DEF 14A of Delek US Holdings, Inc., Mar 10, 2026

DEF 14A of Delek US Holdings, Inc.

Filed Mar 10, 2026 · FY20250001140361-26-008842

Open on EDGAR

  1. Governance Guidelines and Code of Business Conduct & Ethics

    | • | Director compensation and orientation; and |

  2. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  3. Compensation Process

    | 2025 Non-Employee Director Compensation | | | Annual Base Retainer Fee | $115,000 | | Chair Fee: Audit Committee | $15,000 | | Chair Fee: Human Capital and Compensation Committee | $12,000 | | Chair Fees: NCG Committee, EHS Committee, and Technology Committee | $8,000 | | Annual Equity Award* | $145,000 | | Board Chair Fee | $150,000 | | Lead Independent Director Fee | $25,000 |

  4. Compensation Process

    | 2025 Director Compensation | | | | | | | | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Option Awards | Changes in Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Christine Benson-Schwartzstein | $115,000 | $144,996 | — | — | — | $259,996 | | William J. Finnerty | $140,000 | $144,996 | — | — | — | $284,996 | | Richard J. Marcogliese | $123,000 | $144,996 | — | — | — | $267,996 | | Leonardo Moreno | $115,000 | $144,996 | — | — | — | $259,996 | | Gary M. Sullivan, Jr. | $130,000 | $144,996 | — | — | — | $274,996 | | Vasiliki (Vicky) Sutil | $123,000 | $144,996 | — | — | — | $267,996 | | Laurie Z. Tolson | $123,000 | $144,996 | — | — | — | $267,996 | | Shlomo Zohar | $127,000 | $144,996 | — | — | $14,310(4) | $286,306 | | Ezra Uzi Yemin | $360,000*(5) | $274,963*(6) | — | — | $304,154(7) | $939,117 |

  5. Non-Employee Director Compensation for 2026

    Non-Employee Director Compensation for 2026 No changes were made to our non-employee director compensation program for 2026.

  6. Non-Employee Director Compensation for 2026

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 26 |

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, ten directors are to be elected to hold office until the 2027 Annual Meeting and until their successors are duly elected and qualified or until their earlier termination of service. All director nominees are currently serving on our Board. The Board has determined that each of Messrs. Finnerty, Marcogliese, Moreno, Sullivan, and Zohar and Mses. Benson-Schwartzstein, Sutil, and Tolson qualifies as an independent director under applicable SEC rules and regulations and the rules of the NYSE. We believe that each director nominee will be able to stand for election. All nominees have consented to be named and have indicated their intent to serve if elected. If any nominee becomes unable to stand for election, proxies in favor of that nominee will be voted in favor of any substitute nominee named by the Board. If you do not wish your shares to be voted for one or more of the nominees, you may so indicate when you vote by withholding your vote for the particular nominee. The persons named in the enclosed proxy card intend to vote the proxy for the election of each of the ten nominees, unless you indicate on the proxy card that your vote should be withheld from any of the nominees. Biographies for each director nominee are set forth below. Except as listed in their biographies, no director has served as a director of a publicly traded company or a registered investment company in the past five years. The Company’s Bylaws require majority voting in uncontested elections of directors. Accordingly, a nominee for director is only elected if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election at a meeting at which a quorum is present in person or represented by proxy. Shares that are not voted in the election of directors, including abstentions and broker non-votes, have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum. The Board has adopted a director resignation policy (the “Policy”) in the event that an incumbent director fails to receive the required number of votes for re-election in an uncontested election. The Policy requires that a director who fails to receive the required number of votes for re-election in an uncontested election will tender his or her resignation to the Chair of the Board for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board concerning its acceptance or rejection. In doing so, the Nominating and Corporate Governance Committee will consider all factors deemed relevant, including, but not limited to, the stated reason stockholders voted against the director’s re-election, the director’s qualifications, and whether the director’s resignation would be in the best interests of the Company and its stockholders. The Board will then consider information, factors, and alternatives considered by the Nominating and Corporate Governance Committee in making its ultimate decision of whether to accept or reject the director’s resignation. The Board of Directors recommends a vote “FOR” each of the following nominees.

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 27 |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    | Ezra Uzi Yemin Director since: 2001 Age: 57 | Business Experience: Mr. Yemin has served as the Chairman of our Board since December 2012. He served as the Executive Chairman of the Board from June 2022 through December 2024. Mr. Yemin served as our Chief Executive Officer from June 2004 to June 2022, and as our President from April 2001 to June 2022. He also served as the Chairman of the Board of Directors and Chief Executive Officer of Delek Logistics GP, LLC, the general partner of Delek Logistics Partners, LP, from April 2012 to June 2022, and now serves as the Chairman of the board of directors since June 2022. | | | Qualifications: The Board believes that Mr. Yemin’s significant leadership experience with the Company as well as his extensive industry experience make him a valuable asset to the Board. |

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    | Avigal Soreq Director since: 2022 Age: 48 | Business Experience: Mr. Soreq joined the Company as Chief Executive Officer and President and as President of Delek Logistics in June 2022. Mr. Soreq was also appointed as one of our directors in June 2022. Previously, he served as Chief Executive Officer of El Al Airlines, an Israeli airline, from January 2021 until May 2022. Prior to that, Mr. Soreq served in several roles at the Company from December 2012 through 2020, including Chief Operating Officer, Chief Commercial Officer, Executive Vice President and Vice President. Mr. Soreq also served on the Board of Directors of Alon USA Energy, Inc. from 2015 to 2017. Before joining the Company, Mr. Soreq worked for SunPower Corporation (NASDAQ: SPWR), and previously as a senior finance and business consultant for Trabelsy & Co., and as a consultant in the corporate finance department for KPMG’s Tel-Aviv office. Mr. Soreq served in the Israeli Air Force in various roles between 1996 and 2004 and reached the rank of Major. Mr. Soreq is a certified public accountant in Israel. | | | Qualifications: The Board believes that Mr. Soreq’s service on the Board provides it with important interaction with, and access to, management’s principal policy-maker that facilitates the Board’s development and implementation of Company policies. In addition, his extensive industry experience, leadership skills and knowledge of the Company make him well-qualified to serve on our Board. |

  11. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 28 |

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    | Christine Benson- Schwartzstein Director since: 2024 Age: 45 Committees: • EHS • Technology | Business Experience: Ms. Benson- Schwartzstein has over 20 years of experience in natural resources risk management, capital markets, and investing. She is currently a director and member of the Audit Committee of Apollo Infrastructure Company LLC, which owns, operates and provides capital for infrastructure assets. She is also currently a director and member of the Nominating and Corporate Governance Committee and Risk oversight Committee of Talen Energy Corporation (NASDAQ: TLN), an independent power producer and infrastructure company. Ms. Benson- Schwartzstein serves on the Audit Committee of the board of directors of Apollo Infrastructure and on the Nominating and Corporate Governance and Risk Oversight Committees of the board of directors of Talen. Ms. Benson- Schwartzstein was previously a director of Just Energy (U.S) Corp. until the company was sold in July 2025. She previously served as a member of the Senior Advisory Board of Orion Infrastructure Capital, an infrastructure investment firm, until 2023 after serving as a Managing Director and Investment Principal from 2021 to 2022. Before joining Orion Infrastructure Capital, Ms. Benson- Schwartzstein spent 17 years in various roles at Goldman Sachs & Co. Most recently, she was a Managing Director in the Financing Group on the Structured Finance and Risk Management team in the Investment Banking Division; there she was responsible for the firm’s commodity structured finance efforts within Investment Banking. Prior to that, Ms. Benson- Schwartzstein was a Managing Director on the Energy Sales and Structuring teams in the Securities Division. She began her career at Goldman Sachs in 2004 as an analyst on the Energy team. Ms. Benson-Schwartzstein received an A.B. in Earth and Planetary Sciences, magna cum laude, from Harvard University in 2004. | | | Qualifications: The Board believes that Ms. Benson- Schwartzstein’s extensive experience in risk management, capital markets, and green energies as well as her background in natural resources and investing will provide the Board with instrumental insights. |

  13. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 29 |

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | William J. Finnerty Director since: 2014 Age: 77 Committees: • NCG • EHS • HCC | Business Experience: Mr. Finnerty has served as our Lead Independent Director since May 2023, a position he previously held from November 2015 until February 2020. Mr. Finnerty previously served as a member of the Human Capital and Compensation Committee from 2014 until May 2023 and its Chairperson from February 2020 until May 2023. Mr. Finnerty has over 40 years of experience leading businesses in the petroleum and refining industry. From 2011 until 2012, he served as a member of the board of directors of CVR Energy Inc. (NYSE: CVI) where he chaired the environmental, health and safety committee and was a member of the nominating and corporate governance committee. Prior to retiring from Tesoro Corporation in 2010, he served as its executive vice president, strategy and corporate development and as its chief operating officer. Mr. Finnerty served on the board of directors of the National Petrochemical and Refiners Association (now known as the American Fuel & Petrochemical Manufacturers) from 2005 to 2010 and was its vice chairman from 2007 to 2010. Mr. Finnerty’s career began with Texaco, Inc. in 1970. Since then, he also held executive positions with Equiva Trading Company and Chevron Corporation (NYSE: CVX). | | | Qualifications: The Board believes that Mr. Finnerty’s experience in all facets of the downstream sector with both integrated major oil companies and independent refiners, as well as his expertise in strategic considerations, provide significant value to the Company. |

  15. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 30 |

  16. PROPOSAL 1: ELECTION OF DIRECTORS

    | Richard J. Marcogliese Director since: 2020 Age: 73 Committees: • EHS, Chair • Audit • HCC | Business Experience: Mr. Marcogliese has over 40 years of experience in the refining industry. He is currently the principal of iRefine, LLC, a privately-owned petroleum refining consulting company. From 2011 to 2019 Mr. Marcogliese served as an executive advisor of Pilko & Associates L.P., a private chemical and energy advisory company. Mr. Marcogliese has served as a director of Cenovus Energy, Inc. since 2016 and serves as the chair of the safety, sustainability and reserves committee and as a member of the audit committee. From 2000 to 2010, he worked for Valero Energy Corporation where he held increasingly senior positions, including serving as executive vice president and chief operating officer from 2007 to 2010. Prior to joining Valero, Mr. Marcogliese worked for ExxonMobil Corporation for over 25 years. Mr. Marcogliese also served as an operations advisor to NTR Partners III LLC, a private investment company, from 2013 to 2017, and to the chief executive officer of Philadelphia Energy Solutions, from 2012 to 2016. Mr. Marcogliese is a past chair of the Western States Petroleum Association. Mr. Marcogliese holds a Bachelor of Engineering degree in Chemical Engineering from the New York University School of Engineering and Science. | | | Qualifications: The Board believes that Mr. Marcogliese’s vast experience in the refining industry and background in operations, consulting, and strategic planning provide the Board with invaluable insights as the Company continues to execute on our growth strategy. |

  17. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 31 |

  18. PROPOSAL 1: ELECTION OF DIRECTORS

    | Leonardo Moreno Director since: 2022 Age: 47 Committees: • Audit • Technology | Business Experience: Mr. Moreno has 20 years of experience in the energy industry. Since July of 2023 he has served as Chief Executive Officer of Zelestra, a multinational corporation specializing in the development, engineering, construction, commercialization, and operation of large-scale renewable projects. Mr. Moreno also served as President of AES Clean Energy from 2020 to 2023. Prior to being President, Mr. Moreno held various Executive positions with AES Corporation, including Senior Vice President, Corporate Strategy & Investments and Chief Commercial Officer from 2017 to 2020, Chief Financial Officer, Europe from 2015 to 2016, and other leadership roles related to strategy, finance, commercial, investments, mergers and acquisitions, and sustainability. Mr. Moreno has also served as Chairman of the Board of the American Clean Power Association from 2022 to 2023, director of AES Brasil Energia S.A. (AESB3:BZ) from 2018 to February 2022 and as an alternate director of AES Andes S.A. (AESANDES.SN) since 2018. Mr. Moreno also served as a Senior Auditor for Ernst & Young in Brazil from 2003 to 2005. Mr. Moreno holds a Bachelor of Arts in Business Administration from Universidade Federal de Minas Gerais, Brazil and has continued his education through executive business and leadership programs at the London Business School, Harvard Business School, Georgetown University and the University of Virginia. | | | Qualifications: The Board believes that Mr. Moreno’s extensive experience in the renewable energy industry provides the Board with valuable expertise as the Company navigates the changing face of the energy industry. |

  19. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 32 |

  20. PROPOSAL 1: ELECTION OF DIRECTORS

    | Gary M. Sullivan, Jr. Director since: 2015 Age: 79 Committees: • Audit, Chair • NCG • Technology | Business Experience: Mr. Sullivan previously served as a member of the Human Capital and Compensation Committee from August 2019 through July 2024. Mr. Sullivan previously served as a member of the board of directors of Delek Logistics GP, LLC and the chair of its audit committee from 2012 until 2015. Mr. Sullivan is a certified public accountant, a certified global management accountant and has completed the National Association of Corporate Directors’ – Carnegie Mellon University Programs in Cyber-Risk Oversight and Effective Artificial Intelligence Oversight for Directors. He also holds the Fundamentals of Sustainability Accounting credential from the International Financial Reporting Standards Foundation. Mr. Sullivan was a faculty member at Virginia Commonwealth University’s School of Business from 2012 to mid-2022 where he taught accounting and auditing. From 2009 to 2012, Mr. Sullivan was a private investor. From 1975 through 2009, Mr. Sullivan served in various roles with Deloitte & Touche LLP culminating in the role of senior client partner from 2004 through 2009 where he worked with public companies, including sponsors of master limited partnerships. Mr. Sullivan retired from the U.S. Navy as a Captain after serving in various naval aviation and naval reserve intelligence assignments. Mr. Sullivan holds a Bachelor of Arts in Economics from the University of Virginia and a Master of Business Administration from Tulane University. Additionally, Mr. Sullivan completed the Association of International Certified Professional Accountants Certificate in Fundamentals of ESG and Certificate in Cybersecurity Fundamentals for Finance Professionals. | | | Qualifications: The Board believes that Mr. Sullivan’s experience as a certified public accountant and partner with Deloitte & Touche LLP provides the Board with valuable expertise in matters involving finance and accounting. |

  21. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 33 |

  22. PROPOSAL 1: ELECTION OF DIRECTORS

    | Vasiliki (Vicky) Sutil Director since: 2019 Age: 61 Committees: • NCG, Chair • EHS • Audit | Business Experience: Ms. Sutil has over 30 years of experience in the petroleum and refining industry. Ms. Sutil has served on the board of Antero Resources Corporation (NYSE: AR) since 2019 and has chaired their ESG Committee since May 2020. From July 2017 to January 2020, she worked with SK E&P Company focused on strategic planning, and from 2014 to 2016, Ms. Sutil worked with California Resources Corporation as Vice President of Commercial Analysis for CRC Marketing, Inc. From 2000 to 2014 she worked with Occidental Petroleum Corporation in various capacities including roles in Corporate Development, Mergers and Acquisitions and Financial Planning. Ms. Sutil has additional experience with ARCO Products Company and Mobil Oil Corporation working as a Project Engineer and Business Analyst in the Refining and Marketing Divisions. From 2010 to 2015 Ms. Sutil served as a member of the board of directors of Plains All American Pipeline, L.P. (NASDAQ: PAA), and from 2013 to 2015, Ms. Sutil served as a member of the board of directors of Plains GP Holdings. L.P. Ms. Sutil holds a Bachelor of Science Degree in Mechanical Engineering with an emphasis in Petroleum Engineering from the University of California, Berkeley and an MBA from Pepperdine University. Additionally, Ms. Sutil is Corporate Directorship certified by the National Association of Corporate Directors (NACD). | | | Qualifications: The Board believed that Ms. Sutil’s varied experience in the refining and petroleum industry provides the Board with valuable expertise in energy industry matters. |

  23. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 34 |

  24. PROPOSAL 1: ELECTION OF DIRECTORS

    | Laurie Z. Tolson Director since: 2021 Age: 65 Committees: • Technology, Chair • NCG • HCC | Business Experience: Since March 2020, Ms. Tolson has been the chief executive officer of Tolson Consulting Company, where she advises companies on digital transformation strategies. Ms. Tolson has served on the board of directors for Landys & Gyr (SIX: LAND) since July 2021 and serves on the remuneration committee. Ms. Tolson served on the board of directors of Fenix Marine Services from 2020 to 2022 when it was sold. From 2017 to 2020, Ms. Tolson served as the chief digital officer of GE Transportation, a division of Wabtec Corporation, which manufactures equipment for the railroad, marine, mining, drilling and energy generation industries. Prior to that, Ms. Tolson worked at ABB Ltd. (NYSE: ABB), a publicly-traded manufacturer of electrification, industrial automation, and robotics and motion products. At ABB, Ms. Tolson served as executive vice president of research and development, product management and marketing from 2012 to 2016, and then as global head of the enterprise software group from 2016 to 2017. Ms. Tolson’s experience also includes five years as vice president, software, at Dell Inc., and 13 years as vice president, Java software group, at Sun Microsystems, Inc. Ms. Tolson attended Point Loma Nazarene University where she graduated with a Bachelor of Arts degree in business administration and economics and minor in computer science, and she holds an MBA from National University in La Jolla, California. Ms. Tolson has completed the National Association of Corporate Directors’ Cyber-Risk Oversight Program. | | | Qualifications: The Board believes that Ms. Tolson’s many years of experience at the intersection of technology and the energy and transportation industries provide important expertise as the Board navigates technological developments in the petroleum industry. |

  25. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 35 |

  26. PROPOSAL 1: ELECTION OF DIRECTORS

    | Shlomo Zohar Director since: 2010 Age: 74 Committees: • HCC, Chair • Audit • Technology | Business Experience: Mr. Zohar served as Chairperson of the Governance Committee from 2013 until February 2020. Mr. Zohar also served as our Lead Independent Director from February 2020 until May 2023. Mr. Zohar has worked as an independent consultant in the financial services sector since 2006. Between 2006 and 2009, Mr. Zohar served as a member and chair of the boards of directors of Israel Discount Bank Ltd., Mercantile Discount Bank Ltd., Israel Discount Capital Markets & Investments Ltd. and Israel Credit Cards, Ltd. During this time, Mr. Zohar also served as a member and vice chair of the board of directors of Israel Discount Bank of New York and as a member of the board of directors of Discount Bancorp, Inc. | | | Qualifications: The Board believes that Mr. Zohar’s financial industry experience provides the Board with valuable expertise in the Company’s financial and accounting matters. |

  27. PROPOSAL 1: ELECTION OF DIRECTORS

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 36 |

  28. Compensation Highlights for Fiscal 2025

    | ■ | Compensation is paid in a mix of base salary; annual cash-based incentives under our Annual Incentive Plan (“AIP”); and equity-based long-term incentive awards (consisting of equal amounts of Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”)). |

  29. Compensation Highlights for Fiscal 2025

    | ■ | Our equity-based long-term incentive program is intended to attract, motivate, and retain participants, and to enhance stockholder value through the use of non-cash, equity incentive compensation opportunities. In 2025 as in past years, 50% of the target value of each executive’s long-term incentive opportunity was granted in time vesting RSUs allocated evenly between Company stock and Delek Logistics common units, and 50% was granted in performance-vesting PSUs. For the first time in 2025, the PSUs were also allocated evenly between Company stock and Delek Logistics common units. The time-vesting RSUs vest on a quarterly basis over a three-year period and the PSU grants are earned based on (i) for Company Stock, our total shareholder return (“TSR”) relative to companies in the S&P 400 Energy Index in four tranches with three one-year performance periods (2025, 2026, and 2027) and a single three-year performance period (2025-2027), and (ii) for Delek Logistics common units, Delek Logistics’ distributable cash flow, in each case with earned PSUs vesting at the end of the three-year period. |

  30. Summary of Compensation Actions for 2025 and 2026

    | | The Human Capital and Compensation Committee approved payouts under the 2025 AIP for 2025 at 150% of target for the Company’s executive officers, including our NEOs, based on the achievement of 2025 goals and initiatives. |

  31. Summary of Compensation Actions for 2025 and 2026

    | | The Human Capital and Compensation Committee approved an Annual Incentive Plan for the 2026 fiscal year (the “2026 AIP”) applicable to executive officers. Under the 2026 AIP, payment of awards will be based on 2026 Adjusted EBITDA achievement and operating metrics, with a 1.5x to 2x modifier in the event that new 2026 EOP targets are achieved. |

  32. Summary of Compensation Actions for 2025 and 2026

    | | The Human Capital and Compensation Committee approved long-term incentive awards to our named executive officers under the Company’s 2016 Long-Term Incentive Plan (the “2016 Plan”). The awards consist of RSUs and PSUs. The RSUs generally vest quarterly in equal amounts through the third anniversary of the grant date (provided the initial installment that would otherwise vest three months following the grant date will instead vest with the second installment six months following the grant date), subject to the employee’s continued employment with the Company. One-half of the RSUs and PSUs entitle the holder to Company stock upon vesting and one half of the RSUs and PSUs entitle the holder to Delek Logistics common limited partner units upon vesting. |

  33. Summary of Compensation Actions for 2025 and 2026

    The respective PSUs vest at the end of the applicable three-year performance period based on (i) with respect to the PSUs allocated to Company stock, our relative total shareholder return (“TSR”), which we define generally as appreciation in the Company’s stock price plus all dividends paid during the applicable performance period, relative to the performance of companies in the S&P 400 Energy Index identified by the Human Capital and Compensation Committee, and (ii) with respect to the PSUs allocated to Delek Logistics common units, Delek Logistics’ distributable cash flow. Our NEOs may earn from 0% to 200% of the PSUs granted based on certain performance standards.

  34. Compensation Overview, Objectives and Philosophy

    | • | Align the long-term economic interests of our executives with our stockholders by providing a meaningful portion of executive compensation in the form of equity awards. |

  35. Elements of Our Compensation

    | ■ | Fixed Compensation: Base salaries, pre-determined severance, limited fringe benefits and perquisites and other benefits are primarily intended to attract and retain our executive officers by providing reliable compensation that is not contingent upon short-term or long-term objectives. |

  36. Elements of Our Compensation

    | ■ | Annual Incentive Compensation: |

  37. Elements of Our Compensation

    | ■ | Long-Term Incentive Compensation: Long-term incentive compensation in 2025 included grants of time-vesting RSUs and performance-based PSUs. |

  38. Compensation Setting Process

    Compensation Setting Process The Human Capital and Compensation Committee is responsible for determining the amount and mix of total compensation to be paid to our executive officers. In making these determinations for our NEOs other than Mr. Soreq, the Human Capital and Compensation Committee typically solicits the input and recommendations of Mr. Soreq. With respect to Mr. Soreq, the Human Capital and Compensation Committee recommends his compensation to the Board of Directors for approval. For all of our NEOs, the Human Capital and Compensation Committee references external consultant studies of our compensation programs. Our goal from each year is to develop an appropriate mix of fixed, annual incentive and long-term incentive compensation to attract and retain our executive officers while simultaneously incentivizing them to exert their best efforts to maximize near-term results and longer-term value for our stockholders. External Consultants The Human Capital and Compensation Committee typically engages external compensation consultants to provide reports related to the design and amount of executive compensation and to evaluate achievement under performance awards. The Human Capital and Compensation Committee also engages compensation consultants to provide director compensation analyses and target compensation reports that are used to develop our director compensation framework. Finally, the Human Capital and Compensation Committee engages compensation consultants to assist us with the development of our annual cash bonus plans and the evaluation of achievement under such plans. For 2025, the Human Capital and Compensation Committee retained Pay Governance LLC (“Pay Governance”), a nationally recognized independent executive compensation consultant, to provide the Human Capital and Compensation Committee advice on executive compensation matters going forward. We expect that, from time to time, the Human Capital and Compensation Committee will continue to reference data and guidance provided, and to be provided, by Pay Governance or similar external consultants in setting executive and director compensation. The Human Capital and Compensation Committee believes that Pay Governance is independent of management and provides the Committee with objective guidance. Benchmarking We believe that effective executive compensation practices depend upon the particular facts and circumstances of each employer and should not be dictated by the practices of others. However, we recognize there is competition for executive talent and we believe that referencing specific and aggregated compensation data from certain

  39. Compensation Setting Process

    companies and groups of companies from time to time can be a useful tool in our decision-making process for all areas of our compensation framework. The Human Capital and Compensation Committee reviews the compensation peer group of companies used to identify market compensation data for our NEOs and non-employee directors (the “Comparator Group”). Pay Governance played a key role in identifying the of companies to serve as peers based on the following characteristics:

  40. Variable Compensation and Promotion of a Long-Term Perspective

    Variable Compensation and Promotion of a Long-Term Perspective We increase the variable at-risk components of compensation for our executives as they progress in our organization while adjusting the ratio of short-term to long-term compensation to promote accountability and a long-term equity ownership culture. We structure our executive compensation program so that the proportion of variable versus fixed compensation increases as the role and responsibility of the executive increases. We believe this structure is appropriate as executives are best positioned to affect the Company’s performance. Therefore, we believe our executives should receive a substantial portion of their total compensation value in the form of long-term equity incentives that measure and reward the Company’s performance over a multiple year period. The table below illustrates that the actual percentage of variable pay relative to total compensation depends on the executive’s position within the Company. Generally, the higher the executive’s position within the Company, the greater the proportion of variable pay that is linked to Company performance and stockholder return metrics. Similarly, as an executive rises to positions of greater responsibility within our Company, short-term compensation begins to decrease proportionately relative to long-term compensation which, in most cases, begins to represent a greater proportion of the executive’s total compensation. Accordingly, the decision to emphasize variable elements for these individuals results in a reduced emphasis on fixed elements of compensation. In some cases, the variances between short-term and long-term compensation are related to tenure or initial compensation package provided upon hiring.

  41. Fixed Compensation

    | | Fixed vs. Variable Compensation | | Short vs. Long-Term Compensation | | | | % of Annual Compensation Fixed | % of Annual Compensation Variable (1) | % of Short-Term Compensation (1) | % of Long-Term Compensation | | Avigal Soreq | 12% | 88% | 28% | 72% | | Mark Hobbs | 21% | 79% | 47% | 53% | | Joseph Israel | 22% | 78% | 39% | 61% | | Denise McWatters | 26% | 74% | 41% | 59% | | Reuven Spiegel | 20% | 80% | 57% | 43% | | Robert Wright | 26% | 74% | 41% | 59% |

  42. Fixed Compensation

    | (1) The percent listed is based on the actual bonus payout for 2025. |

  43. Annual Incentive Compensation

    Annual Incentive Compensation Annual cash bonuses paid to our executive officers for a fiscal year are typically determined in the first quarter of the ensuing fiscal year and are intended to reward company-wide performance. No compensatory arrangement with any executive officer guarantees that an annual cash bonus will be paid to her or him each year. The decision to award annual cash bonuses to our executive officers, and the determination of the amounts thereof (if any), is the prerogative of the Human Capital and Compensation Committee and/or the Board. 2025 Annual Incentive Plan In February 2025, the Human Capital and Compensation Committee approved an Annual Incentive Plan for the 2025 fiscal year (the “2025 AIP”) applicable to executive officers.

  44. Annual Incentive Compensation

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 45 |

  45. Annual Incentive Compensation

    The Human Capital and Compensation Committee approved the financial, operational, safety and sustainability metrics for the 2025 AIP as set forth in the following table.

  46. Annual Incentive Compensation

    | 2025 AIP Performance Metrics | | | | | | | | | Category | Metric | Weight | Target | 0.5x | 1.0x | 1.5x | 2.0x | | Financial | EBITDA | 40% | 505 | 404 | 505 | 580 | 655 | | Financial | Fixed Opex and G&A Budgets | 15% | 809.9 | <+5% | | +/- 2.5% | | | Operational | Solomon Availability (OA) | 15% | 96.0% | 94.0% | 96.0% | 96.6% | 97.2% | | HSE | LTIR (1) | 7.5% | 0.26 | 0.31 | 0.26 | 0.23 | 0.21 | | | TRIR (1) | 2.5% | 0.44 | 0.53 | 0.44 | 0.40 | 0.35 | | | Safety Observation Rate (2) | 2.5% | 870 | 696 | 870 | 957 | 1044 | | | PSE (2) | 6.3% | 10 | 12 | 10 | 9 | 8 | | | Environmental (2) | 6.3% | 37 | 44 | 37 | 33 | 30 | | Sustainability (3) | GHG | 5.0% | 16.40 | 18.04 | 16.40 | 15.58 | 14.76 | | Total | 100% | | | | | | |

  47. Annual Incentive Compensation

    | (1) Safety as measured by each of (i) the Company’s total recordable incident rate (“TRIR”) and (ii) the Company’s days away, restricted or transferred rate (“DART”). |

  48. Annual Incentive Compensation

    | (2) Process safety management/environmental metrics as measured as follows: (i) Tier I events at company refining facilities under the OSHA Process Safety Management standard, (ii) Safety Observation Rate, and (iii) environmental metrics. |

  49. Annual Incentive Compensation

    | (3) Focus on greenhouse gas reduction initiatives and comprehensive hiring practices. |

  50. Annual Incentive Compensation

    2025 AIP Performance In February 2026, the Human Capital and Compensation Committee evaluated the performance of the Company under the 2025 AIP under each of the metrics described above. In February 2026, the Human Capital and Compensation Committee approved cash payments under the 2025 AIP at 150% of the target payout level. The following table illustrates each NEO’s opportunity under the 2025 AIP as well as the actual bonus earned under the 2025 AIP for the 2025 performance and its percentage of such NEO’s base salary:

  51. Annual Incentive Compensation

    | | 2025 AIP Opportunities as a % of Base Salary | | | Actual 2025 AIP Earned | | | | Minimum | Target | Maximum | % of Base Salary | Dollar Value | | Avigal Soreq | 0% | 140% | 280% | 211% | $1,895,544 | | Mark Hobbs | 0% | 90% | 180% | 130% | $740,512 | | Joseph Israel | 0% | 90% | 180% | 135% | $812,376 | | Denise McWatters | 0% | 75% | 150% | 113% | $530,303 | | Reuven Spiegel | 0% | 90% | 180% | 138% | $758,999 | | Robert Wright | 0% | 75% | 150% | 99% | $493,848 |

  52. Annual Incentive Compensation

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 46 |

  53. Annual Incentive Compensation

    Enterprise Optimization Plan As part of the Company’s efforts to reduce costs and promote efficiency, in 2024 the Company implemented an enterprise optimization initiative with a goal of at least a $100 million improvement in expenses through the end of 2025. To support this initiative, in October 2024 the Human Capital and Compensation Committee approved an equity-based enterprise optimization incentive plan (the “EOP”). The EOP was focused on increasing the Company’s free cash flow via shared services outsourcing, improvements to refining operating expenses, commercial growth, and interest expense reduction, while also incentivizing retention of key employees. The EOP had a performance period ending December 31, 2025. Payouts would not occur unless the Company reached at least $100 million in free cash flow (“FCF”) savings on a one-year run rate basis exiting 2025, using an average of the FCF savings in the third and fourth quarters of 2025 over the Company’s second quarter 2024 reported results. The following table sets forth the targets for the EOP.

  54. Annual Incentive Compensation

    | EOP FCF Metric | Average of Q3 and Q4 2025 Results | | | | Target | Max | | Annualized FCF Savings | $100 million | $200 million |

  55. Annual Incentive Compensation

    Actual annualized FCF Savings for the measurement period were $298 million, resulting in full payout of the EOP plan at 300% of target. Furthermore, for any payment in excess of target, a stock price hurdle of 0-20% stock price improvement at any point from plan adoption through payout in the first quarter of 2026 had to be met, with payouts limited by the hurdle on a straight-line basis from 0% (at target) to 20% (for maximum payout). The full stock price hurdle was met during the measurement period. Payouts between the target and maximum payouts were based on straight-line interpolation, subject to the Chief Executive Officer’s right to make discretionary adjustments. The EOP metrics were designed with project level detail to enable assurance over the calculation of the chosen metrics through reviews by the Company’s internal audit function and management’s vesting calculations were tested by the Company’s independent registered public accounting firm, Ernst & Young, with any discrepancies to be reported to management and the Audit Committee prior to any vesting. EOP awards to our executive officers consisted of performance-vesting PSUs with a target payout of one times the executive’s target bonus, with a maximum payout of three times the executive’s target bonus. Participants were required to remain in continuous service to the Company through the payout date to receive the award.

  56. Long-Term Incentives

    Long-Term Incentives The Human Capital and Compensation Committee believes that the grant of long-term compensation, primarily in the form of long-term equity incentive awards, to our executive officers is appropriate to attract, motivate and retain such individuals, and enhance stockholder value through the use of non-cash, equity incentive compensation opportunities. The Human Capital and Compensation Committee believes that the best interests of our stockholders would be most effectively advanced by enabling our executive officers, who are responsible for our management, growth and success, to receive compensation from time to time in the form of long-term incentive awards. Because the vesting of long-term awards is based upon continued employment with us, the awards are designed to provide our executive officers with an incentive to remain with us. Since long-term awards will increase in value in conjunction with an increase in the value of our Common Stock or other performance metrics, such awards are also designed to align the interests of our executive officers and our stockholders. In recent years we have also incorporated long-term incentive awards under the Delek Logistics 2012 Long-Term Incentive Plan (the “Delek Logistics LTIP”) into our executive compensation program in recognition of the growth of Delek Logistics. While the overall amounts of long-term

  57. Long-Term Incentives

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 47 |

  58. Long-Term Incentives

    equity incentives for all of our NEOs are approved by the Human Capital and Compensation Committee, grants under the Delek Logistics LTIP must also be approved by the Nominating and Corporate Governance Committee of the Board of Directors of the general partner of Delek Logistics. Compensatory Arrangements and Long-Term Incentives No compensatory arrangement with any NEO guarantees that long-term incentive compensation will be awarded to her or him each year. The decision to award long-term incentive compensation to our NEOs, and the determination of the amounts thereof (if any), is the prerogative of the Human Capital and Compensation Committee and/or the Board. The performance-vesting component of long-term incentive compensation in 2025 for our NEOs that was allocated to Company stock used relative TSR performance as its performance measure, with the payout determined based on the rank of the Company’s TSR (stock price plus all dividends paid during the applicable performance period) compared to the TSR of the peer group companies (see the list of companies below), over the three-year performance period, as well as for each year within the performance period. Shares may be earned each year if the performance criteria are met, or forfeited if the performance criteria are not met. Awards do not vest and payout until the end of the three-year performance period and are subject to the executive’s continued employment. The performance-vesting component of long-term incentive compensation in 2025 for our NEOs that was allocated to Delek Logistics common units used Delek Logistics distributable cash flow as its performance measure, with the payout determined based on distributable cash flow over the three-year performance period, as well as for each year within the performance period. Delek Logistics common units may be earned each year if the performance criteria are met, or forfeited if the performance criteria are not met. Awards do not vest and payout until the end of the three-year performance period and are subject to the executive’s continued employment. The time-vested RSUs (both for Company stock and Delek Logistics common units) vest quarterly in equal amounts through the third anniversary of the grant date (provided the initial installment that would otherwise vest three months following the grant date will instead vest with the second installment six months following the grant date). The time vested RSUs are conditioned upon the employee’s continued employment with the Company. Equity Awards in 2025 In 2025, the Human Capital and Compensation Committee approved long-term incentive awards to our named executive officers under the 2016 Long-Term Incentive Plan (the “2016 Plan”). The awards have two components: (i) time-vested RSUs and (ii) PSUs. The time-vested RSUs generally vest quarterly in equal amounts through the third anniversary of the grant date (provided the initial installment that would otherwise vest three months following the grant date will instead vest with the second installment six months following the grant date). The time-vested RSUs are conditioned upon the employee’s continued employment with the Company.

  59. Long-Term Incentives

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 48 |

  60. Long-Term Incentives

    The PSUs were split evenly between Company stock and Delek Logistics common units. The PSUs granted to Messrs. Soreq, Hobbs and Israel on March 10, 2025 were subject to performance periods beginning January 1, 2025 and ending December 31, 2025, beginning January 1, 2026 and ending December 31, 2026, beginning January 1, 2027 and ending December 31, 2027, and beginning January 1, 2025 and ending December 31, 2027. The PSUs granted to Mr. Wright on March 10, 2025 were subject to a performance period beginning January 1, 2025 and ending December 31, 2025. The PSUs allocated to Company stock vest, if at all, at the end of the applicable performance period and are based on our relative TSR, which we define generally as appreciation in the Company’s stock price plus all dividends paid during the applicable performance period, relative to the performance of the peer group of companies identified by the Human Capital and Compensation Committee. Our named executive officers may earn from 0% to 200% of the PSUs granted based on the performance standards in the table below:

  61. Long-Term Incentives

    | Performance Level | Relative TSR | Payout (as a % of target) | | Below Threshold | < 25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | ≥ 75% Percentile | 200% |

  62. Long-Term Incentives

    The peer group used to evaluate TSR consisted of the following companies:

  63. Long-Term Incentives

    | Archrock, Inc. | Helix Energy Solutions Group, Inc. | Patterson-UTI Energy, Inc. | | Bristow Group Inc. | Helmerich & Payne, Inc. | ProPetro Services, Inc. | | California Resources Corp. | Liberty Energy Inc. | REX Am. Resources Corp. | | Comstock Resources, Inc. | Nabors Industries Ltd. | RPC, Inc. | | Core Laboratories Inc. | Northern Oil and Gas, Inc. | SM Energy Company | | CVR Energy Inc. | Oceaneering International, Inc. | Talos Energy Inc. | | Dorian LPG Ltd. | Oil States International, Inc. | Vital Energy, Inc. | | Green Plains Inc. | Par Pacific Holdings | World Kinect Corporation |

  64. Long-Term Incentives

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 49 |

  65. Long-Term Incentives

    The PSUs allocated to Delek Logistics common units vest, if at all, at the end of the applicable performance period based on Delek Logistics distributable cash flow. For 2025, the Delek Logistics distributable cash flow metrics with the accompanying payout amount is set forth in the following table: For 2025, Delek Logistics distributable cash flow was $305.8 million, representing 89% achievement of the metrics for the 2025 performance period, which are set forth in the table below:

  66. Long-Term Incentives

    | Delek Logistics Distributable Cash Flow | | | | | 50% | 100% | 150% | 200% | | $291.0M | $310.2M | $325.7M | $351.0M |

  67. Long-Term Incentives

    2016 Long-Term Incentive Plan In 2016, our stockholders approved our 2016 Plan, which succeeded our 2006 Long-Term Incentive Plan (the “2006 Plan”) adopted by our Board upon our initial public offering. The 2016 Plan allows us to grant stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, performance awards and other stock-based awards to certain directors, officers, employees, consultants and other individuals who perform services for us or our affiliates. RSU and PSU awards under the 2016 Plan may be accompanied by dividend equivalent rights providing for a lump sum cash amount equal to the accrued dividends from the grant date of the RSU or PSU, which is paid in cash on the vesting date. The Board has delegated authority to the Human Capital and Compensation Committee to generally administer the 2016 Plan. The Human Capital and Compensation Committee has discretion to select the persons to whom awards are made under the 2016 Plan, and prescribes the terms and conditions of each award under the 2016 Plan. With respect to the application of the 2016 Plan to non-employee directors, the Board has sole responsibility and authority for matters relating to the grant and administration of awards. For a description of the Human Capital and Compensation Committee’s delegation of authority to grant equity awards, please see the narrative discussion of our Human Capital and Compensation Committee under the heading “Committees of the Board of Directors” in this Proxy Statement. Equity awards under the 2016 Plan are subject to exercise or base prices equal to (or greater than) the market price of our Common Stock on the grant date. We define the market price of our Common Stock as the NYSE closing price on the date of the grant, or the last previous NYSE closing price if the date of the grant occurs on a day when the NYSE is not open for trading. For a description of the equity awards made under the 2016 Plan in 2025 to our NEOs and directors, please see the narrative discussions and tables under the headings “Grants of Plan-Based Awards in 2025” and “2025 Director Compensation” in this Proxy Statement. We intend to continue our practice of providing long-term equity-based compensation under the proposed 2026 Plan to our employees, including our NEOs, through time-vested grants with exercise or base prices equal to (or greater than) the fair market value of our Common Stock on the grant date. We also intend to continue our practice of making initial grants to newly hired executives, including future NEOs. The Human Capital and Compensation Committee does not currently consider gains or losses from prior equity awards in setting other elements of compensation.

  68. Fringe Benefits, Perquisites and Severance Provisions

    Fringe Benefits, Perquisites and Severance Provisions Our NEOs are eligible to participate in the benefit plans generally available to all of our employees, which include health, dental, life insurance, vision and disability insurance. We also sponsor a voluntary 401(k) Employee Retirement Savings Plan (“401(k) Plan”) for eligible employees (including our NEOs) administered by Fidelity Investments. Employees must be at least 21 years of age to participate in the 401(k) Plan. Prior to January 1, 2021, after the first anniversary of employment with us, provided such employee is at least 21 years of age and with at least 1,000 hours worked, we matched employee

  69. Fringe Benefits, Perquisites and Severance Provisions

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 50 |

  70. Fringe Benefits, Perquisites and Severance Provisions

    contributions to the 401(k) Plan, including those by our NEOs, on a fully vested basis up to a maximum of ten percent of eligible compensation. Because compensation limits imposed on qualified retirement plans by the Internal Revenue Code prevent certain of our executives, including our NEOs, from being able to contribute amounts to the 401(k) Plan sufficient to receive the full Company match of ten percent of eligible compensation, in 2019, we adopted the Delek US Holdings, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) that allows our executives, including our NEOs, to receive such matching contributions. The Deferred Compensation Plan allows participating executives, including our NEOs, to defer up to 50% of their base salary, and up to 100% of amounts payable under our annual incentive plan, and, prior to January 1, 2021, receive matching contributions as if they had been made under the 401(k) Plan up to a maximum of ten percent of eligible compensation. Since the 2008 tax year, we have reimbursed our executive officers for the cost of professional preparation of their income tax returns. Because our executive officers are typically among our most highly compensated employees, their personal tax returns may be examined in connection with examinations of our tax returns. In addition, Exchange Act reporting requirements expose the executive officers’ compensation to public scrutiny. We believe that encouraging our executive officers to seek professional tax advice will mitigate the personal risks that accompany the heightened scrutiny of their compensation, provide us with a retention and recruiting tool for executive officers, and protect us from the negative publicity that could surround an executive officer’s misstatement of his or her personal income tax liabilities. We currently have written employment arrangements with each of Messrs. Soreq, Hobbs, Israel, Spiegel, and Wright and Ms. McWatters. These employment arrangements generally provide for certain benefits to and commitments from each NEO, including:

  71. Fringe Benefits, Perquisites and Severance Provisions

    | • | Provisions requiring the confidentiality of Company information obtained by the executive during his or her employment; |

  72. Fringe Benefits, Perquisites and Severance Provisions

    | • | In some instances, non-competition and non-solicitation restrictions on the executive in the event of termination of his or her employment; and |

  73. Fringe Benefits, Perquisites and Severance Provisions

    | • | The provision of certain perquisites described above including reimbursement of certain tax preparation costs and, for Mr. Spiegel, reimbursement for certain rent expenses, which perquisites are more fully described in the Summary Compensation Table in this Proxy Statement. |

  74. Fringe Benefits, Perquisites and Severance Provisions

    In addition, these employment agreements, as well as the terms of the 2006 Plan, the 2016 Plan, and Delek Logistics LTIP, may require us to provide compensation or other benefits to our NEOs in connection with certain events related to a termination of employment or a change in control or exchange transaction. For a description of the terms of these arrangements, see “Potential Payments Upon Termination or Change-in-Control” in this Proxy Statement. We have established these arrangements because we believe that providing NEOs with compensation and benefit arrangements upon termination or a change in control or exchange transaction is necessary for us to be competitive with compensation packages of other companies in our industry and assists us in recruiting and retaining talented executives. In addition, formalizing these benefits provides us with certainty in terms of our obligations to an eligible executive in the event that our relationship with any such executive is terminated.

  75. Fringe Benefits, Perquisites and Severance Provisions

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 51 |

  76. Clawback Policy

    Clawback Policy Our Human Capital and Compensation Committee has adopted a clawback policy (the “Clawback Policy”). Under the Clawback Policy, if our consolidated financial statements are restated within three years of the first filing of such financial statements with the SEC due to material noncompliance with any financial reporting requirements under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Human Capital and Compensation Committee may require that any current or former employee subject to the Clawback Policy (which includes all of our executive officers) forfeit and/or return to us all or a portion of any compensation that was granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as such term is defined in the Clawback Policy) and shall include any award of stock options, restricted stock, RSUs, PSUs, or other performance shares, phantom shares or SARs during the period subject to restatement or the period during which the fraud, intentional misconduct, gross negligence, or failure to monitor conduct or risk took place.

  77. Equity Award Policies and Practices

    Equity Award Policies and Practices Our policy is to grant equity awards on the tenth day of the third month of each quarter irrespective of when in such quarter the Human Capital and Compensation Committee approves to grant the equity award to our named executive officers. We do not grant equity awards in anticipation of the release of material nonpublic information nor time the release of material nonpublic information based on equity award grant dates for the purpose of affecting the value of executive compensation.

  78. Equity Award Policies and Practices

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 52 |

  79. Equity Award Policies and Practices

    | | Find more online | | The following may be found on the “Corporate Governance” page of our website at https://delekus.com/about-us/governance/: | | | Share Ownership and Retention Requirements for Directors and Executive Officers | | | Clawback Policy | | | Code of Business Conduct and Ethics | |

  80. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below summarizes the compensation for the fiscal year ended December 31, 2025 (and the two prior fiscal years) for (i) our principal executive officer (Mr. Soreq), (ii) our principal financial officer for the year ended December 31, 2025 (Mr. Hobbs), (iii) our three other most highly compensated executive officers for the fiscal year ended December 31, 2025 (Ms. McWatters and Messrs. Israel and Spiegel) and (iv) Mr. Wright, our EVP and Deputy Chief Financial Officer, who is also the Chief Financial Officer of Delek Logistics. The Company is voluntarily including Mr. Wright because as principal financial officer of Delek Logistics, his compensation is required to be reported by Delek Logistics. We refer to these individuals collectively herein as our “named executive officers” or “NEOs.” The footnotes to the Summary Compensation Table set forth narrative discussions of the material factors necessary to understand the information disclosed in the table.

  81. Summary Compensation Table

    | Name | Fiscal Year | Salary (1) | Bonus (2) | Stock Awards (3) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation (4) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Avigal Soreq Chief Executive Officer and President | 2025 | 900,000 | — | 4,832,195 | — | 1,895,544 | 56,047 | 7,683,786 | | | 2024 | 900,000 | 441,000 | 5,282,174 | — | — | 54,722 | 6,677,896 | | | 2023 | 880,000 | 1,120,000 | 3,623,101 | — | 1,948,100 | 152,096 | 7,723,297 | | Mark Hobbs EVP, CFO | 2025 | 546,923 | 200,000 | 1,073,793 | — | 740,512 | 52,843 | 2,614,071 | | Joseph Israel EVP, President of Refining and Renewables | 2025 | 600,000 | — | 1,288,557 | — | 812,376 | 49,677 | 2,750,610 | | | 2024 | 600,000 | 189,000 | 2,621,077 | — | — | 112,470 | 3,522,547 | | | 2023 | 438,462 | — | 1,100,897 | — | 759,000 | 236,831 | 2,535,190 | | Denise McWatters EVP, GC and Corp Secretary | 2025 | 470,002 | — | 749,975 | — | 530,303 | 60,079 | 1,810,359 | | | 2024 | 467,310 | 122,669 | 1,150,118 | — | — | 59,086 | 1,799,183 | | | 2023 | 400,000 | 300,000 | 724,611 | — | 474,375 | 26,064 | 1,925,050 | | Reuven Spiegel EVP, Special Projects | 2025 | 560,577 | 300,000 | 799,948 | — | 758,999 | 349,909 | 2,769,432 | | | 2024 | 600,000 | 189,000 | 1,794,390 | — | — | 160,942 | 2,744,332 | | | 2023 | 580,000 | 375,000 | 1,057,004 | — | 825,413 | 120,284 | 2,957,701 | | Robert Wright, EVP, Dep. CFO | 2025 | 437,692 | — | 697,838 | — | 493,848 | 58,781 | 1,688,160 |

  82. Summary Compensation Table

    | (1) Amounts shown represent 26 bi-weekly pay periods during each fiscal year and are not reduced to reflect the NEO’s contributions, if any, to the Company’s 401(k) Plan. Amounts shown are amounts actually earned by the NEO during the applicable fiscal year and reflect, to the extent applicable, the impact of any salary adjustments during the year. |

  83. Summary Compensation Table

    | (2) For 2025, the amounts reported in this column reflect (i) Mr. Hobbs received a spot bonus for his contributions in achieving the Sum of the Parts efforts and (ii) Mr. Spiegel received a cash payment pursuant to the terms of his employment agreement in connection with his agreement to extend his employment agreement until 2026. |

  84. Summary Compensation Table

    | (3) Amounts in this column represent the grant date fair value of PSUs, DK RSUs, and DKL RSUs granted under the 2016 Plan as calculated for financial statement reporting purposes. It does not represent the value of equity awards actually paid to the respective executives in any given year due to vestings and forfeitures. For the values of equity awards which actually vested in 2025, see the column titled “Stock Awards – Value Realized on Vesting” in the Option Exercises and Stock Vested Table below. |

  85. Summary Compensation Table

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 54 |

  86. Summary Compensation Table

    The fair value of PSUs for Messrs. Soreq, Hobbs, and Israel is calculated using a Monte-Carlo simulation model, which assumes a risk-free rate of interest of 3.87%, an expected term of 2.81 years and expected volatility of 45.48%. Mr. Wright’s has a different Monte-Carlo simulation model, which assumes a risk free-rate of interest of 4.1%, an expected term of 0.76 years, and expected volatility of 48.15%. The fair value of RSUs is calculated using the closing price of our Common Stock and Delek Logistics’ common units on the date of the grant. Assumptions used in the calculation of these amounts for the 2026 fiscal year are included in footnote 20 to our audited financial statements for the 2025 fiscal year included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026. Because the fair value of PSUs is calculated differently than the fair value of RSUs, the grant date fair values for PSUs and RSUs covering identical quantities of shares may differ. If achievement of the highest level of performance conditions is assumed, the grant date fair value of the PSUs and RSUs granted in 2025 would be $7,414,422 for Mr. Soreq, $1,647,607 for Mr. Hobbs, $1,977,135 for Mr. Israel, $920,691 for Mr. Wright. The grant date fair value of each PSU and RSU award in 2025 is set forth in the Grants of Plan-Based Awards in 2025 table on page 56.

  87. Summary Compensation Table

    | (4) For fiscal year 2025, this amount includes matching contributions to the Company’s 401(k) Plan in the amount of $39,245 for Messrs. Soreq and Wright and $46,500 for each of Messrs. Israel, Spiegel and Hobbs and Ms. McWatters, and group term life insurance premiums of $3,152 for Mr. Soreq, $3,177 for Mr. Israel, $13,579 for Ms. McWatters, $16,384 for Mr. Spiegel, $5,343 for Mr. Hobbs, and $992 for Mr. Wright. For Mr. Soreq, this amount also includes reimbursement in the amount of $9,400 for professional tax preparation fees, $3,250 for medical examination fees, and $1,000 for HSA employer contributions. For Mr. Spiegel this amount includes $79,332 for rent and $207,692 related to accrued vacation dates as of December 31, 2025. For Mr. Wright, this amount also includes reimbursement in the amount of $1,000 for HSA employer contributions and $17,544 for matching contributions to his non-qualified deferred compensation plan. No other NEO had perquisites or other personal benefits in 2025 with an aggregate value in excess of $10,000. |

  88. Summary Compensation Table

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 55 |

  89. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information regarding plan-based awards granted to our NEOs during fiscal year 2025:

  90. Grants of Plan-Based Awards in 2025

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (3) | | | Threshold | Target | Maximum | Grant Date | Threshold | Target | Maximum | | | | Soreq | — | $1,260,000 | $2,520,000 | 3/10/2025 | | | | 83,148 (4) | $1,124,992 | | | | | | 3/10/2025 | | | | 27,784 (5) | $1,124,974 | | | | | | 3/10/2025 | 8,315 | 16,629 | 33,258 (2) | | $261,242 | | | | | | 3/10/2025 | 8,315 | 16,629 | 33,258 (2) | | $289,511 | | | | | | 3/10/2025 | 8,315 | 16,630 | 33,260 (2) | | $289,196 | | | | | | 3/10/2025 | 16,630 | 33,260 | 66,520 (2) | | $617,306 | | | | | | 3/10/2025 | 2,778 | 5,556 | 11,112 (6) | | $224,962 | | | | | | 3/10/2025 | 2,779 | 5,557 | 11,114 (6) | | $225,003 | | | | | | 3/10/2025 | 2,779 | 5,557 | 11,114 (6) | | $225,003 | | | | | | 3/10/2025 | 5,557 | 11,114 | 22,228 (6) | | $450,006 | | Hobbs | — | $513,000 | $1,026,000 | 3/10/2025 | | | | 18,477 (4) | $249,994 | | | | | | 3/10/2025 | | | | 6,174 (5) | $249,985 | | | | | | 3/10/2025 | 1,848 | 3,695 | 7,390 (2) | | $58,048 | | | | | | 3/10/2025 | 1,848 | 3,695 | 7,390 (2) | | $64,330 | | | | | | 3/10/2025 | 1,848 | 3,696 | 7,392 (2) | | $64,273 | | | | | | 3/10/2025 | 3,696 | 7,391 | 14,782 (2) | | $137,177 | | | | | | 3/10/2025 | 617 | 1,234 | 2,468 (6) | | $49,965 | | | | | | 3/10/2025 | 618 | 1,235 | 2,470 (6) | | $50,005 | | | | | | 3/10/2025 | 618 | 1,235 | 2,470 (6) | | $50,005 | | | | | | 3/10/2025 | 1,235 | 2,470 | 4,940 (6) | | $100,010 | | Israel | — | $540,000 | $1,080,000 | 3/10/2025 | | | | 22,172 (4) | $299,987 | | | | | | 3/10/2025 | | | | 7,409 (5) | $299,990 | | | | | | 3/10/2025 | 2,217 | 4,434 | 8,868 (2) | | $69,658 | | | | | | 3/10/2025 | 2,217 | 4,434 | 8,868 (2) | | $77,196 | | | | | | 3/10/2025 | 2,217 | 4,434 | 8,868 (2) | | $77,107 | | | | | | 3/10/2025 | 4,435 | 8,870 | 17,740 (2) | | $164,627 | | | | | | 3/10/2025 | 741 | 1,481 | 2,962 (6) | | $59,966 | | | | | | 3/10/2025 | 741 | 1,482 | 2,964 (6) | | $60,006 | | | | | | 3/10/2025 | 741 | 1,482 | 2,964 (6) | | $60,006 | | | | | | 3/10/2025 | 1,482 | 2,964 | 5,928 (6) | | $120,012 | | McWatters | — | $352,502 | $705,003 | 3/10/2025 | | | | 27,716 (4) | $374,997 | | | | | | 3/10/2025 | | | | 9,261 (5) | $374,978 | | Spiegel | — | $495,000 | $990,000 | 3/10/2025 | | | | 9,878 (5) | $399,960 | | | | | | 3/10/2025 | | | | 29,563 (4) | $399,987 | | Wright | __ | $375,000 | $750,000 | | | | | | | | | | | | 3/10/2025 | | | | | $87,499 | | | | | | 3/10/2025 | | | | 6,467 (7) | $87,499 | | | | | | 3/10/2025 | | | | 2,161 (8) | $299,987 | | | | | | 3/10/2025 | 3,234 | 6,467 | 12,934 (10) | 22,172 (9) | $135,354 | | | | | | 3/10/2025 | 1,081 | 2,161 | 4,322 (11) | | $87,499 |

  91. Grants of Plan-Based Awards in 2025

    | (1) Represents possible payouts under the 2025 AIP. |

  92. Grants of Plan-Based Awards in 2025

    | (2) The amounts in this column reflect the threshold, target, and maximum shares to be issued upon the vesting of DK PSUs. The PSUs granted to Messrs. Soreq, Hobbs, and Israel on March 10, 2025 are subject to four different performance periods: January 1, 2025 and ending December 31, 2025, January 1, 2026 and ending December 31, 2026, January 1, 2027 and ending December 31, 2027, and January 1, 2025 and ending December 31, 2027. |

  93. Grants of Plan-Based Awards in 2025

    | (3) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes over the expected term of the grant. |

  94. Grants of Plan-Based Awards in 2025

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 56 |

  95. Grants of Plan-Based Awards in 2025

    Assumptions used in the calculation of this amount for the 2025 fiscal year are included in footnote 20 to our audited financial statements for the 2025 fiscal year included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026. Because the fair value of PSUs is calculated differently than the fair value of RSUs, the grant date fair values for PSUs and RSUs covering identical quantities of shares may differ.

  96. Grants of Plan-Based Awards in 2025

    | (4) The amounts in this column reflect the Delek shares to be issued upon the vesting of RSUs granted under the 2016 Plan. The RSUs vest quarterly for three years, pro rata. |

  97. Grants of Plan-Based Awards in 2025

    | (5) The amounts in this column reflect the Delek Logistics common units to be issued upon the vesting of RSUs granted under the Delek Logistics 2012 Long-Term Incentive Plan. The RSUs vest quarterly for three years, pro rata. |

  98. Grants of Plan-Based Awards in 2025

    | (6) The amounts in this column reflect the threshold, target, and maximum shares to be issued upon the vesting of DKL PSUs. The PSUs granted to Messrs. Soreq, Hobbs and Israel on March 10, 2025 are subject to four different performance periods: January 1, 2025 and ending December 31, 2025, January 1, 2026 and ending December 31, 2026, January 1, 2027 and ending December 31, 2027, and January 1, 2025 and ending December 31, 2027. |

  99. Grants of Plan-Based Awards in 2025

    | (7) The amounts in this column reflect the Delek shares to be issued upon the vesting of RSUs granted under the 2016 Plan. The RSUs vest quarterly for one year, pro rata. |

  100. Grants of Plan-Based Awards in 2025

    | (8) The amounts in this column reflect the Delek Logistics common units to be issued upon the vesting of RSUs granted under the Delek Logistics 2012 Long-Term Incentive Plan. The RSUs vest quarterly for one year, pro rata. |

  101. Grants of Plan-Based Awards in 2025

    | (9) The amounts in this column reflect the Delek shares to be issued upon the vesting of RSUs granted under the 2016 Plan. The RSUs vest annually for three years, pro rata. |

  102. Grants of Plan-Based Awards in 2025

    | (10) The DK PSUs granted to Mr. Wright on March 10, 2025 are subject to a performance period beginning January 1, 2025 and ending December 31, 2025. |

  103. Grants of Plan-Based Awards in 2025

    | (11) The DKL PSUs granted to Mr. Wright on March 10, 2025 are subject to a performance period beginning January 1, 2025 and ending December 31, 2025. |

  104. Narrative to the Summary Compensation and Grants of Plan-Based Awards in 2025 Tables

    Narrative to the Summary Compensation and Grants of Plan-Based Awards in 2025 Tables The following is a discussion of certain terms of the employment agreements with our NEOs that we believe are necessary to an understanding of the information disclosed in the Summary Compensation Table and Grants of Plan-Based Awards in 2025 Table. Executives may also receive certain benefits upon the expiration or termination of his employment. Please see the narrative discussion under the heading “Potential Payments Upon Termination or Change In Control” in this Proxy Statement for further discussion of these terms. Soreq Employment Agreement On May 28, 2022, we entered into an employment agreement with Mr. Soreq that originally expired on June 12, 2026 and was subsequently amended to extend the term through June 12, 2028 (as amended, the “Soreq Agreement”). The term of the Soreq Agreement is evergreen after June 12, 2028 and non-renewal (in 2028 or any year thereafter) by the Company will be treated as a termination without Cause (as such term is defined in the Soreq Agreement). Under the Soreq Agreement, Mr. Soreq is entitled to an annual base salary of at least $900,000 and his annual target bonus will be 140% of his base salary, with a maximum payout opportunity of 200% of the target amount. The Soreq Agreement also provides that Mr. Soreq is eligible for annual grants under the Company’s 2016 Long-Term Incentive Plan in a target amount of at least $4,500,000 per year split evenly between time-vested RSUs and performance-based PSUs.

  105. Narrative to the Summary Compensation and Grants of Plan-Based Awards in 2025 Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 57 |

  106. Narrative to the Summary Compensation and Grants of Plan-Based Awards in 2025 Tables

    The Soreq Agreement includes a noncompetition clause which provides that Mr. Soreq will not compete with the Company, directly or indirectly, in the geographic area defined in the agreement during its term and for one year thereafter. The Soreq Agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Soreq Agreement and for one year thereafter. In addition to benefits available to the Company’s senior executive officers generally, the Soreq Agreement also provides reimbursement for the reasonable costs of professional preparation of his personal income tax returns, not to exceed $25,000 in any calendar year, and a Company provided car. Mr. Soreq would only receive accrued compensation and benefits if Mr. Soreq terminates employment without Good Reason (as defined in the Soreq Agreement) and with six months written notice and provided that Mr. Soreq’s equity awards would vest in full in the event Mr. Soreq terminates his employment at such time when his age plus years of service with the Company equals or exceeds 65. Mr. Soreq also entered into a separate Change in Control Agreement with us as described below under the heading “Potential Payments Upon Termination or Change-In-Control” in this Proxy Statement. The Change in Control Agreement has a term that begins six months prior to a change in control and continues for 24 months following the change in control. Hobbs Employment Agreement Effective as of March 1, 2025, we entered into an employment agreement with Mr. Hobbs that expires on April 1, 2029 (the “Hobbs Agreement”) in which Mr. Hobbs was appointed as Executive Vice President and Chief Financial Officer which provides for base compensation of $570,000, an annual target bonus opportunity at 90% of base compensation with a maximum payout opportunity of 200% of the target amount, and provides for an annual long-term incentive award valued at $1,000,000 per year split evenly between time vested RSUs and performance-based PSUs. Mr. Hobbs also received a grant of $700,000 of time-vesting RSUs in connection with his appointment as Executive Vice President, Corporate Development in 2022. The Hobbs Agreement includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Hobbs Agreement and for one year thereafter. Israel Employment Agreement Effective as of March 27, 2023, we entered into an employment agreement with Mr. Israel that expires on March 27, 2027 (as amended, the “Israel Agreement”). The Israel Agreement provides for base compensation of $600,000, an annual target bonus opportunity at 90% of base compensation with a maximum payout opportunity of 200% of the target amount, and provides for an annual long-term incentive award valued at $1,200,000 per year split evenly between time-vested RSUs and performance-based PSUs. The Israel Agreement includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Israel Agreement and for one year thereafter. Mr. Israel may receive certain benefits upon the expiration or termination of his employment. Please see the narrative discussion under the heading “Potential Payments Upon Termination or Change-In-Control” in this Proxy Statement for further discussion of these terms. McWatters Employment Agreement On February 3, 2021, we entered into an employment agreement with Ms. McWatters that originally expired on February 28, 2025 and was subsequently amended to extend the term through June 30, 2026 (as amended, the “McWatters Agreement”). The McWatters Agreement provides for base compensation of $470,000, an annual target bonus opportunity at 75% of base compensation with a maximum payout opportunity of 200% of the target amount, and a grant of $750,000 of time vesting RSUs that will vest quarterly through June 30, 2026. The Company also agreed to provide Ms. McWatters with a one year consulting agreement in July 2026 with annual base compensation of $250,000.

  107. Narrative to the Summary Compensation and Grants of Plan-Based Awards in 2025 Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 58 |

  108. Narrative to the Summary Compensation and Grants of Plan-Based Awards in 2025 Tables

    The McWatters Agreement includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the McWatters Agreement and for one year thereafter. Spiegel Employment Agreement On August 1, 2020, we entered into an employment agreement with Mr. Spiegel that originally expired on December 31, 2023 and was subsequently amended to extend the term through June 30, 2026 (as amended, the “Spiegel Agreement”). For 2025, the Spiegel Agreement provided for base compensation of $550,000, an annual target bonus opportunity at 90% of base compensation, an equity grant valued at $800,000 of time vesting RSUs that vested quarterly through December 31, 2025, and a cash payment of $300,000 paid in January 2026. The Company also agreed to provide Mr. Spiegel with a one year consulting agreement in 2026 with annual base compensation of $400,000. On February 24, 2026, we entered into a fourth amendment to the Spiegel Agreement, which extends the term to June 30, 2026, with no changes to Mr. Spiegel’s compensation. The Spiegel Agreement includes a noncompetition clause which provides that Mr. Spiegel will not compete with the Company, directly or indirectly, in the geographic territory defined in the Spiegel Agreement during the term of the Spiegel Agreement and for one year thereafter. The Spiegel Agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Spiegel Agreement and for one year thereafter. Wright Employment Agreement On November 15, 2025, we entered into an employment agreement with Mr. Wright that is set to expire on November 15, 2029 and provides for a base compensation of $500,000, an annual target bonus opportunity at 75% of base compensation, an equity grant valued at $500,000, 50% of which will comprise of time vesting RSUs that will vest quarterly, and the remaining 50% of which will consist of performance based RSUs. The Wright Agreement includes a noncompetition clause which provides that Mr. Wright will not compete with the Company, directly or indirectly, in the geographic territory defined in the Wright Agreement during the term of the Wright Agreement and for one year thereafter. The Wright Agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Wright Agreement and for one year thereafter.

  109. Narrative to the Summary Compensation and Grants of Plan-Based Awards in 2025 Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 59 |

  110. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information about the number of outstanding equity awards held by our NEOs at December 31, 2025.

  111. Outstanding Equity Awards at December 31, 2025

    | | Stock Awards | | | | | | | | | Name | Grant Date | Issuer | Number of Shares or Units That Have Not Vested (1) | Market Value of Shares or Units That Have Not Vested (2) | Equity Incentive Plan Awards | | | | | | | | | | Number of Unearned Shares or Units | Performance Period Start | Performance Period End | Market or Payout Value of Unearned Shares or Units (2) | | Avigal Soreq | 3/10/2023 | DK | 3,129 | $92,806 | 15,015 | 1/1/2024 | 12/31/2024 | $445,345 | | | | | | | 15,015 | 1/1/2025 | 12/31/2025 | $445,345 | | | | | | | 30,030 | 1/1/2023 | 12/31/2025 | $890,690 | | | | DKL | 1,408 | $62,825 | | | | | | | 3/10/2024 | DK | 13,760 | $408,122 | 13,207 | 1/1/2025 | 12/31/2025 | $391,720 | | | | | | | 13,208 | 1/1/2026 | 12/31/2026 | $391,749 | | | | | | | 26,415 | 1/1/2024 | 12/31/2026 | $783,469 | | | | DKL | 9,330 | $416,305 | | | | | | | 10/7/2024 | DK | | | 62,222 | 10/1/2024 | 12/31/2025 | $1,845,505 | | | 3/10/2025 | DK | 62,362 | $1,849,657 | 16,629 | 1/1/2025 | 12/31/2025 | $493,216 | | | | | | | 16,629 | 1/1/2026 | 12/31/2026 | $493,216 | | | | | | | 16,630 | 1/1/2027 | 12/31/2027 | $493,246 | | | | | | | 33,260 | 1/1/2025 | 12/31/2027 | $986,492 | | | | DKL | 20,839 | $929,836 | 5,556 | 1/1/2025 | 12/31/2025 | $247,909 | | | | | | | 5,557 | 1/1/2026 | 12/31/2026 | $247,953 | | | | | | | 5,557 | 1/1/2027 | 12/31/2027 | $247,953 | | | | | | | 11,114 | 1/1/2025 | 12/31/2027 | $495,907 | | Mark Hobbs | 3/10/2023 | DK | 626 | $18,567 | 3,003 | 1/1/2024 | 12/31/2024 | $89,069 | | | | | | | 3,003 | 1/1/2025 | 12/31/2025 | $89,069 | | | | | | | 6,006 | 1/1/2023 | 12/31/2025 | $178,138 | | | | DKL | 282 | $12,583 | | | | | | | 3/10/2024 | DK | 2,753 | $81,654 | 2,641 | 1/1/2025 | 12/31/2025 | $78,332 | | | | | | | 2,642 | 1/1/2026 | 12/31/2026 | $78,362 | | | | | | | 5,283 | 1/1/2024 | 12/31/2026 | $156,694 | | | | DKL | 1,866 | $83,261 | | | | | | | 10/7/2024 | DK | | | 25,333 | 10/1/2024 | 12/31/2025 | $751,377 | | | 3/10/2025 | DK | 13,859 | $411,058 | 3,695 | 1/1/2025 | 12/31/2025 | $109,594 | | | | | | | 3,695 | 1/1/2026 | 12/31/2026 | $109,594 | | | | | | | 3,696 | 1/1/2027 | 12/31/2027 | $109,623 | | | | | | | 7,391 | 1/1/2025 | 12/31/2027 | $219,217 | | | | DKL | 4,631 | $206,635 | 1,234 | 1/1/2025 | 12/31/2025 | $55,061 | | | | | | | 1,235 | 1/1/2026 | 12/31/2026 | $55,106 | | | | | | | 1,235 | 1/1/2027 | 12/31/2027 | $55,106 | | | | | | | 2,470 | 1/1/2025 | 12/31/2027 | $110,211 |

  112. Outstanding Equity Awards at December 31, 2025

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 60 |

  113. Outstanding Equity Awards at December 31, 2025

    | | Stock Awards | | | | | | | | | Name | Grant Date | Issuer | Number of Shares or Units That Have Not Vested (1) | Market Value of Shares or Units That Have Not Vested (2) | Equity Incentive Plan Awards | | | | | | | | | | Number of Unearned Shares or Units | Performance Period Start | Performance Period End | Market or Payout Value of Unearned Shares or Units (2) | | Joseph Israel | 6/9/2023 | DK | 1,793 | $53,180 | 4,301 | 1/1/2024 | 12/31/2024 | $127,568 | | | | | | | 4,301 | 1/1/2025 | 12/31/2025 | $127,568 | | | | | | | 8,602 | 1/1/2023 | 12/31/2025 | $255,135 | | | | DKL | 853 | $38,061 | | | | | | | 3/10/2024 | DK | 3,931 | $116,593 | 3,773 | 1/1/2025 | 12/31/2025 | $111,907 | | | | | | | 3,774 | 1/1/2026 | 12/31/2026 | $111,937 | | | | | | | 7,547 | 1/1/2024 | 12/31/2026 | $223,844 | | | | DKL | 2,666 | $118,957 | | | | | | | 10/7/2024 | DK | | | 23,703 | 10/1/2024 | 12/31/2025 | $703,031 | | | 11/11/2024 | DK | 26,955 | $799,485 | | | | | | | 3/10/2025 | DK | 13,858 | $411,028 | 4,434 | 1/1/2025 | 12/31/2025 | $131,512 | | | | | | | 4,434 | 1/1/2026 | 12/31/2026 | $131,512 | | | | | | | 4,434 | 1/1/2027 | 12/31/2027 | $131,512 | | | | | | | 8,870 | 1/1/2025 | 12/31/2027 | $263,084 | | | | DKL | 4,631 | $206,635 | 1,481 | 1/1/2025 | 12/31/2025 | $66,082 | | | | | | | 1,482 | 1/1/2026 | 12/31/2026 | $66,127 | | | | | | | 1,482 | 1/1/2027 | 12/31/2027 | $66,127 | | | | | | | 2,964 | 1/1/2025 | 12/31/2027 | $132,254 | | Denise McWatters | 3/10/2023 | DK | 626 | $18,567 | 3,003 | 1/1/2024 | 12/31/2024 | $89,069 | | | | | | | 3,003 | 1/1/2025 | 12/31/2025 | $89,069 | | | | | | | 6,006 | 1/1/2023 | 12/31/2025 | $178,138 | | | | DKL | 282 | $12,583 | | | | | | | 3/10/2024 | DK | 2,753 | $81,654 | 2,641 | 1/1/2025 | 12/31/2025 | $78,332 | | | | | | | 2,642 | 1/1/2026 | 12/31/2026 | $78,362 | | | | | | | 5,283 | 1/1/2024 | 12/31/2026 | $156,694 | | | | DKL | 1,866 | $83,261 | | | | | | | 10/7/2024 | DK | | | 17,407 | 10/1/2024 | 12/31/2025 | $516,292 | | | 3/10/2025 | DK | 11,087 | $328,840 | | | | | | | | DKL | 3,705 | $165,317 | | | | | | Reuven Spiegel | 3/10/2024 | DK | | | 4,151 | 1/1/2025 | 12/31/2025 | $123,119 | | | | | | | 4,151 | 1/1/2026 | 12/31/2026 | $123,119 | | | | | | | 8,302 | 1/1/2025 | 12/31/2025 | $246,237 | | | 10/7/2024 | DK | | | 26,666 | 10/1/2024 | 12/31/2025 | $790,914 |

  114. Outstanding Equity Awards at December 31, 2025

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 61 |

  115. Outstanding Equity Awards at December 31, 2025

    | | Stock Awards | | | | | | | | | Name | Grant Date | Issuer | Number of Shares or Units That Have Not Vested (1) | Market Value of Shares or Units That Have Not Vested (2) | Equity Incentive Plan Awards | | | | | | | | | | Number of Unearned Shares or Units | Performance Period Start | Performance Period End | Market or Payout Value of Unearned Shares or Units (2) | | Robert Wright | 6/10/2022 | DK | 1,872 | $55,524 | | | | | | | 6/9/2023 | DK | 5,202 | $154,291 | | | | | | | 3/10/2024 | DK | 1,376 | $40,812 | 1,321 | 1/1/2025 | 12/31/2025 | $39,181 | | | | | | | 1,321 | 1/1/2026 | 12/31/2026 | $39,181 | | | | | | | 2,641 | 1/1/2024 | 12/31/2026 | $78,332 | | | | DKL | 935 | $41,720 | | | | | | | 10/7/2024 | DK | | | 11,850 | 10/1/2024 | 12/31/2025 | $351,471 | | | 3/10/2025 | DK | 22,172 | $657,622 | 6,467 | 1/1/2025 | 12/31/2025 | $191,811 | | | | DKL | | | 2,161 | 1/1/2025 | 12/31/2025 | $96,424 |

  116. Outstanding Equity Awards at December 31, 2025

    | (1) DK RSUs and Delek Logistics phantom units vest quarterly over three years from the grant date, pro rata. |

  117. Outstanding Equity Awards at December 31, 2025

    | (2) Amounts in these columns with respect to Delek RSUs and PSUs are based upon a market value of $29.66 per share, which was the closing price of our Common Stock on the NYSE on December 31, 2025, the last trading day of fiscal year 2025. Amounts with respect to Delek Logistics RSUs are based upon a market value of $44.62 per Delek Logistics common unit, which was the closing price of Delek Logistics common units on the NYSE on December 31, 2025, the last trading day of fiscal year 2025. The value of PSUs assumes settlement at the target quantities. |

  118. Outstanding Equity Awards at December 31, 2025

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 62 |

  119. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information about NQSO and SAR exercises by, and the vesting of RSUs and PSUs for, our NEOs during fiscal year 2025.

  120. Option Exercises and Stock Vested in 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Avigal Soreq | n/a | n/a | 83,725(1) | $2,435,928(1) | | Mark Hobbs | n/a | n/a | 17,169(2) | $560,014(2) | | Joseph Israel | n/a | n/a | 48,609(3) | $1,343,896(3) | | Denise McWatters | n/a | n/a | 39,774(4) | $1,139,822(4) | | Reuven Spiegel | n/a | n/a | 48,542(5) | $1,318,149(5) | | Robert Wright | n/a | n/a | 15,998(6) | $469,491(6) |

  121. Option Exercises and Stock Vested in 2025

    | (1) Quantities and values for Mr. Soreq are comprised of the following: |

  122. Option Exercises and Stock Vested in 2025

    | Name | Vesting Date | Shares/Units Vested | Symbol | Award Type | Fair Market Value Per Share or unit* | Fair Market Value | | Soreq | 3/10/2025 | 4,051 | DKL | RSU | $40.49 | $164,025 | | | 3/10/2025 | 8,375 | DK | RSU | $13.53 | $113,314 | | | 3/31/2025 | 12,835 | DK | PSU | $15.07 | $193,423 | | | 6/10/2025 | 4,052 | DKL | RSU | $42.57 | $172,494 | | | 6/10/2025 | 8,375 | DK | RSU | $19.61 | $164,234 | | | 9/10/2025 | 7,904 | DKL | RSU | $43.99 | $347,697 | | | 9/10/2025 | 19,737 | DK | RSU | $29.71 | $586,386 | | | 12/10/2025 | 5,589 | DKL | RSU | $45.02 | $251,617 | | | 12/10/2025 | 12,807 | DK | RSU | $34.57 | $442,738 |

  123. Option Exercises and Stock Vested in 2025

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  124. Option Exercises and Stock Vested in 2025

    | (2) Quantities and values for Mr. Hobbs are comprised of the following: |

  125. Option Exercises and Stock Vested in 2025

    | Name | Vesting Date | Shares/Units Vested | Symbol | Award Type | Fair Market Value Per Share or unit* | Fair Market Value | | Hobbs | 3/10/2025 | 655 | DKL | RSU | $40.49 | $26,521 | | | 3/10/2025 | 1,176 | DK | RSU | $13.53 | $15,911 | | | 6/10/2025 | 655 | DKL | RSU | $42.57 | $27,883 | | | 6/10/2025 | 1,176 | DK | RSU | $19.61 | $23,061 | | | 9/10/2025 | 1,684 | DKL | RSU | $43.99 | $74,079 | | | 9/10/2025 | 4,255 | DK | RSU | $29.71 | $126,416 | | | 10/1/2025 | 3,684 | DK | RSU | $32.48 | $119,656 | | | 12/10/2025 | 1,169 | DKL | RSU | $45.02 | $52,628 | | | 12/10/2025 | 2,715 | DK | RSU | $34.57 | $93,858 |

  126. Option Exercises and Stock Vested in 2025

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 63 |

  127. Option Exercises and Stock Vested in 2025

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  128. Option Exercises and Stock Vested in 2025

    | (3) Quantities and values for Mr. Israel are comprised of the following: |

  129. Option Exercises and Stock Vested in 2025

    | Name | Vesting Date | Shares/Units Vested | Symbol | Award Type | Fair Market Value Per Share or unit* | Fair Market Value | | Israel | 3/7/2025 | 426 | DKL | RSU | $41.07 | $17,496 | | | 3/7/2025 | 896 | DK | RSU | $14.26 | $12,777 | | | 3/10/2025 | 533 | DKL | RSU | $40.49 | $21,581 | | | 3/10/2025 | 786 | DK | RSU | $13.53 | $10,635 | | | 5/9/2025 | 13,477 | DK | RSU | $15.39 | $207,411 | | | 6/9/2025 | 426 | DKL | RSU | $42.53 | $18,118 | | | 6/9/2025 | 896 | DK | RSU | $18.96 | $16,988 | | | 6/10/2025 | 533 | DKL | RSU | $42.57 | $22,690 | | | 6/10/2025 | 786 | DK | RSU | $19.61 | $15,413 | | | 8/11/2025 | 6,738 | DK | RSU | $20.69 | $139,409 | | | 9/9/2025 | 426 | DKL | RSU | $43.69 | $18,612 | | | 9/9/2025 | 896 | DK | RSU | $31.95 | $28,627 | | | 9/10/2025 | 2,385 | DKL | RSU | $43.99 | $104,916 | | | 9/10/2025 | 6,329 | DK | RSU | $29.71 | $188,035 | | | 11/11/2025 | 6,738 | DK | RSU | $41.70 | $280,975 | | | 12/9/2025 | 426 | DKL | RSU | $45.45 | $19,362 | | | 12/9/2025 | 896 | DK | RSU | $35.94 | $32,202 | | | 12/10/2025 | 1,459 | DKL | RSU | $45.02 | $65,684 | | | 12/10/2025 | 3,557 | DK | RSU | $34.57 | $122,965 |

  130. Option Exercises and Stock Vested in 2025

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  131. Option Exercises and Stock Vested in 2025

    | (4) Quantities and values for these columns are comprised of the following: |

  132. Option Exercises and Stock Vested in 2025

    | Name | Vesting Date | Shares/Units Vested | Symbol | Award Type | Fair Market Value Per Share or unit* | Fair Market Value | | McWatters | 3/10/2025 | 891 | DKL | RSU | $40.49 | $36,077 | | | 3/10/2025 | 2,065 | DK | RSU | $13.53 | $27,939 | | | 3/10/2025 | 9,140 | DK | PSU | $13.53 | $123,664 | | | 6/10/2025 | 655 | DKL | RSU | $42.57 | $27,883 | | | 6/10/2025 | 1,176 | DK | RSU | $19.61 | $23,061 | | | 9/10/2025 | 4,359 | DKL | RSU | $43.99 | $191,752 | | | 9/10/2025 | 12,262 | DK | RSU | $29.71 | $364,304 | | | 12/10/2025 | 2,507 | DKL | RSU | $45.02 | $112,865 | | | 12/10/2025 | 6,719 | DK | RSU | $34.57 | $232,276 |

  133. Option Exercises and Stock Vested in 2025

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  134. Option Exercises and Stock Vested in 2025

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 64 |

  135. Option Exercises and Stock Vested in 2025

    | (5) Quantities and values for these columns are comprised of the following: |

  136. Option Exercises and Stock Vested in 2025

    | Name | Vesting Date | Shares/Units Vested | Symbol | Award Type | Fair Market Value Per Share or unit* | Fair Market Value | | Spiegel | 3/10/2025 | 9,101 | DK | PSU | $13.53 | $123,137 | | | 6/10/2025 | 4,939 | DKL | RSU | $42.57 | $210,253 | | | 6/10/2025 | 14,781 | DK | RSU | $19.61 | $289,855 | | | 9/10/2025 | 2,469 | DKL | RSU | $43.99 | $108,611 | | | 9/10/2025 | 7,391 | DK | RSU | $29.71 | $219,587 | | | 12/10/2025 | 2,470 | DKL | RSU | $45.02 | $111,199 | | | 12/10/2025 | 7,391 | DK | RSU | $34.57 | $255,507 |

  137. Option Exercises and Stock Vested in 2025

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  138. Option Exercises and Stock Vested in 2025

    | (6) Quantities and values for these columns are comprised of the following: |

  139. Option Exercises and Stock Vested in 2025

    | Name | Vesting Date | Shares/Units Vested | Symbol | Award Type | Fair Market Value Per Share or unit* | Fair Market Value | | Wright | 3/10/2025 | 186 | DKL | RSU | $40.49 | $7,531 | | | 3/10/2025 | 275 | DK | RSU | $13.53 | $3,721 | | | 6/09/2025 | 2,601 | DK | RSU | $18.96 | $49,315 | | | 6/10/2025 | 186 | DKL | RSU | $42.57 | $7,918 | | | 6/10/2025 | 3,200 | DK | RSU | $19.61 | $62,752 | | | 9/10/2025 | 1,267 | DKL | RSU | $43.99 | $55,735 | | | 9/10/2025 | 3,509 | DK | RSU | $29.71 | $104,252 | | | 12/10/2025 | 1,266 | DKL | RSU | $45.02 | $56,995 | | | 12/10/2025 | 3,508 | DK | RSU | $34.57 | $121,272 |

  140. Option Exercises and Stock Vested in 2025

    | * The amounts in this column reflect the NYSE closing price of our Common Stock or DKL’s common limited partner units on the vesting date or the last trading day prior to the vesting date. |

  141. Option Exercises and Stock Vested in 2025

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 65 |

  142. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We sponsor a voluntary 401(k) Plan that allows eligible employees to make plan contributions on both a pre-tax and after-tax basis. Prior to January 1, 2021, we matched eligible employee contributions, including those by our NEOs, on a fully-vested basis up to a maximum of ten percent of eligible compensation. Although NEOs are eligible to participate in the 401(k) Plan, the application of annual compensation limits under the Internal Revenue Code significantly limits our NEOs’ contributions under the 401(k) Plan. In 2019, we adopted a non-qualified Deferred Compensation Plan that allows our participating executives, including our NEOs, to defer up to 50% of their base salary, and up to 100% of amounts payable under our annual incentive plan. Prior to January 1, 2021, participants also received matching contributions as if they had been made under the 401(k) Plan up to a maximum of ten percent of eligible compensation. The following table sets forth information regarding the contributions by each NEO and the Company to the Deferred Compensation Plan, as well as information regarding earnings, aggregate withdrawals and distributions and balances for each NEO as of and for the fiscal year ended December 31, 2025.

  143. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings in Last FY (3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Soreq | — | — | — | — | — | | Hobbs | — | — | $11,304 | — | $112,096 | | Israel | — | — | — | — | — | | McWatters | — | — | — | — | — | | Spiegel | — | — | — | — | — | | Wright | $50,992 | $17,544 | $10,764 | — | $106,729 |

  144. Non-Qualified Deferred Compensation

    | (1) These amounts represent elective contributions into the Deferred Compensation Plan during 2025 of eligible compensation earned by each of our NEOs. The amount of any base salary deferred is included in the amount reported in the 2025 salary column of the Summary Compensation Table above, and the amount of any annual incentive deferred is included in the amount reported in the 2025 non-equity incentive plan compensation column of the Summary Compensation Table above. Deferrals related to amounts otherwise payable in 2026 (even if considered earned in 2025) will be shown as executive contributions for 2026. |

  145. Non-Qualified Deferred Compensation

    | (2) These amounts represent Company matching contributions to the Deferred Compensation Plan during 2025. The amount in this column for each NEO is included in the 2025 “All Other Compensation” column of the Summary Compensation Table above. The amounts in this column account for the company match of 100% up to 10%. This calculation considers the NEOs eligible earnings for the year and what was already paid on the 401(k) match. |

  146. Non-Qualified Deferred Compensation

    | (3) These amounts represent the net gains for each NEO for the contributions to the Deferred Compensation Plan. None of these amounts are included in compensation reported in the Summary Compensation Table above because none of the earnings are considered to be “above market.” |

  147. Non-Qualified Deferred Compensation

    The Deferred Compensation Plan account of each participating NEO is deemed to be invested in certain investment options available under the plan, as designated by the NEO. Deemed investment earnings and losses are applied to each NEO’s Deferred Compensation Plan account based upon the performance of the applicable investment. The Deferred Compensation Plan allows participants to elect the timing and method of distributions.

  148. Non-Qualified Deferred Compensation

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 66 |

  149. Potential Payments Upon Termination or Change-In-Control

    Potential Payments Upon Termination or Change-In-Control The following tables disclose the estimated payments and benefits that would be provided to each of our NEOs, applying the assumptions that each of the triggering events relating to termination of employment and changes in control described in their respective employment agreements, the 2006 Plan, the 2016 Plan, and the Delek Logistics LTIP took place on December 31, 2025 and their last day of employment was December 31, 2025. These amounts are in addition to benefits payable generally to our salaried employees. Due to a number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may differ. Factors that could affect these amounts include the timing during the year of any such event and the fair market values of our Common Stock and Delek Logistics’ common units.

  150. Potential Payments Upon Termination or Change-In-Control

    | Termination of Employment (1) | Soreq (2) $ | Hobbs (3) $ | Israel (4) $ | McWatters (5) $ | Spiegel (6) $ | Wright (7) $ | | Severance Payment | 5,580,001 | 1,596,000 | 1,680,001 | 1,175,005 | 1,540,000 | 1,250,000 | | COBRA | 38,757 | 25,838 | 25,838 | 25,838 | 25,838 | 25,838 | | Accrued/Unused Vacation | 221,538 | 149,077 | 147,692 | 144,616 | 38,077 | 25,000 | | Accelerated RSUs | 1,103,020 | 234,255 | 861,476 | 591,220 | — | 494,481 | | Accelerated PSUs | 5,776,174 | 1,564,912 | 1,204,095 | 1,055,362 | 1,078,190 | 731,108 | | Accelerated SARs | — | — | — | — | — | — | | TOTAL | 12,719,490 | 3,570,081 | 3,919,101 | 2,992,041 | 2,682,105 | 2,526,427 |

  151. Potential Payments Upon Termination or Change-In-Control

    | Change-In-Control (8) | Soreq (9) $ | Hobbs (10) $ | Israel (11) $ | McWatters (12) $ | Spiegel (13) $ | Wright (14) $ | | Severance/Change-In-Control Payment | 7,740,001 | 2,679,000 | 2,820,001 | 1,997,509 | 2,585,000 | 2,125,000 | | COBRA | 38,757 | 25,838 | 25,838 | 25,838 | 25,838 | 25,838 | | Accrued/Unused Vacation | 221,538 | 149,077 | 147,692 | 144,616 | 38,077 | 25,000 | | Accelerated RSUs | 3,759,550 | 813,758 | 1,743,940 | 690,222 | — | 949,968 | | Accelerated PSUs | 8,899,714 | 2,244,552 | 2,649,201 | 1,185,955 | 1,283,388 | 796,400 | | Accelerated Options/SARs | — | — | — | — | — | — | | TOTAL | 20,659,560 | 5,912,225 | 7,386,672 | 4,044,140 | 3,932,303 | 3,922,206 |

  152. Potential Payments Upon Termination or Change-In-Control

    | (1) The “Termination of Employment” table assumes that (a) we terminated the NEO’s employment without cause effective December 31, 2025, the last trading day of fiscal year 2025, using the closing price our Common Stock on the NYSE of $29.66 per share and the closing price of Delek Logistics common units on the NYSE of $44.62 per unit, (b) any required advance notice provisions had been satisfied, (c) the vesting of equity awards under the 2006 Plan and 2016 Plan were accelerated by our Board pursuant to any applicable employment agreement provisions (including the prorated acceleration of PSUs at target quantities), and (d) the vesting of equity awards under the Delek Logistics LTIP were not accelerated because the Delek Logistics GP board is not bound by the employment agreements with our NEOs. |

  153. Potential Payments Upon Termination or Change-In-Control

    | (2) Assumes acceleration of 22,491 unvested DK RSUs, 9,770 unvested DKL RSUs, 180,815 unvested DK PSUs, and 9,261 unvested DKL PSUs. |

  154. Potential Payments Upon Termination or Change-In-Control

    | (3) Assumes acceleration of 4,805 unvested DK RSUs, 2,056 unvested DKL RSUs, 49,667 unvested DK PSUs, and 2,057 unvested DKL PSUs. |

  155. Potential Payments Upon Termination or Change-In-Control

    | (4) Assumes acceleration of 23,372 unvested DK RSUs, 3,771 unvested DKL RSUs, 36,882 unvested DK PSUs, and 2,469 unvested DKL PSUs. |

  156. Potential Payments Upon Termination or Change-In-Control

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 67 |

  157. Potential Payments Upon Termination or Change-In-Control

    | (5) Assumes acceleration of 12,813 unvested DK RSUs, 4,733 unvested DKL RSUs, and 35,582 unvested DK PSUs. |

  158. Potential Payments Upon Termination or Change-In-Control

    | (6) Assumes acceleration of 36,352 unvested DK PSUs. |

  159. Potential Payments Upon Termination or Change-In-Control

    | (7) Assumes acceleration of 16,109 unvested DK RSUs, 374 of unvested DKL RSUs, 21,399 unvested DK PSUs, and 2,161 DKL PSUs. |

  160. Potential Payments Upon Termination or Change-In-Control

    | (8) The “Change-In-Control” table assumes that an “exchange transaction” (as described under the heading “2006 Long-Term Incentive Plan” below) and “change in control” (as described under the heading “2016 Long-Term Incentive Plan” below) occurred on December 31, 2025, the last trading day of fiscal year 2025, when the fair market values of our Common Stock and Delek Logistics’ common units were $29.66 per share and $44.62 per unit, respectively, and, as a result, the NEO’s employment is terminated and our Board and the Delek Logistics GP board of directors decided that all outstanding plan-based and other equity awards should become fully vested (including PSUs at target values) and participate in the transaction value of the shares covered by the award (e.g., by exercise or cash out). |

  161. Potential Payments Upon Termination or Change-In-Control

    | (9) Assumes acceleration of 79,251 unvested DK RSUs, 31,577 unvested DKL RSUs, 258,260 unvested DK PSUs, and 27,784 unvested DKL PSUs. |

  162. Potential Payments Upon Termination or Change-In-Control

    | (10) Assumes acceleration of 17,238 unvested DK RSUs, 6,779 unvested DKL RSUs, 66,388 unvested DK PSUs, and 6,174 unvested DKL PSUs. |

  163. Potential Payments Upon Termination or Change-In-Control

    | (11) Assumes acceleration of 46,537 unvested DK RSUs, 8,150 unvested DKL RSUs, 78,173 unvested DK PSUs, and 7,409 unvested DKL PSUs. |

  164. Potential Payments Upon Termination or Change-In-Control

    | (12) Assumes acceleration of 14,466 unvested DK RSUs, 5,853 unvested DKL RSUs, and 39,985 unvested DK PSUs. |

  165. Potential Payments Upon Termination or Change-In-Control

    | (13) Assumes acceleration of 43,270 unvested DK PSUs. |

  166. Potential Payments Upon Termination or Change-In-Control

    | (14) Assumes acceleration of 30,622 unvested DK RSUs, 935 unvested DKL RSUs, 23,600 DK unvested PSUs, and 2,161 DKL unvested PSUs. |

  167. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    Narrative to the Potential Payments Upon Termination or Change-In-Control Tables Soreq Employment Agreement The Soreq Agreement contains certain provisions relating to the termination of his employment. In the event Mr. Soreq is terminated without cause (as defined in the Soreq Agreement) or terminates his employment with good reason (as defined in the Soreq Agreement), Mr. Soreq would be entitled to (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 18 months following termination of employment, (iii) any annual bonus Mr. Soreq would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. Soreq’s employment had continued during a period equal to the lesser of six months following termination of

  168. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 68 |

  169. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    employment or the balance of the term of the Soreq Agreement. If Mr. Soreq terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. Soreq would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for twelve months following the termination of his employment. Mr. Soreq also entered into a separate Change in Control Agreement with the Company (the “Soreq Change in Control Agreement”) to provide certain benefits in connection with a termination of his service by the Company without cause (as defined in the Soreq Change in Control Agreement) or by Mr. Soreq with good reason (as defined in the Soreq Change in Control Agreement) either six months prior to or 24 months following a change in control (as described in the Soreq Change in Control Agreement). In such an event, Mr. Soreq would be entitled to receive (i) three times then-current base salary, (ii) target annual bonus as in effect immediately before any notice of termination, (iii) the costs of continuing family health insurance coverage for 18 months following termination of employment, (iv) any annual bonus Mr. Soreq would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (v) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for all other awards, vesting in full. All payments to be made by the Company upon termination as described above are subject to Mr. Soreq executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the Soreq Agreement also provides reimbursement for the reasonable costs of professional tax and financial counseling, not to exceed $25,000 in any calendar year. Israel Employment Agreement Under the Israel Agreement, in the event Mr. Israel is terminated without cause (as defined in the Israel Agreement) or terminates his employment with good reason (as defined in the Israel Agreement), Mr. Israel would be entitled to (i) an amount equal to the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Israel would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. Israel’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Israel Agreement. If Mr. Israel terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. Israel would be entitled to an amount equal to 50% of his annual base salary at the time notice is

  170. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 69 |

  171. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment. If, within two years of a change in control of the Company (as defined in the Israel Agreement), Mr. Israel’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr. Israel would be entitled to receive (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Israel would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards. All payments to be made by the Company upon termination as described above are subject to Mr. Israel executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the Israel Agreement also provides reimbursement for the reasonable costs of professional tax and financial counseling. McWatters Employment Agreement Under the McWatters Agreement, in the event Ms. McWatters is terminated without cause (as defined in the McWatters Agreement) or terminates her employment with good reason (as defined in the McWatters Agreement), Ms. McWatters would be entitled to (i) an amount equal to the sum of her then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Ms. McWatters would have otherwise been entitled to if her employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Ms. McWatters’ employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the McWatters Agreement. If Ms. McWatters terminates her employment for any reason, other than with good reason or upon her death or disability, and provides at least three months’ advance written notice of termination, Ms. McWatters would be entitled to an amount equal to 50% of her annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of her employment. If, within two years of a change in control of the Company (as defined in the McWatters Agreement), Ms. McWatters’ employment is terminated by the Company without cause or she terminates her employment for good reason, Ms. McWatters would be entitled to receive (i) an amount equal to two times the sum of her then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Ms. McWatters would have otherwise been entitled if her employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid

  172. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 70 |

  173. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards. All payments to be made by the Company upon termination as described above are subject to Ms. McWatters executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the McWatters Agreement also provides reimbursement for the reasonable costs of professional tax and financial counseling. Spiegel Employment Agreement Under the Spiegel Agreement, in the event Mr. Spiegel is terminated without cause (as defined in the Spiegel Agreement) or terminates his employment with good reason (as defined in the Spiegel Agreement), Mr. Spiegel would be entitled to (i) an amount equal to the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Spiegel would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. Spiegel’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Spiegel Agreement. If Mr. Spiegel terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. Spiegel would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment. If, within two years of a change in control of the Company (as defined in the Spiegel Agreement), Mr. Spiegel’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr. Spiegel would be entitled to receive (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Spiegel would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards. All payments to be made by the Company upon termination as described above are subject to Mr. Spiegel executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the Spiegel Agreement also provides reimbursement for the reasonable costs of professional preparation of his personal income tax returns, not to exceed $25,000 in any calendar year.

  174. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 71 |

  175. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    Wright Employment Agreement Under the Wright Agreement, in the event Mr. Wright is terminated without cause (as defined in the Wright Agreement) or terminates his employment with good reason (as defined in the Wright Agreement), Mr. Wright would be entitled to (i) an amount equal to the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Wright would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows: (A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr. Wright’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Wright Agreement. If Mr. Wright terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr. Wright would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment. If, within two years of a change in control of the Company (as defined in the Wright Agreement), Mr. Wright’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr. Wright would be entitled to receive (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr. Wright would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards. All payments to be made by the Company upon termination as described above are subject to Mr. Wright executing a release of claims in favor of the Company. In addition to benefits available to the Company’s senior executive officers generally, the Wright Agreement also provides reimbursement for the reasonable costs of professional preparation of his personal income tax returns, not to exceed $25,000 in any calendar year. 2016 Long-Term Incentive Plan Under the 2016 Plan and the applicable award agreements, equity awards that are not vested at the time the participant’s employment terminates will generally be immediately forfeited unless our Board or Human Capital and Compensation Committee determines otherwise. Options and SARs that are vested but unexercised at the time of termination of employment will generally be forfeited unless they are exercised before the earlier of 30 days after such termination or the expiration of the award. Upon the occurrence of a change in control (as defined in the 2016 Plan), outstanding awards will be adjusted or substituted in accordance with the terms of the 2016 Plan. If the participant does not receive a replacement award with respect to any outstanding award as of the change in control, then each such outstanding award will become

  176. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 72 |

  177. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    fully vested and, if applicable, exercisable and any restrictions applicable to such award will lapse. For awards subject to performance goals, if the participant does not receive a replacement award, payout at a change in control will be based upon the greater of (i) a pro rata portion of the amount payable based upon “target” performance under the applicable performance goals or (ii) the amount payable based on actual performance level had the performance period ended on the date of the change in control. If a participant terminates his or her employment for Good Reason (as defined in the 2016 Plan), the participant is involuntarily terminated for reasons other than for cause, or the participant’s employment terminates due to the participant’s death or disability during the two-year period commencing on the date of a change in control, then (A) all replacement awards held by the participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (B) all stock options held by the participant immediately before such termination of employment that the participant also held as of the date of the change in control or that constitute replacement awards will remain exercisable for not less than two years following such termination of employment or until the expiration of the stated term of such stock option, whichever period is shorter (provided, however, that if the applicable award agreement provides for a longer period of exercisability, that provision will control). For an illustration of the value of accelerated equity awards under the 2016 Plan assuming that a “change in control” occurred on December 31, 2025, the last trading day of fiscal year 2025, please see the “Change-In-Control” table above which assumes the acceleration of RSUs as set forth in the corresponding footnotes.

  178. Narrative to the Potential Payments Upon Termination or Change-In-Control Tables

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 73 |

  179. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation permit companies to use a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported below. Ratio and Methodology For 2025, we estimate the ratio of the annual total compensation of our CEO to the median annual total compensation of our employees as follows:

  180. Chief Executive Officer Pay Ratio

    | Annual total compensation of our median employee (1): | $129,974 | | Annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table: | $7,683,786 | | CEO Pay Ratio: | 59:1 |

  181. Chief Executive Officer Pay Ratio

    | (1) Excludes our Chief Executive Officer. |

  182. Chief Executive Officer Pay Ratio

    To determine the median employee, we prepared a list of all active employees as of December 31, 2025 (other than our Chief Executive Officer), and, for that population, calculated 2025 taxable compensation. We did not make any assumptions, adjustment or estimates with respect to the compensation for the employees, but we did annualize the compensation for full-time employees not employed by us for the full year. We selected taxable compensation to represent 2025 earnings because it includes wages, overtime (for our hourly employees) and equity compensation. Once the median employee was identified, we calculated annual total compensation for such median employee using the same methodology we use for our NEOs in the Summary Compensation Table above.

  183. Chief Executive Officer Pay Ratio

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 74 |

  184. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  185. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Yemin1 ($) | Summary Compensation Table Total for Soreq1 ($) | Compensation Actually Paid to Yemin 1, 2, 3 ($) | Compensation Actually Paid to Soreq 1, 2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1, 2, 3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Adjusted EBITDA ($ Millions)5 | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | — | 7,683,786 | — | 19,624,520 | 2,326,526 | 5,213,194 | 213.11 | 364.73 | 43.3 | 584.0 | | 2024 | — | 6,677,896 | — | 4,759,465 | 2,451,375 | 1,796,777 | 121.25 | 276.67 | (520.9) | 313.0 | | 2023 | — | 7,723,297 | — | 6,674,297 | 3,197,069 | 1,124,068 | 168.69 | 303.91 | 46.7 | 949.7 | | 2022 | 12,440,898 | 6,335,764 | 14,666,923 | 5,353,056 | 2,313,687 | 2,613,592 | 170.08 | 225.04 | 290.5 | 1,169.8 | | 2021 | 8,668,413 | — | 409,800 | — | 1,779,637 | 1,334,308 | 92.42 | 144.50 | (95.3) | 37.7 |

  186. Pay Versus Performance Disclosure

    | (1) Avigal Soreq was our PEO during 2025, 2024, 2023, and the period from June 9, 2022 to December 31, 2022. Ezra Uzi Yemin was our PEO during the period from January 1, 2021 to June 8, 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  187. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Louis LaBella | Reuven Spiegel | Ezra Uzi Yemin | Ezra Uzi Yemin | Reuven Spiegel | | Reuven Spiegel | Denise McWatters | Reuven Spiegel | Reuven Spiegel | Joseph Israel | | Denise McWatters | Todd O’Malley | Denise McWatters | Joseph Israel | Denise McWatters | | Todd O’Malley | Nithia Thaver | Joseph Israel | Denise McWatters | Robert Wright | | | | Todd O’Malley | | Mark Hobbs |

  188. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  189. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  190. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Soreq ($) | Exclusion of Stock Awards for Soreq ($) | Inclusion of Equity Values for Soreq ($) | Compensation Actually Paid to Soreq ($) | | 2025 | 7,683,786 | (4,832,195) | 16,772,929 | 19,624,520 |

  191. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,326,526 | (922,022) | 3,808,690 | 5,213,194 |

  192. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 75 |

  193. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  194. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Soreq ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Soreq ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Soreq ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Soreq ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Soreq ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Soreq ($) | Total - Inclusion of Equity Values for Soreq ($) | | 2025 | 8,351,135 | 7,265,887 | 989,612 | 166,295 | — | — | 16,772,929 |

  195. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,174,087 | 2,036,160 | 529,621 | 68,822 | — | — | 3,808,690 |

  196. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. The peer group for Fiscal 2025 is comprised of Calumet Specialty Products Partners, L.P. (NASDAQ: CMLT), CVR Energy, Inc. (NYSE: CVI), HF Sinclair Corporation (NYSE: DINO), Marathon Petroleum Corporation (NYSE: MPC), PBF Energy, Inc. (NYSE: PBF), Phillips 66 (NYSE:PSX), Par Pacific Holdings (NYSE: PARR), and Valero Energy Corporation (NYSE: VLO) (the “Peer Group”). |

  197. Pay Versus Performance Disclosure

    | (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2025. The Company calculated Adjusted EBITDA for purposes of the Pay Versus Performance Table calculated as net income (loss) attributable to the Company adjusted to add back interest expense, income tax expense, depreciation, amortization, and adjusted for 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 that do not relate to interest expense, income tax expense, depreciation or amortization, and adjusted to include income (loss) attributable to non-controlling interests. For purposes of the 2025 AIP, Adjusted EBITDA excludes the impact of small refinery exemptions from renewable fuel standards. |

  198. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 76 |

  199. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group TSR over the same period.

  200. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 77 |

  201. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.

  202. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 78 |

  203. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.

  204. Pay Versus Performance Disclosure

    | Adjusted EBITDA | | Relative TSR |

  205. Pay Versus Performance Disclosure

    Pursuant to SEC rules, the information in this “Pay Versus Performance Disclosure” section shall not be deemed to be incorporated by reference into any Company filing under the Securities Act or Exchange Act, unless expressly incorporated by specific reference in such filing.

  206. Pay Versus Performance Disclosure

    | DELEK US HOLDINGS, INC. | 2026 PROXY STATEMENT | 79 |