Delek US Holdings, Inc.

Current report

We may not have the ability to raise the funds necessary to settle conversions of, or to repurchase, our 0.00% Convertible Senior Notes due 2031, and our indebtedness could limit our flexibility.

Current report

In September 2026, we issued $460.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Delek 2031 Convertible Notes”). Upon conversion, we are required to pay cash for each $1,000 of principal amount converted in an amount equal to at least the lesser of $1,000 and the sum of the daily conversion values, and we may settle any amount above principal in cash, shares of our common stock, or a combination of the two. Holders may also require us to repurchase their notes for cash upon a fundamental change at 100% of the principal amount plus any accrued and unpaid interest. We may not have sufficient cash or be able to obtain financing at the time we are required to make these payments, and our ability to make them may be limited by law, by regulatory authority or by the agreements governing our other indebtedness. A default under the indenture, or a fundamental change itself, could lead to a default under the agreements governing our other indebtedness, which could in turn result in that indebtedness becoming immediately payable in full.

Current report

The Delek 2031 Convertible Notes increased our consolidated indebtedness. As of September 30, 2026, our total consolidated indebtedness for borrowed money was $3,389.8 million, of which $1,264.2 million was secured. Our indebtedness could increase our vulnerability to adverse economic and industry conditions, limit our ability to obtain additional financing, require us to dedicate a portion of our cash flow to debt service, and limit our flexibility in planning for or reacting to changes in our business. The indenture governing the Delek 2031 Convertible Notes does not restrict us or our subsidiaries from incurring additional indebtedness (including secured indebtedness), paying dividends or repurchasing securities, although our Delek Term Loan Credit Facility and Delek Revolving Credit Facility contain certain limitations.

Current report

The Delek 2031 Convertible Notes are effectively junior to our secured indebtedness and structurally subordinated to the liabilities of our subsidiaries that do not guarantee them, including Delek Logistics.

Current report

The Delek 2031 Convertible Notes are our senior unsecured obligations and are guaranteed on a senior unsecured basis by each of our subsidiaries that guarantees the Delek Term Loan Credit Facility or the Delek Revolving Credit Facility. The notes and the guarantees are

Current report

effectively junior to our and the guarantors’ secured indebtedness to the extent of the value of the assets securing that indebtedness, and the notes are structurally subordinated to all indebtedness and other liabilities, including trade payables, of our subsidiaries that do not guarantee them. As of September 30, 2026, our non-guarantor subsidiaries had approximately $2.15 billion of indebtedness for borrowed money outstanding, substantially all of which was indebtedness of Delek Logistics and its subsidiaries. The agreements governing Delek Logistics’ indebtedness contain covenants that may restrict its ability to make distributions or otherwise transfer funds to us. In addition, a subsidiary’s guarantee may be released without the consent of the holders of the notes in certain circumstances, including if the subsidiary ceases to guarantee our credit facilities.

Current report

If the conversion conditions are met, the Delek 2031 Convertible Notes could adversely affect our liquidity and our reported results.

Current report

If the conditional conversion feature of the Delek 2031 Convertible Notes is triggered, holders will be entitled to convert their notes during specified periods at their option, and we would be required to pay cash for the principal amount of any notes converted, which could adversely affect our liquidity. Even if holders do not elect to convert, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. Because the principal amount of the notes must be paid in cash upon conversion, the shares underlying the notes are included in diluted earnings per share only to the extent the conversion value exceeds the principal amount; as a result, our diluted earnings per share could be lower than if we had not issued the notes, even when the notes are not convertible. See Notes 4 and 9 to our condensed consolidated financial statements.

Current report

Conversion of the Delek 2031 Convertible Notes may dilute our stockholders and depress the price of our common stock, and the related capped call transactions may not fully offset dilution and expose us to counterparty risk.

Current report

To the extent we settle any portion of our conversion obligation in shares of our common stock, conversions will dilute the ownership interests of our stockholders, and sales in the public market of shares issued upon conversion could adversely affect the prevailing market price of our common stock. The existence of the notes may also encourage short selling by market participants because conversion of the notes could be used to satisfy short positions. The initial conversion price of the notes is approximately $85.31 per share.

Current report

In connection with the offering, we entered into capped call transactions with certain financial institutions at a cost of approximately $34.3 million. The capped call transactions are expected generally to reduce potential dilution to our common stock upon conversion of the notes and/or offset cash payments we are required to make in excess of the principal amount of converted notes, in each case up to an initial cap price of approximately $117.09 per share. The capped call transactions do not reduce dilution above the cap price. The option counterparties or their affiliates are likely to enter into, modify and unwind hedging transactions in our common stock and other securities of ours, including in connection with conversions of the notes, and this activity could increase or decrease the market price of our common stock and the notes and, during any observation period relating to a conversion, affect the number of shares and value of the consideration received by converting holders. The option counterparties are financial institutions, and our exposure to them is unsecured. If an option counterparty defaults or becomes subject to insolvency proceedings, we would be an unsecured creditor with a claim equal to our exposure at that time, and we could suffer adverse tax consequences and more dilution than we currently anticipate. The terms of the capped call transactions may also be adjusted in certain corporate events and may not operate as we intend.

Previous report

ITEM 1A. RISK FACTORS

Current report — wording carried from elsewhere

The ongoing conflict between the United States and Iran, including the disruption to shipping through the Strait of Hormuz, has introduced significant volatility into global energy markets, causing crude oil prices to spike materially from levels seen at the start of 2026. Although we do

Previous report — wording carried elsewhere

agreements. The ultimate duration and resolution of the conflict, including the status of the Strait of Hormuz and any ceasefire arrangements, remains uncertain.