HF Sinclair Corp

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 at two of our facilities in Wyoming and one 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.

Market Developments

For the year ended December 31, 2025, Net income attributable to HF Sinclair stockholders was $579 million compared to $177 million for the year ended December 31, 2024. Adjusted refinery gross margin per produced barrel sold in our Refining segment for 2025 increased 47% over the year ended December 31, 2024.

In the Refining segment, we saw improved refining margins in the Mid-Continent and West regions in 2025. Small refinery RINs waivers granted by the EPA increased adjusted refinery gross margins by $485 million. Additionally, our results were impacted by planned turnarounds at our Parco, Puget Sound and Tulsa refineries that were completed during 2025. For the first quarter of 2026, we expect to run between 585,000-615,000 barrels per day of crude oil, which reflects the planned turnarounds at our Puget Sound and Woods Cross refineries.

In the Renewables segment, we saw lower volumes and margins. Margins were negatively impacted by the lower value of benefit from the recognition of the Producer’s Tax Credit (“PTC”) in 2025 compared to the Blender’s Tax Credit in 2024. Margins were also impacted by volatility in feedstock costs, RINs and LCFS prices. For the first quarter of 2026, we expect continued volatility in RINs and LCFS prices and to capture incrementally more value from the PTC.

In the Marketing segment, we saw strong value in the Sinclair branded sites during 2025 as the marketing business provided a consistent sales channel with margin uplift for our produced fuels. We expect to grow the number of branded sites by approximately 10% annually. In February 2026, we announced the formation of Green Trail Fuels, LLC, a new joint venture in which we will hold a 50% non-operating economic interest. The joint venture will include retail sites across Colorado and New Mexico and will be supplied fuel by our refineries, strengthening our branded marketing footprint in the Rocky Mountain and Southwest regions.

In the Lubricants & Specialties segment, we continued to improve our sales mix optimization and base oil integration across our portfolio during 2025. Our results were impacted by the planned turnaround at our Mississauga facility and headwinds related to base oil margins. In the first quarter of 2026, we completed our acquisition of Industrial Oils Unlimited, LLC for $38 million, which will enable us to continue improving our sales mix optimization and base oil integration efforts across our portfolio.

In the Midstream segment, our results benefited from higher third-party pipeline revenues and lower operating expenses in 2025.

We continue to adjust our operational plans to evolving market conditions. The extent to which our future results are affected by volatile regional and global economic conditions, including ongoing tariff and trade negotiations, will depend on various factors and consequences beyond our control.

On May 7, 2024, our Board of Directors authorized a $1.0 billion share repurchase program (the “2024 Share Repurchase Program”). The timing and amount of share repurchases under the 2024 Share Repurchase Program, including those from REH Advisors Inc. (“REH”), will depend on market conditions and corporate, tax, regulatory and other relevant conditions. We repurchased 6,908,293 shares for $340 million for the year ended December 31, 2025, under open market and privately negotiated purchases.

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

One Big Beautiful Bill Act

On July 4, 2025, the President signed the One Big Beautiful Bill Act (“OBBBA”) into law. Among other things, OBBBA extends the PTC under Section 45Z through the end of 2029, indefinitely extends the first-year depreciation allowance on qualified property placed in service after January 19, 2025, and extends and enhances many of the provisions enacted under the 2017 Tax Cuts and Jobs Act. The enactment of OBBBA did not materially impact our results of operations but did reduce cash taxes paid.

Renewable Fuel Standard Regulations

Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the Renewable Fuel Standard (“RFS”) regulations, which increased the volume of renewable fuels mandated to be blended into the nation’s fuel supply. The regulations, in part, require refiners to annually increase amounts of “renewable fuels” relative to their petroleum products or purchase credits, known as RINs, in lieu of such blending. Compliance with RFS regulations significantly increases our Cost of materials and other, with RINs costs totaling $475 million for the year ended December 31, 2025. Small refinery RINs waivers granted by the EPA increased pre-tax earnings by $485 million, of which $203 million was recognized in Cost of materials and other and $282 million was recognized in Sales and other revenues. At December 31, 2025, our open RINs credit obligations were $43 million.

HF Sinclair Management and Audit Committee Process

As previously disclosed, the Audit Committee of our Board of Directors engaged in an assessment of certain matters relating to the Company’s disclosure processes in relation to the reporting of the Company’s financial results for the fourth quarter of 2025 and full-year 2025. That assessment began in January 2026 after Mr. Atanas Atanasov, the Company’s Executive Vice President and Chief Financial Officer, raised concerns that certain actions taken by Mr. Tim Go, Chief Executive Officer and President, created an unfavorable “tone at the top” in relation to the 2025 disclosure processes. The Company’s management and the Audit Committee, with the support of external legal counsel, reviewed the concerns and other relevant information. In the course of these reviews, the Board of Directors developed separate concerns about the approach taken by Mr. Go in some communications made to management during the 2025 disclosure processes. Also, as previously discussed, on February 17, 2026, the Board of Directors received a request from Mr. Go to take a voluntary leave of absence from his duties as an officer and director of the Company. The Board of Directors accepted Mr. Go’s request, and his leave commenced on such date.

On February 17, 2026, the Board of Directors also appointed the current Chairperson of the Board of Directors, Mr. Franklin Myers, as Chief Executive Officer and President of the Company on a temporary basis.

Also, during the latter stages of this review, a separate concern developed relating to certain actions taken by Mr. Atanasov bearing upon the review process conducted by the Company’s management and the Audit Committee and the viability of his future working relationships with other members of the Company’s management team. After discussion of these concerns, on February 24, 2026, the Board of Directors received a request from Mr. Atanasov to take a voluntary leave of absence from his duties. The Board of Directors accepted Mr. Atanasov’s request, and his leave commenced on such date. Also on February 24, 2026, the Board of Directors appointed Mr. Vivek Garg, the Company’s Vice President, Chief Accounting Officer and Controller, as acting Chief Financial Officer of the Company, effective as of such date. See Item 9B “Other Information.”

The Company currently expects to negotiate a mutually agreeable separation arrangement with each of Mr. Go and Mr. Atanasov.

The Audit Committee has completed its review and has concluded that the certain actions referenced above did not create an unfavorable “tone at the top” in relation to the 2025 disclosure processes and that the Company’s disclosure controls and procedures are effective. See Item 9A “Controls and Procedures.”

A more detailed discussion of our financial and operating results for the years ended December 31, 2025 and 2024 is presented in the following sections.