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HF Sinclair Corp

For the period ended Mar 31, 2026. Filed May 1, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 1, 2026

DINO$97.18-0.6%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements (Unaudited):

NOTE 1: Description of Business and Basis of Presentation

Description of Business: References herein to HF Sinclair Corporation (“HF Sinclair” or the “Company”) include HF Sinclair and its consolidated subsidiaries. In these interim consolidated 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.

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 1,750 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 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.

Industrial Oils Unlimited Acquisition

In January 2026, we acquired Industrial Oils Unlimited for $38 million. Industrial Oils Unlimited is a producer of high-quality lubricants and specialty fluids with blending facilities in Tulsa, Oklahoma; Shreveport, Louisiana; and Little Rock and Fort Smith, Arkansas, as well as warehousing and terminal facilities in Pampa and Midland, Texas.

This transaction was accounted for as a business combination using the acquisition method of accounting, with the purchase price allocated to the fair value of the acquired Industrial Oils Unlimited assets and liabilities as of the acquisition date.

Basis of Presentation: The interim consolidated financial statements are unaudited. In management’s opinion, these interim consolidated financial statements include all normal recurring adjustments necessary for a fair presentation and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”). We believe that the disclosures in these interim consolidated financial statements are adequate to make the information presented not misleading. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the entire year. These interim unaudited consolidated financial statements with the notes herein have been condensed and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on February 27, 2026.

Accounting Pronouncements (Recently Adopted): In July 2025, ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets” was issued and offers a new optional practical expedient related to the estimation of future expected credit losses on accounts receivable. We adopted this ASU on a prospective basis, effective January 1, 2026, and it did not have a material impact on our interim consolidated financial statements and disclosures.

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 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: 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 Holly Energy Partners, L.P. (“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 variable interest entities 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 the affiliate of HEP owns 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:

March 31, 2026December 31, 2025
(In millions)
Cash and cash equivalents$2$1
Properties, plants and equipment, at cost103103
Less: accumulated depreciation(16)(15)
8788
Intangibles and other2728

NOTE 3: 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:

Three Months Ended March 31,
20262025
(In millions)
Revenues by type:
Refined product revenues:
Transportation fuels (1)$5,505$4,961
Lubricants and specialty products (2)586597
Asphalt, fuel oil and other products (3)393319
Total refined product revenues6,4845,877
Excess crude oil revenues (4)429383
Transportation and logistics services3129
Other revenues (5)17981
Total sales and other revenues$7,123$6,370
Three Months Ended March 31,
20262025
(In millions)
Refined product revenues by market: (6)
United States:
Mid-Continent$2,290$2,125
Rocky Mountains1,4051,227
Northwest1,2841,151
Southwest986854
Northeast200232
Canada247217
Other7271
Total refined product revenues$6,484$5,877

(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 and base oils.

(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 exceed our refineries’ current supply needs.

(5)Other revenues are principally attributable to our Refining, Marketing and Lubricants & Specialties segments. During the three months ended March 31, 2026, other revenues included $76 million in RIN sales.

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

As of March 31, 2026, 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:

Contractual MinimumRemainder of 202620272028ThereafterTotal
(In millions)
Refined product sales volumes (barrels)31342514104

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 March 31, 2026 are presented below:

Contractual MinimumRemainder of 202620272028ThereafterTotal
(In millions)
Midstream operations revenues$16$22$22$46$106

NOTE 4: Other Income (Expense), Net

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

Three Months Ended March 31,
20262025
(In millions)
Gain on settlement of precious metals$14$—
Gain on sale of assets and other12
Loss on sale of equity method investment (1)—(40)
Loss on early extinguishment of debt—(15)
Other income (expense), net$15$(53)

(1)During the three months ended March 31, 2025, we assigned our 50% ownership interest in Cheyenne Pipeline, LLC to our joint venture partner in exchange for the cancellation of certain future commitments.

NOTE 5: 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:

Level 1:Quoted prices in active markets for identical assets or liabilities.
Level 2:Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.
Level 3:Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.

The carrying amounts of derivative instruments, certain financing arrangements and environmental credit obligations as of March 31, 2026 and December 31, 2025 were as follows:

Fair Value by Input Level
Carrying AmountLevel 1Level 2Level 3
(In millions)
Assets:
Commodity forward contracts$31$—$31$—
Foreign currency forward contracts6—6—
Total assets$37$—$37$—
Liabilities:
NYMEX futures contracts$7$7$—$—
Commodity forward contracts27—27—
Financing arrangements - precious metals119—124—
Environmental credit obligations312—312—
Total liabilities$465$7$463$—
Fair Value by Input Level
Carrying AmountLevel 1Level 2Level 3
(In millions)
Assets:
Commodity forward contracts$5$—$5$—
Total assets$5$—$5$—
Liabilities:
Commodity forward contracts$5$—$5$—
Financing arrangements - precious metals94—96—
Foreign currency forward contracts6—6—
Environmental credit obligations46—46—
Total liabilities$151$—$153$—

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 foreign currency forward contracts is derived using market quotes for similar types of instruments. 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 financing arrangements, discussed in Note 11, is computed using quoted forward commodity prices. Environmental credit obligations are valued based on quoted prices from an independent pricing service.

See Note 12 for additional information on derivative instruments and hedging activities.

NOTE 6: Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated as Net income (loss) 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 (loss) per share reflects the dilutive effect of the incremental shares resulting from certain share-based awards. Anti-dilutive shares were immaterial for the periods presented.

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

Three Months Ended March 31,
20262025
(In millions, except share and per share data)
Net income (loss) attributable to HF Sinclair stockholders$648$(4)
Less: participating securities’ share in earnings (1)61
Net income (loss) attributable to common shares$642$(5)
Average number of common shares outstanding (in thousands):
Basic180,653188,488
Diluted180,653188,488
Basic earnings (loss) per share$3.56$(0.02)
Diluted earnings (loss) per share$3.56$(0.02)

(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 7: 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. Compensation expense for awards with pro-rata vesting is recognized ratably over the service 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 liability awards held nominal balances as of March 31, 2026 and December 31, 2025.

The stock-based compensation expense was $7 million and $5 million for the three months ended March 31, 2026 and 2025, respectively.

A summary of restricted stock units and performance share units activity during the three months ended March 31, 2026 is presented below:

Restricted Stock UnitsPerformance Share Units
Outstanding at January 1, 2026977,500755,516
Granted (1)8,768—
Vested(564)—
Forfeited(9,025)—
Outstanding at March 31, 2026976,679755,516

(1)For the three months ended March 31, 2026, the weighted average grant date fair value per unit for restricted stock units was $55.26.

NOTE 8: Inventories

Inventories consist of the following components:

March 31, 2026December 31, 2025
(In millions)
Crude oil$821$874
Other raw materials and unfinished products (1)714709
Finished products (2)1,3941,337
Lower of cost or market reserve(34)(706)
Crude oil and refined products2,8952,214
Process chemicals (3)4154
Repair and maintenance supplies and other (4)333305
Materials, supplies and other374359
Total inventories$3,269$2,573

(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 last-in, first-out cost or market based on market conditions at that time. The following table summarizes the lower of cost or market reserve activity:

Lower of Cost or Market Reserve Activity Summary:RefiningRenewablesTotal
(In millions)
Balance at December 31, 2025$604$102$706
Lower of cost or market inventory valuation adjustments(604)(68)(672)
Balance at March 31, 2026$—$34$34

NOTE 9: Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities consist of the following:

March 31, 2026December 31, 2025
(In millions)
Environmental credit obligations$333$64
Precious metal financing11994
Wage and other employee-related liabilities10188
Accrued taxes other than income3627
Accrued interest expense3465
Commodity and foreign currency derivatives3411
Environmental liabilities (1)2422
Financing lease liabilities1414
Other106108
Total accrued liabilities$801$493

Other long-term liabilities consist of the following:

March 31, 2026December 31, 2025
(In millions)
Environmental liabilities (1)$168$167
Financing lease liabilities7275
Asset retirement obligations6968
Other139168
Total other long-term liabilities$448$478

(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 $4 million and $(1) million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 10: Income Taxes

Three Months Ended March 31,
20262025
(In millions)
Income (loss) before income taxes$839$(1)
Income tax expense$189$1
Effective income tax rate (1)22.5%(205.2)%

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

For the three months ended March 31, 2026, the effective tax rate was higher than the statutory rate of 21.0%, which was primarily due to state and local income taxes on pre-tax earnings, partially offset by the benefits of nontaxable renewable fuel incentives. For the three months ended March 31, 2025, the effective tax rate was lower than the statutory rate of 21.0% primarily due to the relationship between pre-tax results, taxable permanent differences and discrete tax adjustments.

NOTE 11: Debt

HF Sinclair Credit Agreement

We have a $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. The HF Sinclair Credit Agreement may be used for revolving credit loans and letters of credit and is available to fund general corporate purposes.

At March 31, 2026, we were in compliance with all covenants and hadno outstanding borrowings or letters of credit under the HF Sinclair Credit Agreement.

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

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 three months ended March 31, 2026, we received proceeds of $71 million, made principal payments of $25 million and realized non-cash settlements on obligations of $19 million related to such agreements.

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 March 31, 2026, 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:

Carrying Amount (1)
Maturity DateMarch 31, 2026December 31, 2025
(In millions)
HF Sinclair Senior Notes:
5.000% Senior NotesFebruary 2028$499$499
4.500% Senior NotesOctober 2030325325
5.750% Senior NotesJanuary 2031650650
5.500% Senior NotesSeptember 2032500500
6.250% Senior NotesJanuary 2035750750
2,7242,724
HollyFrontier Senior Notes:
4.500% Senior NotesOctober 20307575
7575
HEP Senior Notes:
5.000% Senior NotesFebruary 202811
11
Total Senior Notes2,8002,800
HF Sinclair Credit AgreementApril 2030——
——
Total debt at face value$2,800$2,800
Unamortized discount and debt issuance costs(29)(31)
Long-term debt$2,771$2,769

(1)As of March 31, 2026 and December 31, 2025, the carrying amounts of our Senior Notes equaled the principal amounts.

The fair values of the senior notes are as follows:

March 31, 2026December 31, 2025
(In millions)
HF Sinclair, HollyFrontier and HEP Senior Notes$2,831$2,858

These fair values are based on a Level 2 input. See Note 5 for additional information on Level 2 inputs.

NOTE 12: 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, other feedstocks and refined products and volatility in the price of natural gas used in our 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.

Economic Hedges

We periodically enter into commodity and futures contracts to lock in prices for forecasted inventory purchases and sales, basis swaps to mitigate exposure to natural gas price volatility, and forward purchase and sale agreements to lock in basis spread differentials for forecasted crude oil and refined product transactions. Additionally, we periodically use collar contracts to mitigate exposure to natural gas price volatility. These contracts serve as economic hedges. We also have forward currency contracts to fix the rate of foreign currency. In addition, our precious metals financing arrangements discussed in Note 11 could require repayment under certain conditions based on the future pricing of 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:

Gain (Loss) Recognized in Net Income · Statements of Operations Classification · Three Months Ended March 31,
2026 · 2025
(In millions)
Derivatives not designated as hedging instruments:
Commodity contractsCost of materials and other$(60)$3
Interest expense35
Foreign currency contractsOther income (expense), net7—
Total$(50)$8

As of March 31, 2026, we have the following notional amounts related to outstanding derivative instruments:

Notional Contract Volumes by Year of Maturity
Total Outstanding Notional20262027Unit of Measure
Derivatives not designated as cash flow hedging instruments:
NYMEX futures (WTI) - short1,480,0001,480,000—Barrels
Commodity forward contracts - long2,144,7762,144,776—Barrels
Commodity forward contracts - short1,882,0001,882,000—Barrels
Foreign currency forward contracts522,000,000381,294,900140,705,100Canadian dollar
Forward platinum contracts (1)62,37127,44534,926Troy ounces

(1) Represents an embedded derivative within our precious metals financing arrangements, which may be refinanced or require repayment under certain conditions. See Note 11 for additional information on these financing arrangements.

The following table presents 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.

Derivatives in Net Asset Position · Derivatives in Net Liability Position
Gross Assets · Gross Liabilities Offset in Balance Sheet · Net Assets Recognized in Balance Sheet · Gross Liabilities · Gross Assets Offset in Balance Sheet · Net Liabilities Recognized in Balance Sheet
(In millions)
Derivatives not designated as cash flow hedging instruments:
NYMEX futures contracts$—$—$—$7$—$7
Commodity forward contracts - long17—1713—13
Commodity forward contracts - short14—1414—14
Financing arrangements - precious metals embedded derivative———9—9
Foreign currency forward contracts6—6———
Total$37$—$37$43$—$43
Balance sheet classification:Prepayments and other$37Accrued liabilities$43
Derivatives not designated as cash flow hedging instruments:
Commodity forward contracts - long$3$—$3$2$—$2
Commodity forward contracts - short2—23—3
Financing arrangements - precious metals embedded derivative———33—33
Foreign currency forward contracts———6—6
Total$5$—$5$44$—$44
Balance sheet classification:Prepayments and other$5Accrued liabilities$44

NOTE 13: Stockholders’ Equity

In May 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 Advisors Inc. (“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.

As of March 31, 2026, we had remaining authorization to repurchase up to $383 million under the 2024 Share Repurchase Program.

The following table presents the total open market purchases of shares under our share repurchase program for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,
20262025
(In millions, except share data)
Number of shares repurchased1,514,810—
Cash paid for shares repurchased$76$—

During the three months ended March 31, 2026 and 2025, we withheld 205 and 1,221 shares, respectively, of our common stock from certain employees. These nominal 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.

On May 1, 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 June 2, 2026 to holders of record of common stock on May 11, 2026.

NOTE 14: Other Comprehensive Income (Loss)

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

Before-TaxTax Expense(Benefit)After-Tax
(In millions)
Net change in foreign currency translation adjustment$(9)$(2)$(7)
Net change in pension and other post-retirement benefit obligations(1)—(1)
Other comprehensive loss attributable to HF Sinclair stockholders$(10)$(2)$(8)
Net change in foreign currency translation adjustment$5$1$4
Net change in pension and other post-retirement benefit obligations(1)—(1)
Other comprehensive income attributable to HF Sinclair stockholders$4$1$3

Reclassifications out of Accumulated other comprehensive loss and into the Consolidated Statements of Operations were nominal for the three months ended March 31, 2026 and 2025.

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

March 31, 2026December 31, 2025
(In millions)
Foreign currency translation adjustment$(37)$(30)
Unrealized gain on post-retirement benefit obligations34
Accumulated other comprehensive loss$(34)$(26)

NOTE 15: Commitments and Contingencies

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

In August 2025, the EPA granted and denied, in whole or in part, small refinery exemption petitions for our Woods Cross, Cheyenne, Casper and Parco refineries for various compliance years from 2019 to 2024. In October 2025, certain of our subsidiaries filed lawsuits in the U.S. Court of Appeals for the District of Columbia Circuit (the “DC Circuit”) to overturn the EPA’s August 2025 denials and other actions (the “August 2025 cases”). In November 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 and partially granted exemptions to several other refining companies. In December 2025, the Renewable Fuels Association filed a lawsuit challenging those exemptions, and the proceedings were subsequently consolidated with the August 2025 cases (the “Consolidated Cases”). In January 2026, certain of our subsidiaries intervened in the Consolidated Cases to defend the EPA’s grant of our Tulsa East Refinery exemptions. The DC Circuit has entered a briefing schedule in the Consolidated Cases, with our opening brief due on July 10, 2026.

Separately, in March 2026, the DC Circuit heard oral arguments in two severed cases arising from the EPA’s August 2025 decisions, including one addressing the denial of our Parco refinery’s exemption petition for the 2024 compliance year. On April 7, 2026, the DC Circuit issued a unanimous decision in our favor, holding that the EPA erred in deeming the Parco refinery ineligible for an exemption from its Renewable Fuel Standard obligations for the 2024 compliance year. The DC Circuit vacated the EPA’s denial and remanded the matter to the agency for a new decision on Parco refinery’s small refinery exemption petition.

These matters remain pending, and we are unable to estimate the impact at this time.

NOTE 16: 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, Rocky Mountains and 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. Branded fuel is also sold to non-Sinclair branded sites and includes revenues from other marketing activities. Our branded sites are located in several states across the United States with the highest concentration of sites in our West and Mid-Continent regions. In February 2026, we formed the joint venture Green Trail Fuels, LLC in which we hold a 50% non-operating economic interest. The joint venture includes various retail sites across Colorado and New Mexico and is supplied fuel by our proximate regional refineries.

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 facilities that are marketed throughout North America and are distributed in Central and South America and includes 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, and 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 (loss) from operations. The CODM uses segment Income (loss) from operationsto allocate resources and assess performance of the Company’s segments. Amounts included in Income (loss) before income taxes in our consolidated statements of operations and excluded from our performance measure, Income (loss) 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 in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

RefiningRenewablesMarketingLubricants & SpecialtiesMidstreamCorporate, Other and EliminationsConsolidatedTotal
(In millions)
Sales and other revenues:
Revenues from external customers$5,439$208$792$653$31$—$7,123
Intersegment revenues and other (1)832126—1135(1,094)—
6,271334792654166(1,094)7,123
Cost of sales: (2)
Cost of materials and other (3)5,691178756450—(1,095)5,980
Lower of cost or market inventory valuation adjustments(604)(68)————(672)
Operating expenses46822—74591624
5,55513275652459(1,094)5,932
Selling, general and administrative expenses (2)57184225115
Depreciation and amortization145198241914229
Income (loss) from operations$514$182$20$64$86$(19)$847
Earnings of equity method investments8
Interest income10
Interest expense(41)
Other income, net15
Income before income taxes$839
Capital expenditures$64$1$18$6$12$1$102
Sales and other revenues:
Revenues from external customers$4,923$94$686$638$29$—$6,370
Intersegment revenues and other (1)72896——127(951)—
5,651190686638156(951)6,370
Cost of sales: (2)
Cost of materials and other (3)5,140183652453—(952)5,476
Lower of cost or market inventory valuation adjustments(116)(1)————(117)
Operating expenses46123—64462596
5,48520565251746(950)5,955
Selling, general and administrative expenses (2)54173624104
Depreciation and amortization137237221818225
Other operating expenses, net5—————5
Income (loss) from operations$(30)$(39)$20$63$90$(23)$81
Earnings of equity method investments11
Interest income9
Interest expense(49)
Other expense, net(53)
Loss before income taxes$(1)
Capital expenditures$58$1$6$10$9$2$86

(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.

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