{"filing":{"accession_number":"0001193125-26-407833","cik":"0001694426","ticker":"DK","company_name":"Delek US Holdings, Inc.","form":"8-K","filing_date":"2026-09-29","report_date":"2026-09-24","primary_document":"d133400d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1694426/000119312526407833/d133400d8k.htm"},"events":[{"id":35847,"run_id":33036,"accession_number":"0001193125-26-407833","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Delek US Holdings completed a private offering of $460 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on September 29, 2026. The senior unsecured notes, guaranteed by subsidiaries, were issued pursuant to an indenture with U.S. Bank Trust Company and sold to qualified institutional buyers under Rule 144A and Section 4(a)(2) exemptions. Proceeds will be used for partial repayment of the company's Term Loan Credit Facility, capped call transactions, and general corporate purposes.","company_name":"Delek US Holdings, Inc.","ticker":"DK","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":40050,"accession_number":"0001193125-26-407833","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Delek US Holdings completed a private offering of $460 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on September 29, 2026, pursuant to an indenture with U.S. Bank Trust Company. This is a material creation of a new direct financial obligation. Although the notes are convertible into common stock, the primary event disclosed is the issuance of debt securities, making debt_issuance the most appropriate classification rather than dilutive_issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:25:45.113709+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40051,"accession_number":"0001193125-26-407833","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through the issuance of $400 million aggregate principal amount of convertible senior notes due 2031, with an additional $60 million option. The notes are senior unsecured obligations guaranteed by subsidiaries, and the company intends to use proceeds for partial repayment of its Term Loan Credit Facility and general corporate purposes. This is a material debt issuance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:25:45.113709+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40052,"accession_number":"0001193125-26-407833","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of convertible senior notes ($400 million principal) with an initial conversion rate of 11.7219 shares per $1,000 principal, potentially resulting in up to 6,874,884 shares of common stock upon conversion. The notes were sold to qualified institutional buyers under Rule 144A and Section 4(a)(2) exemptions, and the common stock issuable upon conversion is anticipated to be exempt under Section 3(a)(9). This is a classic dilutive issuance—a private placement of convertible debt that creates substantial equity dilution risk to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:25:45.113709+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40053,"accession_number":"0001193125-26-407833","item_number":"8.01","item_title":"Other Events","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Delek US Holdings entered into a purchase agreement on September 24, 2026 for a $400 million offering of convertible senior notes due 2031, with an additional $60 million option exercised in full. The offering closed on September 29, 2026. This is a material creation of a direct financial obligation—a debt issuance—disclosed under Item 8.01 (Other Events). The company intends to use proceeds to repay amounts outstanding under its Term Loan Credit Facility and fund capped call transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:25:45.113709+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":40050,"accession_number":"0001193125-26-407833","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Delek US Holdings completed a private offering of $460 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on September 29, 2026, pursuant to an indenture with U.S. Bank Trust Company. This is a material creation of a new direct financial obligation. Although the notes are convertible into common stock, the primary event disclosed is the issuance of debt securities, making debt_issuance the most appropriate classification rather than dilutive_issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:25:45.113709+00:00","company_name":"Delek US Holdings, Inc.","ticker":"DK","filing_date":"2026-09-29"},{"id":40051,"accession_number":"0001193125-26-407833","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through the issuance of $400 million aggregate principal amount of convertible senior notes due 2031, with an additional $60 million option. The notes are senior unsecured obligations guaranteed by subsidiaries, and the company intends to use proceeds for partial repayment of its Term Loan Credit Facility and general corporate purposes. This is a material debt issuance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:25:45.113709+00:00","company_name":"Delek US Holdings, Inc.","ticker":"DK","filing_date":"2026-09-29"},{"id":40052,"accession_number":"0001193125-26-407833","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of convertible senior notes ($400 million principal) with an initial conversion rate of 11.7219 shares per $1,000 principal, potentially resulting in up to 6,874,884 shares of common stock upon conversion. The notes were sold to qualified institutional buyers under Rule 144A and Section 4(a)(2) exemptions, and the common stock issuable upon conversion is anticipated to be exempt under Section 3(a)(9). This is a classic dilutive issuance—a private placement of convertible debt that creates substantial equity dilution risk to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:25:45.113709+00:00","company_name":"Delek US Holdings, Inc.","ticker":"DK","filing_date":"2026-09-29"},{"id":40053,"accession_number":"0001193125-26-407833","item_number":"8.01","item_title":"Other Events","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Delek US Holdings entered into a purchase agreement on September 24, 2026 for a $400 million offering of convertible senior notes due 2031, with an additional $60 million option exercised in full. The offering closed on September 29, 2026. This is a material creation of a direct financial obligation—a debt issuance—disclosed under Item 8.01 (Other Events). The company intends to use proceeds to repay amounts outstanding under its Term Loan Credit Facility and fund capped call transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:25:45.113709+00:00","company_name":"Delek US Holdings, Inc.","ticker":"DK","filing_date":"2026-09-29"}]}