Item 1.01 Entry into a Material Definitive Agreement

On March 7, 2022, Delek US Holdings, Inc. (the "Company") entered into a stock purchase and cooperation agreement (the "Agreement") with IEP Energy Holding LLC, a Delaware limited liability company, American Entertainment Properties Corp., a Delaware corporation, Icahn Enterprises Holdings L.P., a Delaware limited partnership, Icahn Enterprises G.P. Inc., a Delaware corporation, Beckton Corp., a Delaware corporation, and Carl C. Icahn, (collectively, the "Icahn Group") pursuant to which the Company agreed to purchase an aggregate of 3,497,268 shares of common stock of the Company, par value $0.01 per share ( "Company Common Stock"), at a price per share of $18.30, the closing price of a share of Company Common Stock on the New York Stock Exchange on March 4, 2022, the last trading day prior to the execution of the Agreement, which equals an aggregate purchase price of $64 million. The Company intends to fund the transaction from cash on hand. The transaction is expected to close no later than March 11, 2022.

In addition to the foregoing, under the terms of the Agreement, the Icahn Group withdrew its nomination notice for the nomination of nominees for election to the Company's board of directors for the Company's 2022 annual meeting of stockholders.

Further, under the terms of the Agreement, the Icahn Group agreed to standstill restrictions, which requires, among other things, that until the completion of the Company's 2023 annual meeting of stockholders, the Icahn Group will refrain from acquiring additional shares of the Company Common Stock. The parties also agreed to customary non-disparagement restrictions.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 7, 2022, the Company issued a press release announcing the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.

                    Stock Purchase and Cooperation Agreement dated March 7, 2022 by and between
  10.1            the Company and the Icahn Group.

  99.1              Press Release of Delek US Holdings, Inc. dated March 7, 2022.

                  Cover Page Interactive Data File - the cover page XBRL tags are embedded within
104               the Inline XBRL document.

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