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Delek Logistics Partners (DKL) launches 4M-unit offering at $50 with 600k-unit option

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Delek Logistics Partners, LP entered into an Underwriting Agreement on August 12, 2026 to issue and sell 4,000,000 common units representing limited partner interests at $50.00 per unit in a public offering. The underwriters also received a 30-day option to purchase up to an additional 600,000 common units on the same terms. The units are being offered by the partnership under an effective registration statement on Form S-3, using a base prospectus and prospectus supplements, with Truist Securities, Mizuho Securities USA, and Raymond James & Associates acting as joint book-running managers. The agreement includes customary representations, covenants, indemnification, and contribution provisions.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 12 underwriting agreement places 4,000,000 common units into a public offering, while the additional 600,000 units remain a 30-day purchase option; if units are issued, the higher unit count would reduce existing holders’ percentage ownership.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Firm units offered 4,000,000 common units Common units representing limited partner interests to be sold in the offering
Underwriters’ option units 600,000 common units Additional common units subject to 30-day purchase option
Offering price per unit $50.00 per unit Public offering price of each common unit in the transaction
Underwriters’ option period 30 days Period during which underwriters may purchase up to 600,000 additional units
Form S-3 file number File No. 333-278939 Registration statement under which the units are being offered
Registration statement effective date May 7, 2024 Date the Form S-3 registration statement was declared effective
Underwriting Agreement date August 12, 2026 Date Delek Logistics Partners entered into the Underwriting Agreement
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Partnership"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
registration statement on Form S-3 regulatory
"offered and sold by the Partnership to or through the Underwriters under a registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"including the prospectus contained therein, as supplemented by a prospectus supplement dated October 8, 2024"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 424(b) regulatory
"as further supplemented by a prospectus supplement dated August 12, 2026, in accordance with the provisions of Rule 424(b)"
Rule 424(b) is a U.S. Securities and Exchange Commission requirement that companies file the exact prospectus or prospectus supplement they use to sell securities after a registration statement becomes effective. Think of it as the official posting of the final sales brochure so investors can see the precise terms, risks and use of proceeds; it matters because it ensures transparency, helps investors compare offerings and confirms the issuer complied with disclosure rules.
common units representing limited partner interests financial
"sell to the public 4,000,000 common units representing limited partner interests in the Partnership"
Offering Type shelf

FAQ

What equity offering did DKL announce in this 8-K filing?
Delek Logistics Partners, LP announced an underwritten public offering of 4,000,000 common units at $50.00 per unit, with underwriters granted a 30-day option to buy up to 600,000 additional units on the same terms.

How many Delek Logistics Partners (DKL) units may be sold including the underwriters’ option?
The firm offering covers 4,000,000 common units, and the underwriters hold a 30-day option to purchase up to 600,000 additional units, for a potential total of 4,600,000 units, if the option is fully exercised.

What is the offering price of DKL’s common units in this transaction?
Delek Logistics Partners, LP is offering its common units at an offering price of $50.00 per unit. This price applies to the 4,000,000 firm units and any up to 600,000 option units purchased by the underwriters.

Under what registration statement is Delek Logistics Partners (DKL) conducting this offering?
The offering is being conducted under a registration statement on Form S-3 (File No. 333-278939), originally filed on April 26, 2024 and declared effective on May 7, 2024, using a base prospectus and prospectus supplements.

Who are the joint book-running managers for the DKL common unit offering?
The joint book-running managers are Truist Securities, Inc., Mizuho Securities USA LLC, and Raymond James & Associates, Inc.. They act as representatives of the several underwriters named in the Underwriting Agreement for this offering of common units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001552797 false 0001552797 2026-08-12 2026-08-12
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 12, 2026

Date of Report (Date of earliest event reported)

 

 

DELEK LOGISTICS PARTNERS, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35721   45-5379027
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

LOGO

 

310 Seven Springs Way, Suite 500   Brentwood   Tennessee    37027
(Address of Principal Executive)        (Zip Code)

(615) 771-6701

(Registrant’s telephone number, including area code)

Not Applicable

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

 

 

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

 

☐

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

 

☐

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

 

☐

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

 

☐

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

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Units Representing Limited Partner Interests   DKL   New York Stock Exchange

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

Emerging growth company ☐

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

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

On August 12, 2026, Delek Logistics Partners, LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Partnership, Delek Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership, and Truist Securities, Inc., Mizuho Securities USA LLC, and Raymond James & Associates, Inc., as joint book-running managers and representatives of the several underwriters named on Schedule A thereto (collectively, the “Underwriters”), pursuant to which the Underwriters agreed to sell to the public 4,000,000 common units representing limited partner interests in the Partnership (“Firm Units”) at a price of $50.00 per Unit (the “Offering”). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters a 30-day option to purchase up to an additional 600,000 common units (the “Option Units,” and together with the Firm Units, the “Units”) on the same terms.

The Underwriting Agreement contains customary representations, warranties, and covenants of the Partnership and also provides for customary indemnification by each of the Partnership and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Units are being offered and sold by the Partnership to or through the Underwriters under a registration statement on Form S-3 originally filed with the Securities and Exchange Commission (the “Commission”) on April 26, 2024 (File No. 333-278939) and declared effective on May 7, 2024, including the prospectus contained therein, as supplemented by a prospectus supplement dated October 8, 2024 and as further supplemented by a prospectus supplement dated August 12, 2026, in accordance with the provisions of Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

1.1    Underwriting Agreement, dated August 12, 2026, by and among Delek Logistics Partners, LP, Delek Logistics GP, LLC, and Truist Securities, Inc., Mizuho Securities USA LLC, and Raymond James & Associates, Inc., as joint book-running managers and representatives of the several underwriters named therein.
5.1    Opinion of Bradley Arant Boult Cummings LLP.
8.1    Opinion of Baker Botts L.L.P. regarding certain tax matters.
23.1    Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.1)
23.2    Consent of Baker Botts L.L.P. (included in Exhibit 8.1).
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

SIGNATURES

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

 

Dated: August 14, 2026    

DELEK LOGISTICS PARTNERS, LP

By: Delek Logistics GP, LLC

its general partner

   

/s/ Robert Wright

   

Name: Robert Wright

Title: Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Other Documents