Key Highlights

● Delek US Holdings completed its offering of $460.0 million of 0.00% Convertible Senior Notes due November 1, 2031.

● The initial conversion price is about $85.31 per share, a premium of about 27.5 percent over the September 24 close.

● Delek paid about $34.3 million for capped calls, with an initial cap price of about $117.09 per share.

● The company said remaining proceeds would go to general corporate purposes, including partial repayment of its term loan credit facility.

Delek US Holdings, Inc. (NYSE:DK) has completed its offering of $460.0 million of 0.00% Convertible Senior Notes due November 1, 2031, according to a Form 8-K filed on September 29, 2026. The notes were issued under an indenture dated the same day, the initial purchasers exercised their option to buy additional notes in full, and the company reported net proceeds of $449.1 million after the purchasers' discounts and commissions.

The Notes

The notes bear no regular interest and the principal does not accrete, although special interest may become payable in specified circumstances. They mature on November 1, 2031. The initial conversion rate is 11.7219 shares of common stock per $1,000 principal amount, which works out to an initial conversion price of about $85.31 per share. The filing says that represents a premium of about 27.5 percent over the $66.91 closing price on September 24, 2026. Based on the maximum conversion rate of 14.9454 shares per $1,000, the filing states that up to 6,874,884 shares could be issued on conversion.

Holders may convert only under certain conditions before August 1, 2031, including when the stock price exceeds 150 percent of the conversion price during a quarter, when the trading price of the notes falls below 98 percent of their conversion value, on a redemption notice, or on specified corporate events. From August 1, 2031 onward, conversion is available at any time. The company cannot redeem the notes before November 6, 2029, apart from a clean-up redemption. After that date it may redeem them if the stock price exceeds 130 percent of the conversion price for 20 trading days in a 30-day period, at 100 percent of principal plus accrued interest. Holders can require repurchase at the same price after a fundamental change.

The notes are senior unsecured obligations. They are fully and unconditionally guaranteed on a senior unsecured basis by the company's subsidiaries that guarantee its term loan facility and revolving credit facility. U.S. Bank Trust Company, National Association serves as trustee.

Capped Calls and Use of Proceeds

Delek entered into capped call transactions on September 24, 2026, with additional ones on September 25 after the option was exercised. The company paid about $34.3 million for them. The cap price is initially about $117.09 per share, a 75 percent premium to the $66.91 closing price. The filing says the transactions are expected to reduce dilution, or offset cash payments above principal, on conversion, and that they are separate from the notes, so noteholders have no rights under them.

Of the $449.1 million in net proceeds, the company applied the capped call cost from that amount and said the remainder would go to general corporate purposes, including partial repayment of amounts outstanding under its term loan credit facility, with accrued interest and related fees. The filing notes that certain initial purchasers or their affiliates are agents or lenders under that facility and will receive part of the proceeds used for repayment.

The Offering Process

The purchase agreement is dated September 24, 2026, and Mizuho Securities USA LLC, Wells Fargo Securities LLC and Truist Securities Inc. acted as representatives of the initial purchasers. The purchasers had a 13-day option, which they exercised in full on September 25. The notes were sold under Section 4(a)(2) to persons who resold them to qualified institutional buyers under Rule 144A, and any shares issued on conversion are expected to rely on Section 3(a)(9). The 8-K covers Items 1.01, 2.03, 3.02, 8.01 and 9.01, and Robert Wright, Executive Vice President and Chief Financial Officer, signed it.

Delek 2031 Notes Conversion and Redemption Dates

Key dates are August 1, 2031, when conversion becomes unrestricted, and November 1, 2031, the maturity date. The earliest optional redemption date is November 6, 2029.