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
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Item 1A. Risk Factors
There were no material changes during the nine months ended September 30, 2026 to the risk factors identified in the Company’s fiscal 2025 Annual Report on Form 10-K with the exception of the following:
Developments which impact the global oil markets have had, may continue to have, or may have an adverse impact on our business, our future results of operations and our overall financial performance.
While our operations are focused primarily in the Gulf Coast Region (PADD III), our business is impacted by events and developments that impact the global markets for oil and other energy products. Any regional or global event or development that destabilizes worldwide economic and commercial activity, financial markets, or the demand for and prices of oil and gas products could materially adversely affect our business and operations. In recent years, the outbreak of a pandemic, the Russia-Ukraine War, Organization of Petroleum Exporting Countries ("OPEC")-Russia relationship, and the conflicts in the Middle East have been sources of uncertainty in the global oil markets, substantial global supply chain issues, and significant disruptions in the labor market.
Global economic growth drives demand for energy from all sources, including fossil fuels. Should the U.S. or global economies experience weakness, demand for energy may decline. Should growth in global energy production outstrip demand, excess supplies may arise. Declines in demand and excess supplies may result in accompanying declines in commodity prices and deterioration of our financial position along with our ability to operate profitably and our ability to obtain financing to support operations. Conversely, should demand for energy outstrip global supply, commodity prices are likely to rise. With respect to our business, we have experienced periodic declines in demand thought to be associated with slowing economic growth in certain markets coupled with new oil and gas supplies coming on line and other circumstances beyond our control that resulted in oil and gas supply exceeding global demand which, in turn, resulted in steep declines in prices of oil and natural gas. At times, we have also experienced declines in the supply of inputs thought to be associated with supply chain issues and disruptions in the labor market. There can be no assurance as to how long such uncertainty will persist or that a recurrence of price weakness will not arise in the future.
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
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not have direct operations or exposure in the Middle East, sustained commodity price volatility and broader macroeconomic uncertainty could indirectly affect our business, including demand for our services. In addition, elevated energy prices and supply uncertainty may affect refinery utilization rates, which could reduce demand for the transportation, storage and terminalling services we provide under our commercial agreements. The ultimate duration and resolution of the conflict, including the status of the Strait of Hormuz and any ceasefire arrangements, remains uncertain.
The ultimate extent of the impact of volatile conditions in the oil and gas industry on our business, financial condition, results of operation and liquidity will depend largely on future developments which are outside of our control, including the extent and duration of any price reductions, any additional decisions by OPEC and disputes between the members of other leading oil producing countries (together with OPEC, “OPEC+”). Furthermore, developments in the global oil markets may also have the effect of heightening many of the other risks described below.
Acts of terror or sabotage, threats of war, armed conflict, or war may have an adverse impact on our business, our future results of operations and our overall financial performance.
Acts of sabotage or terrorist attacks (including cyber-attacks), threats of war, armed conflict, or war, as well as events occurring in response to or in connection with them, including political instability in significant oil producing regions such as the Middle East, Africa, the former Soviet Union and South America, may harm our business or have an adverse impact on our future results of operations and financial condition. This risk, and others dependent on geopolitical factors, may be heightened as a result of ongoing conflicts such as the Russia-Ukraine war and the conflicts in the Middle East and events occurring in response thereto.
Energy-related assets (which could include refineries, pipelines and terminals) may be at greater risk of future terrorist attacks than other possible targets in the U.S. direct attack on our assets, or the assets of others used by us, could have a material adverse effect on our business, financial condition and results of operations. Uncertainty surrounding new or continued global hostilities or other sustained military campaigns, sanctions brought by the U.S. and other countries, and the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terror, armed conflict or war may affect our operations in unpredictable ways, including disruptions of crude oil supplies and markets for refined products. In addition, any terrorist attack, armed conflict, war or political instability in significant oil producing regions such as the Middle East, Africa, the former Soviet Union and South America could have an adverse impact on energy prices, including prices for crude oil, other feedstocks and refined petroleum products, and an adverse impact on the margins from our refining and petroleum product marketing operations. The long-term impacts of terrorist attacks and the threat of future terrorist attacks on the energy transportation industry in general, and on us in particular, are unknown. Increased security measures taken by us as a precaution against possible terrorist attacks or vandalism could result in increased costs to our business. In addition, disruption or significant increases in energy prices could result in government-imposed price controls. Any one of, or a combination of, these occurrences could have a material adverse effect on our business, financial condition and results of operations.
Further, changes in the insurance markets attributable to terrorist attacks or acts of sabotage could make certain types of insurance more difficult for us to obtain. Moreover, the insurance that may be available to us may be significantly more expensive than our existing insurance coverage. Instability in the financial markets as a result of terrorism, sabotage or war could also affect our ability to raise capital, including our ability to repay or refinance debt.
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.
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.
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.
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.
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
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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.
If the conversion conditions are met, the Delek 2031 Convertible Notes could adversely affect our liquidity and our reported results.
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.
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.
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.
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.
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