•  Delek US reported fourth quarter net income of $78.3 million or $1.26 per share, adjusted net income of $143.0 million or $2.31 per share and adjusted EBITDA of $374.8 million
• Excluding the impacts of SREs, adjusted EPS was $0.44 per share and adjusted EBITDA was $225.5 million
• Further advanced key objectives of Enterprise Optimization Plan (“EOP”)
  • Increased the annual run-rate cash flow improvements to ~$200 million
  • Recognized ~$50 million of improvements in 4Q'25
• Announced restructuring of its Inventory Intermediation Agreement which will result in incremental free cash flow generation of at least $40 million
• Delek Logistics reported record financial performance and initiated 2026 adjusted EBITDA guidance of $520 million to $560 million
• Delek US purchased ~$20 million in DK common stock during the quarter
• Paid $15.3 million of dividends and announced regular quarterly dividend of $0.255 per share

BRENTWOOD, Tenn.--(BUSINESS WIRE)--Feb. 27, 2026-- Delek US Holdings, Inc. (NYSE: DK) (“Delek US”, “Company”) today announced financial results for its fourth quarter ended December 31, 2025.

“2025 has been a transformational year for DK in improving its cash flow profile through successful implementation of the Enterprise Optimization Plan, reducing the costs of Inventory Intermediation Agreements, and progressing its economic separation with Delek Logistics,” said Avigal Soreq, President and Chief Executive Officer of Delek US. “We are very proud of the continuous improvement culture we are building at Delek and look forward to driving incremental free cash flow improvement through continued operational excellence, cost optimization, and disciplined capital allocation.”

“DKL continues to strengthen its premier position in the Permian Basin, supported by the ongoing ramp-up of our gas processing facilities and continued investment in sour gas handling, treating, and processing capabilities. The ongoing growth in third-party cash flows has allowed DKL to largely separate economically from DK while maintaining its strong organic growth reflected in DKL’s 2026 guidance of $520 to $560 million. This guidance reflects the durability of DKL's platform, the benefits of DKL's strong three stream business model and its investments in creating a peer leading sour gas gathering and acid gas injection solution.”

“Looking ahead, we remain focused on operating safely and reliably, successfully completing our ongoing Big Spring turnaround, advancing our sum-of-the-parts strategy, enhancing cash flow generation, and delivering sustainable long-term value for shareholders while maintaining financial strength and flexibility,” Soreq concluded.

Delek US Results

Refining Segment

The refining segment Adjusted EBITDA was $314.1 million in the fourth quarter 2025 compared with $(68.7) million in the same quarter last year, which reflects an increase in refining margin driven by increased crack spreads and continued benefit of the small refinery exemptions granted earlier this year. During the fourth quarter 2025, Delek US's benchmark crack spreads were up an average of 66.0% from prior-year levels. Adjusted EBITDA was also impacted favorably by other inventory impacts of $41.0 million and $43.9 million for fourth quarter 2025 and 2024, respectively.

The regulatory relief received under the renewable fuel standards resulted in a reduction within cost of materials of $75.3 million in the fourth quarter bringing the YTD reduction to $356.1 million

Logistics Segment

The logistics segment Adjusted EBITDA in the fourth quarter 2025 was $141.9 million compared with $114.3 million in the prior-year quarter. The increase over last year's fourth quarter was driven by the impact of the W2W dropdown and incremental contribution due to the H2O Midstream Acquisition on September 11, 2024, the Gravity Acquisition on January 2, 2025, and the increase in wholesale margins.

Shareholder Distributions

On February 18, 2026, the Board of Directors approved the regular quarterly dividend of $0.255 per share that will be paid on March 9, 2026 to shareholders of record on March 2, 2026.

Liquidity

As of December 31, 2025, Delek US had a cash balance of $625.8 million and total consolidated long-term debt of $3,233.1 million, resulting in net debt of $2,607.3 million. As of December 31, 2025, Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”) had $10.9 million of cash and $2,344.4 million of total long-term debt, which are included in the consolidated amounts on Delek US' balance sheet. Excluding Delek Logistics, Delek US had $614.9 million in cash and $888.7 million of long-term debt, or a $273.8 million net debt position.

Fourth Quarter 2025 Results | Conference Call Information

Delek US will hold a conference call to discuss its fourth quarter 2025 results on Friday, February 27, 2026 at 9:30 a.m. Central Time. Investors will have the opportunity to listen to the conference call live by going to www.DelekUS.com and clicking on the Investor Relations tab. Participants are encouraged to register at least 15 minutes early to download and install any necessary software. Presentation materials accompanying the call will be available on the investor relations tab of the Delek US website approximately ten minutes prior to the start of the call. For those who cannot listen to the live broadcast, the online replay will be available on the website for 90 days.

Investors may also wish to listen to Delek Logistics’ (NYSE: DKL) fourth quarter 2025 earnings conference call that will be held on Friday, February 27, 2026 at 11:00 a.m. Central Time and review Delek Logistics’ earnings press release. Market trends and information disclosed by Delek Logistics may be relevant to the logistics segment reported by Delek US. Both a replay of the conference call and press release for Delek Logistics will be available online at www.deleklogistics.com.

About Delek US Holdings, Inc.

Delek US Holdings, Inc. is a diversified downstream energy company with assets in petroleum refining, logistics, pipelines, and renewable fuels. The refining assets consist primarily of refineries operated in Tyler and Big Spring, Texas, El Dorado, Arkansas and Krotz Springs, Louisiana with a combined nameplate crude throughput capacity of 302,000 barrels per day.

The logistics operations include Delek Logistics Partners, LP (NYSE: DKL). Delek Logistics Partners, LP is a growth-oriented master limited partnership focused on owning and operating midstream energy infrastructure assets. Delek US Holdings, Inc. and its subsidiaries owned approximately 63.3% (including the general partner interest) of Delek Logistics Partners, LP at December 31, 2025.

Safe Harbor Provisions Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based upon current expectations and involve a number of risks and uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These statements contain words such as “possible,” “believe,” “should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if", “potential,” “expect” or similar expressions, as well as statements in the future tense. These forward-looking statements include, but are not limited to, statements regarding anticipated performance and financial position; cost reductions; throughput at the Company’s refineries; crude oil prices, discounts and quality and our ability to benefit therefrom; growth; scheduled turnaround activity; projected capital expenditures and investments into our business; liquidity and EBITDA impacts from strategic and intercompany transactions; the performance of our midstream growth initiatives, and the flexibility, benefits and expected returns therefrom; and projected benefits of Delek Logistics' acquisition of the Delaware Gathering, Permian Gathering, H2O Midstream and Gravity Water Midstream businesses.

Investors are cautioned that the following important factors, among others, may affect these forward-looking statements: political or regulatory developments, including tariffs, taxes and changes in governmental policies relating to crude oil, natural gas, refined products or renewables; uncertainty related to timing and amount of future share repurchases and dividend payments; risks and uncertainties with respect to the quantities and costs of crude oil we are able to obtain and the price of the refined petroleum products we ultimately sell, uncertainties regarding actions by OPEC and non-OPEC oil producing countries impacting crude oil production and pricing; risks and uncertainties related to the integration by Delek Logistics of the Delaware Gathering, Permian Gathering, H2O Midstream or Gravity businesses following their acquisition; Delek US' ability to realize cost reductions; risks related to exposure to Permian Basin crude oil, such as supply, pricing, gathering, production and transportation capacity; gains and losses from derivative instruments; risks associated with acquisitions and dispositions; risks and uncertainties with respect to the possible benefits of the H2O Midstream and Gravity transactions; acquired assets may suffer a diminishment in fair value as a result of which we may need to record a write-down or impairment in carrying value of the asset; the possibility of litigation challenging and/or legislation changing renewable fuel standard waivers; changes in the scope, costs, and/or timing of capital and maintenance projects; the ability to grow the Midland Gathering System; the ability of the Red River joint venture to complete the expansion project to increase the Red River pipeline capacity; operating hazards inherent in transporting, storing and processing crude oil and intermediate and finished petroleum products; our competitive position and the effects of competition; the projected growth of the industries in which we operate; general economic and business conditions affecting the geographic areas in which we operate; and other risks described in Delek US’ filings with the United States Securities and Exchange Commission (the “SEC”), including risks disclosed in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings and reports with the SEC.

Forward-looking statements should not be read as a guarantee of future performance or results and will not be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Delek US undertakes no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur, or which Delek US becomes aware of, after the date hereof, except as required by applicable law or regulation.

Non-GAAP Disclosures:

Our management uses certain “non-GAAP” operational measures to evaluate our operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our financial information presented in accordance with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”). These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include:

• Adjusting items - certain identified infrequently occurring items, non-cash items, and items that are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends;
• Adjusted net income (loss) - calculated as net income (loss) attributable to Delek US adjusted for relevant Adjusting items recorded during the period;
• Adjusted net income (loss) per share - calculated as Adjusted net income (loss) divided by weighted average shares outstanding, assuming dilution, as adjusted for any anti-dilutive instruments that may not be permitted for consideration in GAAP earnings per share calculations but that nonetheless favorably impact dilution;
• Earnings before interest, taxes, depreciation and amortization ("EBITDA") - calculated as net income (loss) attributable to Delek adjusted to add back interest expense, income tax expense, depreciation, amortization and proportional interest, taxes, depreciation and amortization of equity method investments;
• Adjusted EBITDA - calculated as EBITDA adjusted for the relevant identified Adjusting items in Adjusted net income (loss) that do not relate to interest expense, income tax expense, depreciation or amortization, and adjusted to include income (loss) attributable to non-controlling interests;
• Refining margin - calculated as gross margin (which we define as sales minus cost of sales) adjusted for operating expenses and depreciation and amortization included in cost of sales;
• Adjusted refining margin - calculated as refining margin adjusted for other inventory impacts, net inventory LCM valuation loss (benefit), unrealized hedging (gain) loss and intercompany lease impacts;
• Refining production margin - calculated based on the regional market sales price of refined products produced, less allocated transportation, Renewable Fuel Standard volume obligation and associated feedstock costs. This measure reflects the economics of each refinery exclusive of the financial impact of inventory price risk mitigation programs and marketing uplift strategies;
• Refining production margin per throughput barrel - calculated as refining production margin divided by our average refining throughput in barrels per day (excluding purchased barrels) multiplied by 1,000 and multiplied by the number of days in the period; and
• Net debt - calculated as long-term debt including both current and non-current portions (the most comparable GAAP measure) less cash and cash equivalents as of a specific balance sheet date.

We believe these non-GAAP operational and financial measures are useful to investors, lenders, ratings agencies and analysts to assess our ongoing performance because, when reconciled to their most comparable GAAP financial measure, they provide improved relevant comparability between periods, to peers or to market metrics through the inclusion of retroactive regulatory or other adjustments as if they had occurred in the prior periods they relate to, or through the exclusion of certain items that we believe are not indicative of our core operating performance and that may obscure our underlying results and trends. “Net debt,” also a non-GAAP financial measure, is an important measure to monitor leverage and evaluate the balance sheet.

Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures. Additionally, because Adjusted net income or loss, Adjusted net income or loss per share, EBITDA and Adjusted EBITDA, Adjusted Refining Margin and Refining Production Margin or any of our other identified non-GAAP measures may be defined differently by other companies in its industry, Delek US' definition may not be comparable to similarly titled measures of other companies. See the accompanying tables in this earnings release for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures.

Significant Transactions During the Quarter Impacting Results:

Restructuring Costs

In 2022, we announced that we are progressing a business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure. For the fourth quarter 2025, we recorded restructuring costs totaling $18.8 million ($14.6 million after-tax) associated with our business transformation. Restructuring costs of $10.4 million are recorded in general and administrative expenses, $5.7 million are included in operating expenses, and $2.7 million are included in other operating (income) and expense in our condensed consolidated statements of income.

General and Administrative Expenses

Excluding transaction costs and restructuring costs, general and administrative expenses were $43.4 million for the three months ended December 31, 2025.

Citi Inventory Intermediation Agreement Amendment

In the fourth quarter, we amended the Inventory Intermediation Agreement, further reducing interest expense and other associated fees while increasing our flexibility on liquidity and inventory financing options for all refineries associated with the Inventory Intermediation Agreement. We exercised optionality to exclude certain volumes related to the agreement and our obligation under the agreement was reduced by $289.2 million between December 31, 2024 and December 31, 2025.

Other Inventory Impact

“Other inventory impact” is primarily calculated by multiplying the number of barrels sold during the period by the difference between current period weighted average purchase cost per barrel directly related to our refineries and per barrel cost of materials and other for the period recognized on a first-in, first-out basis directly related to our refineries. It assumes no beginning or ending inventory, so that the current period average purchase cost per barrel is a reasonable estimate of our market purchase cost for the current period, without giving effect to any build or draw on beginning inventory. These amounts are based on management estimates using a methodology including these assumptions. However, this analysis provides management with a means to compare hypothetical refining margins to current period average crack spreads, as well as provides a means to better compare our results to peers.

Small Refinery Exemptions

In August of 2025, the United States Environmental Protection Agency (“EPA”) announced its decisions on the backlog of 175 Small Refinery Exemption (“SRE”) petitions from refineries seeking an exemption from their Renewable Fuel Standard obligations. Delek fully complied with Renewable Identification Number (“RIN”) obligations for all years, incurring significant costs to finance our compliance.

EPA granted Delek full and partial exemptions for substantially all of our 20 petitions for the 2019-2024 calendar years. Because RINs are valid for a one-year period, a majority of the refunded RINs were expired and therefore had no value, and are the subject of ongoing litigation. The RINs received from prior year SREs resulted in a reduction of our Consolidated Net RIN Obligation and therefore a reduction within cost of materials and other of approximately $75.3 million in the fourth quarter of 2025.

Intercompany Leases

As a result of amendments to intercompany lease agreements in August 2024, we had to reassess lease classification for the agreements that contain leases under Accounting Standards Codification 842. As a result of these lease assessments, certain of these agreements met the criteria to be accounted for as sales-type leases for Delek Logistics and finance leases for the Refining segment. Therefore, portions of the minimum volume commitments under these agreements subject to sales-type lease accounting are recorded as interest income with the remaining amounts recorded as a reduction in net investment in leases. Prior to the amendments, these agreements were accounted for as operating leases and these minimum volume commitments were recorded as revenues in the Logistics segment. Similarly, these minimum volume commitments were previously recorded as costs of sales for the Refining segment, as the underlying lease was reclassified from an operating lease to a finance lease, and these payments are now recorded as interest expense and reductions in the lease liability. These accounting changes have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.

Subsequent Events - Transactions with Delek Logistics

In January 2026, we entered into asset purchase agreements with Delek Logistics, pursuant to which we agreed to acquire a Tyler refinery tank for total consideration of $19.0 million and El Dorado tank and terminal assets for total consideration of $66.0 million. The Tyler Tank Purchase and the El Dorado Terminal Purchase are expected to close on April 1, 2026 and October 1, 2027, respectively.