Form 8-K

8-K — Delek Logistics Partners, LP

Accession: 0001193125-26-204602

Filed: 2026-05-05

Period: 2026-05-04

CIK: 0001552797

SIC: 4610 (PIPE LINES (NO NATURAL GAS))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d30789d8k.htm (Primary)

EX-99.1 (d30789dex991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 4, 2026

Date of Report (Date of earliest event reported)

DELEK LOGISTICS PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware

001-35721

45-5379027

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

310 Seven Springs Way, Suite 500

Brentwood

Tennessee

37027

(Address of Principal Executive)

(Zip Code)

(615) 771-6701

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Units Representing Limited Partner Interests

DKL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On May 4, 2026, Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release in accordance with Rule 135(c) under the Securities Act of 1933, as amended, announcing that the Partnership and Delek Logistics Finance Corp., a Delaware corporation and wholly-owned subsidiary of the Partnership, have priced an offering of $800 million in aggregate principal amount of 6.875% senior notes due 2034 (the “Notes”).

Concurrently with the pricing of the Notes, the Partnership and Delek Logistics Finance Corp. (together, the “Issuers”) issued a conditional notice of partial redemption to redeem $400 million aggregate principal amount of the Issuers’ outstanding 8.625% Senior Notes due 2029 (the “2029 Notes”) at a redemption price of 104.313% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date, pursuant to the indenture governing the 2029 Notes. The partial redemption of the 2029 Notes is conditioned upon the consummation of the offering of the Notes.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release of Delek Logistics Partners, LP, dated May 4, 2026.

104

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 4, 2026

DELEK LOGISTICS PARTNERS, LP

By: Delek Logistics GP, LLC

its general partner

/s/ Robert Wright

Name: Robert Wright

Title: Executive Vice President, Chief Financial

Officer DKL (Principal Financial Officer)

EX-99.1

Filename: d30789dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Delek Logistics Partners, LP Announces Pricing of Offering of $800 Million of Senior Notes

BRENTWOOD, Tenn., May 4, 2026—Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”) announced today that it, along with Delek

Logistics Finance Corp., a subsidiary of Delek Logistics (together with Delek Logistics, the “Issuers”), priced an offering of $800 million in aggregate principal amount of 6.875% senior notes due 2034 (the “Notes”) at

par. The offering is expected to close May 14, 2026, subject to satisfaction of customary closing conditions.

Delek Logistics intends to use the net

proceeds from the offering (i) to repurchase all of the outstanding 7.125% Senior Notes due 2028 (the “2028 Notes”) in the settlement of the concurrently announced Tender Offer for such notes as described herein, or to redeem any

2028 Notes that remain outstanding after completion of the Tender Offer, (ii) to redeem a portion of our outstanding 8.625% Senior Notes due 2029 (the “2029 Notes”), and (iii) to pay premiums, fees and expenses related to the

foregoing. We intend to use any remaining net proceeds for general corporate purposes.

The Notes are being offered only to persons reasonably believed to

be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons

outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States

without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.

connection with the pricing of the Notes, the Issuers have issued a conditional notice of partial redemption to redeem $400 million aggregate principal amount of the Issuers’ outstanding 2029 Notes on May 14, 2026 at a redemption

price of 104.313% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The partial redemption of the 2029 Notes is conditioned upon the consummation of the offering of the Notes. Nothing

in this press release should be construed as a notice of redemption with respect to the 2029 Notes; any such redemption will be made only pursuant to a notice of redemption delivered in accordance with the indenture governing the 2029 Notes.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the

Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Delek Logistics Partners, LP

Delek Logistics is a

midstream energy master limited partnership headquartered in Brentwood, Tennessee. Through its owned assets and joint ventures located primarily in and around the Permian Basin, the Delaware Basin and other select areas in the Gulf Coast region,

Delek Logistics provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and

water disposal and recycling services. Delek US Holdings, Inc. (“Delek US”) owns the general partner interest as well as a majority limited partner interest in Delek Logistics, and is also a significant customer.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the

Securities Exchange Act of 1934, as amended, including statements regarding the closing of the offering and the anticipated use of the net proceeds therefrom. These statements may contain words such as “possible,” “believe,”

“should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if,”

“expect” or similar expressions, as well as statements in the future tense, are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions

of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Delek Logistics’ control. Delek Logistics’ actual results could differ

materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, market risks and uncertainties, including those which might affect the offering. These and other potential risks and

uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Delek Logistics’ filings and reports with the U.S. Securities and Exchange Commission (“SEC”), including the Annual

Report on Form 10-K for the year ended December 31, 2025, the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and other reports and filings with the SEC.

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