HF Sinclair Corp

Credit Agreements

As of March 31, 2025, we had a $1.65 billion senior unsecured revolving credit facility maturing in April 2026 (the “HF Sinclair Credit Agreement”). The HF Sinclair Credit Agreement could be used for revolving credit loans and letters of credit from time to time and was available to fund general corporate purposes. At March 31, 2025, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling a nominal amount under the HF Sinclair Credit Agreement.

Additionally, as of March 31, 2025, our wholly owned subsidiary, HEP, had a $1.2 billion senior secured revolving credit facility maturing in July 2025 (the “HEP Credit Agreement”). The HEP Credit Agreement was available to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general corporate purposes. It was also available to fund letters of credit up to a $50 million sub-limit and had an accordion feature that allowed us to increase the commitments under the HEP Credit Agreement up to a maximum amount of $1.7 billion. At March 31, 2025, we were in compliance with all of its covenants, had no outstanding borrowingsand had no outstanding letters of credit under the HEP Credit Agreement.

Indebtedness under the HF Sinclair Credit Agreement and the HEP Credit Agreement bore interest, at our option, for borrowings in U.S. dollars at either (a) a base rate equal to the sum of (1) the highest of (i) the prime rate (as publicly announced from time to time by the applicable administrative agent), (ii) the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement and as defined as the “Federal Funds Rate” in the HEP Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement and as defined as “Adjusted Term SOFR” in the HEP Credit Agreement) for a one-month interest period plus 1%, plus (2) an applicable margin for base rate loans ranging from 0.25% to 1.125%, or (b) the sum of (1) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement and as defined as “Adjusted Term SOFR” in the HEP Credit Agreement) for the applicable interest period, plus (2) an applicable margin for term SOFR loans ranging from 1.25% to 2.125%. The HF Sinclair Credit Agreement allowed for borrowings in Sterling and Euros with similar interest rates. In each case, the applicable margin was based on HF Sinclair’s debt rating assigned by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. The weighted average interest rate in effect under the HEP Credit Agreement on our borrowings was 6.03% as of March 31, 2025.

On April 3, 2025, we terminated the HF Sinclair Credit Agreement and HEP Credit Agreement and entered into a new $2.0 billion senior unsecured revolving credit facility maturing in April 2030 (the “New HF Sinclair Credit Agreement”), which also 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 New HF Sinclair Credit Agreement. The New 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, by HF Sinclair as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (the “Guaranty”), and the Guaranty was terminated. Neither HF Sinclair nor HEP paid any prepayment penalties in connection with the termination of the preexisting HF Sinclair Credit Agreement or the HEP Credit Agreement.

Indebtedness under the New HF Sinclair Credit Agreement bears interest, at our option, at either (a) the greatest 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 New HF Sinclair Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the New 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 New 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.

Senior Notes Offering, Tender Offer and Redemption

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 “New HFS Notes”) for net proceeds of approximately $1.38 billion, after deducting the underwriters’ discount and commissions and offering expenses. The New HFS Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

During the period ended March 31, 2025, we used a portion of the funds to complete early settlement of a cash tender offer for $647 million in aggregate principal amount (the “Tender Offer”) as follows:

Additionally, during the period ended March 31, 2025, we used net proceeds from the New HFS Notes offering to repay and redeem the following aggregate principal amounts outstanding:

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

•$194 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

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

We recognized an early extinguishment loss of $15 million, inclusive of unamortized discount and debt issuance costs, as a result of the Tender Offer and redemptions.

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.

We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities with our lenders. At March 31, 2025, there were no letters of credit outstanding under such credit facilities.

See Note 12 “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 liquidity needs for the foreseeable future. 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 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$3.4 billion at March 31, 2025, consisting of Cash and cash equivalents of $0.5 billion, an undrawn $1.65 billion credit facility under the HF Sinclair Credit Agreement and $1.2 billion available under the HEP Credit Agreement. On April 3, 2025, we entered into the New HF Sinclair Credit Agreement and terminated the HF Sinclair Credit Agreement and HEP 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. 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.

Cash Flows – Operating Activities

Net cash flows used for operating activities were $89 million for the three months ended March 31, 2025, compared to Net cash flows provided by operating activities of $317 million for the three months ended March 31, 2024, a decrease of $406 million primarily driven by changes in working capital, decreases in net income and higher turnaround spend during the three months ended March 31, 2025. Changes in working capital decreased operating cash flows by $144 million for the three months ended March 31, 2025, and increased operating cash flows by $68 million for the three months ended March 31, 2024. Additionally, for the three months ended March 31, 2025, Turnaround expenditures were $105 million compared to $70 million for the three months ended March 31, 2024.

Cash Flows – Investing Activities and Planned Capital Expenditures

For the three months ended March 31, 2025, our Net cash flows used for investing activities were $85 million. Cash expenditures for Properties, plants and equipment for the three months ended March 31, 2025 were $86 million.

For the three months ended March 31, 2024, our Net cash flows used for investing activities were $91 million. Cash expenditures for Properties, plants and equipment for the three months ended March 31, 2024 were $89 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 three months ended March 31, 2025, our Net cash flows used for financing activities were $80 million. During the three months ended March 31, 2025, we paid $95 million in Dividends, repaid $350 million under the HEP Credit Agreement and had net proceeds from the issuance and redemption of certain senior notes of $387 million.

For the three months ended March 31, 2024, our Net cash flows used for financing activities were $336 million. During the three months ended March 31, 2024, we repurchased $170 million of our Common stock, paid $99 million in Dividendsand repaid $62 million under the HEP Credit Agreement.

Contractual Obligations and Commitments

During the three months ended March 31, 2025, we repaid $350 million under the HEP Credit Agreement, resulting in no outstanding borrowings under the HEP Credit Agreement.

There were no other significant changes to our long-term contractual obligations during this period.