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
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Liquidity and Capital Resources
We have a disciplined capital allocation strategy focused on preserving financial flexibility, enabling us to execute our capital priorities and generate long-term value for our stockholders. Consistent with that strategy, we seek to self-fund development projects and make strategic investments focused on profitable growth, while reducing our debt and returning cash to stockholders through dividends and share repurchases.
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 to one year subject to the terms and conditions set forth in the HF Sinclair Credit Agreement. The HF Sinclair Credit Agreement includes an accordion feature that allows us to increase such commitments to an aggregate principal amount of up to $2.75 billion. 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 had no 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. 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.
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.
See Note 11 “Debt” in the Notes to Consolidated Financial Statements for additional information on our debt instruments.
Liquidity
We believe our current Cash and cash equivalents, along with future internally generated cash flow and funds available under our credit facilities, will provide sufficient resources to fund currently planned capital projects and our current liquidity needs. We expect that, to the extent necessary, we can raise additional funds through equity or debt financings in the public and private capital markets. Further, we may 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 depend on prevailing market conditions, our liquidity requirements and other factors. In addition, components of our long-term growth strategy include the optimization of existing units at our facilities, expansion of our Midstream footprint and selective acquisition of complementary assets for our operations intended to capture synergies and increase earnings and cash flow. We also expect to use cash for payment of cash dividends, which are at the discretion of our Board of Directors, and for the repurchase of common stock under the 2024 Share Repurchase Program.
Our liquidity was approximately$3.1 billion at March 31, 2026, consisting of Cash and cash equivalents of $1.1 billion and $2.0 billion available underthe HF Sinclair Credit Agreement.
We consider all highly liquid instruments with a maturity of three months or less at the time of purchase to be cash equivalents. These primarily consist of investments in liquid, highly rated instruments issued by financial institutions, government and corporate entities with strong credit standings and money market funds. Cash equivalents are stated at cost, which approximates market value.
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.
During the three months ended March 31, 2026, we made open market purchases of 1,514,810 shares for $76 million under our 2024 Share Repurchase Program. As of March 31, 2026, we had remaining authorization to repurchase up to $383 million under the 2024 Share Repurchase Program.
Cash Flows – Operating Activities
Net cash flows provided by operating activities were $457 million for the three months ended March 31, 2026, compared to Net cash flows used for operating activities of $89 million for the three months ended March 31, 2025, an increase of $546 million, primarily driven by changes in working capital. Changes in working capital increased operating cash flows by $316 million for the three months ended March 31, 2026, and decreased operating cash flows by $144 million for the three months ended March 31, 2025.
Cash Flows – Investing Activities and Planned Capital Expenditures
For the three months ended March 31, 2026, our Net cash flows used for investing activities were $161 million, which was inclusive of our acquisition of Industrial Oils Unlimited, LLC and our investment in Green Trail Fuels, LLC. Cash expenditures for Properties, plants and equipment for the three months ended March 31, 2026 were $102 million.
For the three months ended March 31, 2025, our Net cash flows used for investing activities were $85 million. Cash expenditures for Properties, plants and equipmentfor the three months ended March 31, 2025 were $86 million.
Expected capital and turnaround cash spending for 2026 is as follows:
| Expected Cash Spending | |
|---|---|
| (In millions) | |
| Capital Expenditures: | |
| Refining | $225 |
| Renewables | 6 |
| Marketing | 30 |
| Lubricants & Specialties | 25 |
| Midstream | 30 |
| Corporate | 9 |
| Turnarounds and catalyst | 325 |
| Total sustaining | $650 |
| Growth capital | 125 |
| Total | $775 |
Cash Flows – Financing Activities
For the three months ended March 31, 2026, our Net cash flows used for financing activities were $125 million. During the three months ended March 31, 2026, we paid $91 million in Dividends, we repurchased $76 million of our Common stockand we received net proceeds of $46 million from financing arrangements.
For the three months ended March 31, 2025, our Net cash flows used for financing activities were $80 million. During the three months ended March 31, 2025, we paid $95 million in Dividends, repaid $350 million under the now-terminated revolving credit facility of our subsidiary, Holly Energy Partners, L.P., and had net proceeds from the issuance and redemption of certain senior notes of $387 million.
Contractual Obligations and Commitments
As of March 31, 2026, our contractual obligations included debt obligations, interest payments related to debt obligations, financing arrangements, supply agreements, transportation and storage agreements, operating and finance leases, and other long-term obligations and commitments. In the ordinary course of business, we had debt-related activities during the three months ended March 31, 2026, as described in Note 11 “Debt” of the Consolidated Financial Statements.
There were no material changes outside the ordinary course of business with respect to our contractual obligations during the three months ended March 31, 2026.
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