HF Sinclair Corp

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 decisions 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 September 30, 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 nine months ended September 30, 2026, we received proceeds of $71 million and made principal payments of $25 million. In addition, we settled an obligation of $19 million through the transfer of owned precious metals, resulting in a non-cash gain of $14 million which represents the excess of the financing arrangement’s settlement value over the carrying value of the precious metals transferred. During the three months ended September 30, 2026, we entered into new financings under which we received precious metals with a fair value of $23 million and subsequently extinguished a previously existing financing arrangement with a different financial institution with a fair value of $23 million through the delivery of precious metals.

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. As of September 30, 2026, we had $12 million of outstanding letters of credit issued under these credit facilities.

See Note 13 “Debt” in the 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, the Planned Separation and the Mississauga Asset Retirement, expansion of our Midstream footprint, including our investment in the Western Gateway Pipeline System (“Western Gateway”), expansion of our Marketing footprint by growing the number of branded sites and increasing investment in our non-operating joint ventures, 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 on hand for dividend payments, which are at the discretion of our Board, and for the repurchase of common stock under the New Share Repurchase Program.

Our liquidity was approximately$5.3 billion at September 30, 2026, consisting of Cash and cash equivalents of $3.3 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 entities with strong credit standings and money market funds. Cash equivalents are stated at cost, which approximates market value.

Costs associated with the Mississauga Asset Retirement are currently estimated at $140 million and will be funded with cash on hand and operating cash flows in 2027. See Note 2 “Lubricants & Specialties Planned Separation and Mississauga Asset Retirement” for additional information.

Share Repurchases

On August 2, 2026, we repurchased 2,375,000 shares of our outstanding common stock from REH in a privately negotiated transaction under the 2024 Share Repurchase Program and pursuant to the Stock Purchase Agreement, dated August 2, 2026 (the “August 2026 Stock Purchase Agreement”), between us and REH. The price paid under the August 2026 Stock Purchase Agreement was $89.41 per share resulting in an aggregate purchase price of $212 million. The purchase price was funded with cash on hand.

On August 26, 2026, our Board approved the New Share Repurchase Program, which replaced all existing share repurchase programs, including the approximately $11 million remaining under the 2024 Share Repurchase Program. The New Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions, including transactions with REH, which are 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 to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The Board has discretion to cancel the New Share Repurchase Program at any time.

During the nine months ended September 30, 2026, we made open market and privately negotiated purchases of 8,982,193 shares for $741 million, exclusive of excise tax, under the 2024 Share Repurchase Program and the New Share Repurchase Program. As of September 30, 2026, we had remaining authorization to repurchase up to $1.2 billion under the New Share Repurchase Program.

Cash Flows – Operating Activities

Net cash flows provided by operating activities were $3,751 million for the nine months ended September 30, 2026, compared to Net cash flows provided by operating activitiesof $1,307 million for the nine months ended September 30, 2025, an increase of $2,444 million. Excluding non-cash impacts reflected in the reconciliation to net cash provided by operating activities, the increase wasprimarily driven by higher net income, favorable changes in working capital and a decrease in turnaround expenditures. Changes in working capital increased operating cash flows by $197 million for the nine months ended September 30, 2026, compared to $83 million for the nine months ended September 30, 2025. Additionally for the nine months ended September 30, 2026, turnaround expenditures were $289 million compared to $315 million for the nine months ended September 30, 2025.

Cash Flows – Investing Activities and Planned Capital Expenditures

For the nine months ended September 30, 2026, our Net cash flows used for investing activities were $416 million, which was inclusive of our acquisition of Industrial Oils Unlimited, LLC and our new joint venture, Green Trail Fuels, LLC. Cash expenditures for Properties, plants and equipment for the nine months ended September 30, 2026 were $357 million.

For the nine months ended September 30, 2025, our Net cash flows used for investing activities were $341 million. Cash expenditures for Properties, plants and equipmentfor the nine months ended September 30, 2025 were $318 million.

Our revised expected cash spending in 2026 for capital, turnaround and growth capital is as follows:

(1)Western Gateway: In August 2026, we entered into a joint venture with affiliates of Phillips 66 and Kinder Morgan to form Western Gateway. We will own a 15.0% interest in the joint venture while Phillips 66 and Kinder Morgan will own the remaining 49.9% and 35.1% interests, respectively. Western Gateway is a proposed 1,300-mile refined products pipeline system that would create a new fuel supply path from St. Louis, Missouri, and expanded Gulf Coast origin points to Arizona and California. Our investment in Western Gateway will be funded with cash on hand and operating cash flows. We expect to invest up to $750 million, of which $20 million is expected in 2026, with the remaining investment expected primarily between 2027 and 2029. See Note 1 “Description of Business and Presentation of Financial Statements” for additional information regarding Western Gateway.

Westline Connect: The Company is continuing to progress the previously announced multi-phased western expansion project and expects to reach a Final Investment Decision (“FID”) in the first quarter of 2027. The first phase would increase the capacity to move product supply from our Rockies production into Utah and Nevada by 35,000 barrels per day and is targeted to be online by 2029. We expect the project to be funded with cash on hand and operating cash flows. We anticipate providing additional information on capital spend following the FID date.

Marketing: We plan to expand our Marketing footprint through continued investment in our non-operating joint ventures. We expect to fund this growth through cash on hand and operating cash flows.

Cash Flows – Financing Activities

For the nine months ended September 30, 2026, our Net cash flows used for financing activities were $977 million. During the nine months ended September 30, 2026, we paid $273 million in Dividends, we repurchased $734 million of our Common stockand we received net proceeds of $46 million from financing arrangements.

For the nine months ended September 30, 2025, our Net cash flows used for financing activities were $323 million. During the nine months ended September 30, 2025, we paid $284 million in Dividends, repurchased $216 million of our Common Stock, repaid $350 million under the now-terminated revolving credit facility of our subsidiary, Holly Energy Partners, L.P., and received net proceeds of $474 million from the issuance and redemption of certain senior notes.

Contractual Obligations and Commitments

As of September 30, 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 nine months ended September 30, 2026, as described in Note 13 “Debt” of the Consolidated Financial Statements.

During the three months ended September 30, 2026, we entered into two additional agreements in the normal course of business with fixed and determinable quantities, representing estimated commitments of $3.2 billion and $80 million that will be incurred over the next 20 and 10 years, respectively. The additional agreements commence in 2027 and actual amounts paid under the agreements may vary based on commodity prices, inflation adjustments and other contractual terms.

As of September 30, 2026, there have been no material changes outside the ordinary course of business, in our contractual obligations since December 31, 2025. For additional information on our contractual obligations, refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.