclusion of goodwill impairment expense from taxable income and changes in valuation allowance on certain state attributes. 76 | Management's Discussion and Analysis 2023 vs. 2022 For the year ended December 31, 2023, we recorded an income tax benefit of $3.0 million from continuing operations compared to income tax expense of $56.4 million from continuing operations for the year ended December 31, 2022, primarily driven by the following: • a decrease in pre-tax net income of $305.2 million, and • our effective tax rates were (18.1)% and 17.5% for the year ended December 31, 2023 and 2022, respectively, due to the impact of fixed dollar favorable permanent differences on the tax rate and changes in valuation allowance on certain attributes.
Income Taxes 2025 vs. 2024 For the year ended December 31, 2025, we recorded an income tax benefit of $6.8 million from continuing operations compared to an income tax benefit of $107.9 million from continuing operations for the year ended December 31, 2024, primarily driven by the following: • an increase to pre-tax income of $38.9 million in the year ended December 31, 2025 compared to a pre-tax loss of $706.0 million in the year ended December 31, 2024; and 71 | Management's Discussion and Analysis • our effective tax rates were (17.5)% and 15.3% for the year ended December 31, 2025 and 2024, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes.
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.
A portion 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 390 miles of crude oil transportation pipelines, approximately 169 miles of refined product pipelines, and approximately 767-mile crude oil gathering system.
As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate. In 2024, we returned $105.7 million of capital to shareholders through dividends and share buybacks.
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 December 31, 2025, we returned $141.4 million of capital in 2025 to shareholders through dividends and share buybacks.
Gulf Coast 5-3-2 crack spread (per barrel) (1) $ 17.58 $ 27.02 $ 33.36 U.S. Gulf Coast 3-2-1 crack spread (per barrel) (1) $ 16.94 $ 25.93 $ 31.41 U.S. Gulf Coast 2-1-1 crack spread (per barrel) (1) $ 13.40 $ 14.70 $ 25.73 U.S.
Gulf Coast 5-3-2 crack spread (per barrel) (1) $ 20.42 $ 17.58 $ 27.02 U.S. Gulf Coast 3-2-1 crack spread (per barrel) (1) $ 19.56 $ 16.94 $ 25.93 U.S. Gulf Coast 2-1-1 crack spread (per barrel) (1) $ 15.83 $ 13.40 $ 14.70 U.S.

… 250 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed9 unchanged
Biggest changeThe following table sets forth information relating to our open commodity derivative contracts, excluding our trading derivative contracts (which are discussed separately below), as of December 31, 2024 ($ in millions): Total Outstanding Notional Contract Volume by Year of Maturity Contract Description Fair Value Notional Contract Volume 2025 Contracts not designated as hedging instruments: Crude oil price swaps - long (1) $ 9.4 4,590,000 4,590,000 Crude oil price swaps - short (1) (9.8) 4,230,000 4,230,000 Inventory, refined product and crack spread swaps - long (1) 6.8 4,593,350 4,593,350 Inventory, refined product and crack spread swaps - short (1) (8.9) 5,058,350 5,058,350 Natural gas swaps - long (3) — 747,500 747,500 Natural gas swaps - short (3) — 747,500 747,500 RINs commitment contracts - long (2) (5.3) 36,000,000 36,000,000 Total $ (7.8) (1) Volume in barrels.
Biggest changeThe following table sets forth information relating to our open commodity derivative contracts, excluding our trading derivative contracts (which are discussed separately below), as of December 31, 2025 ($ in millions): Total Outstanding Notional Contract Volume by Year of Maturity Contract Description Fair Value Notional Contract Volume 2026 2027 Contracts not designated as hedging instruments: Crude oil price swaps - long (1) $ (14.0) 3,240,000 3,240,000 — Crude oil price swaps - short (1) 12.3 3,549,000 3,549,000 — Inventory, refined product and crack spread swaps - long (1) (1.4) 1,086,000 1,086,000 — Inventory, refined product and crack spread swaps - short (1) 1.4 1,075,000 1,075,000 — RINs commitment contracts - long (2) (0.1) 250,000 250,000 — RINs commitment contracts - short (2) (2.6) 112,000,000 112,000,000 — Total $ (4.4) (1) Volume in barrels.
We had no outstanding trading commodity derivative contracts as of December 31, 2024. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by Item 8 is incorporated by reference to the section beginning on page F-1.
We had no outstanding trading commodity derivative contracts as of December 31, 2025. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by Item 8 is incorporated by reference to the section beginning on page F-1.
(2) Volume in RINs. (3) Volume in MMBtu. 94 | Management's Discussion and Analysis Interest Rate Risk We have market exposure to changes in interest rates relating to our outstanding floating rate borrowings, which totaled approximately $1,366.4 million as of December 31, 2024.
(2) Volume in RINs. 88 | Management's Discussion and Analysis Interest Rate Risk We have market exposure to changes in interest rates relating to our outstanding floating rate borrowings, which totaled approximately $1,133.3 million as of December 31, 2025.
The estimated fair value of our interest rate derivative asset was $3.2 million as of December 31, 2024. The annualized impact of a hypothetical one percent change in interest rates on our floating rate debt, after considering the interest rate swap, outstanding as of December 31, 2024 would be to change interest expense by approximately $8.7 million.
The estimated fair value of our interest rate derivative liability was $2.3 million as of December 31, 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 December 31, 2025 would be to change interest expense by approximately $4.3 million.
We expect that any interest rate derivatives held would reduce our exposure to short-term interest rate movements. As of December 31, 2024, we had one floating-to-fixed interest rate derivative agreement in place for a notional amount of $500.0 million, which matures in November 2027.
We expect that any interest rate derivatives held will reduce our exposure to short-term interest rate movements. As of December 31, 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.

Other DK 10-K year-over-year comparisons