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Delek US Holdings, Inc.

For the period ended Apr 29, 2025. Filed Mar 20, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 29, 2025 · Filed Mar 20, 2025

DK$63.95+2.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

Delek US Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a6(i)(1) and 0-11

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Delek US Holdings, Inc. (the “Company,” “Delek,” “we,” “us,” or “our”) will be held on April 29, 2025 at 11:30 a.m., central time, for the following purposes:

Items of Business:

(1)To elect ten directors of the Company to serve until the 2026 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified;
(2)To adopt the advisory resolution approving the Company’s executive compensation program for our named executive officers as described in the Proxy Statement;
(3)To approve an amendment to our 2016 Long-Term Incentive Plan to increase the number of shares available for issuance thereunder;
(4)To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year; and
(5)To transact any other business properly brought before the Annual Meeting.

We will once again conduct our Annual Meeting virtually. You may attend the meeting, submit questions, and vote your shares by visitingwww.virtualshareholdermeeting.com/DK2025 as described in the accompanying Proxy Statement.

Additional information concerning the matters to be voted upon at the Annual Meeting is set forth in the Company’s proxy materials, including the 2024 Annual Report, Proxy Statement, and proxy card or voting instruction form. If you have any questions or need assistance, please contact our Investor Relations department at the following address: Investor.Relations@delekus.com.

Who Can Vote:

Only stockholders of record at the close of business on March 10, 2025 are entitled to receive notice of and vote at the Annual Meeting and at any postponement(s) or adjournment(s) thereof. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for ten (10) days prior to the Annual Meeting at our corporate headquarters.

If you were a stockholder at the close of business on March 10, 2025, it is important that you vote your shares as soon as possible using one of the methods set forth on the proxy card or voting instruction form or by signing and returning your proxy card.

Your vote is important and you are encouraged to vote your shares as soon as possible, even if you plan to participate in and vote at the Annual Meeting.

By Order of the Board of Directors,

Denise McWatters

Executive Vice President, General Counsel and Corporate Secretary

Delek US Holdings, Inc.

March 20, 2025

Date and Time
Tuesday, April 29, 2025 11:30 a.m., Central time
Where

ADDITIONAL INFORMATION

The proxy materials for the Annual Meeting are expected to be made available on or about March 20, 2025, to all stockholders of record as of the record date of March 10, 2025. The proxy materials include the Notice of the 2025 Annual Meeting of Stockholders, this Proxy Statement, a proxy card, or voting instruction form and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”). Copies of these documents are also available on the Investor Relations page of our website atwww.delekus.com. You may also obtain these materials at the SEC website atwww.sec.gov. For additional questions, assistance in submitting proxies or voting shares, or to request additional copies of the Proxy Statement or the enclosed proxy card, please contact our Investor Relations department at Investor.Relations@delekus.com.

The Company’s 2024 Annual Report is not proxy soliciting material. Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into, and does not form a part of, this Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 29, 2025

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company’s proxy materials are available over the Internet athttps://ir.delekus.com/financials/sec-filings/.

This Notice of the 2025 Annual Meeting of Stockholders, the accompanying Proxy Statement, the Company’s 2024 Annual Report, and form of proxy card, and any amendments thereto, are available free of charge athttps://ir.delekus.com/overview/default.aspx.

Stockholders may obtain a paper or email copy of these materials at no charge athttps://ir.delekus.com/overview/default.aspx or by writing to the Corporate Secretary at the Company’s corporate headquarters located at 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027. Upon payment of a reasonable fee, stockholders may also obtain a copy of the exhibits to our 2024 Annual Report.

For information on how to attend, vote and participate at the Annual Meeting, any control/identification numbers needed and instructions on how to access or request a proxy card, please contact our Investor Relations department at Investor.Relations@delekus.com. requesting such information.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” EACH OF THE PROPOSALS IN THE PROXY STATEMENT, USING THE ENCLOSED PROXY CARD.

Additionally, if you have any questions or require assistance in authorizing a proxy or voting your shares of our Common Stock or in obtaining any of the above materials, please contact our Investor Relations department at Investor.Relations@delekus.com. We are not aware of any other business, or any other nominees for election as directors, that may properly be brought before the Annual Meeting.

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