Delek US Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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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.
Sep 30, 2026 · Filed Nov 6, 2026
DK$63.95+2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053106
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001628280-26-071515
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 346 previous paragraphs and 359 current paragraphs.
196 unchanged; 113 reworded; 47 added; 31 removed; 6 previous and 3 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (47)
Current report
On September 29, 2026, Delek completed an offering of $460.0 million aggregate principal amount 0.00% Convertible Senior Notes due 2031. In connection with the offering, the Company entered into privately negotiated capped call transactions with certain counterparties, which are expected to generally reduce potential dilution of the Company's common stock upon conversion, if any. Additional proceeds will be used to partially repay the Delek Term Loan Credit Facility.
Current report
Delek Logistics Intercompany Agreements
Current report
Delek Logistics Equity Offering
Current report
On August 14, 2026 Delek Logistics completed an underwritten offering of 4,600,000 common units representing limited interests in the Partnership at a price of $50 per unit. Net proceeds of the offering were used to repay outstanding borrowings under the Delek Logistics Revolving Facility.
Current report
•increased sales volumes (including purchased products) in our refining segment; and
Current report
•increased sales volume (including purchased products) in our refining segment;
Current report
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the third quarter of 2025.
Current report
•an increase in the price of RINs for the nine months ended September 30, 2026;
Current report
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the nine months ended September 30, 2025; and
Current report
•an increase in lease and rental costs of $2.0 million, supplies of $1.6 million and insurance costs of $1.3 million.
Current report
General and administrative expenses were $53.4 million for the third quarter of 2026 compared to $76.8 million for the third quarter of 2025, a decrease of $23.4 million, or 30.5%. The decrease was primarily driven by decreased employee costs of $26.9 million partially offset by an increase of outside services of $5.6 million.
Current report
Asset Impairment
Current report
No asset impairment was recorded for the third quarter of 2026 compared to $16.3 million for the third quarter of 2025, a decrease of $16.3 million, or 100.0%. The decrease was primarily related to the impairment of software development costs for $11.6 million in the third quarter of 2025.
Current report
No asset impairment was recorded for the nine months ended September 30, 2026 compared to $16.3 million for the nine months ended September 30, 2025, a decrease of $16.3 million, or 100.0%. The decrease was primarily related to the impairment of software development costs for $11.6 million in the nine months ended September 30, 2025.
Current report
Interest expense, net was $73.4 million in the third quarter of 2026, compared to $93.1 million in the third quarter of 2025, a decrease of $19.7 million, or 21.2%, primarily driven by the following:
Current report
Interest expense, net was $258.0 million in the nine months ended September 30, 2026, compared to $263.1 million for the nine months ended September 30, 2025, a decrease of $5.1 million, or 1.9% primarily due to the following:
Current report
•a decrease in income from our asphalt terminal investment of $12.0 million; and
Current report
•a decrease in income from our investment in two other pipeline joint ventures of $2.6 million.
Current report
•an increase in income from our investment in W2W Holdings LLC of $7.4 million.
Current report
Other expense (income), net was $2.3 million of expense in the third quarter of 2026 compared to $1.2 million of income in the third quarter of 2025, an increase of $3.5 million, or 291.7%.
Current report
•an increase to pre-tax income of $1,504.5 million; and
Current report
•an increase in the average price of U.S. Gulf Coast gasoline of 58.2%, ULSD of 86.0% and U.S. Gulf Coast HSD of 86.3%; and
Current report
•an increase in sales volumes (including purchased products).
Current report
•an increase in the average price of U.S. Gulf Coast gasoline of 40.3%, ULSD of 59.9%, and U.S. Gulf Coast HSD of 60.5%.
Current report
•increased sales volume (including purchased products); and
Current report
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for third quarter of 2025.
Current report
•an increase in the price of RINs for the nine months ended September 30, 2026.
Current report
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the nine months ended September 30, 2025; and
Current report
Operating expenses increased by $0.7 million, or 0.4%, in the third quarter of 2026 compared to the third quarter of 2025. The increase in operating expenses was primarily driven by employee expenses and certain variable costs.
Current report
•increased sales volume (including purchased products); and
Current report
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the third quarter of 2025.
Current report
•small refinery exemptions received in the third quarter of 2026 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $334.7 million compared to a reduction of $280.8 million for the third quarter of 2025.
Current report
◦the average sales prices per gallon of gasoline and diesel sold increased by $1.00 and $1.88 per gallon, respectively;
Current report
◦the volumes of gasoline and diesel sold decreased by 3.9 million gallons and 1.1 million gallons, respectively.
Current report
Net revenues included sales to our refining segment of $184.2 million and $131.0 million for the three months ended September 30, 2026 and September 30, 2025, respectively. We eliminate this intercompany revenue in consolidation.
Current report
◦the average sales prices per gallon of gasoline and diesel sold increased by $0.67 and $1.25 per gallon, respectively;
Current report
•a decrease of $20.3 million associated with the termination of the East Texas Marketing Agreement.
Current report
◦the average cost per gallon of gasoline and diesel sold increased by $0.94 per gallon and $1.81 per gallon, respectively; and
Current report
◦the volumes of gasoline and diesel sold decreased by 3.9 million gallons and 1.1 million gallons, respectively.
Current report
◦the average cost per gallon of gasoline and diesel sold increased by $0.65 per gallon and $1.29 per gallon, respectively; and
Showing the first 40 of 47 passages. Open the source sections for the rest.
Removed paragraphs (31)
Previous report
Delek Logistics
Previous report
•an increase in the price of RINs for the six months ended June 30, 2026; and
Previous report
General and administrative expenses were $56.7 million for the second quarter of 2026 compared to $76.6 million for the second quarter of 2025, a decrease of $19.9 million, or 26.0%. The decrease was primarily driven by decreased restructuring costs of $15.8 million, supplies costs of $2.2 million, and outside services of $2.1 million.
Previous report
Interest expense, net was $100.1 million in the second quarter of 2026, compared to $85.9 million in the second quarter of 2025, an increase of $14.2 million, or 16.5%, primarily driven by the following:
Previous report
Interest expense, net was $184.6 million in the six months ended June 30, 2026, compared to $170.0 million for six months ended June 30, 2025, an increase of $14.6 million, or 8.6% primarily due to the following:
Previous report
Other expense, net decreased by $6.1 million, or 98.4%, to $0.1 million in the second quarter of 2026 compared to $6.2 million in the second quarter of 2025 primarily driven by the following:
Previous report
•an impairment recognized on two investments held at cost within other non-current assets for $8.6 million during the second quarter of 2025.
Previous report
•an impairment recognized on two investments held at cost within other non-current assets for $8.6 million during the six months ended June 30, 2025.
Previous report
•a decrease to pre-tax loss with $27.0 million in the six months ended June 30, 2026 compared to a pre-tax loss of $298.4 million in the six months ended June 30, 2025; and
Previous report
•an increase in the average price of U.S. Gulf Coast gasoline of 57.4%, ULSD of 76.9% and U.S. Gulf Coast HSD of 81.1%.
Previous report
•an increase in the average price of U.S. Gulf Coast gasoline of 33.7%, ULSD of 47.0%, and U.S. Gulf Coast HSD of 47.5%.
Previous report
•an increase in the price of RINs for the second quarter of 2026.
Previous report
•an increase in the price of RINs for the six months ended June 30, 2026.
Previous report
Operating expenses increased by $5.6 million, or 3.7%, in the second quarter of 2026 compared to the second quarter of 2025. The increase in operating expenses was primarily driven by the following:
Previous report
•a decrease in outside services of $4.9 million.
Previous report
•an increase in employee expenses of $7.5 million and lease and rental expenses of $4.4 million.
Previous report
◦the average sales prices per gallon of gasoline and diesel sold increased by $1.06 and $1.52 per gallon, respectively; and
Previous report
Net revenues included sales to our refining segment of $204.8 million and $114.0 million for the three months ended June 30, 2026 and June 30, 2025, respectively, and sales corporate and other of $0.0 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. We eliminate this intercompany revenue in consolidation.
Previous report
◦the average sales prices per gallon of gasoline and diesel sold increased by $0.57 and $0.95 per gallon, respectively;
Previous report
◦the average cost per gallon of gasoline and diesel sold increased by $1.11 per gallon and $1.68 per gallon, respectively; and
Previous report
◦the volumes of gasoline sold increased by 4.9 million, while diesel sold decreased by 1.3 million gallons, respectively.
Previous report
◦the average cost per gallon of gasoline and diesel sold increased by $0.57 per gallon and $1.06 per gallon, respectively; and
Previous report
•an increase of $76.1 million in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations.
Previous report
Operating expenses increased by $5.2 million, or 13.6%, in the second quarter of 2026 compared to the second quarter of 2025, primarily driven by the following:
Previous report
•an increase of $8.4 million in outside services, primarily related to professional consulting and contract services; and
Previous report
•a decrease in variable expenses of $4.6 million and a $3.1 million decrease in maintenance and repairs costs.
Previous report
Operating expenses increased by $11.3 million, or 14.3%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by the following:
Previous report
•an increase of $13.8 million in outside services, primarily related to professional consulting and contract services;
Previous report
•an increase in insurance expense of $1.7 million and an increase in supplies expense of $1.6 million.
Previous report
EBITDA increased by $26.1 million, or 13.8%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by the following:
Previous report
•aggregate principal of $248.1 million under the Delek Logistics Revolving Facility (maturity of March 26, 2031 and average borrowing rate of 6.05%);
Reworded paragraphs (113)
Previous wording
•other factors discussed under Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in our other filings with the SEC.
Current wording
•other factors discussed under Item 1A. Risk Factors and Item 7 of our Annual Report on Form 10-K. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in our other filings with the SEC.
Previous wording
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 without 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 remain committed to building on the progress achieved through the EOP since 2024 and unlocking further free cash flow improvements across all business lines. In 2026, we completed the Big Spring Refinery turnaround safely, on budget and on-time, positioning 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 return refining-related activities and assets back to our refining segment and create further economic independence for our Logistics business.
Current wording
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 without 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 remain committed to building on the progress achieved through the EOP since 2024 and unlocking further free cash flow improvements across all business lines. In 2026, we completed the Big Spring Refinery turnaround safely, on budget and on-time, positioning us to maximize operations for the summer driving season. We also advanced our strong balance sheet initiatives, including issuing new 0% Convertible Notes due 2031, 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 return refining-related activities and assets back to our refining segment and create further economic independence for our Logistics business.
Previous wording
Global crude oil and refined product markets have experienced significant volatility in 2026, driven by geopolitical instability in the Middle East, including the ongoing conflict involving Iran and resulting disruptions to maritime transit through the Strait of Hormuz. During the second quarter of 2026, our Refining segment continued to benefit from a constructive margin environment compared to 2025, supported by increased crack spreads and favorable crude oil differentials. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, but the WTI Midland to Cushing differential widened in the second quarter of 2026. We will continue to execute on our priorities of safe and reliable operations, advancing our EOP cost saving initiatives, and delivering shareholder value while maintaining our financial strength and flexibility.
Current wording
Global crude oil and refined product markets have experienced significant volatility in 2026, driven by geopolitical instability in the Middle East, including the ongoing conflict involving Iran and resulting disruptions to maritime transit through the Strait of Hormuz. During the third quarter of 2026, our Refining segment continued to benefit from a constructive margin environment compared to 2025, supported by record crack spreads and favorable crude oil differentials. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential narrowed in the third quarter of 2026. Looking ahead, we expect North American refined product market fundamentals to remain a key area of focus for the foreseeable future, as regional supply and demand dynamics, refining capacity constraints and evolving global trade flows continue to influence market conditions and refining margins.
Previous wording
The near term economic outlook remains uncertain due to geopolitical instability, commodity market volatility and our requirements to comply with the U.S. Environmental Protection Agency’s Renewable Fuel Standard - 2 ("RFS-2") regulations. On August 3, 2026 EPA announced its final action on certain petitions for small refinery exemptions under the Renewable Fuel Standard program, which included the petition submitted for the Krotz Springs refinery for the 2024 compliance year. The EPA’s action follows the D.C. Court of Appeals’ April 7, 2026 decision vacating the EPA’s prior denial of the 2024 exemption application. We believe this action reinforces the important role that SREs play in ensuring the RFS program appropriately recognizes the disproportionate economic hardship that is experienced by qualifying small refineries.
Current wording
The near term economic outlook also remains uncertain due to our requirements to comply with the U.S. Environmental Protection Agency’s Renewable Fuel Standard - 2 ("RFS-2") regulations. On August 3, 2026 EPA announced its final action on certain petitions for small refinery exemptions under the Renewable Fuel Standard program, which included a full exemption for the Krotz Springs refinery for the 2024 compliance year. On August 31, 2026 the EPA announced its action on petitions for small refinery exemptions under the 2025 compliance year, which included full exemptions for all four Delek refineries. The SREs resulted in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of $334.7 million in the third quarter of 2026. We believe these actions reinforce the important role that SREs play in ensuring the RFS program appropriately recognizes the disproportionate economic hardship that is experienced by qualifying small refineries.
Previous wording
In response to 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.
Current wording
In response to uncertainty, we will continue to execute on our priorities of safe and reliable operations, advancing our EOP cost saving initiatives, and delivering shareholder value while maintaining our financial strength and flexibility. We continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure and continue to advance our strategic initiatives aimed at long-term value creation.
Previous wording
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 June 30, 2026, we returned $51.2 million of capital in 2026 to shareholders through dividends and share buybacks.
Current wording
We want to reward our shareholders with a disciplined and balanced capital allocation framework. As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate. As of September 30, 2026, we returned $116.8 million of capital in 2026 to shareholders through dividends and share buybacks.
Previous wording
On May 15, 2026, Delek entered into an amendment (“Amendment No. 1”) to the Delek Term Loan Credit Facility. Proceeds and cash on hand were used to refinance the Company’s existing term loan facility. As a result of the refinancing effected pursuant to Amendment No. 1, outstanding term loans of the Company were reduced to an aggregate principal amount of $850.0 million. Amendment No. 1, among other modifications, (i) extended the maturity of the Delek Term Credit Facility to May 15, 2032 and (ii) reduced the rate of interest on borrowings, at the Company’s election, to either term SOFR plus 300 basis points or base rate plus 200 basis points. The amendment also allows for up to 750.0 million in incremental loans subject to certain restrictions.
Current wording
On May 15, 2026, Delek entered into an amendment (“Amendment No. 1”) to the Delek Term Loan Credit Facility. Proceeds and cash on hand were used to refinance the Company’s existing term loan facility. As a result of the refinancing effected pursuant to Amendment No. 1, outstanding term loans of the Company were reduced to an aggregate principal amount of $850.0 million. Amendment No. 1, among other modifications, (i) extended the maturity of the Delek Term Credit Facility to May 15, 2032 and (ii) reduced the rate of interest on borrowings, at the Company’s election, to either term SOFR plus 300 basis points or base rate plus 200 basis points. The amendment also allows for up to $750.0 million in incremental loans subject to certain restrictions.
Previous wording
$1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement.
Current wording
On April 9, 2026, the Company entered into Amendment No. 4 to Third Amended and Restated Credit Agreement (“Amendment No. 4” and, as amended, the "ABL Credit Agreement"). Amendment No. 4, among other modifications, (i) increased the revolving loan commitments from $1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement.
Previous wording
Our refining segment also owns two biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas and New Albany, Mississippi. During the second quarter of 2024, we made the decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives. In the fourth quarter of 2025, we sold our Cleburne, Texas facility. In addition, the refining segment includes
Current wording
Our refining segment also owns two biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas and New Albany, Mississippi. During the second quarter of 2024, we made the decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives. In the fourth quarter of 2025, we sold our Cleburne, Texas facility. In addition, the refining segment includes our wholesale crude operations and our 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.
Previous wording
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 63.0% interest at June 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. 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.
Current wording
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 58.0% interest at September 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. 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 miles 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.
Previous wording
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 two quarterly periods in 2026.
Current wording
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 three quarterly periods in 2026.
Previous wording
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 two quarterly periods in 2026.
Current wording
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 three quarterly periods in 2026.
Previous wording
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 two quarterly periods in 2026.
Current wording
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 three quarterly periods in 2026.
Previous wording
Crack spreads are used as benchmarks for predicting and evaluating a refinery's product margins by measuring the difference between the market price of feedstocks/crude oil and the resultant refined products. Generally, a crack spread represents the approximate refining margin resulting from processing one barrel of crude oil into its outputs, generally gasoline and diesel fuel.
Current wording
Crack spreads are used as benchmarks for predicting and evaluating a refinery's product margins by measuring the difference between the market price of feedstocks/crude oil and the resultant refined products. Generally, a crack spread represents the approximate refining margin resulting from processing one barrel of crude oil into its outputs, generally gasoline and diesel fuel. During 2026, crack spreads have increased significantly, primarily due to tighter global refined product supplies resulting from refinery outages and disruptions in the Middle East, Russia and other regions, as well as geopolitical tensions and constraints on global refining capacity. These conditions have contributed to elevated gasoline and distillate crack spreads, particularly for diesel fuel. Crack spreads may continue to be volatile due to changes in global refined product supply and demand, refinery utilization, geopolitical developments, crude oil prices and other market factors outside of our control.
Previous wording
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 two quarterly periods in 2026.
Current wording
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 three quarterly periods in 2026.
Previous wording
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, 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.
Current wording
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 manage 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, 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. Due to the volatility of RIN prices, we cannot predict future RIN compliance costs with certainty, and fluctuations in RIN prices could have significant adverse effects on our refining margins. During 2026, RIN prices have increased significantly, driven in part by regulatory uncertainty surrounding the Renewable Fuel Standard ("RFS") Set 2 reallocation provisions. RIN prices may continue to experience volatility as a result of changes in laws and regulations, actions taken by the EPA, the granting of small refinery exemptions, decisions regarding the reallocation of exempted renewable fuel volumes, and other factors affecting the refining industry.
Previous wording
The chart below illustrates the volatility in RINs for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.
Current wording
The chart below illustrates the volatility in RINs for each of the quarterly periods in 2025 and for the three quarterly periods in 2026.
Previous wording
The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.
Current wording
The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") for each of the quarterly periods in 2025 and for the three quarterly periods in 2026.
Previous wording
The following table provides a reconciliation of EBITDA attributable to Delek to the most directly comparable U.S. GAAP measure, net (loss) income attributable to Delek:
Current wording
The following table provides a reconciliation of EBITDA attributable to Delek to the most directly comparable U.S. GAAP measure, net income (loss) attributable to Delek:
Previous wording
Consolidated Results of Operations — Comparison of the Three and Six Months Ended June 30, 2026 versus the Three and Six Months Ended June 30, 2025
Current wording
Consolidated Results of Operations — Comparison of the Three and Nine Months Ended September 30, 2026 versus the Three and Nine Months Ended September 30, 2025
Previous wording
Consolidated net income for the second quarter of 2026 was $180.1 million compared to net loss of $90.1 million for the second quarter of 2025. Consolidated net income attributable to Delek for the second quarter of June 30, 2026 was $169.5 million, or $2.76 per basic share, compared to a net loss of $106.4 million, or $(1.76) per basic share, for the second quarter 2025. Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.
Current wording
Consolidated net income for the third quarter of 2026 was $1,152.4 million compared to net income of $194.8 million for the third quarter of 2025. Consolidated net income attributable to Delek for the third quarter of September 30, 2026 was $1,133.8 million, or $18.55 per basic share, compared to a net income of $178.0 million, or $2.96 per basic share, for the third quarter 2025. Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.
Previous wording
Consolidated net loss for the six months ended June 30, 2026 was $10.8 million compared to a net loss of $248.6 million for the six months ended June 30, 2025. Consolidated net loss attributable to Delek for the six months ended June 30, 2026 was $31.8 million, or $(0.52) per basic share, compared to a loss of $279.1 million, or $(4.55) per basic share, for the six months ended June 30, 2025. Explanations for significant drivers impacting net loss as compared to the comparable period of the prior year are discussed in the sections below.
Current wording
Consolidated net income (loss) for the nine months ended September 30, 2026 was $1,141.6 million compared to a net loss of $53.8 million for the nine months ended September 30, 2025. Consolidated net income attributable to Delek for the nine months ended September 30, 2026 was $1,102.0 million, or $18.10 per basic share, compared to a loss of $101.1 million, or $(1.66) per basic share, for the nine months ended September 30, 2025. Explanations for significant drivers impacting net income (loss) as compared to the comparable period of the prior year are discussed in the sections below.
Previous wording
In the second quarter of 2026 and 2025, we generated net revenues of $4,087.0 million and $2,764.6 million, respectively, an increase of $1,322.4 million, or 47.8%. The increase in net revenues was primarily driven by the following factors:
Current wording
In the third quarter of 2026 and 2025, we generated net revenues of $4,392.1 million and $2,887.0 million, respectively, an increase of $1,505.1 million, or 52.1%. The increase in net revenues was primarily driven by the following factors:
Previous wording
•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 57.4%, ULSD of 76.9% and U.S. Gulf Coast HSD of 81.1%;
Current wording
•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 58.2%, ULSD of 86.0% and U.S. Gulf Coast HSD of 86.3%;
Previous wording
We generated net revenues of $6,740.1 million and $5,406.5 million during the six months ended June 30, 2026 and 2025, respectively, an increase of $1,333.6 million, or 24.7%. The increase in net revenues was primarily due to the following:
Current wording
We generated net revenues of $11,132.2 million and $8,293.5 million during the nine months ended September 30, 2026 and 2025, respectively, an increase of $2,838.7 million, or 34.2%. The increase in net revenues was primarily due to the following:
Previous wording
•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 33.7%, ULSD of 47.0%, and U.S. Gulf Coast HSD of 47.5%; and
Current wording
•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 40.3%, ULSD of 59.9%, and U.S. Gulf Coast HSD of 60.5%; and
Previous wording
Cost of materials and other was $3,390.6 million for the second quarter of 2026 compared to $2,415.0 million for the second quarter of 2025, an increase of $975.6 million, or 40.4%. The net increase in cost of materials and other was primarily driven by the following:
Current wording
Cost of materials and other was $2,479.5 million for the third quarter of 2026 compared to $2,165.7 million for the third quarter of 2025, an increase of $313.8 million, or 14.5%. The net increase in cost of materials and other was primarily driven by the following:
Previous wording
•increases in cost of crude oil feedstocks at the refineries, including a 45.4% increase in the average cost of WTI Cushing crude oil and a 47.0% increase in the average cost of WTI Midland crude oil;
Current wording
•increases in cost of crude oil feedstocks at the refineries, including a 31.9% increase in the average cost of WTI Cushing crude oil and a 31.0% increase in the average cost of WTI Midland crude oil;
Previous wording
Cost of materials and other was $5,856.4 million for the six months ended June 30, 2026, compared to $4,814.5 million for the six months ended June 30, 2025, an increase of $1,041.9 million, or 21.6%. The net increase in cost of materials and other primarily related to the following:
Current wording
Cost of materials and other was $8,335.9 million for the nine months ended September 30, 2026, compared to $6,980.2 million for the nine months ended September 30, 2025, an increase of $1,355.7 million, or 19.4%. The net increase in cost of materials and other primarily related to the following:
Previous wording
•an increase in the cost of crude oil feedstocks at the refineries, including a 19.3% increase in the average cost of WTI Cushing crude oil and a 19.5% increase in the average cost of WTI Midland crude oil;
Current wording
•an increase in the cost of crude oil feedstocks at the refineries, including a 25.1% increase in the average cost of WTI Cushing crude oil and a 25.1% increase in the average cost of WTI Midland crude oil;
Previous wording
•decreased sales volume (including purchased products) in our refining segment primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Current wording
•decreased sales volumes (including purchased products) in our refining segment primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Previous wording
Operating expenses (included in both cost of sales and other operating expenses) were $223.0 million for the second quarter of 2026 compared to $212.0 million for the second quarter of 2025, an increase of $11.0 million, or 5.2%. The increase in operating expenses was primarily driven by the following:
Current wording
Operating expenses (included in both cost of sales and other operating expenses) were $228.6 million for the third quarter of 2026 compared to $231.3 million for the third quarter of 2025, a decrease of $2.7 million, or 1.2%. The decrease in operating expenses was primarily driven by the following:
Previous wording
•an increase in employee costs of $7.8 million, rental costs of $3.6 million and outside services of $2.5 million.
Current wording
•an decrease in employee costs of $2.5 million and outside services of $4.6 million.
Previous wording
Operating expenses (included in both cost of sales and other operating expenses) were $444.5 million for the six months ended June 30, 2026 compared to $424.4 million for the six months ended June 30, 2025, an increase of $20.1 million, or 4.7%. The increase in operating expenses was primarily driven by the following:
Current wording
Operating expenses (included in both cost of sales and other operating expenses) were $673.1 million for the nine months ended September 30, 2026 compared to $655.7 million for the nine months ended September 30, 2025, an increase of $17.4 million, or 2.7%. The increase in operating expenses was primarily driven by the following:
Previous wording
•an increase in employee costs of $19.0 million, insurance costs of $4.2 million, supplies of $3.5 million and lease and rental costs of $3.1 million.
Current wording
•an increase in employee costs of $18.1 million, insurance costs of $5.5 million, supplies of $5.2 million and lease and rental costs of $5.2 million.
Previous wording
◦a decrease in variable expenses of $6.6 million including electricity, natural gas, chemical and catalyst costs and maintenance costs of $5.7 million.
Current wording
•a decrease in variable expenses of $7.2 million including electricity, natural gas, chemical and catalyst costs, maintenance costs of $6.3 million and outside service of $6.3 million and outside services of $5.7 million
Previous wording
General and administrative expenses were $100.7 million for the six months ended June 30, 2026 compared to $138.1 million for the six months ended June 30, 2025, a decrease of $37.4 million, or 27.1%. The decrease was primarily driven by decreased restructuring costs of $21.4 million, employee costs of $8.0 million, and supplies costs of $4.4 million.
Current wording
General and administrative expenses were $154.1 million for the nine months ended September 30, 2026 compared to $214.9 million for the nine months ended September 30, 2025, a decrease of $60.8 million, or 28.3%. The decrease was primarily driven by decreased restructuring costs of $14.5 million, employee costs of $40.5 million, and supplies costs of $6.2 million.
Previous wording
Depreciation and amortization (included in both cost of sales and other operating expenses) was $115.7 million for the second quarter of 2026 compared to $94.1 million for the second quarter of 2025, an increase of $21.6 million, or 23.0%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.
Current wording
Depreciation and amortization (included in both cost of sales and other operating expenses) was $111.4 million for the third quarter of 2026 compared to $101.3 million for the third quarter of 2025, an increase of $10.1 million, or 10.0%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.
Previous wording
Depreciation and amortization (included in both cost of sales and other operating expenses) was $219.0 million for the six months ended June 30, 2026 compared to $195.4 million for the six months ended June 30, 2025, an increase of $23.6 million, or 12.1%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.
Current wording
Depreciation and amortization (included in both cost of sales and other operating expenses) was $330.4 million for the nine months ended September 30, 2026 compared to $296.7 million for the nine months ended September 30, 2025, an increase of $33.7 million, or 11.4%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.
Previous wording
Other operating expense, net decreased by $1.8 million in the second quarter of 2026 to income of $1.4 million compared to expense of $0.4 million in the second quarter of 2025.
Current wording
Other operating expense, net decreased by $0.4 million in the third quarter of 2026 to expense of $0.3 million compared to income of $0.1 million in the third quarter of 2025.
Showing the first 40 of 113 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
These decreases were partially offset by the following:
Current report — wording carried from elsewhere
•an increase in the price of RINs for the three months ended September 30, 2026.
Current report — wording carried from elsewhere
•the Delek Logistics Revolving Facility with no outstanding borrowings (maturity of March 26, 2031);
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report — wording carried elsewhere
On April 9, 2026, the Company entered into Amendment No. 4 to Third Amended and Restated Credit Agreement (“Amendment No. 4” and, as amended, the "ABL Credit Agreement"). Amendment No. 4, among other modifications, (i) increased the revolving loan commitments from
Previous report — wording carried elsewhere
our wholesale crude operations and our 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.
Previous report — wording carried elsewhere
•a decrease in variable expenses of $4.6 million including electricity, natural gas, chemical and catalyst costs.
Previous report — wording carried elsewhere
◦the volumes of gasoline sold increased by 4.9 million gallons, while the volumes of diesel sold decreased by 1.3 million gallons;
Previous report — wording carried elsewhere
•a decrease of $13.4 million associated with the termination of a marketing agreement with Delek Holdings, under which DKL marketed 100% of the refined products output of the Tyler Refinery effective January 1, 2026.