Short answer
Delek US Holdings, Inc. (DK) filed an 8-K current report with the SEC on September 29, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.03 (Creation of a Direct Financial Obligation), Item 3.02 (Unregistered Sales of Equity Securities), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.2). $460M zero-coupon convertible notes due November 1, 2031, reducing cash interest burden but adding future equity dilution risk.
Delek US Holdings, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $460M zero-coupon convertible notes due November 1, 2031, reducing cash interest burden but adding future equity dilution risk
- Initial conversion price $85.31, a 27.5% premium to $66.91 share price, limiting near-term conversion likelihood
- $449.1M net proceeds, including $34.3M capped-call cost and partial Term Loan Credit Facility repayment
- Capped calls cover underlying shares, with a $117.09 cap price, mitigating dilution or excess cash obligations up to that threshold
- Senior unsecured guarantees and $200M cross-default threshold add repayment pressure if significant existing debt defaults
Item 3.02 · Unregistered Sales of Equity Securities
- Unregistered convertible Notes sold under Securities Act Section 4(a)(2) and Rule 144A to qualified institutional buyers
- Notes and potential conversion shares lack registration, limiting resale liquidity and broad investor access
- Maximum 6,874,884 common shares issuable upon conversion, creating potential shareholder dilution
- Initial maximum conversion rate 14.9454 shares per $1,000 principal amount, subject to anti-dilution adjustments
Item 8.01 · Other Events
- Debt offering closed September 29, 2026, following pricing announcement September 24
- Initial purchasers exercised the full 13-day option for additional notes, increasing total borrowing
- Net proceeds expected to repay outstanding Term Loan Credit Facility amounts
- Certain offering banks also serve as company lenders, creating related-party fee and repayment flows
Item EX-99.1 · Exhibit EX-99.2
- Proposed $400 million convertible senior notes due November 1, 2031, with initial purchasers’ option for an additional $60 million
- Net proceeds targeted for capped calls and partial repayment of Term Loan Credit Facility, improving refinancing flexibility
- Conversion terms, interest rate, and initial conversion rate remain subject to offering pricing
- Senior unsecured notes guaranteed by subsidiaries supporting Delek’s term loan or revolving facilities
- Capped calls intended to offset conversion dilution, though related hedging activity could affect DK’s stock price and note values
Other items in this filing:
- Item 2.03: Creation of a Direct Financial Obligation
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Delek US Holdings, Inc. 8-K filings
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