Delek Logistics Partners, LP
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements
- Organization and Basis of Presentation
As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner").
The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin and other select areas in the Gulf Coast region. The Partnership serves a broad range of third-party customers. Certain Partnership assets have long-term commercial agreements with Delek Holdings.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 27, 2026, and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K.
All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.
Accounting Pronouncements Not Yet Adopted
ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818)
In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02 Environmental Credits and Environmental Credit Obligations (Topic 818) ("ASU 2026-02"), which establishes the first comprehensive GAAP framework for recognizing, measuring, presenting and disclosing environmental credits and related compliance obligations. ASU 2026-02 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities are required to apply the amendments on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet) as of the beginning of the annual reporting period of adoption. Early adoption is permitted at the beginning of an annual reporting period. We are currently evaluating the impact that the adoption of ASU 2026-02 will have on our financial position, results of operations, cash flows and related disclosures.
ASU 2025-12, Codification Improvements
In December 2025, the FASB issued ASU 2025-12 Codification Improvements ("ASU 2025-12"). This update addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The adoption of ASU 2025-12 will not affect our financial position or our results of operations, but could impact disclosures.
ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements ("ASU 2025-11"), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to Topic 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The adoption of ASU 2025-11 will not affect our financial position or our results of operations, but could impact disclosures.
7 |
ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a VIE
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a VIE ("ASU 2025-03"). This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date. The adoption of ASU 2025-03 will not affect our financial position or our results of operations, but could impact future business combinations.
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The adoption will not affect our financial position or our results of operations. The adoption of ASU 2024-03 will not affect our financial position or our results of operations, but will result in additional disclosures.
- Acquisitions
Gravity Acquisition
On January 2, 2025, we purchased 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for total consideration of $300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash, consisting of a cash deposit of $22.8 million paid in December 2024, upon execution of the purchase agreement and $186.5 million paid at closing, and 2,175,209 of common units.
This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.
Determination of Purchase Price
The table below presents the purchase price (in thousands):
| Base purchase price: | $291,561 |
|---|---|
| Less: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement) | 3,814 |
| Plus: Various closing adjustments | 5,433 |
| Adjusted purchase price | $300,808 |
| Cash paid | $209,297 |
| Fair value of common units issued | 91,511 |
| Purchase price | $300,808 |
8 |
Purchase Price Allocation
The following table summarizes the fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in thousands):
| Assets acquired: | |
|---|---|
| Cash and cash equivalents | $5,317 |
| Accounts receivables | 16,433 |
| Inventories | 1,851 |
| Other current assets | 1,681 |
| Property, plant and equipment | 191,485 |
| Operating lease right-of-use assets | 107 |
| Customer relationship intangible (1) | 66,271 |
| Other intangibles (1) | 31,921 |
| Other non-current assets | 59 |
| Total assets acquired | 315,125 |
| Liabilities assumed: | |
| Accounts payable | 2,459 |
| Accrued expenses and other current liabilities | 5,733 |
| Current portion of operating lease liabilities | 54 |
| Asset retirement obligations | 6,022 |
| Operating lease liabilities, net of current portion | 49 |
| Total liabilities assumed | 14,317 |
| Fair value of net assets acquired | $300,808 |
(1)The acquired intangible assets amount includes the following identified intangibles:
Customer relationship intangible that is subject to amortization with a fair value of $66.3 million, amortized over approximately 32 years.
Rights-of-way intangibles are valued at $31.9 million, the majority of which have an indefinite life.
The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.
Customer relationships were valued using the income approach, with essential assumptions including projected revenues from these relationships, attrition rates, operating margins, and discount rates.
The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.
- Related Party Transactions
Commercial Agreements
The Partnership has long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services. Most of these agreements have an initial term ranging from five toten years, which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.
See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.
9 |
Other Agreements with Delek Holdings
In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:
Omnibus Agreement
On November 7, 2012, the Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries, which has been amended and restated from time to time in connection with transactions with Delek Holdings (collectively, as amended and restated, the "Omnibus Agreement"). The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $13.0 million to Delek Holdings for its provision of centralized corporate services to the Partnership. Effective July 1, 2026, the annual fee will increase by $8.0 million. Pursuant to Intercompany Agreements (as defined below), Delek Holdings waived Omnibus fees for an aggregate of $4.0 million during the first two quarters of 2026.
Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. There wereno reimbursements by Delek Holdings during the three and six months ended June 30, 2026, and 2025. Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement. As of June 30, 2026, and December 31, 2025, there wasno receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expense. There wereno reimbursements for these matters in each of the three and six month periods ended June 30, 2026, and 2025.
Asset Purchase Agreements with Delek Holdings
On January 30, 2026, the Partnership entered into asset purchase agreements with Delek Holdings (collectively, the “Intercompany Agreements”). Pursuant to these agreements, the Partnership agreed to sell a Tyler refinery tank to Delek Holdings for total consideration of $19.0 million (the “Tyler Tank Sale”) and to sell El Dorado tank and terminal assets to Delek Holdings for total consideration of $66.0 million (the “El Dorado Terminal Sale”).
The Tyler Tank Sale closed on April 1, 2026. At closing, Delek Holdings returned 359,372 Partnership common units to us, representing the full consideration of $19.0 million. The returned units were recorded as treasury units and are no longer considered outstanding for purposes of calculating earnings per unit or distributions. These treasury units are held by the Partnership and may be retired, reissued, or otherwise utilized in accordance with our partnership agreement and applicable regulations. The El Dorado Terminal Sale is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions.
On May 1, 2025, the Partnership and Delek Holdings, entered into an asset purchase agreement (the “El Dorado Purchase Agreement”), whereby the Partnership agreed to sell the related El Dorado rail facility assets to Delek Holdings for cash consideration of $25.0 million (the “El Dorado Sale”). The El Dorado Purchase closed on January 2, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.
On May 1, 2025, the Partnership entered into an agreement to terminate, in its entirety, the marketing agreement with Delek Holdings, under which we marketed 100% of the refined products output of the Tyler Refinery, effective as of January 1, 2026.
Summary of Transactions
Income from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings under commercial agreements based on regulated tariff rates or contractually based fees and product sales, and interest income associated with those commercial agreements classified as sales-type leases. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other-affiliate.
10 |
A summary of income, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Revenues | $204,764 | $114,083 | $371,454 | $240,404 |
| Interest income from sales-type leases | $22,504 | $23,533 | $54,766 | $46,080 |
| Purchases from Affiliates | $148,955 | $84,411 | $257,140 | $174,377 |
| Operating and maintenance expenses | $23,623 | $21,153 | $52,301 | $43,093 |
| General and administrative expenses | $1,297 | $3,114 | $3,113 | $5,334 |
Quarterly Cash Distributions
| Date of Distribution | Distributions paid to Delek Holdings (in thousands) |
|---|---|
| February 12, 2026 | $38,102 |
| May 11, 2026 | 37,865 |
| August 10, 2026 (1) | 38,033 |
| Total | $114,000 |
| February 11, 2025 | $37,693 |
| May 15, 2025 | 37,594 |
| August 14, 2025 | 37,763 |
| Total | $113,050 |
(1)On July 22, 2026, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination. Distributions presented are estimated based on common units held by Delek Holdings as of June 30, 2026, and may differ from amounts actually paid.
11 |
- Revenues
The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):
| Three Months Ended June 30, 2026 | ||||
|---|---|---|---|---|
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Consolidated | |
| Service Revenue - Third Party | $21,734 | $— | $1,119 | $22,853 |
| Service Revenue - Affiliate | 3,260 | 502 | 17,598 | 21,360 |
| Product Revenue - Third Party | 110,268 | 46,875 | — | 157,143 |
| Product Revenue - Affiliate | 2,183 | 107,810 | — | 109,993 |
| Lease Revenue - Affiliate | 57,694 | 7,541 | 8,176 | 73,411 |
| Total Revenue | $195,139 | $162,728 | $26,893 | $384,760 |
| Three Months Ended June 30, 2025 | ||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Consolidated | |
| Service Revenue - Third Party | $20,526 | $— | $1,350 | $21,876 |
| Service Revenue - Affiliate | 1,521 | 6,695 | 13,636 | 21,852 |
| Product Revenue - Third Party | 58,143 | 52,248 | — | 110,391 |
| Product Revenue - Affiliate | 664 | 36,533 | — | 37,197 |
| Lease Revenue - Affiliate | 36,913 | 9,139 | 8,982 | 55,034 |
| Total Revenue | $117,767 | $104,615 | $23,968 | $246,350 |
| Six Months Ended June 30, 2026 | ||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Consolidated | |
| Service Revenue - Third Party | $44,731 | $— | $2,595 | $47,326 |
| Service Revenue - Affiliate | 6,327 | 1,146 | 32,935 | 40,408 |
| Product Revenue - Third Party | 192,701 | 70,745 | — | 263,446 |
| Product Revenue - Affiliate | 2,567 | 193,978 | — | 196,545 |
| Lease Revenue - Affiliate | 103,489 | 14,655 | 16,357 | 134,501 |
| Total Revenue | $349,815 | $280,524 | $51,887 | $682,226 |
| Six Months Ended June 30, 2025 | ||||
|---|---|---|---|---|
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Consolidated | |
| Service Revenue - Third Party | $38,980 | $— | $2,932 | $41,912 |
| Service Revenue - Affiliate | 3,027 | 13,352 | 27,610 | 43,989 |
| Product Revenue - Third Party | 119,725 | 94,239 | — | 213,964 |
| Product Revenue - Affiliate | 3,883 | 85,859 | — | 89,742 |
| Lease Revenue - Affiliate | 70,755 | 17,864 | 18,054 | 106,673 |
| Total Revenue | $236,370 | $211,314 | $48,596 | $496,280 |
As of June 30, 2026, we expect to recognize approximately $461.1 million in service revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five toten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.
12 |
Our unfulfilled performance obligations as of June 30, 2026, were as follows (in thousands):
| Remainder of 2026 | $68,400 |
| 2027 | 135,787 |
| 2028 | 87,664 |
| 2029 | 78,241 |
| 2030 and thereafter | 90,958 |
| Total expected revenue on remaining performance obligations | $461,050 |
- Net Income per Unit
Basic net income per unit is computed by dividing net income by the weighted-average number of outstanding common units. Diluted net income per unit includes the effects of potentially dilutive units on our common units. As of June 30, 2026 and 2025, the only potentially dilutive units outstanding were unvested phantom units.
The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net income | $28,871 | $44,574 | $61,223 | $83,608 |
| Weighted average common units outstanding, basic | 53,175,413 | 53,445,803 | 53,343,964 | 53,524,792 |
| Dilutive effect of unvested phantom units | 64,768 | 27,468 | 86,150 | 28,435 |
| Weighted average common units outstanding, diluted | 53,240,181 | 53,473,271 | 53,430,114 | 53,553,227 |
| Net income per unit: | ||||
| Basic | $0.54 | $0.83 | $1.15 | $1.56 |
| Diluted (1) | $0.54 | $0.83 | $1.15 | $1.56 |
(1) There were 16,927 and 58,331 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2026, respectively. There were 23,647 and 16,862 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2025, respectively.
- Long-Term Obligations
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| DKL Revolving Facility | $248,100 | $211,850 |
| 2034 Notes | 800,000 | — |
| 2033 Notes | 700,000 | 700,000 |
| 2029 Notes | 650,000 | 1,050,000 |
| 2028 Notes | — | 400,000 |
| Principal amount of long-term debt | 2,398,100 | 2,361,850 |
| Less: Unamortized discount and premium and deferred financing costs | 25,383 | 17,430 |
| Total debt, net of unamortized discount and premium and deferred financing costs | $2,372,717 | $2,344,420 |
13 |
DKL Credit Facility
On March 26, 2026, the Partnership entered into a credit agreement (the “New Credit Agreement”) that provides for revolving commitments up to $1,300.0 million in the aggregate with a sublimit up to $150.0 million for letters of credit and up to $50.0 million for swing line loans (the “DKL Revolving Facility”). The DKL Revolving Facility replaced the Partnership's previous revolving credit facility and term loan facility under the Fourth Amended and Restated Credit Agreement (the "Prior Credit Agreement") and proceeds were used to pay all outstanding balances of the Prior Credit Agreement. In connection with the New Credit Agreement, the Partnership recorded $10.2 million of debt issuance costs, which are being amortized over the term of the DKL Revolving Facility. In addition, the Partnership recognized a loss on extinguishment of debt of $1.6 million related to the write-off of unamortized deferred issuance costs associated with the Prior Credit Agreement, which is recorded in interest expense in the accompanying condensed consolidated statements of income. The maturity date for the DKL Revolving Facility is the earliest of (i) March 26, 2031, (ii) the date that is 180 days prior to the earliest maturity date of the Partnership’s 8.625% Senior Notes due 2029 to the extent that on such date, no less than $500.0 million of aggregate principal amount of the 2029 Notes remains outstanding, and (iii) such date on which the Revolving Credit Commitments (as defined in the New Credit Agreement) are terminated in whole due to voluntary termination or certain events of default.
Borrowings under the DKL Revolving Facility bear interest at either (i) a base rate (equal to the highest of the Prime Rate, the Federal Funds Rate plus 0.50%, Term SOFR for a one-month interest period plus 1.00%, and 1.00%) plus an applicable margin ranging from 0.50% to 1.50% per annum, or (ii) a term SOFR-based tranche rate (subject to a 0.00% floor) plus an applicable margin ranging from 1.50% to 2.50% per annum, in each case depending on the Partnership's Total Leverage Ratio (as defined in the New Credit Agreement). Swing loans bear interest at the base rate plus the applicable margin for base rate loans. As of June 30, 2026, the weighted average interest rate was 6.05%. There were no letters of credit outstanding as of June 30, 2026.
The New Credit Agreement contains affirmative and negative covenants and events of default which the Partnership considers customary and are similar to, but allow additional flexibility to the Partnership and its restricted subsidiaries as compared with those in our Prior Credit Agreement.
The DKL Revolving Facility contains affirmative and negative covenants and events of default, which the Partnership considers customary and are similar to those in our predecessor DKL Revolving Facility. We believe we were in compliance with all covenant requirements as of June 30, 2026. Under the financial covenants in the DKL Revolving Facility, the Partnership cannot:
permit, as of the last day of each fiscal quarter, the Total Leverage Ratio (as defined in the New Credit Agreement) to be greater than 5.25 to 1.00;
permit, as of the last day of each fiscal quarter, the Senior Leverage Ratio (as defined in the New Credit Agreement) to be greater than 3.75 to 1.00; and
permit, as of the last day of each fiscal quarter, the interest coverage ratio to be equal to or less than 2.00 to 1.00.
The obligations under the DKL Revolving Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets. The carrying value of outstanding borrowings under the DKL Revolving Facility as of June 30, 2026, approximates their fair values. Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of June 30, 2026, we were in compliance with covenants on all of our debt instruments.
2034 Notes
On May 14, 2026, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with the Partnership, the “Issuers”), sold $800.0 million in aggregate principal amount of 6.875% senior notes due 2034 (the “2034 Notes”). Net proceeds were used to redeem the 2028 Notes including accrued interest and a portion of the 2029 Notes including accrued interest.
The 2034 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp. and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. The 2034 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers. The 2034 Notes will mature on June 1, 2034, and interest is payable semi-annually in arrears on each June 1 and December 1.
14 |
At any time prior to June 1, 2029, the Issuers may redeem up to 35% of the aggregate principal amount of the 2034 Notes at a redemption price of 106.875% of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to June 1, 2029, the Issuers may also redeem all or part of the 2034 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on June 1, 2029, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2034 Notes, at a redemption price of 103.438% of the redeemed principal for the twelve-month period beginning on June 1, 2029,101.719% for the twelve-month period beginning on June 1, 2030, and 100.00% beginning on June 1, 2031 and thereafter, plus accrued and unpaid interest, if any. The Issuers may also redeem all (but not a portion of) the 2034 Notes under certain circumstances if 90.00% or more of the aggregate principal amount of the outstanding 2034 Notes are purchased in connection with a change of control or alternate offer. In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2034 Notes from holders at a price equal to 101.00% of the principal amount thereof, plus accrued and unpaid interest.
We recorded $13.5 million of debt issuance costs which are being amortized over the term of the 2034 Notes and included in interest expense in the condensed consolidated statements of income. As of June 30, 2026, the effective interest rate was 7.15%. The estimated fair value of 2034 Notes was$797.3 million as of June 30, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.
2033 Notes
Our 2033 Notes are general unsecured senior obligations comprised of $700.0 million in aggregate principal 7.375% senior notes maturing on June 30, 2033. The 2033 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the existing Partnership's subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. As of June 30, 2026, the effective interest rate was 7.63%. The estimated fair value of the 2033 Notes was$714.4 million and $716.4 million as of June 30, 2026 and December 31, 2025, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.
2029 Notes
Our 2029 Notes are general unsecured senior obligations comprised of $650.0 million in aggregate principal 8.625% senior notes maturing on March 15, 2029. The 2029 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of June 30, 2026, the effective interest rate was 8.80%. The estimated fair value of the 2029 Notes was$676.6 million and $1,100.4 million as of June 30, 2026 and December 31, 2025, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.
Concurrent with the issuance of the 2034 Notes, the Partnership issued a conditional notice of partial redemption of the 2029 Notes at a redemption price of 104.313% for $400.0 million of the principal amount plus accrued interest. As a result, the Partnership recognized a loss on extinguishment of debt of $19.0 million, which is recorded in interest expense in the accompanying condensed consolidated statements of income.
2028 Notes
Our 2028 Notes were general unsecured senior obligations comprised of $400.0 million in aggregate principal of 7.125% senior notes with an original maturity date of June 1, 2028. The 2028 Notes were unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.).
On May 11, 2026, the Partnership made a cash tender offer to purchase all outstanding 2028 Notes, receiving tenders from holders of approximately $270.7 million in aggregate principal amount. The remaining 2028 Notes were subsequently redeemed by June 8, 2026, pursuant to the notice of conditional redemption, resulting in the full extinguishment of the $400.0 million aggregate principal. The Partnership recognized a loss on extinguishment of debt of $2.4 million, which is recorded in interest expense in the accompanying condensed consolidated statements of income.
- Equity
Equity Activity
The table below summarizes the changes in the number of units outstanding from December 31, 2025 through June 30, 2026.
15 |
| Common - Public | Common - Delek Holdings (1) | Total | |
|---|---|---|---|
| Balance at December 31, 2025 | 19,643,923 | 33,868,203 | 53,512,126 |
| Unit-based compensation awards (2) | 44,360 | — | 44,360 |
| Units transferred from Delek Holdings held in Treasury (3) | — | (359,372) | (359,372) |
| Balance at June 30, 2026 | 19,688,283 | 33,508,831 | 53,197,114 |
(1) As of June 30, 2026, Delek Holdings owned a 63.0% interest in the Partnership.
(2)Unit-based compensation awards are presented net of 21,588 units withheld for taxes for the six months ended June 30, 2026.
(3) Represents units transferred from Delek Holdings to the Partnership as consideration for the Tyler Tank transaction. These units are held in Treasury by the Partnership and were transferred at a cost of $52.87 per unit. See Note 3 for further details.
Long-Term Incentive Plan
On June 5, 2026, the holders of a majority of the Partnership's outstanding common units approved an amendment to the Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan (the "LTIP"). The amendment increased the number of common units available for issuance under the LTIP by 1,000,000 units, resulting in an aggregate of 1,912,207 common units authorized for issuance thereunder. The LTIP permits the grant of common units, restricted units, phantom units, unit appreciation rights, distribution equivalent rights and other unit-based awards to employees, directors and other service providers of the Partnership and its affiliates.
Unit Repurchase
On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement (the “Common Unit Purchase Agreement”) whereby the Partnership may repurchase common units from time to time from Delek Holdings inone or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”). The purchase price per common unit in each Repurchase will be the 30-day volume weighted-average price of the common units at the close of trading on the day prior to the closing date subject to certain limitations set forth in the Common Unit Purchase Agreement. The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants. During the six months ended June 30, 2025,243,075 common units were repurchased from Delek Holdings and cancelled at the time of the transaction for a total of $10.0 million. No common units were repurchased for the six months ended June 30, 2026. As of June 30, 2026, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
Cash Distributions
Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.
The table below summarizes the quarterly distributions related to our quarterly financial results:
| Quarter Ended | Total Quarterly Distribution Per Limited Partner Unit | Total Cash Distribution (in thousands) |
|---|---|---|
| December 31, 2024 | $1.105 | $59,302 |
| March 31, 2025 | $1.110 | $59,320 |
| June 30, 2025 | $1.115 | $59,612 |
| September 30, 2025 | $1.120 | $59,898 |
| December 31, 2025 | $1.125 | $60,202 |
| March 31, 2026 | $1.130 | $60,080 |
| June 30, 2026 (1) | $1.135 | $60,379 |
(1) On July 22, 2026, the board of directors of our general partner declared this quarterly cash distribution, payable on August 10, 2026, to unitholders of record on August 3, 2026. Total cash distribution is estimated based on the number of common units outstanding as of June 30, 2026.
- Equity Method Investments
The Partnership owns a 33% membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P., which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. Additionally, we havetwo pipeline joint ventures, in which we own a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems and a 33% membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics") to operate the other pipeline system.
The Partnership owns a 50% equity interest in Wink to Webster Holdings, LLC ("W2W Holdings"). Our interest in W2W Holdings includes a 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster") and related joint venture indebtedness.
16 |
W2W Holdings was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. We determined that W2W Holdings is a VIE. While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in W2W Holdings, and no single party has the power to direct the activities that most significantly impact W2W Holdings' economic performance.
Distributions received from Wink to Webster are first applied to service the debt of W2W Holdings wholly owned finance LLC, with excess distributions made to the W2W Holdings members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements. The obligations of the W2W Holdings members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.
As of June 30, 2026, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to W2W Holdings, nor any third-party associated with W2W Holdings contracted work. The Partnership's maximum exposure to any losses incurred by W2W Holdings is limited to its investment. The Partnership did not provide any financial support to equity method investments that it was not contractually obligated to provide during the three and six months ended June 30, 2026 and 2025.
The Partnership's investment balances in these joint ventures were as follows (in thousands):
| As of June 30, 2026 | As of December 31, 2025 | |
|---|---|---|
| Red River | $129,810 | $132,139 |
| W2W Holdings | 116,692 | 116,404 |
| CP LLC | 57,629 | 59,088 |
| Andeavor Logistics | 31,559 | 32,439 |
| Total Equity Method Investments | $335,690 | $340,070 |
- Segment Data
We review operating results infour reportable segments:(i) gathering and processing;(ii) wholesale marketing and terminalling;(iii) storage and transportation; and(iv) investment in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in corporate and other. The Partnership defines its segments based on how internally reported financial information is regularly reviewed by its chief operating decision maker ("CODM") to analyze financial performance, make decisions and allocate resources.
The CODM is the President of the Partnership. The CODM evaluates performance based on segment EBITDA for planning and forecasting purposes. The CODM considers budget to actual variances on a monthly basis when making decisions about allocation of operating and capital resources to each segment. Segment EBITDA is an important measure used by management to evaluate the financial performance of our core operations. We define segment EBITDA as net income before net interest expense, income taxes, depreciation, amortization, and proportional interest, taxes, depreciation and amortization of equity method investments. Segment data for prior periods has been restated and is consistent with the current year presentation. A reconciliation of segment EBITDA to net income is included in the tables below.
Assets by segment is not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.
17 |
The following table summarizes segment operating results, as measured by segment EBITDA, for the periods presented:
| Gathering and Processing · Wholesale Marketing and Terminalling · Storage and Transportation · Investments in Pipeline Joint Ventures · Total | ||||||
|---|---|---|---|---|---|---|
| Net revenues: | ||||||
| Affiliate (1) | $63,137 | $115,853 | $25,774 | $— | $204,764 | |
| Third party | 132,002 | 46,875 | 1,119 | — | 179,996 | |
| Total revenue | 195,139 | 162,728 | 26,893 | — | 384,760 | |
| Cost of materials and other | 71,939 | 151,562 | 13,934 | — | 237,435 | |
| Operating expenses | 29,739 | 2,551 | 5,377 | — | 37,667 | |
| Proportional EBITDA from equity method investments | — | — | — | (20,710) | (20,710) | |
| Other segment items (2) | 75 | 5 | (29) | — | 51 | |
| Segment EBITDA | 93,386 | 8,610 | 7,611 | 20,710 | 130,317 | |
| Reconciling items to consolidated net income before income taxes: | ||||||
| Corporate expenses and other | 10,277 | |||||
| Proportional interest, taxes, depreciation and amortization from equity-method investments | 6,219 | |||||
| Depreciation and amortization | 37,405 | |||||
| Interest income | (22,545) | |||||
| Interest expense | 70,090 | |||||
| Income tax expense | — | |||||
| Net income | $28,871 | |||||
| Gathering and Processing · Wholesale Marketing and Terminalling · Storage and Transportation · Investments in Pipeline Joint Ventures · Total | ||||||
|---|---|---|---|---|---|---|
| Net revenues: | ||||||
| Affiliate (1) | $39,098 | $52,367 | $22,618 | $— | $114,083 | |
| Third party | 78,669 | 52,248 | 1,350 | — | 132,267 | |
| Total revenue | 117,767 | 104,615 | 23,968 | — | 246,350 | |
| Cost of materials and other | 21,748 | 84,496 | 13,090 | — | 119,334 | |
| Operating expenses | 31,516 | 1,171 | 3,794 | — | 36,481 | |
| Proportional EBITDA from equity method investments | — | — | — | (17,041) | (17,041) | |
| Other segment items (1) | 556 | 9 | 57 | — | 622 | |
| Segment EBITDA | 63,947 | 18,939 | 7,027 | 17,041 | 106,954 | |
| Reconciling items to consolidated net income before income taxes: | ||||||
| Corporate expenses and other | 10,360 | |||||
| Proportional interest, taxes, depreciation and amortization from equity-method investments | 6,505 | |||||
| Depreciation and amortization | 27,097 | |||||
| Interest income | (23,538) | |||||
| Interest expense | 41,711 | |||||
| Income tax expense | 245 | |||||
| Net income | $44,574 | |||||
18 |
| Gathering and Processing · Wholesale Marketing and Terminalling · Storage and Transportation · Investments in Pipeline Joint Ventures · Total | ||||||
|---|---|---|---|---|---|---|
| Net revenues: | ||||||
| Affiliate | $112,383 | $209,779 | $49,292 | $— | $371,454 | |
| Third party | 237,432 | 70,745 | 2,595 | — | 310,772 | |
| Total revenue | 349,815 | 280,524 | 51,887 | — | 682,226 | |
| Cost of materials and other | 122,240 | 256,694 | 27,072 | — | 406,006 | |
| Operating expenses | 62,178 | 5,423 | 11,503 | — | 79,104 | |
| Proportional EBITDA from equity method investments | — | — | — | (39,029) | (39,029) | |
| Other segment items (1) | 1,391 | 35 | (54) | — | 1,372 | |
| Segment EBITDA | $164,006 | $18,372 | $13,366 | $39,029 | 234,773 | |
| Reconciling items to consolidated net income before income taxes: | ||||||
| Corporate expenses and other | 19,877 | |||||
| Proportional interest, taxes, depreciation and amortization from equity-method investments | 12,915 | |||||
| Depreciation and amortization | 73,906 | |||||
| Interest income | (54,830) | |||||
| Interest expense | 121,682 | |||||
| Income tax expense | — | |||||
| Net income | $61,223 | |||||
| Gathering and Processing · Wholesale Marketing and Terminalling · Storage and Transportation · Investments in Pipeline Joint Ventures · Total | ||||||
|---|---|---|---|---|---|---|
| Net revenues: | ||||||
| Affiliate | $77,665 | $117,075 | $45,664 | $— | $240,404 | |
| Third party | 158,705 | 94,239 | 2,932 | — | 255,876 | |
| Total revenue | 236,370 | 211,314 | 48,596 | — | 496,280 | |
| Cost of materials and other | 46,092 | 174,149 | 28,117 | — | 248,358 | |
| Operating expenses | 62,097 | 4,970 | 8,955 | — | 76,022 | |
| Proportional EBITDA from equity method investments | — | — | — | (33,856) | (33,856) | |
| Other segment items (1) | (3,705) | 19 | 83 | — | (3,603) | |
| Segment EBITDA | $131,886 | $32,176 | $11,441 | $33,856 | 209,359 | |
| Reconciling items to consolidated net income before income taxes: | ||||||
| Corporate expenses and other | 20,614 | |||||
| Proportional interest, taxes, depreciation and amortization from equity-method investments | 13,170 | |||||
| Depreciation and amortization | 54,813 | |||||
| Interest income | (46,085) | |||||
| Interest expense | 82,812 | |||||
| Income tax expense | 427 | |||||
| Net income | $83,608 | |||||
(1)Other segment items include general and administrative expense, other operating (income) loss and other income.
19 |
The following is a summary of other segment information for the periods presented:
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | |
|---|---|---|---|---|---|---|
| Depreciation and amortization | $33,870 | $762 | $2,000 | $— | $773 | $37,405 |
| Interest income | $10,004 | $4,089 | $8,452 | $— | $— | $22,545 |
| Capital spending (1) | $59,623 | $450 | $801 | $— | $— | $60,874 |
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | |
|---|---|---|---|---|---|---|
| Depreciation and amortization | $24,085 | $952 | $1,301 | $— | $759 | $27,097 |
| Interest income | $11,113 | $4,109 | $8,316 | $— | $— | $23,538 |
| Capital spending (1) | $117,218 | $65 | $1,906 | $— | $— | $119,189 |
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | |
|---|---|---|---|---|---|---|
| Depreciation and amortization | $67,111 | $1,530 | $3,725 | $— | $1,540 | $73,906 |
| Interest income | $20,162 | $8,106 | $26,562 | $— | $— | $54,830 |
| Capital spending (1) | $109,142 | $561 | $996 | $— | $— | $110,699 |
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | |
|---|---|---|---|---|---|---|
| Depreciation and amortization | $48,808 | $1,904 | $2,582 | $— | $1,519 | $54,813 |
| Interest income | $22,478 | $8,270 | $15,337 | $— | $— | $46,085 |
| Capital spending (1) | $188,529 | $155 | $2,448 | $— | $— | $191,132 |
(1)Capital spending includes additions on an accrual basis.
20 |
- Commitments and Contingencies
Litigation
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements.
Environmental, Health and Safety
We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public. The State of New Mexico promulgated new regulations to limit emissions from oil and gas operations in 2022. The cost to comply is not expected to be material. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, salt wells, trucks and related operations, and may be subject to revocation, modification and renewal.
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.
Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.
21 |
- Leases
Lessee
In March 2026, we entered into an arrangement with a third party to construct, own, and subsequently lease to us certain sour gas gathering equipment near our Libby gas processing plant. The construction is expected to be completed in the second half of 2026, at which time we have committed to enter into a finance lease for the equipment. During construction, we are not deemed to control the assets and are not obligated to fund construction costs; therefore, we have not recognized the assets or related obligations on our balance sheet as of June 30, 2026. The total estimated project cost is approximately $60.0 million. Upon lease commencement, we will recognize a right-of-use asset and lease liability in accordance with ASC 842, Leases("ASC 842").
Lessor
We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings. Revenue from these leases is recorded in affiliate revenue in the accompanying condensed consolidated statements of income and comprehensive income.
We recognized any billings in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in lease revenues.
Lease income included in the accompanying condensed consolidated statements of income and comprehensive income were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2026 | 2025 | 2026 | 2025 |
| Operating leases: | ||||
| Lease revenue | $68,875 | $50,717 | $126,074 | $99,316 |
| Sales-type leases: | ||||
| Interest income (Sales-type rental revenue-fixed minimum) | $22,504 | $23,533 | 54,766 | 46,080 |
| Lease revenue (Revenue from variable lease payments) | 4,536 | 4,317 | 8,427 | 7,357 |
| Sales-type lease income | $27,040 | $27,850 | $63,193 | $53,437 |
- Subsequent Events
Distribution Declaration
On July 22, 2026, our general partner's board of directors declared a quarterly cash distribution of $1.135 per unit, payable on August 10, 2026, to unitholders of record on August 3, 2026.
22 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.