The Delek US Holdings, Inc. 2006 Long-Term Incentive Plan, as amended (the "2006 Plan"), allowed Delek to grant stock options, SARs, RSUs, PRSUs, and other stock-based awards of up to 5,053,392 shares of Delek's common stock to certain directors, officers, employees, consultants and other individuals who performed services for Delek or its affiliates. Stock options and SARs granted under the 2006 Plan were generally granted at market price or higher. The vesting of all outstanding awards was subject to continued service to Delek or its affiliates except that vesting of awards granted to certain executive employees could, under certain circumstances, accelerate upon termination of their employment and the vesting of all outstanding awards could accelerate upon the occurrence of an Exchange Transaction (as defined in the 2006 Plan). In the second quarter of 2010, Delek's Board of Directors and its Incentive Plan Committee began using stock-settled SARs, rather than stock options, as the primary form of appreciation award under the 2006 Plan. The 2006 Plan expired in April 2016.

On May 5, 2016, our stockholders approved our 2016 Long-Term Incentive Plan (the “2016 Plan”) to succeed our 2006 Plan. The 2016 Plan allows Delek to grant stock options, SARs, restricted stock, RSUs, performance awards and other stock-based awards of Delek's common stock to certain directors, officers, employees, consultants and other individuals who perform services for Delek or its affiliates. On May 3, 2022 and May 3, 2023, the Company's stockholders approved an amendment to the 2016 plan that increased the number of shares of common stock available under this plan by 760,000 shares and 2,015,000 shares, respectively, to 17,010,000 shares. Stock options and SARs issued under the 2016 Plan are granted at prices equal to (or greater than) the fair market value of Delek's common stock on the grant date and are generally subject to a vesting period of one year or more. No awards will be made under the 2016 Plan after May 5, 2026.

In connection with the Delek/Alon Merger, Delek assumed the Alon USA Energy, Inc. Second Amended and Restated 2005 Incentive Compensation Plan (the “Alon 2005 Plan” and, collectively with the 2006 Plan and the 2016 Plan, the "Incentive Plans") as a component of its overall executive incentive compensation program. The Alon 2005 Plan permitted the granting of awards to Alon's officers and key employees in the form of options to purchase common stock, SARs, restricted shares of common stock, RSUs, performance shares, performance units and senior executive plan bonuses. Effective with the Delek/Alon Merger, all contractually unvested share-based awards were converted into share-based awards denominated in Delek common stock. Committed but unissued share-based awards were exchanged and converted into rights to receive share-based awards indexed to Delek common stock. The Alon 2005 Plan was terminated June 4, 2021.

The table below provides the fair value assumptions for our outstanding stock options and SARs under the Incentive Plans. For all awards granted, we calculated volatility using historical and implied volatility of a peer group of public companies using weekly stock prices.


	Number of Shares Under Option	Weighted-Average Strike Price		Weighted-Average Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Options and SARs outstanding, December 31, 2021	2,073,230	$	33.79

Exercised	(326,735)	$	26.04
Forfeited	(219,450)	$	35.72
Options and SARs outstanding, December 31, 2022	1,527,045	$	35.17

Exercised	(51,200)	$	25.06
Forfeited	(259,730)	$	37.34
Options and SARs outstanding, December 31, 2023	1,216,115	$	35.14
Granted	230,000	$	26.50
Exercised	(33,150)	$	25.81
Forfeited	(172,400)	$	38.91
Options and SARs outstanding, December 31, 2024	1,240,565	$	33.25	4.2	$0.1

Vested options and SARs exercisable, December 31, 2024	1,010,565	$	34.79	3.1	$0.1
Vested options and SARs exercisable, December 31, 2023	1,216,115	$	35.14	4.1	$0.3

The Incentive Plans provide for the award of RSUs and PRSUs to certain employees and non-employee directors. RSUs granted to employees vest ratably over three to five years from the date of grant, and RSUs granted to non-employee directors vest quarterly over the year following the date of grant. The grant date fair value of RSUs is determined based on the closing price of Delek's common stock on the grant date. PRSUs initially granted to employees will typically vest in one to three tranches, the first of which vests on December 31 of the year following the grant date, the second and third on the subsequent December 31. PRSUs subsequently granted to employees will typically vest at the end of a three calendar year performance period. The number of PRSUs that will ultimately vest is based on the Company's total shareholder return over the performance period. The grant date fair value of PRSUs for market-based awards is determined using a Monte-Carlo simulation model. We record compensation expense for these awards based on the grant date fair value of the award, recognized ratably over the measurement period.

The table below provides the assumptions used in estimating the fair values of our outstanding PRSUs under the Incentive Plans. For all awards granted, we calculated volatility using historical volatility and implied volatility of a peer group of public companies using weekly stock prices.


	2024 Grants	2023 Grants	2022 Grants
Expected volatility	51.41%	57.61% - 64.46%	74.11% - 77.89%
Expected term	2.81 years	1.81 - 2.81 years	2.56 - 2.81 years
Risk free rate	4.25%	4.32% - 4.60%	1.84% - 3.12%
Fair value per share	$35.69	$24.95	$35.03


		Number of RSUs and PRSUs	Weighted-Average Grant Date Price		Total Fair Value: In Millions
Balance	December 31, 2021	2,146,631	$	23.54
Granted		1,345,746	$	31.87
Vested		(611,440)	$	24.28	$	14.8
Forfeited		(129,771)	$	24.22
Performance Not Achieved		(129,833)	$	38.76
Balance	December 31, 2022	2,621,333	$	26.85
Granted		1,446,101	$	24.17
Vested		(667,597)	$	26.38	$	17.6
Forfeited		(539,850)	$	27.89
Performance Not Achieved		(350,939)	$	10.58
Balance	December 31, 2023	2,509,048	$	27.48
Granted		1,224,602	$	26.47
Vested		(836,331)	$	25.27	$	21.1
Forfeited		(303,865)	$	25.98
Performance Not Achieved		(251,696)	$	34.56
Balance	December 31, 2024	2,341,758	$	27.17

Compensation expense for Delek equity-based awards amounted to $27.8 million, $23.9 million and $26.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in general and administrative expenses and operating expenses in the accompanying consolidated statements of income. These amounts exclude amounts related to discontinued operations of $1.6 million, $0.2 million and $0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively We recognized income tax (benefit) expense for equity-based awards of $(3.1) million, $(2.0) million and $0.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, there was $38.3 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.4 years.

The aggregate intrinsic value, which represents the difference between the underlying stock's market price and the award's exercise price, of the share-based awards exercised or vested during the years ended December 31, 2024, 2023 and 2022 was $20.1 million, $16.3 million and $20.5 million, respectively. During the years December 31, 2024, 2023 and 2022, respectively, we issued net shares of common stock of 589,300, 450,123 and 457,405 as a result of exercised or vested equity-based awards. These amounts are net of 256,865, 223,645 and 463,677 shares, respectively, withheld to satisfy employee tax obligations related to the exercises and vesting for the years ended December

31, 2024, 2023 and 2022. Delek paid approximately $5.5 million, $4.5 million and $6.5 million, respectively, of taxes in connection with the settlement of these awards for the years ended December 31, 2024, 2023 and 2022. We issue new shares of common stock upon exercise or vesting of share-based awards.

Logistics GP maintains a unit-based compensation plan for officers, directors and employees of Logistics GP or its affiliates and certain consultants, affiliates of Logistics GP or other individuals who perform services for Delek Logistics. The Delek Logistics GP, LLC 2012 Long-Term Incentive Plan ("Logistics LTIP") permits the grant of unit options, restricted units, phantom units, unit appreciation rights, distribution equivalent rights, other unit-based awards, and unit awards. Awards granted under the Logistics LTIP will be settled with Delek Logistics units. On June 9, 2021, the Logistics GP board of directors amended the Logistics LTIP and increased the number of common units representing limited partner interests in Delek Logistics (the "Common Units") authorized for issuance under this plan by 300,000 Common Units to 912,207 Common Units. The term of the Logistics LTIP was also extended to June 9, 2031. Equity-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of income and is immaterial for the years ended December 31, 2024, 2023 and 2022.