HF Sinclair Corp

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The plans to pursue a separation of our Lubricants & Specialties segment and related transformation activities may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that a separation, if completed, will achieve the intended financial, strategic and operational benefits.

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As described under “Overview” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and Item 5 “Other Information,” on July 28, 2026, we announced our plans to pursue a separation of our Lubricants & Specialties segment through the capital markets, creating a new independent, publicly traded company (the “Potential Separation”). As part of this transformation, we have also made the decision to retire our Mississauga, Ontario base oil refining assets (the “Mississauga Base Oil Plant”), with the transition expected to be substantially completed over the course of 2027 (the “Mississauga Asset Retirement”). The Potential Separation is intended to be tax-free for us and our shareholders and is expected to be executed over the next twelve to eighteen months. Completion of the Potential Separation is subject to the final approval of our Board of Directors and will be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, the receipt and continuing validity of a private letter ruling from the Internal Revenue Service (“IRS”), the receipt of a tax opinion from U.S. tax counsel, the filing and effectiveness of any registration statements with the SEC, the receipt of other regulatory and contractual approvals, and the availability of financing for the separated Lubricants & Specialties business on satisfactory terms.

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The related Mississauga Asset Retirement may involve significant costs, charges and liabilities, including costs associated with noncash accelerated depreciation, amortization, and asset write-off charges, employee severance and separation costs, contract termination costs, asset retirement obligations, and other associated plant shut down costs and execution risks, in addition to potential environmental liabilities. The timing and amount of these costs, charges and liabilities are subject to uncertainty due to, among other factors, regulatory requirements, environmental or site conditions, labor matters and other market conditions. If the Mississauga Asset Retirement is not completed on the timeline currently contemplated, is not completed at all, or if the costs, charges or liabilities associated with it exceed our expectations, our ability to realize the anticipated benefits of the Mississauga Asset Retirement or the Potential Separation could be affected.

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The Potential Separation is complex in nature, and unanticipated changes or developments could delay or prevent the completion of the Potential Separation or cause the Potential Separation to occur on terms or conditions that are different or less favorable than expected. Whether or not we complete the Potential Separation, we may face significant challenges in connection with the transaction, including, without limitation:

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•the diversion of the attention of our Board of Directors and senior management from the pursuit of our business strategy and long-term planning and of our management and employees from day-to-day operations;

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•our ability to maintain operational, commercial, data and information technology, intellectual property, human resources, finance, legal, sales and marketing continuity where necessary between the two companies;

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•costs and expenses related to the Potential Separation are expected to be significant, including costs related to commercial and operational dis-synergies, restructuring and other transaction expenses, expenses related to establishing stand-alone operational, commercial, personnel, and digital and technology infrastructure and accounting, tax, legal, and other professional services expenses, any of which may be higher than initially expected;

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•retaining existing business and operational relationships, including with customers, suppliers, employees, and other counterparties;

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•failing to successfully promote retention, as well as motivate and maintain efficient and effective labor and employee relations;

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•obtaining any required regulatory licenses, operating authority, or contractual consents;

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•determining the appropriate allocations of assets and liabilities between the two companies, as well as the terms governing the relationship between the two companies following the Potential Separation; and

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•potential negative reactions from investors and other external stakeholders.

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In addition, while it is expected that the transaction would be generally tax-free for U.S. federal income tax purposes to us and our shareholders, no assurances can be provided that the transaction will qualify for such treatment. If the transaction is ultimately determined to be taxable, this could result in significant U.S. federal income tax liabilities for us and our shareholders.

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There can be no assurance that the Potential Separation, if completed, will achieve the intended financial, strategic and operational benefits (which are based on a number of assumptions, some or all of which may prove to be incorrect) or provide greater value to our stockholders than that reflected in the current price of our common stock, or that the dis-synergies of the separation will not exceed the anticipated amounts. The market price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the uncertainties described above.

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If the Potential Separation occurs, the two companies will each be less diversified companies with more concentrated areas of focus. As a result, each may become more vulnerable to changing macroeconomic and market conditions; the results of operations, cash flows, effective tax rate, and other financial and operating metrics of each company may be subject to increased volatility; and the ability of each company to fund capital expenditures and investments, pay dividends, and service debt may be diminished. To the extent challenges related to the proposed separation adversely affect our business, they may also have the effect of heightening other risks disclosed in our 2025 Form 10-K, any of which could materially and adversely affect our business, results of operations and the price of our common stock.