Discontinued Operations

12 Months Ended

Dec. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

On July 31, 2024, a wholly-owned subsidiary of Delek entered into the Retail Purchase Agreement with a subsidiary of FEMSA. Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA agreed to purchase, 100% of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 Retail Stores under the Delek US Retail brand. As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360, to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets. The fair value assessment of the Retail Stores as of July 31, 2024, did not result in an impairment. We ceased depreciation of these assets as of July 31, 2024. The Retail Transaction closed on September 30, 2024, and we received total cash consideration of $390.2 million including the purchase of inventory and other customary adjustments under the Retail Purchase Agreement for indebtedness. The Retail Transaction resulted in a gain on sale of the Retail Stores, before income tax, of $97.5 million.

The Retail Transaction includes a long-term agreement whereby Delek will sell to FEMSA certain motor fuel products for use at the Retail Stores. Pursuant to such agreement, FEMSA is provided with a cost sharing arrangement. The cost sharing arrangement resulted in a $36.0 million obligation. The associated obligation bears interest and must be fully exhausted after six years from the close of the sale. At December 31, 2025, the remaining obligation was $31.9 million.

Once the Retail Stores were identified as assets held for sale, the operations associated with these properties qualified for reporting as discontinued operations. Accordingly, the operating results, net of tax, from discontinued operations are presented separately in Delek’s consolidated statements of income and the notes to the consolidated financial statements have been adjusted to exclude the discontinued operations. Components of amounts reflected in income from discontinued operations are as follows (in millions):


	Year Ended December 31,

		2025		2024		2023
Net revenues		$	—	$	612.0	$	882.7
Cost of material and other		0.5		(498.7)		(719.2)
Operating expenses		(3.5)		(81.3)		(102.1)
General and administrative expenses		—		(15.6)		(14.4)
Depreciation and amortization		—		(9.0)		(12.1)
Other operating income, net				1.0		0.3
Interest expense, net		—		(0.1)		(0.2)
Other income, net		—		0.1		0.2
Gain on sale of Retail Stores		—		97.5		—
(Loss) Income from discontinued operations before taxes		(3.0)		105.9		35.2
Income tax (benefit) expense		(0.6)		28.7		8.1
(Loss) income from discontinued operations, net of tax		$	(2.4)	$	77.2	$	27.1

Delek US Holdings, Inc. 10-K