DK 10-K & 10-Q changes, risk factors and insider trading

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 affecteffect on our business, financial condition, results of operation and liquidity.

We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future laws, regulationsregulations, executive orders and other requirements could significantly increase our costs of doing business, thereby adversely affecting our profitability.

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. If key permits cannot be renewed or are revoked, the ability to continue operation of the affected facilities could be threatened.

We generate wastes that may be subject to RCRA and comparable state and local requirements. The EPA and various state agencies have limited the approved methods of managing, transporting, recycling and disposing of hazardous and certain non-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 and biodiesel plants,terminals, generate lesser quantities of hazardous wastes.

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

PursuantDelek is an obligated party under the RFS, which requires us to theobtain 2007 Energy Independence and Security Act, the EPA promulgated the RFS-2 regulations reflecting the increased volume of renewable fuels mandatedRINs to besatisfy blendedour intoannual theRenewable nation'sVolume fuelObligation supply. The regulations, in part, require refiners to add annually increasing amounts of (“renewable fuelsRVO” to their petroleum products or purchase credits, known as RINs in lieu of such blending.). While we are able to obtain manya portion of the RINs required for compliance by blending renewable fuels manufactured by third parties or by our own biodiesel plants,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-2RFS. regulations.The Sinceprice and number of RINs an obligated party must acquire are impacted by government regulation requiring such credits, and also may be impacted by small refiner exemptions (“SREs”) granted by the EPAEPA. firstIn beganpast mandating biofuels in excess of the “blend wall” (the 10% ethanol limit prescribed by most automobile warranties),years, the price of RINs has been extremelyhighly volatile.volatile and the EPA’s decisions on SRE hardship petitions have been unduly delayed. Increasing RINs prices, inconsistent administration of the RFS by the EPA, and Delek’s market position has prevented us from passing through compliance costs of the program in the past and will likely continue in the future. While we cannot predict the future prices of RINs, the costs to obtain the necessary number of RINs could be material. Our future operating results are significantly dependent on the EPAs granting of SREs on a timely basis. If we are unable to pass the costs of compliance with the RFS-2 regulationsRFS on to our customers, if sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs or if we are otherwise unable to meet the RFS-2RFS mandates, our refinery operations, financial condition and results of operations could be adversely affected.

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

More aggressive efforts by governments and non-governmental organizations to reduce GHG emissions appear likely and any such future laws and regulations could result in increased compliance costs or additional operating restrictions applicable to our customers and/or us, and any increase in the prices of refined products resulting from such increased costs, GHG cap-and-trade programs or taxes on GHGs, could result in reduced demand for our refined petroleum products. For example, in August 2022, the U.S. Senate passed the Inflation Reduction Act, which imposes a charge on methane emissions from certain petroleum system facilities and could have an indirect impact on demand for the goods and services of our business. Our business could also be impacted by governmental initiatives to incentivize the conservation of energy or the use of alternative energy sources.

There is also increased agency interest in polyfluoroalkyl substancessubstances, or PFAS. In September 2022, theThe EPA proposedhas to designatedesignated two PFAS compoundscompounds, perfluorooctanoic acid (PFOA) and perfluorooctane sulfonic acid (PFOS) as hazardous substances.substances Ifunder PFASthe compoundsComprehensive areEnvironmental designatedResponse, asCompensation, hazardousand substances,Liability Act (CERCLA). With this designation, the EPA and states could have the ability to order remediation of those compounds and cost recovery at clean-up sites. The EPA and states could also have the authority to reopen closed sites which are shown to be impacted by thesethose PFAS compounds. This could lead to increased monitoring obligations and potential liability related thereto.

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. For example, in recent years, private litigation has been increasingly initiated against oil and gas companies by local and state agencies and private parties alleging climate change impacts arising from their operations and seeking damages and equitable relief. We have not had any climate change litigation initiated against us to date and we cannot reasonably predict whether any such litigation will be initiated against us or, if initiated, what the outcome would be. If any such litigation were to be initiated against us, at a minimum, we would incur legal and other expenses to defend such lawsuits, which amounts may be significant. More recently there has also been growing opposition to ESG matters from U.S. federal, state and local governments, with the President having recently issuedissuing an executive order opposing DEI initiatives in the private sector. Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, and scrutiny could result in additional compliance obligations, litigation risks, and governmental investigations or enforcement actions, which could impact how we conduct our operations or result in reputational harm. If we failed to prevail in any such litigation and were required to pay significant damages and/or materially alter the manner in which we conduct our business, there could be a material adverse impact on our operations, financial condition or results of operations. The increasing attention given to ESG activities and a shift by consumers to more fuel-efficient or alternative fuel vehicles could reduce demand for our products, reduce our profits, increase the potential for investigations and litigation, impair our brand and have negative impacts on our stock price and access to capital markets. Additionally, increased attention may increase opposition to the development, permitting, construction or operation of our pipelines and facilities from environmental groups, landowners, local groups and other advocates. In addition to litigation, such opposition may take the form of organized protests, attempts to block or sabotage our operations, intervention in regulatory or administrative proceedings involving our assets or other actions designed to prevent, disrupt or delay the development, operation, or maintenance of our assets and business.

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. The financial impacts of the tariffs on our results of operations and financial condition remain uncertain at the time of filing this report.

We may not enterbe intosuccessful ain our cost sharing agreement with the DOE’s Office of Clean Energy Demonstrations.

WeThe Department of Energy's Office of Clean Energy Demonstrations may notcancel enter into athe cost sharing agreement with the DOE’sDelek. OfficeDelek ofor Cleanits Energytechnology Demonstrations in support of a carbon capture pilot project at the Big Spring refinery. If we enter into such cost sharing agreement, wepartners 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.

In recent years, several companies have experienced data breaches, resulting in the exposure of sensitive customer data. 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 or sanctions for violations of the Payment Card Industry Data Security Standards ("PCI-DSS').customers. In addition, a compromise of our internal data network at any of our refining or terminal locations may have disruptive impacts. These disruptions could range from inconvenience in accessing business information to a disruption in our refining operations.

In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue up to 10,000,00010.0 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. Issuance of these shares of preferred stock could have the effect of making it more difficult and more expensive for a person or group to acquire control of us and could effectively be used as an anti-takeover device. On the date of this report, no shares of our preferred stock are outstanding.

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. 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. 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. We might not have, or be able to obtain, sufficient funds to make these immediate payments. 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. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

The Delek/Alon Merger has been accounted for as an acquisition, by us, of Alon in accordance with GAAP. Under the acquisition method of accounting, the assets and liabilities of Alon and its subsidiaries have been recorded, as of the completion of the Delek/Alon Merger, at their respective fair values. Under the acquisition method of accounting, the total purchase price has been allocated to Alon’s tangible assets and liabilities and identifiable intangible assets based on their estimated fair values as of the date of completion of the Delek/Alon Merger. The excess of the purchase price over the estimated fair values of reporting units has been recorded as goodwill, which was further allocated to other reporting units as permitted under GAAP. To the extent the value of goodwill or intangibles becomes impaired, we may be required to incur material non-cash charges relating to such impairment. 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 ano impairment for the year ended December 31, 2025 and recorded $212.2 million and a $14.8 million of goodwill impairment during the years ended December 31, 2024 and 2023, respectively, and none during the year ended December 31, 2022.respectively.

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospectsprospects, and opportunities. 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 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. Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, as well as statements in future tense, identify forward-looking statements.

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

•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 H20H2O 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;

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

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

•societal, legislativelegislative, and regulatory measures to address climate change and GHG;

•impacts of global conflicts such as the warIsrael-Iran betweenWar, Israelthe andIsrael-Hamas HamasWar, and the Russia-Ukraine War;

•future decisions by OPEC and OPEC+ regarding production and pricing and disputes between OPEC+ members regarding the same;

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 processingprocessing, disposal, and disposal.recycling.

The near term economic outlook still has some uncertainty withdue to geopolitical instability and commodity market volatility,volatility. and asAs a resultresult, we continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure. DuringWe 2024,continued weto implementedadvance additionalour coststrategic reductioninitiatives measuresaimed acrossat long-term value creation. This includes the organization,progress includingmade reducing contract services and reducing or eliminating non-critical travel. We completedon our zero based budget action plans and announced a new enterprise optimization plan ("EOP") which includes initiatives that are focused on improving our financial health and ability to generate cash flows.EOP. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses specifically at the Big Spring Refinery and Krotz Springs Refinery and loweringlower interest expense. The EOP also includes stronger margins including accretive minimal capital projects in our Refining segment and commercial improvements including market optionality, improved product slate and optimization. By executing on our initiatives to optimize our cost structure, we are positioning the Company in the event of lower crack spreads and volatility in the commodity markets.

We want to reward our shareholders with a disciplined and balanced capital allocation framework. As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate. InAs 2024,of December 31, 2025, we returned $105.7$141.4 million of capital in 2025 to shareholders through dividends and share buybacks.

On DecemberJanuary 11,2, 2024,2025, Delek Logistics entered into an agreement to acquireacquired 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC ("Gravity") from Gravity Water Holdings LLC (the "Gravity Purchase Agreement") related to water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for total consideration of $301.2$300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash and 2,175,209 of Delek Logistics’ common units. Upon execution of the Gravity Purchase Agreement, we made a cash deposit of $22.8 million, recorded in other current assets on the consolidated balance sheets, which was credited to the sale upon closing. The Gravity Acquisition closed on January 2, 2025.

On February 21, 2025, DK Trading & Supply, LLC ("DKTS") amended the inventory intermediation agreement ("Inventory Intermediation Agreement") with Citigroup Energy Inc. ("Citi") to among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement. On December 18, 2025, DKTS amended the Inventory Intermediation Agreement to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2027 to January 31, 2028, (ii) reduce certain commitment fees, and (iii) include a mechanism for DKTS to nominate each month whether to include volumes related to the El Dorado and Big Spring refineries for funding under the Inventory Intermediation Agreement. This amendment further reduces interest expense and other associated fees while increasing our flexibility on liquidity and inventory financing options for all refineries associated with the Inventory Intermediation Agreement.

There were no material changes during the threesix months ended MarchJune 31,30, 2026 to the risk factors identified in the Company’s fiscal 2025 Annual Report on Form 10-K with the exception of the following:

The ongoing conflict between the United States and Iran, including the disruption to shipping through the Strait of Hormuz, has introduced significant volatility into global energy markets, causing crude oil prices to spike materially from levels seen at the start of 2026. Although we do not have direct operations or exposure in the Middle East, sustained commodity price volatility and broader macroeconomic uncertainty could indirectly affect our business, including demand for our services. In addition, elevated energy prices and supply uncertainty may affect refinery utilization rates, which could reduce demand for the transportation, storage and terminalling services we provide under our commercial agreements. The ultimate duration and resolution of the conflict, including the status of the Strait of Hormuz and any ceasefire arrangements, remains uncertain.

The ultimate extent of the impact of volatile conditions in the oil and gas industry on our business, financial condition, results of operation and liquidity will depend largely on future developments which are outside of our control, including the extent and duration of any price reductions, any additional decisions by OPEC and disputes between the members of other leading oil producing countries (together with OPEC, “OPEC+”). Furthermore, developments in the global oil markets may also have the effect of heightening many of the other risks described below.

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

•our ability to execute our long-term sustainability strategy and growth through acquisitions and dispositionsacquisitions, such as the Gravity Acquisition,Water Intermediate Holdings LLC ("Gravity") acquisition (the "Gravity Acquisition"), and dispositions, and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies;

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 notwithout compromising operational excellence. Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements supported strong earnings before interest, taxes, depreciation and amortization, and proportional interest, taxes, depreciation and amortization of equity method investments ("EBITDA") and cash flow, while our capital deployment remained aligned with our strategic priorities. We areremain focusedcommitted onto maintaining and expandingbuilding on the successful effortsprogress achieved inthrough the EOP since 2024 and unlocking further free cash flow improvements across all linesbusiness of our business.lines. In 2026, we completed the Big Spring Refinery turnaround safely, on budget and on-time, allowingpositioning us to maximize operations for the summer driving season. We also advanced our strong balance sheet initiatives, including issuing new 6.875% Notes due 2034, redeeming all 7.125% Notes due 2028 and a portion of the 8.625% Notes due 2029, and entering into amended and new credit facilities for Delek and Delek Logistics. Additionally, we executed asset purchase agreements with Delek Logistics, (collectively referred to as “the Intercompany Agreements”) which will bringreturn refining relatedrefining-related activities and assets back to our refining segment and create further economic independence tofor our Logistics business. We also continue to deliver on strong balance sheet initiatives, including entering into amended and new credit facilities for Delek and Delek Logistics in April and March, respectively.

Global crude oil and refined product markets have experienced significant volatility in 20262026, duedriven toby geopolitical instability in the Middle East, including the ongoing conflict involving Iran and resulting disruptions to maritime transit through the Strait of Hormuz. InDuring the firstsecond quarter of 2026, theour Refining segment provided higher margins than 2025 duecontinued to benefit from a constructive margin environment compared to 2025, supported by increased crack spreads.spreads and favorable crude oil differentials. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, andbut the WTI Midland to Cushing differential became favorablewidened in the firstsecond quarter of 2026. We will continue to execute on our priorities of running safe and reliable operations, making further progress onadvancing our "sum of the parts" and EOP efforts,cost saving initiatives, and delivering shareholder value while maintaining our financial strength and flexibility.

TheIn near term economic outlook still has uncertainty dueresponse to geopolitical instability, commodity market volatility and our requirements to comply with the U.S. Environment Projection Agency’s Renewable Fuel Standard - 2 ("RFS-2") regulations. As a result,uncertainty, we continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure. We continued to advance our strategic initiatives aimed at long-term value creation. This includes the progress made on our EOP. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses and lower interest expense.

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 MarchJune 31,30, 2026, we returned $15.6$51.2 million of capital in 2026 to shareholders through dividends.dividends and share buybacks.

Our near-term focus is centered around the following: (1) operational excellence, (2) financial strength and flexibility, (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams, (4) continuing our EOP efforts to enhance margin and cash flow and (5) returnreturns to investors. See further discussion in the "Strategic Objectives" section below.

On January 30, 2026, we entered into the Intercompany Agreements, pursuant to which we agreed to acquire a Tyler refinery tank for total consideration of $19.0 million (the “Tyler Tank Purchase”) and El Dorado tank and terminal assets for total consideration of $66.0 million (the “El Dorado Terminal Purchase”). The Tyler Tank Purchase closed on April 1, 2026 with consideration paid through transfer of Delek Logistics common units, based on a 30-day volume weighted average unit price. The El Dorado Terminal Purchase is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions. In addition, pursuant to the Intercompany Agreements, Delek will waivewaived Omnibus fees for an aggregate of $4.0 million during the first two quarters of 2026.

Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of our corporate activities, results of certain immaterial operating segments, including our Canadian crude trading operationssegments and intercompany eliminations.

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 MarchJune 31,30, 2026. A high-level summary of the refinery activities is presented below:

Our logistics segment contains a full suite of gas, crude and water systems that gathers, transports and stores crude oil and natural gas; markets, distributes, transports and stores refined products; and disposes and recycles water in select regions of the southern United States, West Texas, New Mexico and North Dakota for our refining segment and third parties. It is comprised of the consolidated balance sheet and results of operations of Delek Logistics (NYSE: DKL), where we owned a 63.3%63.0% interest at MarchJune 31,30, 2026. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets. 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 of crude oil gathering system. Additionally, in the Delaware Basin, we have been expanding our natural gas processing capabilities by constructing a new natural gas processing plant and adding acid gas injection and sour gas processing capabilities. This segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico, the Midland Basin of Texas, and the Bakken Basin of North Dakota. The storage and transportation business owns or leases associated crude oil storage tanks. The logistics segment has an aggregate of approximately 11.3 million barrels of active shell capacity. It also owns and operates nine light product terminals and markets light products using third-party terminals. Logistics has strategic investments in pipeline joint ventures that provide access to pipeline capacity as well as the potential for earnings from joint venture operations. The logistics segment owns or leases approximately 161 tractors and 306 trailers used to haul primarily crude oil and other products for related and third parties.

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

We have positioned the Company to continue to run safely, reliably, and environmentally responsibly while leveraging our Delek Logistics business. Crack spreads were higher in 2026 than 2025, butand belowhigher historicallythan highany crack spreadsperiod in 2023.the past four years. RINs also reached pricing levels higher than any period in the past four years which negatively impacted our refining expenses. Many uncertainties remain in 2026 with respect to the global supply and demand of the crude oil and refined products markets heightened by the ongoing conflict in Iran and it is difficult to predict the ultimate economic impacts this may have on our operations. Additionally, U.S. policy changes and escalating conflicts in the Middle East, Europe, and South America could potentially result in supply disruptions or further volatility in crude oil and refined products prices.

The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2025 and for the firsttwo quarterly periodperiods in 2026.

The chart below illustrates the key differentials impacting our refining operations, including WTI Cushing to Brent, WTI Midland to WTI Cushing, and Louisiana Light Sweet crude oil ("LLS") to WTI Cushing for each of the quarterly periods in 2025 and for the firsttwo quarterly periodperiods in 2026.

The charts below illustrate the quarterly average prices of Gulf Coast Gasoline ("CBOB"), U.S. High Sulfur Diesel ("HSD") and U.S. Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2025 and for the firsttwo quarterly periodperiods in 2026.

The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2025 and for the firsttwo quarterly periodperiods in 2026.

Environmental regulations and the political environment continue to affect our refining margins in the form of volatility in the price of RINs. We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs of our credits for commitments required by the U.S. Environmental Protection Agency (“EPA”) to blend biofuels into fuel products ("RINs Obligation"). On a consolidated basis, we work to balance our RINs Obligation in order to minimize the effect of RINs prices on our results. While we obtain RINs in our refining and logistics segments through our ethanol and biodiesel blending and generate RINs through biodiesel production,blending, our refining segment still must purchase additional RINs to satisfy its obligations. Additionally, our ability to obtain RINs through blending is limited by our refined product slate, blending capabilities and market constraints. The cost to purchase these additional RINs is a significant cash outflow for our business. Increases in the market prices of RINs generally adversely affect our results of operations through changes in fair value to our existing RINs Obligation, to the extent we do not have offsetting RINs inventory on hand or effective economic hedges through net forward purchase commitments. RINs prices are highly sensitive to regulatory and political influence and conditions, and therefore often do not correlate to movements in crude oil prices, refined product prices or crack spreads. 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 beginningfor witheach of the firstquarterly quarterperiods ofin 2025 throughand for the firsttwo quarterquarterly ofperiods in 2026.

The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") beginningfor witheach of the firstquarterly quarterperiods ofin 2025 throughand for the firsttwo quarterquarterly ofperiods in 2026.

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

Consolidated Results of Operations — Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 versus the Three and Six Months Ended MarchJune 31,30, 2025

Consolidated net income for the second quarter of 2026 was $180.1 million compared to net loss of $90.1 million for the threesecond monthsquarter endedof March2025. 31,Consolidated net income attributable to Delek for the second quarter of June 30, 2026 was $190.9$169.5 millionmillion, or $2.76 per basic share, compared to a net loss of $158.5 million for the three months ended March 31, 2025. Consolidated net loss attributable to Delek for the three months ended March 31, 2026 was $201.3$106.4 million, or $(3.34) per basic share, compared to a loss of $172.7 million, or $(2.781.76) per basic share, for the threesecond months ended March 31,quarter 2025. Explanations for significant drivers impacting net lossincome as compared to the comparable period of the prior year are discussed in the sections below.

WeIn the second quarter of 2026 and 2025, we generated net revenues of $2,653.1$4,087.0 million and $2,641.9$2,764.6 million during the three months ended March 31, 2026 and 2025,million, respectively, an increase of $11.2$1,322.4 million, or 0.4%.47.8%. The increase in net revenues was primarily duedriven toby the following factors:

•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 5.6%,57.4%, ULSD of 19.7%,76.9% and U.S. Gulf Coast HSD of 17.5%81.1%; and

•in our logistics segment, increased revenue primarily related to increased crude activity in our Delaware Gathering operations.

Cost of materials and other was $2,465.8$3,390.6 million for the threesecond monthsquarter endedof March 31, 2026,2026 compared to $2,399.5$2,415.0 million for the threesecond monthsquarter ended March 31,of 2025, an increase of $66.3$975.6 million, or 2.8%.40.4%. The net increase in cost of materials and other was primarily relateddriven toby the following:

•an increaseincreases in the cost of crude oil feedstocks at the refineries, including a 1.7%45.4% increase in the average cost of WTI Cushing crude oil and a 0.1%47.0% increase in the average cost of WTI Midland crude oil;

•an increase in the price of RINs for the three months ended MarchJune 31,30, 2026; and

•an increase in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations and the Delek Permian Gathering operations.

Operating expenses (included in both cost of sales and other operating expenses) were $221.5$223.0 million for the threesecond monthsquarter ended March 31,of 2026 compared to $212.4$212.0 million for the threesecond monthsquarter ended March 31,of 2025, an increase of $9.1$11.0 million, or 4.3%.5.2%. The increase in operating expenses was primarily driven by the following:

•an increase in employee costs of $10.9$7.8 million, insurancerental costs of $3.9$3.6 million and suppliesoutside services of $2.3$2.5 million.

•These increases were partially offset by ◦a decrease in outsidevariable servicesexpenses of $3.6$6.6 million primarilyincluding dueelectricity, tonatural thegas, Bigchemical Springand refinerycatalyst turnaroundcosts and maintenance costs of $3.3$5.7 million.

General and administrative expenses were $44.0$56.7 million for the threesecond monthsquarter ended March 31,of 2026 compared to $61.5$76.6 million for the threesecond monthsquarter ended March 31,of 2025, a decrease of $17.5$19.9 million, or 28.5%.26.0%. The decrease was primarily driven by decreased employee costs of $8.6 million, restructuring costs of $4.1$15.8 million andmillion, supplies costs of $2.2 million, and outside services of $2.1 million.

Depreciation and amortization (included in both cost of sales and other operating expenses) was $103.3$115.7 million for the threesecond monthsquarter ended March 31,of 2026 compared to $101.3$94.1 million for the threesecond monthsquarter ended March 31,of 2025, an increase of $2.0$21.6 million, or 2.0%.23.0%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.

Other operating income, net was $2.2$3.6 million and $7.0$6.6 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $4.8$3.0 million, or 68.6% .45.5%. The decrease was primarily driven by the following:

•for the threesix months ended MarchJune 31,30, 2025,2025 we recorded a gain of $4.3 million related to Delek Logistics' eminent domain settlement.

Interest expense, net was $84.5$100.1 million in the threesecond monthsquarter ended March 31,of 2026, compared to $84.1$85.9 million forin threethe monthssecond endedquarter March 31,of 2025, an increase of $0.4$14.2 million, or 0.5%16.5%, primarily duedriven toby the following: