HF Sinclair Corp

(In millions, except share and per share data)

(1)In thousands.

NOTE 1: Description of Business and Summary of Significant Accounting Policies

Description of Business: References herein to HF Sinclair Corporation (“HF Sinclair” or the “Company”) include HF Sinclair and its consolidated subsidiaries. In these financial statements, the words “we,” “our,” “ours” and “us” refer only to HF Sinclair and its consolidated subsidiaries or, in certain contexts, to HF Sinclair or an individual consolidated subsidiary and not to any other person, with certain exceptions. References herein to Holly Energy Partners, L.P. (“HEP”) with respect to time periods prior to the HEP Merger Transaction (as defined below) refer to HEP and its consolidated subsidiaries.

We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. We provide petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. We market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and we supply high-quality fuels to more than 1,700 branded stations and license the use of the Sinclair brand to more than 350 additional locations throughout the country. We produce renewable diesel attwo of our facilities in Wyoming and at our facility in New Mexico. In addition, our subsidiaries produce and market base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries.

On December 1, 2023, we completed the merger of HEP into an indirect wholly owned subsidiary of HF Sinclair pursuant to an Agreement and Plan of Merger dated August 15, 2023 (the “HEP Merger Transaction”). Consideration paid in connection with the merger included cash and shares of HF Sinclair common stock. Since we controlled HEP both before and after the HEP Merger Transaction, the changes in our ownership interest in HEP resulting from the HEP Merger Transaction were accounted for as an equity transaction, and no gain or loss was recognized in our consolidated statements of income. The tax effects of the HEP Merger Transaction were recorded as adjustments to Deferred income taxes and Additional capital consistent with ASC 740,“Income Taxes.” In connection with the HEP Merger Transaction, for the year ended December 31, 2023, we incurred $24 million in incremental direct acquisition and integration costs that principally relate to legal, advisory and other professional fees and are presented as Selling, general and administrative expenses in our consolidated statements of income.

Basis of Accounting and Use of Estimates: The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of our consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation: Our consolidated financial statements include our accounts and the accounts of partnerships and joint ventures that we control through an ownership interest greater than 50% or if we are the primary beneficiary of a variable interest entity (“VIE”). A VIE is a legal entity whose equity owners do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the equity holders lack the power, through voting rights, to direct the activities that most significantly impact the entity’s financial performance, and the obligation to absorb the entity’s expected losses or rights to expected residual returns. Intercompany transactions and balances have been eliminated. See Note 3 for additional information regarding VIEs.

Cash Equivalents: We consider all highly liquid instruments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value, and are primarily invested in liquid highly-rated instruments issued by government or municipal entities with strong credit standings.

Balance Sheet Offsetting: We purchase and sell inventories of crude oil from and to certain counterparties that are net settled in accordance with contractual net settlement provisions. We present accounts receivable and payable balances on a net basis, consistent with our contractual settlement provisions.

Accounts Receivable: Our accounts receivable primarily consist of amounts due from customers for sales of refined products and renewable diesel. Credit is extended based on our evaluation of the customer’s financial condition, and in certain circumstances, collateral, such as letters of credit or guarantees, is required. We reserve for expected credit losses based on our historical loss experience as well as expected credit losses from current economic conditions and management’s expectations of future economic conditions. Credit losses are charged to the allowance for expected credit losses when an account is deemed uncollectible. Our allowance for expected credit losses was $4 million for both of the years ended December 31, 2025 and 2024.

Accounts receivable attributable to crude oil resales generally represent the sale of excess crude oil to other purchasers and/or users in cases when our crude oil supplies are in excess of our immediate needs as well as certain reciprocal buy/sell exchanges of crude oil. At times we enter into such buy/sell exchanges to facilitate the delivery of quantities to certain locations. In many cases, we enter into net settlement agreements relating to the buy/sell arrangements, which may mitigate credit risk.

Inventories: Inventories related to our refining operations are stated at the lower of cost, using the last-in, first-out (“LIFO”) method for crude oil and unfinished and finished refined products, or market. Inventories related to our renewable business are stated at the lower of cost, using the LIFO method for feedstock and unfinished and finished renewable products, or market. Cost, consisting of raw material, transportation and conversion costs, is determined using the LIFO inventory valuation methodology and market is determined using current replacement costs. Under the LIFO method, the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as a result of charging cost of sales with LIFO inventory costs generated in prior periods. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

Inventories of our Petro-Canada Lubricants and Sonneborn businesses are stated at the lower of cost, using the first-in, first-out method, or net realizable value.

Inventories consisting of process chemicals, materials and maintenance supplies and RINs are stated at the lower of weighted-average cost or net realizable value.

Lessee Accounting: At inception, we determine if an arrangement is or contains a lease. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our payment obligation under the leasing arrangement. ROU assets and lease liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate (“IBR”) to determine the present value of lease payments as most of our leases do not contain an implicit rate. Our IBR represents the interest rate that we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We use the implicit rate when readily determinable.

Operating leases are recorded in Operating lease right-of-use assets and current and noncurrent Operating lease liabilities on our consolidated balance sheets. Finance leases are included in Properties, plants and equipment, at cost, and Accrued liabilities and Other long-term liabilities on our consolidated balance sheets.

Our lease terms include an option to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on our consolidated balance sheets. For certain equipment leases, we apply a portfolio approach for the operating lease ROU assets and liabilities. Also, as a lessee, we separate non-lease components that are identifiable and exclude them from the determination of net present value of lease payment obligations.

Lessor Accounting: Customer contracts that contain leases are generally classified as either operating leases, direct financing leases or sales-type leases. We consider inputs such as the lease term, fair value and residual value of the underlying asset when assessing the classification. As a lessor, we do not separate the non-lease (service) component in contracts in which the lease component is the dominant component. We treat these combined components as an operating lease. We bifurcate the consideration received for sales-type lease contracts between lease and service revenue, with the service component accounted for within the scope of ASC 606, “Revenue from Contracts with Customers.”

Derivative Instruments: All derivative instruments are recognized as either assets or liabilities on our consolidated balance sheets and are measured at fair value. Changes in the derivative instrument’s fair value are recognized in earnings unless we apply hedge accounting. Cash flows from all our derivative activity are reported in the operating section on our consolidated statements of cash flows. See Note 14 for additional information.

Properties, Plants and Equipment: Properties, plants and equipment are stated at cost. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets, primarily 15 to 32 years for refining, pipeline and terminal facilities,10 to 40 years for buildings and improvements,5 to 30 years for other fixed assets and 5 years for vehicles.

Asset Retirement Obligations: We record legal obligations associated with the retirement of assets that result from the acquisition, construction, development and/or the normal operation of assets. The fair value of the estimated cost to retire a tangible asset is recorded as a liability with the associated retirement costs capitalized as part of the asset’s carrying amount in the period in which the obligation is incurred and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the liability’s fair value. Certain of our refining assets have no recorded liability for asset retirement obligations because the timing of any retirement and related costs are currently indeterminable.

Our asset retirement obligations were $68 million and $66 million at December 31, 2025 and 2024, respectively, and are included in Other long-term liabilities on our consolidated balance sheets. Accretion expense was insignificant for the years ended December 31, 2025, 2024 and 2023.

Goodwill, Intangible Assets and Long-lived Assets: Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed, and intangible assets are non-financial assets that lack physical substance. Goodwill and indefinite-lived intangible assets are not amortized, whereas finite-lived intangible assets are amortized on a straight-line basis.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually. To evaluate goodwill and other indefinite-lived intangible assets for impairment, we may use qualitative assessments to determine whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessments consider multiple factors, including the current operating environment, historical and future financial performance and industry and market conditions. If an initial qualitative assessment indicates that it is more likely than not that the carrying amount of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. We may elect to bypass the qualitative assessment and instead perform a quantitative impairment test by comparing the fair value of the reporting unit to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the fair value of the reporting unit, not to exceed the goodwill balance for that reporting unit.

During the year ended December 31, 2025, we elected to change our annual goodwill impairment testing date from July 1 to October 1 to better align the timing of our goodwill impairment assessment with our annual budgeting processes. The change in annual goodwill impairment testing date constitutes a voluntary change in accounting principle. This change does not delay, accelerate, or avoid an impairment charge, and has been applied prospectively as retrospective application was impracticable due to the inability to objectively determine the assumptions and significant estimates used in prior periods without the benefit of hindsight. Prior to the goodwill impairment test performed as of October 1, 2025, the most recent annual goodwill impairment test was performed as of July 1, 2025. No impairment was identified in either the July 1, 2025 or October 1, 2025 impairment assessments.

The carrying amount of our intangible assets and goodwill may fluctuate from period to period due to the effects of foreign currency translation adjustments on goodwill and intangible assets assigned to our Lubricants & Specialties segment.

For purposes of long-lived asset impairment evaluation, we group our assets as follows: (i) our refinery asset groups, which include certain logistics assets, (ii) our renewables products asset groups, (iii) our lubricants and specialties asset groups, (iv) our marketing assets and (v) our midstream asset groups, which are comprised of logistics assets not included in our refinery asset groups. These asset groups represent the lowest level for which independent cash flows can be identified. Our asset groups are evaluated for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment loss is measured and recorded based on the estimated fair value of the asset group being tested for impairment relative to its carrying amount. Fair value is typically determined using an income approach that incorporates estimates of discounted pre-tax future cash flows or a market approach that considers recent transaction activity for comparable assets. These approaches are considered Level 3 fair value measurements. Occasionally, such as when an asset is held for sale, market prices are used.

See Note 11 for additional information regarding goodwill and intangible assets.

Equity Method Investments: We account for investments in which we have a significant influence over the entity using the equity method of accounting, whereby we record our pro-rata share of earnings of these companies and contributions to and distributions from the joint ventures as adjustments to our investment balance. Equity method investments are recorded in Intangibles and otheron our consolidated balance sheets.

The following tables summarize our recorded investment compared to our share of underlying equity for each investee. Acquisition-date differences between these amounts are amortized as adjustments to our pro-rata share of earnings in the joint ventures.

(1)During the year ended December 31, 2025, we assigned certain of our equity ownership interests to other parties, including our 50% ownership interest in Cheyenne Pipeline, LLC to our joint venture partner in exchange for the termination of certain future commitments. See Note 5 for additional information.

Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate that the carrying value may exceed the fair value of the investment. When indicators exist, the fair value is estimated and compared to the investment’s carrying value. If any impairment is determined to be other-than-temporary, the carrying value of the investment is written down to fair value. The fair value of the impaired investment is determined based on quoted market prices, if available, or upon the present value of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants and observed market earnings multiples of comparable companies.

Revenue Recognition: Revenues from refined products, excess crude oil and RINs sales are recognized when delivered (via pipeline, in-tank or rack), and the customer obtains control of such inventory, which is typically when title passes and the customer is billed. All revenues are reported inclusive of shipping and handling costs billed and exclusive of any taxes billed to customers. Shipping and handling costs incurred are reported in Cost of materials and other.

Our Lubricants & Specialties segment has sales agreements with marketers and distributors that provide certain rights of return or provisions for the repurchase of products previously sold to them. Under these agreements, revenues and cost of revenues are deferred until the products have been sold to end customers. Our Lubricants & Specialties segment also has agreements that create an obligation to deliver products at a future date for which consideration has already been received and recorded as deferred revenue. This revenue is recognized when the products are delivered to the customer.

Our Midstream segment recognizes revenues as products are shipped through its pipelines and terminals and as other services are rendered. Additionally, we have certain throughput agreements that specify minimum volume requirements, whereby we bill a customer for a minimum level of shipments in the event a customer ships below its contractual requirements. If there are no future performance obligations, we recognize these deficiency payments as revenue. In certain of these throughput agreements, a customer may later utilize such shortfall billings as credit towards future volume shipments in excess of its minimum levels within its respective contractual shortfall make-up period. Such amounts represent an obligation to perform future services, which may be initially deferred and later recognized as revenue based on estimated future shipping levels, including the likelihood of a customer’s ability to utilize such amounts prior to the end of the contractual shortfall make-up period. We recognize the service portion of these deficiency payments as revenue when we do not expect that we will be required to satisfy these performance obligations in the future based on the pattern of rights exercised by the customer. Payment terms under our contracts with customers are consistent with industry norms and are typically payable within 30 days of the date of invoice.

Cost Classifications: Costs of products sold include the cost of crude oil, other feedstocks, blendstocks and purchased finished products, inclusive of transportation costs and environmental credit obligations. We purchase crude oil that at times exceeds the supply needs of our refineries. Quantities in excess of our needs are sold at market prices to purchasers of crude oil that are recorded on a gross basis with the sales price recorded as revenues and the corresponding acquisition cost as Cost of materials and other. Additionally, we enter into buy/sell exchanges of crude oil with certain parties to facilitate the delivery of quantities to certain locations, with such transactions being recorded as costs on a net basis. Operating expenses include direct costs of labor, maintenance materials and services, utilities and other direct operating costs. Selling, general and administrative expenses include compensation, professional services and other support costs.

Deferred Maintenance Costs: Our refinery units require regular major maintenance and repairs, which are commonly referred to as “turnarounds.” Catalysts used in certain refinery processes also require regular “change-outs.” The required frequency of the maintenance varies by unit and by catalyst, but generally occurs no less than once every five years. Turnaround costs are deferred and amortized over the period until the next scheduled turnaround. Other repairs and maintenance costs are expensed when incurred. Deferred turnaround and catalyst amortization expense was $334 million, $264 million and $239 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Environmental Costs: Environmental costs are charged to Operating expenses if they relate to an existing condition caused by past operations and do not contribute to current or future revenue generation. We have ongoing investigations of environmental matters at various locations and routinely assess our recorded environmental obligations, if any, with respect to such matters. Liabilities are recorded when site restoration, environmental remediation, cleanup and other obligations are either known or considered probable and can be reasonably estimated. Such estimates are undiscounted and require judgment with respect to costs, time frame and extent of required remedial and cleanup activities and are subject to periodic adjustments based on currently available information. Recoveries of environmental costs through insurance, indemnification arrangements or other sources are included in Other assets to the extent such recoveries are considered probable.

Defined Contribution Plans: We have defined contribution plans that cover substantially all qualified employees in the U.S., Canada and the Netherlands. Our contributions are based on an employee’s eligible compensation and years of service. We also partially match our employees’ contributions. We expensed $92 million, $86 million and $81 million for the years ended December 31, 2025, 2024 and 2023, respectively, in connection with these plans.

Contingencies: We are subject to proceedings, lawsuits and other claims related to environmental, labor, product and other matters. We are required to assess the likelihood of any adverse judgments or outcomes of these matters as well as potential ranges of probable losses. We accrue for contingencies when it is probable that a loss has occurred and when the amount of that loss is reasonably estimable. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

Foreign Currency Translation: Assets and liabilities recorded in foreign currencies are translated into U.S. dollars using exchange rates as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the period presented. Foreign currency translation adjustments are recorded as a component of Accumulated other comprehensive loss.

We have intercompany notes that were issued to fund certain of our foreign businesses. Remeasurement adjustments resulting from the conversion of such intercompany financing amounts into functional currencies are recorded as gains or losses as a component of Other income (expense), net on our consolidated statements of income. Such adjustments are recorded in Corporate and Other rather than a reportable segment. See Note 19 for additional information on our segments.

Income Taxes: Provisions for income taxes include deferred taxes resulting from temporary differences between income for financial and tax purposes, using the liability method of accounting for income taxes. The liability method requires the effect of tax rate changes on deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized. We account for U.S. tax on global intangible low-taxed income in the period in which it is incurred.

Potential interest and penalties related to income tax matters are recognized in Income tax expense (benefit). We believe we have the appropriate support for the income tax positions taken and to be taken on our income tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter.

Income tax effects that are held in Accumulated other comprehensive loss are released into Retained earnings, when applicable, on an individual item basis as those items are reclassified into income.

Inventory Repurchase Obligations: We periodically enter into same-party sell/buy transactions, whereby we sell certain refined product and RINs inventory and subsequently repurchase the inventory in order to facilitate delivery to certain locations and manage our compliance obligations. Such sell/buy transactions are accounted for as inventory repurchase obligations and are financing arrangements, with proceeds received under the initial sale recognized as inventory repurchase obligations that are subsequently reversed when the inventory is repurchased. For the years ended December 31, 2025, 2024 and 2023, we received proceeds of $129 million, $26 million and $26 million, respectively, and subsequently repaid $131 million, $27 million and $27 million, respectively, under these sell/buy transactions.

Accounting Pronouncements (Recently Adopted): In December 2023, Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures” was issued. ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid by jurisdiction. We adopted this standard effective January 1, 2025. The adoption resulted in additional disclosures in Note 15 but did not affect our financial position or our results of operations.

Accounting Pronouncements (Not Yet Adopted): In November 2024, ASU 2024-03, “Disaggregation of Income Statement Expenses” was issued. ASU 2024-03 requires companies to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The adoption will not affect our financial position or our results of operations, but will result in additional disclosures.

In July 2025, ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets” was issued offering a new optional practical expedient related to the estimation of future expected credit losses on accounts receivable. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. we do not expect this ASU to have a material impact on our consolidated financial statements and disclosures

In September 2025, ASU 2025-06, “Internal-Use Software” was issued amending guidance related to the accounting for internal-use software development costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact of this guidance on the consolidated financial statements.

NOTE 2: Leases

Lessee

We have operating and finance leases for land, buildings, pipelines, storage tanks, transportation and other equipment for our operations. Our leases have remaining terms ofone to 54 years, some of which include options to extend the leases for up to 10 years. Certain of our leases for pipeline assets include provisions for variable payments that are based on a measure of throughput and provisions that allow the lessor to adjust the rate per barrel periodically over the life of the lease. These variable costs are not included in the initial measurement of ROU assets and lease liabilities.

The following table presents the amounts and locations of our operating and finance leases recorded on our consolidated balance sheets:

Supplemental balance sheet information related to our leases was as follows:

The components of lease expense were as follows:

Supplemental cash flow information related to leases was as follows:

As of December 31, 2025, minimum future lease payments of our operating and finance lease obligations were as follows:

Lessor

Our consolidated statements of income reflect lease revenue recognized by our midstream operations for contracts with third parties in which we are the lessor.

Substantially all of the assets supporting contracts that meet the definition of a lease have long useful lives, and we believe these assets will continue to have value when the current agreements expire as a result of our risk management strategy to protect the residual fair value of the underlying assets by performing ongoing maintenance during the lease term.

Lease income recognized was as follows:

For our third-party sales-type leases, we included customer obligations related to minimum volume requirements in guaranteed minimum lease payments. Portions of our minimum guaranteed pipeline tariffs for assets subject to sales-type lease accounting are recorded as interest income with the remaining amounts recorded as a reduction in net investment in leases. We recognized any billings for throughput volumes in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in lease revenues.

Annual minimum undiscounted lease payments for third-party contracts for which we were the lessor as of December 31, 2025, were as follows:

Net investment in sales-type leases, which is recorded in Intangibles and other on our consolidated balance sheets, was composed of the following:

NOTE 3: Cushing Connect Joint Venture

We, through our wholly owned subsidiary HEP Cushing LLC (“HEP Cushing”), own a 50% interest in Cushing Connect Pipeline & Terminal LLC (“Cushing Connect”), a joint venture with Plains Marketing, L.P., a wholly owned subsidiary of Plains All American Pipeline, L.P. (“Plains”). Cushing Connect consists of (i) a 160,000 barrels per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that connects the Cushing, Oklahoma crude oil hub to our Tulsa Refineries, and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “Cushing Connect Terminal”).

Cushing Connect entered into contracts with an affiliate of HEP, a subsidiary of HF Sinclair, to manage the operation of the Cushing Connect Pipeline and with an affiliate of Plains to manage the operation of the Cushing Connect Terminal. The total investment in Cushing Connect was generally shared proportionately among the partners.

Cushing Connect and its two subsidiaries (the “Cushing Connect Entities”) are VIEs under GAAP because they lack sufficient equity at risk to finance their activities without additional financial support. We are the primary beneficiary of two of these entities as HEP constructed and operates the Cushing Connect Pipeline, and we have the ability to direct the activities that most significantly impact the financial performance of Cushing Connect and the Cushing Connect Pipeline. Therefore, we consolidate Cushing Connect and the related Cushing Connect Pipeline subsidiary. We are not the primary beneficiary of the Cushing Connect Terminal, which we account for using the equity method of accounting. Our maximum exposure to loss as a result of our involvement with Cushing Connect Terminal is not expected to be material due to the long-term terminalling agreements in place to support operations.

With the exception of the assets of HEP Cushing, creditors of the Cushing Connect Entities have no recourse to our assets. Any recourse to HEP Cushing would be limited to the extent of HEP Cushing’s assets, which, other than its investment in Cushing Connect, are not significant. Furthermore, our creditors have no recourse to the assets of the Cushing Connect Entities. The most significant assets of Cushing Connect and the Cushing Connect Pipeline that are available to settle only their obligations, and their most significant liabilities, for which creditors do not have recourse to our general credit, were as follows:

NOTE 4: Revenues

Substantially all revenue-generating activities relate to sales of refined products and excess crude oil inventories at market prices (variable consideration) under contracts with customers. Additionally, we have revenues attributable to our logistics services provided under petroleum product and crude oil pipeline transportation, processing, storage and terminalling agreements with third parties.

Disaggregated revenues were as follows:

(1)Transportation fuels revenues are attributable to our: (i) Refining segment wholesale gasoline, diesel and jet fuel, (ii) Marketing segment branded gasoline and diesel fuel and (iii) Renewables segment renewable diesel fuel.

(2)Lubricant and specialty products consist of finished lubricants, specialty fluids, waxes, base oils, and other by-products.

(3)Asphalt, fuel oil and other products revenues are attributable to the Refining and Lubricants & Specialties segments.

(4)Excess crude oil revenues represent sales of purchased crude oil inventory that occasionally exceed our refineries’ supply needs.

(5)Other revenues are principally attributable to our Refining, Marketing and Lubricants & Specialties segments. During the year ended December 31, 2025, other revenues included $430 million in RIN sales.

(6)Revenues are allocated to markets based on the location where the sale originated.

As of December 31, 2025, we have long-term contracts with customers that specify minimum volumes of gasoline, diesel and lubricants and specialty products to be sold ratably at market prices through 2035. Future prices are subject to market fluctuations and therefore, we have elected the exemption to exclude variable consideration under these contracts. Aggregate minimum volumes expected to be sold (future performance obligations) under our long-term product sales contracts with customers are as follows:

Additionally, we have long-term contracts with third-party customers that specify minimum volumes of product to be transported through our pipelines and terminals, resulting in fixed-minimum annual revenues through 2033. Annual minimum revenues attributable to our third-party contracts as of December 31, 2025 are presented below:

For the year ended December 31, 2025, no customers accounted for 10% or more of our total annual revenues. For the years ended December 31, 2024 and 2023, we had one customer, Shell, together with certain of its affiliates, that accounted for 10% or more of our total annual revenues at approximately 11% and 12%, respectively, which were primarily generated through our Refining segment operations.

NOTE 5: Other Income (Expense), Net

Other income (expense), net consists of the following:

(1)During the year ended December 31, 2025, we assigned certain of our equity ownership interests to other parties, including our 50% ownership interest in Cheyenne Pipeline, LLC to our joint venture partner in exchange for the termination of certain future commitments.

NOTE 6: Fair Value Measurements

Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability, including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows:

The carrying amounts of derivative instruments, certain financing arrangements and environmental credit obligations as of December 31, 2025 and 2024 were as follows:

Level 1 Fair Value Measurements: Our futures contracts based on New York Mercantile Exchange (“NYMEX”) pricing are measured and recorded at fair value using quoted market prices, a Level 1 input.

Level 2 Fair Value Measurements: Derivative instruments consisting of foreign currency forward contracts, commodity price swaps and forward sales and purchase contracts are measured and recorded at fair value using Level 2 inputs. The fair value of the commodity price swap contracts is based on the net present value of expected future cash flows related to both variable and fixed rate legs of the respective swap agreements. The measurements are computed using market-based observable inputs and quoted forward commodity prices with respect to our commodity price swaps. The fair value of the forward sales and purchase contracts is computed using quoted forward commodity prices. The fair value of our precious metals catalyst financing arrangements discussed in Note 13 is computed using quoted forward commodity prices, a Level 2 input. The fair value of foreign currency forward contracts is derived using market quotes for similar types of instruments, a Level 2 input. Environmental credit obligations are valued based on quoted prices from an independent pricing service.

See Note 14 for additional information on derivative instruments and hedging activities.

NOTE 7: Earnings Per Share

Basic earnings per share is calculated as Net income attributable to HF Sinclair stockholders, adjusted for participating securities’ share in earnings divided by the weighted-average number of shares of common stock outstanding. Diluted earnings per share reflects the dilutive effect of the incremental shares resulting from certain share-based awards. Anti-dilutive shares were immaterial for all periods presented.

The following is a reconciliation of the denominators of the basic and diluted per share computations for Net income attributable to HF Sinclair stockholders:

(1)Unvested restricted stock unit awards and unvested performance share units that settle in HF Sinclair common stock represent participating securities because they participate in nonforfeitable dividends or distributions with the common stockholders of HF Sinclair. Participating earnings represent the distributed and undistributed earnings of HF Sinclair attributable to the participating securities. Unvested restricted stock unit awards and performance share units do not participate in undistributed net losses as they are not contractually obligated to do so.

NOTE 8: Stock-Based Compensation

We have a principal share-based compensation plan, the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of unrestricted and restricted stock, restricted stock units, other stock-based awards, stock options, performance awards, substitute awards, cash awards and stock appreciation rights. An aggregate of 6,368,930 of these awards may be issued pursuant to awards granted under the 2020 Plan. We also have a stock compensation deferral plan that allows non-employee directors to defer settlement of vested stock granted under our share-based compensation plan. Our accounting policy for the recognition of compensation expense for awards with pro-rata vesting is to expense the costs ratably over the vesting periods. Share-based awards paid in cash upon vesting are accounted for as liability awards and recorded at fair value at the end of each reporting period with a mark-to-mark adjustment recognized in earnings.

The stock-based compensation expense and associated tax benefit were as follows:

Restricted Stock Units

Under the 2020 Plan, we grant certain officers and other key employees restricted stock unit awards, which are payable in stock or cash and generally vest over a period ofthree years. Restricted stock unit award recipients have the right to receive dividends; however, restricted stock units do not have any other rights of absolute ownership. Upon vesting, restrictions on the restricted stock units lapse at which time they convert to common shares or cash. In addition, we grant non-employee directors restricted stock unit awards, which typically vest over a period ofone year and are payable in stock. The fair value of each restricted stock unit award is measured based on the grant date market price of our common shares and is amortized over the respective vesting period. We account for forfeitures on an estimated basis.

A summary of restricted stock units activity during the year ended December 31, 2025 is presented below:

As of December 31, 2025, there was $31 million of total unrecognized compensation cost related to unvested restricted stock unit grants. That cost is expected to be recognized over a weighted-average period of 1.5 years.

The following table reflects activity related to our restricted stock units:

Performance Share Units

Under the 2020 Plan, we grant certain officers and other key employees performance share units, which are payable in stock or cash upon meeting certain criteria over the service period, and generally vest at the end of athree year period. Under the terms of our performance share unit grants, awards are subject to “financial performance” and “market performance” criteria. Financial performance is based on our financial performance compared to a peer group of independent refining companies, while market performance is based on the relative standing of total stockholder return achieved by HF Sinclair compared to peer group companies. The number of shares ultimately issued or cash paid under these awards can range from zero to 200% of target award amounts. Holders of performance share units have the right to receive dividend equivalents and other distributions with respect to such performance share units based on the target level of payout. Awards subject to financial performance are amortized over the vesting period and are reevaluated periodically based on the probability of achievement of the performance conditions. The grant date fair value of awards subject to market performance are estimated based on a Monte Carlo simulation model and are amortized over the vesting period.

A summary of performance share units activity during the year ended December 31, 2025 is presented below:

As of December 31, 2025, there was $24 million of total unrecognized compensation cost related to non-vested performance share units. That cost is expected to be recognized over a weighted-average period of 2.0 years.

The following table reflects activity related to our performance share units:

NOTE 9: Inventories

Inventories consist of the following components:

(1)Other raw materials and unfinished products include feedstocks and blendstocks, other than crude oil.

(2)Finished products include gasolines, jet fuels, diesels, renewable diesels, lubricants, asphalts, LPGs and residual fuels.

(3)Process chemicals include additives and other chemicals.

(4)Repairs and maintenance supplies and other include environmental credits.

Our Refining and Renewables segment inventories are valued at the lower of LIFO cost or market based on market conditions at that time. The following table summarizes the lower of cost or market reserve activity:

NOTE 10: Properties, Plants and Equipment

The components of properties, plants and equipment are as follows:

We capitalized interest attributable to construction projects of $5 million for the year ended December 31, 2025, and $4 million for both of the years ended December 31, 2024 and 2023.

Depreciation expense was $515 million, $509 million and $474 million for the years ended December 31, 2025, 2024 and 2023, respectively.

NOTE 11: Goodwill, Intangibles and Long-lived Assets

Goodwill

As of December 31, 2025, our goodwill balancewas $2,978 million. The carrying amount of our goodwill may fluctuate from period to period due to the effects of foreign currency translation adjustments on goodwill assigned to our Lubricants & Specialties segment.

The following is a summary of our goodwill balance by segment:

The following consists of goodwill gross amounts and accumulated impairment charges as of December 31, 2025:

No impairment of goodwill was recognized during the years ended December 31, 2025 and 2024, respectively.

Intangibles

The carrying amounts of our intangible assets presented in Intangibles and other on our consolidated balance sheets are as follows:

Amortization expense was $55 million for each of the years ended December 31, 2025, 2024 and 2023.

Estimated future amortization expense related to intangible assets at December 31, 2025 is as follows:

Long-lived Assets

Long-lived assets, defined as properties, plants, and equipment, net, Operating lease right-of-use assets, Turnaround costsand other tangible assets, are primarily located in the United States. Total long-lived assets were $8,155 million and $8,131 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024,93% of our long-lived assets were located in the United States. Long-lived assets located outside of the United States were immaterial and no individual foreign country represented a material portion of our long-lived assets.

Asset impairments were $3 million during the year ended December 31, 2025. During the year ended December 31, 2024, we incurred asset impairment charges totaling$17 million, primarily related to certain logistics assets in our Midstream segment and other assets in our Refining segment. No impairment charges were recorded for the year ended December 31, 2023.

NOTE 12: Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities consist of the following:

Other long-term liabilities consist of the following:

(1)Environmental liability accruals include remediation and monitoring costs expected to be incurred over an extended period of time. Environmental liabilities are recorded when a loss is considered probable and can be reasonably estimated, and may be adjusted as additional information becomes available. Environmental remediation expenses were $14 million, $14 million and $27 million for the years ended December 31, 2025, 2024 and 2023, respectively.

NOTE 13: Debt

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 toone 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.

As of December 31, 2025, we were in compliance with all covenants and hadno outstanding borrowings or letters of credit under the HF Sinclair Credit Agreement.

Senior Notes Offering, 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 from the January HFS Notes to complete the early settlement of cash tender offers and redemptions for $996 million in aggregate principal amount as follows:

Additionally, we used a portion of the net proceeds from the January HFS Notes offering to repay the $350 million under the Terminated HEP Credit Agreement due 2025.

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 cash tender offers and redemptions for $404 million in aggregate principal amount as follows:

We recognized an early extinguishment loss of $23 million, inclusive of unamortized discount and debt issuance costs, as a result of the tender offers and redemptions for the year ended December 31, 2025.

Senior Notes

Our unsecured senior notes and unsubordinated obligations rank equally with all future unsecured and unsubordinated indebtedness.

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 depends on prevailing market conditions, our liquidity requirements and other factors.

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. During the year ended December 31, 2025, we received proceeds of $30 million and made principal payments of $6 million related to such arrangements. 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 arrangements, we must either extend the maturity or satisfy the obligation at fair market value, which is considered an embedded derivative as discussed in Note 14. These financing arrangements are measured at fair value and are included in Accrued liabilities on our consolidated balance sheets. See Note 6 for additional information.

Certain inventory buy/sell arrangements in which we have a repurchase obligation are recognized as financing arrangements. During the year ended December 31, 2025, we received cash proceeds and made principal payments of $103 million related to these financing arrangements.

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 December 31, 2025, we had letters of credit totaling a nominal amount under such credit facilities.

The principal and carrying amounts of Long-term debt are as follows:

(1)As of December 31, 2025 and 2024, the carrying amounts of our Senior Notes equaled the principal amounts.

The fair values of the senior notes are as follows:

These fair values are based on a Level 2 inputs. See Note 6 for additional information on Level 2 inputs.

Principal maturities of outstanding debt as of December 31, 2025 are as follows:

NOTE 14: Derivative Instruments and Hedging Activities

Commodity Price Risk Management

Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in the price of crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative contracts in the form of commodity price swaps, collar contracts, forward contracts and futures contracts to mitigate price exposure with respect to our inventory positions, natural gas purchases, sales prices of refined products and crude oil costs.

Foreign Currency Risk Management

We are exposed to market risk related to the volatility in foreign currency exchange rates. We periodically enter into derivative contracts in the form of foreign exchange forward contracts to mitigate the exposure associated with fluctuations in intercompany notes with our foreign subsidiaries that are not denominated in the U.S. dollar.

Accounting Hedges

We periodically have swap contracts to lock in basis spread differentials on forecasted purchases of crude oil and forward sales of refined products that lock in the prices of future purchases of crude oil and sales of refined products. These contracts have been designated as accounting hedges and are measured at fair value with offsetting adjustments (gains/losses) recorded directly to other comprehensive income. These fair value adjustments are later reclassified to earnings as the hedging instruments mature.

We did not have any effective cash flow hedges in place or any unrealized gains/losses recognized in Accumulated other comprehensive loss as of December 31, 2025 and 2024.

Realized gains and losses reclassified from accumulated other comprehensive loss into earnings due to settlements and maturities of hedging instruments under hedge accounting were nominal for the years ended December 31, 2025, 2024 and 2023.

Economic Hedges

We periodically enter into commodity contracts, including certain futures contracts based on NYMEX pricing, to lock in prices on forecasted inventory purchases and sales. We periodically enter into basis swap contracts to mitigate exposure to natural gas price volatility. We periodically enter into forward purchase and sale contracts to lock in basis spread differentials on forecasted crude oil purchases and refined product sales, and forward purchase or sale price of crude oil and refined products. We periodically use collar contracts to mitigate exposure to natural gas price volatility; these contracts serve as economic hedges (derivatives used for risk management but not designated as accounting hedges). We also have forward currency contracts to fix the rate of foreign currency. In addition, our precious metals catalyst financing arrangements discussed in Note 13 could require repayment under certain conditions based on the maturity date pricing of the precious metals, resulting in an embedded derivative. These contracts are measured at fair value with offsetting adjustments (gains/losses) recorded directly to earnings.

The following table presents the pre-tax effect on Net income due to maturities and fair value adjustments of our economic hedges:

As of December 31, 2025, we have the following notional amounts related to outstanding derivative instruments (all maturing in 2026):

(1)Represents an embedded derivative within our precious metals catalyst financing arrangements, which may be refinanced or require repayment under certain conditions. See Note 13 for additional information on these financing arrangements.

The following tables present the fair value and the locations of our outstanding derivative instruments in the consolidated balance sheets. These amounts are presented on a gross basis with offsetting balances that reconcile to a net asset or liability position on our consolidated balance sheets. We present on a net basis to reflect the net settlement of these positions in accordance with provisions of our master netting arrangements.

NOTE 15: Income Taxes

The U.S. and foreign components of Income before income tax expense are as follows:

The provision for Income tax expense (benefit) is comprised of the following:

The statutory federal income tax rate applied to pre-tax book income reconciles to income tax expense as follows:

(1)State income taxes, net of federal tax benefit largely consists of expense from New Mexico, Kansas, Oklahoma and Colorado.

(2)Due to rounding of reported numbers, some amounts may not calculate exactly.

Income taxes paid, net of refunds consist of the following:

• Income taxes paid, net of refunds does not meet disaggregation threshold.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Our deferred income tax assets and liabilities as of December 31, 2025 and 2024 are as follows:

We have tax benefits attributable to net operating losses of $18 million in the Netherlands that can be carried forward indefinitely and tax benefits attributable to net operating losses in Luxembourg of $14 million that can be carried forward 17 years and begin expiring in 2036. We have reflected a valuation allowance of $10 million in 2025 and $14 million in 2024 with respect to net operating carryforwards that primarily relate to losses in the Netherlands, China and Luxembourg. Additionally we have state income tax credits of $6 million that will begin expiring in 16 years.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

At December 31, 2025, 2024 and 2023, there were $23 million, $24 million and $1 million, respectively, of unrecognized tax benefits that, if recognized, would affect our effective tax rate. Unrecognized tax benefits are adjusted in the period in which new information about a tax position becomes available or the final outcome differs from the amount recorded.

We are subject to U.S. and Canadian federal income tax as well as multiple other state and local jurisdictions. The Company is currently under audit with the Internal Revenue Service for the tax years 2020 and 2021, and under audit with the Canada Revenue Agency for the tax years 2018, 2019, 2020 and 2021.

NOTE 16: Stockholders’ Equity

On May 7, 2024, our Board of Directors approved a $1.0 billion share repurchase program (the “2024 Share Repurchase Program”), which replaced all existing share repurchase programs. The 2024 Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. Privately negotiated repurchases from REH Company, LLC and its affiliate REH Advisors Inc. (together, “REH”) are also authorized under the 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 2024 Share Repurchase Program may be discontinued at any time by our Board of Directors.

The following table presents total open market and privately negotiated purchases of shares under our share repurchase programs for the years ended December 31, 2025 and 2024.

(1)During the years ended December 31, 2025 and 2024,3,345,857 and 7,864,761 shares, respectively, were repurchased for $174 million and $456 million, respectively, pursuant to privately negotiated repurchases from REH.

During the years ended December 31, 2025, 2024 and 2023, we withheld 145,776,181,841 and 332,741 shares, respectively, of our common stock from certain employees in the amounts of $8 million, $9 million and $18 million, respectively. These withholdings were made under the terms of restricted stock unit and performance share unit agreements upon vesting, at which time we concurrently made cash payments to fund payroll and income taxes on behalf of officers and employees who elected to have shares withheld from vested amounts to pay such taxes.

On February 18, 2026, our Board of Directors announced that it declared a regular quarterly dividend in the amount of $0.50 per share, payable on March 12, 2026, to holders of record of common stock on March 2, 2026.

NOTE 17: Other Comprehensive Income (Loss)

The components and allocated tax effects of other comprehensive income (loss) are as follows:

Reclassifications out of accumulated other comprehensive loss and into the consolidated statements of income were nominal for the years ended December 31, 2025, 2024 and 2023.

Accumulated other comprehensive loss in the equity section of our consolidated balance sheets includes:

NOTE 18: Commitments and Contingencies

We are a party to various litigation and legal proceedings in the ordinary course of business that we believe, based on advice of counsel, will not either individually or in the aggregate have a material adverse effect on our financial condition, results of operations or cash flows.

During 2017 and 2019, the EPA granted the Cheyenne, Wyoming refinery (the “Cheyenne Refinery”) and the refinery in Woods Cross, Utah (the “Woods Cross Refinery”) each a one-year small refinery exemption from the Renewable Fuel Standard (“RFS”) program requirements for the 2016 and 2018 compliance years. As a result, the Cheyenne Refinery’s and Woods Cross Refinery’s gasoline and diesel production were not subject to the renewable volume obligation for the respective years. Upon each exemption granted, we increased our inventory of RINs and reduced our Cost of sales. On April 7, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross Refinery and Cheyenne Refinery for the 2018 compliance year. On June 3, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross Refinery and Cheyenne Refinery for the 2016 compliance year and denying small refinery exemption petitions for our Woods Cross Refinery and Cheyenne Refinery for the 2019 and 2020 compliance years.

Certain of our subsidiaries pursued legal challenges to the EPA’s decisions to deny small refinery exemptions for the 2016, 2018, 2019 and 2020 compliance years. The first lawsuit, filed against the EPA on May 6, 2022, before the U.S. Court of Appeals for the DC Circuit (the “DC Circuit”), sought to have the EPA’s reversal of our 2018 small refinery exemption petitions overturned. The second lawsuit, filed against the EPA on August 5, 2022, before the DC Circuit, sought to have the EPA’s reversal of our 2016 small refinery exemption petitions overturned and to have the EPA’s denial of our 2019 and 2020 small refinery exemption petitions reversed.

In addition, for both the 2016 and 2018 compliance years, pursuant to the June 2022 and April 2022 decisions, the EPA established an alternative compliance demonstration for small refineries pursuant to which the EPA is not imposing any obligations for the small refineries whose exemptions were reversed. On June 24, 2022, Growth Energy filedtwo lawsuits in the DC Circuit against the EPA, challenging the alternative compliance demonstration for the 2016 and 2018 compliance years. On July 25, 2022, certain of our subsidiaries intervened on behalf of the EPA to aid the defense of the EPA’s alternative compliance demonstration.

On July 26, 2024, the DC Circuit issued a favorable decision vacating the EPA’s denial of all of our small refinery exemption petitions, finding the denial to be unlawful. The DC Circuit remanded the small refinery exemption petitions to the EPA for new determination. The DC Circuit also upheld the alternative compliance demonstration and denied Growth Energy’s challenge.

On August 22, 2025, the EPA granted, in whole or in part, small refinery exemption petitions for our Woods Cross Refinery, our Cheyenne Refinery, our refinery in Casper, Wyoming (the “Casper Refinery”), and our refinery in Sinclair, Wyoming (the “Parco Refinery”) for various compliance years from 2019 to 2024. The EPA also denied, in whole or in part, small refinery exemption petitions for the Cheyenne Refinery, the Woods Cross Refinery, the Casper Refinery, and the Parco Refinery for various compliance years from 2019 to 2024.

In October 2025, certain of our subsidiaries filed lawsuits in the DC Circuit to overturn the EPA’s August 2025 denials and other actions.

On November 7, 2025, the EPA granted in whole small refinery exemption petitions for our refinery in Tulsa, Oklahoma (the “Tulsa East Refinery”) for compliance years 2023 and 2024. The EPA also granted partial exemptions for 12 small refinery exemption petitions from other refining companies and denied two petitions. On December 11, 2025, the Renewable Fuels Association filed a lawsuit in the DC Circuit to overturn the EPA’s November 2025 grants. On January 8, 2026, the DC Circuit consolidated the Renewable Fuels Association’s lawsuit with ours and other petitioners’ lawsuits regarding the EPA’s August 2025 exemption decisions. On January 12, 2026, certain of our subsidiaries filed a motion to intervene in the lawsuit to defend the EPA’s grant of our small refinery exemption petitions.

These lawsuits remain pending, and we are unable to estimate the costs we may incur, if any, at this time.

In January 2026, a fuel‑contamination incident at one of our product terminals in Colorado impacted certain of our branded and unbranded customers. We are currently unable to estimate the costs we may incur related to this incident at this time.

Contractual Commitments

We have various long-term agreements entered into in the normal course of business to purchase crude oil, natural gas, feedstocks and other resources to ensure we have adequate supplies to operate our refineries. The substantial majority of our purchase obligations are based on market prices or rates. These contracts expire between 2026 and 2031.

We also have long-term agreements with third parties for the transportation and storage of crude oil, natural gas and feedstocks to our refineries and for terminal and storage services that expire through 2038. Transportation and storage fees incurred under these agreements totaled $255 million, $238 million and $201 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The obligations described above are not associated with suppliers’ financing arrangements and are not reflected as liabilities.

NOTE 19: Segment Information

Our operations are organized into five reportable segments: Refining, Renewables, Marketing, Lubricants & Specialties and Midstream. Our operations that are not included in one of these five reportable segments are included in Corporate and Other. Intersegment transactions are eliminated in our consolidated financial statements and are included in Eliminations. Corporate and Other and Eliminations are aggregated and presented under the Corporate, Other and Eliminations column.

The Refining segment represents the operations of our El Dorado, Tulsa, Navajo, Woods Cross, Puget Sound, Parco and Casper refineries and HF Sinclair Asphalt Company LLC (“Asphalt”). Refining activities involve the purchase and refining of crude oil and wholesale marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed in the Mid-Continent, Southwest and Rocky Mountains extending into the Pacific Northwest geographic regions of the United States. Asphalt operates various asphalt terminals in Arizona, New Mexico and Oklahoma.

The Renewables segment represents the operations of our Cheyenne RDU, Artesia RDU, Sinclair RDU and the pre-treatment unit at our Artesia, New Mexico facility.

The Marketing segment represents branded fuel sales to Sinclair branded sites in the United States and licensing fees for the use of the Sinclair brand at additional locations throughout the country. The Marketing segment also includes branded fuel sales to non-Sinclair branded sites and revenues from other marketing activities. Our branded sites are located in several states across the United States with the highest concentration of the sites located in our West and Mid-Continent regions.

The Lubricants & Specialties segment includes Petro-Canada Lubricants’ production operations, located in Mississauga, Ontario, which produces lubricant products such as base oils, white oils, specialty products and finished lubricants, and the operations of our Petro-Canada Lubricants business that includes the marketing of products to both retail and wholesale outlets through a global sales network with locations in Canada, the United States and Europe. Additionally, the Lubricants & Specialties segment includes specialty lubricant products produced at our Tulsa Refineries that are marketed throughout North America and are distributed in Central and South America, and the operations of Red Giant Oil, one of the leading suppliers of locomotive engine oil in North America. Also, the Lubricants & Specialties segment includes Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.

The Midstream segment includes all of the operations of HEP, which owns and operates logistics and refinery assets consisting of petroleum product and crude oil pipelines, terminals, tankage and loading rack facilities in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. The Midstream segment also includes 50% ownership interests in each of Osage Pipeline Company, LLC, the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas, and Cushing Connect Pipeline & Terminal LLC, the owner of a pipeline running from Cushing, Oklahoma to Tulsa, Oklahoma, a 26.08% ownership interest in Saddle Butte Pipeline III, LLC, the owner of a pipeline running from the Powder River Basin to Casper, Wyoming, and a 49.995% ownership interest in Pioneer Investments Corp., the owner of a pipeline running from Sinclair, Wyoming to the North Salt Lake City, Utah terminal. Revenues and other income from the Midstream segment are earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations as well as revenues relating to pipeline transportation, terminalling operations and tankage facilities provided for our refining operations.

Our chief operating decision maker (“CODM”), who is also our Chief Executive Officer, evaluates the performance of our segments using segment Income from operations. The CODM uses segment Income from operations to allocate resources to each segment predominantly in the annual budgeting and forecasting process. Amounts included in Income before income taxes in our consolidated statements of income and excluded from our performance measure, Income from operations, include Other income (expense), net. Other income (expense), net includes Earnings of equity method investments, Interest income, Interest expenseand other items believed to be non-operating and/or non-recurring in nature. Assets by segment are not a measure used to assess our performance by the CODM and thus are not reported in our disclosures. Intersegment sales are generally derived from transactions made at prevailing market rates.

The accounting policies for our segments are the same as those described in the summary of significant accounting policies (see Note 1).

The following is a summary of the financial information of our reportable segments reconciled to the amounts reported in the consolidated financial statements.

(1)Refining segment intersegment revenues relate to transportation fuels sold to the Marketing segment. Midstream segment revenues relate to pipeline and terminalling services provided primarily to the Refining segment, including leases. These transactions eliminate in consolidation.

(2)Exclusive of Depreciation and amortization.

(3)Exclusive of Lower of cost or market inventory valuation adjustments.