Delek US prices $460M 0.00% convertible notes due 2031 at $85.31 conversion price, 27.5% premium

Delek US Holdings, Inc.

$400M base offering plus full exercise of the $60M initial-purchaser option; notes mature Nov 1, 2031, bear 0.00% regular interest and do not accrete.
Initial conversion price ~$85.31/share (11.7219 shares per $1,000), a 27.5% premium to the $66.91 NYSE close on Sept 24, 2026; up to 6,874,884 shares issuable.
Net proceeds $449.1M; a portion funds capped calls costing ~$34.3M with a $117.09 cap (75% premium), remainder for general purposes including partial Term Loan Credit Facility repayment.
Company may not redeem before Nov 6, 2029; cleanup redemption allowed if under 10% of notes remain outstanding; holders may demand repurchase at 100% on a fundamental change.
Initial purchasers represented by Mizuho, Wells Fargo and Truist; offering closed Sept 29, 2026, notes guaranteed by subsidiary guarantors of the term loan and revolver.

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