HF Sinclair Corp

Credit Agreements

On April 3, 2025, we terminated our $1.65 billion senior unsecured revolving credit facility maturing in April 2026 (the “Terminated HF Sinclair Credit Agreement”) and the $1.2 billion senior secured revolving credit facility maturing in July 2025 of our wholly owned subsidiary HEP (the “Terminated HEP Credit Agreement”). Contemporaneously, we entered into a new $2.0 billion senior unsecured revolving credit facility maturing in April 2030 (the “HF Sinclair Credit Agreement”), which contains an extension feature that allows us to extend the term of the commitment from time to time in increments of up to one year subject to the terms and conditions set forth in the HF Sinclair Credit Agreement. The HF Sinclair Credit Agreement includes an accordion feature that allows us to increase such commitments to an aggregate principal amount of up to $2.75 billion. In addition, HF Sinclair was released from its obligations under the Parent Guaranty Agreement, dated as of December 1, 2023, as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (the “Guaranty”), and the Guaranty was terminated. We did not pay any prepayment penalties in connection with the termination of the Terminated HF Sinclair Credit Agreement or the Terminated HEP Credit Agreement. We recognized an early extinguishment loss of $1 million, inclusive of unamortized debt issuance costs.

Indebtedness under the HF Sinclair Credit Agreement bears interest, at our option, at either (a) the greater of (i) the prime rate (as publicly announced from time to time by the administrative agent), (ii) a base rate equal to the highest of the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for a one-month interest period plus 1%, as applicable, plus an applicable margin (ranging from 0.125% to 1.000%), or (b) at a rate equal to the Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for the applicable interest period plus an applicable margin (ranging from 1.125% to 2.000%). The applicable margin is based on HF Sinclair’s debt rating assigned by Standard & Poor’s Rating Services, Fitch Ratings, Ltd. and Moody’s Investors Service, Inc.

At September 30, 2025, we were in compliance with all covenants and had no outstanding borrowings under the HF Sinclair Credit Agreement. At September 30, 2025, we had letters of credit outstanding under the HF Sinclair Credit Agreement in the amount of $128 million, which represented commitments and guarantees entered into in the normal course of business. The letters of credit were undrawn as of September 30, 2025.

Senior Notes Offerings, Tender Offers and Redemptions

On January 23, 2025, HF Sinclair issued an aggregate principal amount of $1.4 billion of senior notes consisting of $650 million aggregate principal amount of 5.750% Senior Notes due 2031 (the “HF Sinclair 5.750% Senior Notes”) and $750 million aggregate principal amount of 6.250% Senior Notes due 2035 (the “HF Sinclair 6.250% Senior Notes” and together with the HF Sinclair 5.750% Senior Notes, the “January HFS Notes”) for net proceeds of approximately $1.38 billion, after deducting the underwriters’ discount and commissions and offering expenses. The January HFS Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

We used a portion of the funds to complete the early settlement of cash tender offers for $646 million in aggregate principal amount as follows:

Additionally, we used net proceeds from the January HFS Notes offering to repay and redeem the following aggregate principal amounts outstanding:

•$350 million under the Terminated HEP Credit Agreement due 2025,

•$195 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

•$155 million of our wholly owned subsidiary, HollyFrontier Corporation’s (“HollyFrontier”) 5.875% Senior Notes due 2026.

On August 18, 2025, HF Sinclair issued an aggregate principal amount of $500 million of 5.500% Senior Notes due 2032 (the “HF Sinclair 5.500% Senior Notes”) for net proceeds of approximately $491 million, after deducting the underwriters’ discount and commissions and offering expenses. The HF Sinclair 5.500% Senior Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

We used a portion of the funds from the HF Sinclair 5.500% Senior Notes to complete the early settlement of a cash tender offer for $201 million in aggregate principal amount as follows:

Additionally, we used net proceeds from the HF Sinclair 5.500% Senior Notes offering to repay and redeem the remaining balance outstanding of the following aggregate principal amounts:

•$117 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

•$86 million of HF Sinclair’s and HEP’s 6.375% Senior Notes due 2027.

We recognized an early extinguishment loss of $8 million and $23 million, inclusive of unamortized discount and debt issuance costs, as a result of the tender offers and redemptions for the three and nine months ended September 30, 2025, respectively.

HF Sinclair Financing Arrangements

Certain of our wholly owned subsidiaries entered into financing arrangements whereby such subsidiaries sold a portion of their precious metals catalyst to a financial institution in exchange for cash and then financed the use of the precious metals catalyst for a term not to exceed one year. The volume of the precious metals catalyst and the interest rate are fixed over the term of each agreement, and the payments are recorded as Interest expense. Upon maturity of the financing arrangement, we must either satisfy the obligation at fair market value or refinance to extend the maturity, which is considered an embedded derivative.

Certain of our wholly owned subsidiaries may, from time to time, enter into buy/sell arrangements in which an inventory repurchase obligation is recognized. As of September 30, 2025, we had $103 million recorded in inventory repurchase obligations related to these commercial financing arrangements, which is included in Accrued liabilities.

We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities, which are unrelated to the HF Sinclair Credit Agreement. At September 30, 2025, we had letters of credit totaling a nominal amount under such credit facilities.

See Note 11 “Debt” in the Notes to Consolidated Financial Statements for additional information on our debt instruments.

Liquidity

We believe our current Cash and cash equivalents, along with future internally generated cash flow and funds available under our credit facilities, will provide sufficient resources to fund currently planned capital projects and our current liquidity needs. We expect that, to the extent necessary, we can raise additional funds from time to time through equity or debt financings in the public and private capital markets. Further, we may, from time to time, seek to retire some or all of our outstanding debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, may be material and will depend on prevailing market conditions, our liquidity requirements and other factors. In addition, components of our long-term growth strategy include the optimization of existing units at our facilities, expansion of our Midstream footprint and the selective acquisition of complementary assets for our operations intended to increase earnings and cash flow. We also expect to use cash for payment of cash dividends, which are at the discretion of our Board of Directors, and for the repurchase of common stock under the May 2024 Share Repurchase Program.

Our liquidity was approximately$3.3 billion at September 30, 2025, consisting of Cash and cash equivalents of $1.5 billion and $1.9 billion available underthe HF Sinclair Credit Agreement.

We consider all highly liquid instruments with a maturity of three months or less at the time of purchase to be cash equivalents. These primarily consist of investments in conservative, highly rated instruments issued by financial institutions, government and corporate entities with strong credit standings and money market funds. Cash equivalents are stated at cost, which approximates market value.

On May 7, 2024, our Board of Directors approved the May 2024 Share Repurchase Program, which replaced all existing share repurchase programs. The May 2024 Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. Privately negotiated repurchases from REH are also authorized under the May 2024 Share Repurchase Program, subject to REH’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. In addition, we are authorized by our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The May 2024 Share Repurchase Program may be discontinued at any time by our Board of Directors.

On September 16, 2025, we repurchased 1,948,558 shares of our outstanding common stock from REH in a privately negotiated transaction under the May 2024 Share Repurchase Program and pursuant to the Stock Purchase Agreement, dated September 16, 2025 (the “September 2025 Stock Purchase Agreement”), between us and REH. The price paid under the September 2025 Stock Purchase Agreement was $51.32 per share resulting in an aggregate purchase price of $100 million. The purchase price was funded with cash on hand.

Cash Flows – Operating Activities

Net cash flows provided by operating activities were $1,307 million for the nine months ended September 30, 2025, compared to $1,250 million for the nine months ended September 30, 2024, an increase of $57 million primarily driven by an increase in net income, net of adjustments to reconcile net income to net cash provided by operating activities, partially offset by changes in working capital and an increase in turnaround expenditures. Changes in working capital increased operating cash flows by $83 million for the nine months ended September 30, 2025, and increased operating cash flows by $545 million for the nine months ended September 30, 2024. Additionally, for the nine months ended September 30, 2025, Turnaround expenditures were $315 million compared to $259 million for the nine months ended September 30, 2024.

Cash Flows – Investing Activities and Planned Capital Expenditures

For the nine months ended September 30, 2025, our Net cash flows used for investing activities were $341 million. Cash expenditures for Properties, plants and equipment for the nine months ended September 30, 2025 were $318 million.

For the nine months ended September 30, 2024, our Net cash flows used for investing activities were $295 million. Cash expenditures for Properties, plants and equipment for the nine months ended September 30, 2024 were $297 million.

Each year, our Board of Directors approves our annual capital budget, which includes specific projects that management is authorized to undertake. When conditions warrant or as new opportunities arise, additional projects may be approved. The funds appropriated for a particular capital project may be expended over a period of several years, depending on the time required to complete the project. Therefore, our planned capital expenditures for a given year consist of expenditures appropriated in that year’s capital budget plus expenditures for projects appropriated in prior years that have not yet been completed. Refinery turnaround spending is amortized over the useful life of the turnaround.

The refining industry is capital-intensive and requires ongoing investments to sustain our refining operations. This includes the replacement of, or rebuilding, refinery units and components that extend their useful life. We also invest in projects that improve operational reliability and profitability via enhancements that improve refinery processing capabilities as well as production yield and flexibility. Our capital expenditures also include projects related to renewable diesel, environmental, health and safety compliance and include initiatives as a result of federal and state mandates.

Our refinery operations and related emissions are highly regulated at both federal and state levels, and we invest in our facilities as needed to remain in compliance with these standards. Additionally, when faced with new emissions or fuel standards, we seek to execute projects that facilitate compliance and also improve the operating costs and/or yields of associated refining processes.

Expected capital and turnaround cash spending for 2025 is as follows:

Cash Flows – Financing Activities

For the nine months ended September 30, 2025, our Net cash flows used for financing activities were $323 million. During the nine months ended September 30, 2025, we paid $284 million in Dividends, we repurchased $216 million of our Common stock, repaid $350 million under the Terminated HEP Credit Agreement and had net proceeds from the issuance and redemption of certain senior notes of $474 million.

For the nine months ended September 30, 2024, our Net cash flows used for financing activities were $1,079 million. During the nine months ended September 30, 2024, we repurchased $668 million of our Common stock, paid $291 million in Dividends, and repaid $106 million under the Terminated HEP Credit Agreement.

Contractual Obligations and Commitments

As of September 30, 2025, our contractual obligations included debt obligations, interest payments related to debt obligations, financing arrangements, supply agreements, transportation and storage agreements, operating and finance leases, and other long-term obligations and commitments. In the ordinary course of business, we had debt-related activities during the nine months ended September 30, 2025, as described in Note 11 “Debt” of the Consolidated Financial Statements.

There were no material changes outside the ordinary course of business with respect to our contractual obligations during the nine months ended September 30, 2025.