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HF Sinclair
DINO
#1470
Rank
HK$123.04 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
HK$692.13
Share price
-0.45%
Change (1 day)
103.58%
Change (1 year)
๐Ÿ›ข Oil&Gas โšก Energy
Categories
  1. HF Sinclair
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2026 Q2

HF Sinclair - 10-Q quarterly report FY2026 Q2


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
FORM 10-Q
_________________________________________________________________
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2026
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from    __________   to   ____________         
Commission File Number 001-41325
HF_Sinclair_Logo_RGB.jpg
_________________________________________________________________
HF SINCLAIR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware87-2092143
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)
2323 Victory Avenue, Suite 1400
Dallas, Texas
75219
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (214) 871-3555
_________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 par valueDINONew York Stock Exchange
NYSE Texas, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒
177,783,849 shares of Common Stock, par value $0.01 per share, were outstanding on July 24, 2026.





TABLE OF CONTENTS
 
 Page
Forward-Looking Statements
3
Definitions
5
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
6
Consolidated Balance Sheets (Unaudited)
6
Consolidated Statements of Operations (Unaudited)
7
Consolidated Statements of Comprehensive Income (Unaudited)
8
Consolidated Statements of Cash Flows (Unaudited)
9
Consolidated Statements of Equity (Unaudited)
10
Notes to Consolidated Financial Statements (Unaudited):
12
Note 1: Description of Business and Basis of Presentation
12
Note 2: Cushing Connect Joint Venture
13
Note 3: Revenues
14
Note 4: Other Operating Expenses, Net
15
Note 5: Other Income (Expense), Net
15
Note 6: Fair Value Measurements
16
Note 7: Earnings Per Share
17
Note 8: Stock-Based Compensation
18
Note 9: Inventories
18
Note 10: Accrued Liabilities and Other Long-Term Liabilities
19
Note 11: Income Taxes
19
Note 12: Debt
20
Note 13: Derivative Instruments and Hedging Activities
21
Note 14: Stockholders’ Equity
23
Note 15: Other Comprehensive Income (Loss)
25
Note 16: Commitments and Contingencies
26
Note 17: Segment Information
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
30
Overview
30
Results of Operations
32
Liquidity and Capital Resources
43
Critical Accounting Policies and Estimates
45
Risk Management
45
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles
47
Item 3. Quantitative and Qualitative Disclosures About Market Risk
51
Item 4. Controls and Procedures
52
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
53
Item 1A. Risk Factors
54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
55
Item 5. Other Information
56
Item 6. Exhibits
57
Signatures
58
2

FORWARD-LOOKING STATEMENTS

References herein to HF Sinclair Corporation (“HF Sinclair”) include HF Sinclair and its consolidated subsidiaries. In this document, the words “we,” “our,” “ours” and “us” refer only to HF Sinclair and its consolidated subsidiaries or to HF Sinclair or an individual subsidiary and not to any other person, with certain exceptions.

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, but not limited to, those under “Overview,” “Results of Operations,” “Liquidity and Capital Resources” and “Risk Management” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those in Part II, Item 1 “Legal Proceedings” are forward-looking statements. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may” and similar expressions and statements regarding our plans and objectives for future operations. These statements are based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. All statements concerning our expectations for future results of operations are based on forecasts for our existing operations and do not include the potential impact of any future acquisitions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:

•the demand for and supply of feedstocks, crude oil and refined products, including uncertainty regarding societal expectations that companies address climate impacts and greenhouse gas emissions;
•risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in our markets;
•the spread between market prices for refined products and market prices for crude oil;
•the possibility of constraints on the transportation of crude oil, refined products or lubricant and specialty products;
•the possibility of inefficiencies, curtailments or shutdowns in refinery or other production facility operations or pipelines, whether due to reductions in demand, accidents, unexpected leaks or spills, unscheduled shutdowns, infection in the workforce, weather events, global health events, civil unrest, expropriation of assets, and other economic, diplomatic, legislative, or political events or developments, terrorism, cyberattacks, vandalism or other catastrophes or disruptions affecting our operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing at our suppliers, customers, or third-party providers, and any potential asset impairments resulting from, or the failure to have adequate insurance coverage for or receive insurance recoveries from, such actions;
•the effects of current and/or future governmental and environmental regulations and policies, including compliance with, or exemptions from, existing, new and changing environmental, health and safety laws and regulations, related reporting requirements and pipeline integrity programs;
•the availability and cost of our financing;
•the effectiveness of our capital investments and marketing strategies;
•our efficiency in carrying out and consummating construction projects, including our ability to complete announced capital projects on time and within capital guidance;
•our ability to timely obtain or maintain permits, including those necessary for operations or capital projects;
•our ability to acquire complementary assets or businesses to our existing assets and businesses on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies of any such transaction on the expected timeline;
•the possibility of vandalism or other disruptive activity, or terrorist or cyberattacks, and the consequences of any such activities or attacks;
•uncertainty regarding the effects and duration of global hostilities, war or any associated military campaigns, including those in oil producing regions, such as the ongoing military conflict in the Middle East, which may disrupt crude oil supplies and markets for our refined products and create instability in the financial markets that could restrict our ability to raise capital;
•general economic conditions, including uncertainties regarding trade policies, such as the imposition or implementation of tariffs, or economic slowdowns caused by a local or national recession or other adverse economic conditions, such as periods of increased or prolonged inflation;
•limitations on our ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations;
3

•the possibility that strategic transactions related to our Lubricants & Specialties segment may not be completed on the contemplated terms or timeline, or may not be completed at all, and the possibility that, if completed, such strategic transactions will not achieve the intended financial, strategic and operational benefits;
•the possibility that asset retirements may incur significant costs, charges and liabilities beyond our expectations, may not be completed on the contemplated timeline or may not be completed at all; and
•other business, financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Quarterly Report on Form 10-Q, including, without limitation, the forward-looking statements that are referred to above. You should not put any undue reliance on any forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth under the heading “Risk Factors” included in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025, in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 and in conjunction with the discussion in this Quarterly Report on Form 10-Q in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Overview,” “Results of Operations,” “Liquidity and Capital Resources” and “Risk Management.” All forward-looking statements included in this Quarterly Report on Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
4

DEFINITIONS

Within this report, the following terms have these specific meanings:

“Adjusted refinery gross margin per produced barrel sold” is total Refining segment gross margin plus Lower of cost or market inventory valuation adjustments, Depreciation and amortization and Operating expenses, divided by sales volumes of produced refined products. This margin measure excludes the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to volumes in inventory at the end of the period.
“ASU” means Accounting Standards Update.
“Base oil” is a lubricant grade oil initially produced from refining crude oil or through chemical synthesis that is used in producing lubricant products such as lubricating greases, motor oil and metal processing fluids.
“BOHO spread” or “bean oil-heating oil spread” is a common measure in the biodiesel industry and is the difference between market prices for soybean oil and petroleum heating oil.
“BPD” means the number of barrels per calendar day of crude oil or petroleum products.
“BPSD” means the number of barrels per stream day (barrels of capacity in a 24-hour period) of crude oil or petroleum products.
“Crack spread” is a common measure in the refining industry and is the difference between market prices for refined products and crude oil.
“EPA” means the U.S. Environmental Protection Agency.
“LCFS” means Low Carbon Fuel Standard.
“LPG” means liquefied petroleum gases.
“Lubricant” or “lube” means a solvent neutral paraffinic product used in commercial heavy duty engine oils, passenger car oils and specialty products for industrial applications such as heat transfer, metalworking, rubber and other general process oil.
“PTU” means pre-treatment unit.
“RDU” means renewable diesel unit.
“Renewable diesel” means a diesel fuel derived from renewable feedstock such as vegetable oil or animal fats that is produced through various processes, most commonly through hydrotreating, reacting the feedstock with hydrogen under temperatures and pressure in the presence of a catalyst.
“RINs” means renewable identification numbers and refers to serial numbers assigned to credits generated from renewable fuel production under the EPA’s Renewable Fuel Standard regulations, which require blending renewable fuels into the nation’s fuel supply. In lieu of blending, refiners may purchase these transferable credits in order to comply with the regulations.
“Sour crude oil” means crude oil containing quantities of sulfur greater than 0.4 percent by weight, while “sweet crude oil” means crude oil containing quantities of sulfur equal to or less than 0.4 percent by weight.
“Wax crude oil” is a low sulfur, low gravity crude oil produced in the Uinta Basin in Eastern Utah that has certain characteristics that require specific facilities to transport, store and refine into transportation fuels.
“White oil” is an extremely pure, highly-refined petroleum product that has a wide variety of applications ranging from pharmaceutical to cosmetic products.
“WTI” means West Texas Intermediate and is a grade of crude oil used as a common benchmark in oil pricing. WTI is a sweet crude oil and has a relatively low density.


5


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

HF SINCLAIR CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
June 30, 2026December 31, 2025
 (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$2,262 $978 
Accounts receivable, net: Product and transportation1,595 1,033 
Crude oil resales150 103 
1,745 1,136 
Inventories: Crude oil and refined products (Note 9)
2,917 2,214 
Materials, supplies and other359 359 
3,276 2,573 
Income taxes receivable2 47 
Prepayments and other102 78 
Total current assets7,387 4,812 
Properties, plants and equipment, at cost 11,518 11,392 
Less: accumulated depreciation(5,088)(4,859)
6,430 6,533 
Operating lease right-of-use assets362 349 
Other assets: Turnaround costs
876 883 
Goodwill 2,978 2,978 
Equity method investments
259 226 
Intangibles and other702 729 
4,815 4,816 
Total assets$18,994 $16,510 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$2,489 $1,902 
Income taxes payable149 5 
Operating lease liabilities90 85 
Accrued liabilities (Note 10)
1,020 493 
Total current liabilities3,748 2,485 
Long-term debt, net (Note 12)
2,772 2,769 
Noncurrent operating lease liabilities 297 289 
Deferred income taxes1,356 1,240 
Other long-term liabilities (Note 10)
471 478 
Total liabilities8,644 7,261 
Commitments and Contingencies (Note 16)
Equity:
HF Sinclair stockholders’ equity:
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued
— — 
Common stock, $0.01 par value – 320,000,000 shares authorized; 223,231,546 shares issued as of June 30, 2026 and December 31, 2025
2 2 
Additional capital6,021 6,008 
Retained earnings6,733 5,373 
Accumulated other comprehensive loss (Note 15)
(46)(26)
Common stock held in treasury, at cost – 45,447,697 and 41,443,642 shares as of June 30, 2026 and December 31, 2025
(2,425)(2,173)
Total HF Sinclair stockholders’ equity10,285 9,184 
Noncontrolling interests
65 65 
Total equity10,350 9,249 
Total liabilities and equity$18,994 $16,510 
See accompanying notes.
6


HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions except share and per share data)

Three Months Ended June 30,Six Months Ended June 30,
 2026202520262025
Sales and other revenues (Note 3)
$10,390 $6,784 $17,513 $13,154 
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)
8,133 5,440 14,113 10,916 
Lower of cost or market inventory valuation adjustments (Note 9)
30 148 (642)31 
Operating expenses654 572 1,278 1,168 
8,817 6,160 14,749 12,115 
Selling, general and administrative expenses (1)
130 114 245 218 
Depreciation and amortization228 226 457 451 
Other operating expenses, net (Note 4)
47 9 47 14 
Total operating costs and expenses9,222 6,509 15,498 12,798 
Income from operations
1,168 275 2,015 356 
Other income (expense):
Earnings of equity method investments6 10 14 21 
Interest income15 7 25 16 
Interest expense(20)(53)(61)(102)
Other income (expense), net (Note 5)
3 7 18 (46)
4 (29)(4)(111)
Income before income taxes1,172 246 2,011 245 
Income tax expense (Note 11):
Current249 32 345 32 
Deferred30 4 123 5 
279 36 468 37 
Net income 893 210 1,543 208 
Less: net income attributable to noncontrolling interests
1 2 3 4 
Net income attributable to HF Sinclair stockholders$892 $208 $1,540 $204 
Earnings per share attributable to HF Sinclair stockholders:
Basic$4.93 $1.10 $8.48 $1.07 
Diluted$4.93 $1.10 $8.48 $1.07 
Average number of common shares outstanding (in thousands):
Basic179,417 188,110 180,032 188,298 
Diluted179,417 188,110 180,032 188,298 
(1)Exclusive of Depreciation and amortization.
(2)Exclusive of Lower of cost or market inventory valuation adjustments.

See accompanying notes.
7


HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in millions)
 
 Three Months Ended June 30,Six Months Ended June 30,
 2026202520262025
Net income $893 $210 $1,543 $208 
Other comprehensive income (loss):
Foreign currency translation adjustments(12)31 (21)36 
Cash flow hedging instruments:
Change in fair value(3)— (3)— 
Reclassifications to net income1 — 1 — 
Net unrealized loss on hedging instruments(2)— (2)— 
Post-retirement healthcare plans gain reclassified to net income(1)(1)(2)(2)
Other comprehensive income (loss) before income taxes
(15)30 (25)34 
Income tax expense (benefit)(3)6 (5)7 
Other comprehensive income (loss)
(12)24 (20)27 
Comprehensive income
881 234 1,523 235 
Less: comprehensive income attributable to noncontrolling interests
1 2 3 4 
Comprehensive income attributable to HF Sinclair stockholders
$880 $232 $1,520 $231 

See accompanying notes.

8


HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
 Six Months Ended June 30,
 20262025
Cash flows from operating activities:
Net income $1,543 $208 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization457 451 
Asset impairments47 1 
Lower of cost or market inventory valuation adjustments(642)31 
Earnings of equity method investments, net of distributions(12)(1)
Loss on early extinguishment of debt— 16 
Gain on sale of assets— (1)
Loss on sale of equity method investment— 40 
Deferred income tax expense123 5 
Equity-based compensation expense15 13 
Change in fair value – derivative instruments(56)40 
(Increase) decrease in current assets:
Accounts receivable(609)(96)
Inventories(65)(25)
Income taxes receivable45 17 
Prepayments and other(7)3 
Increase (decrease) in current liabilities:
Accounts payable608 (22)
Income taxes payable145 — 
Accrued liabilities551 156 
Turnaround expenditures(175)(284)
Other, net(1)(54)
Net cash provided by operating activities1,967 498 
Cash flows from investing activities:
Additions to properties, plants and equipment(220)(197)
Acquisitions, net of cash acquired(38)— 
Investment in equity method investment(22)— 
Proceeds from sale of assets— 2 
Other, net— 2 
Net cash used for investing activities(280)(193)
Cash flows from financing activities:
Purchase of treasury stock, inclusive of excise tax(255)(50)
Dividends(180)(190)
Payments on financing arrangements(25)— 
Distributions to noncontrolling interests(3)(6)
Proceeds from financing arrangements71 — 
Redemption of senior notes— (1,007)
Repayments under credit agreements— (350)
Proceeds from issuance of senior notes— 1,394 
Deferred financing costs— (19)
Other, net(8)(11)
Net cash used for financing activities(400)(239)
Effect of exchange rate on cash flow(3)8 
Cash and cash equivalents:
Net change for the period1,284 74 
Cash and cash equivalents at beginning of period978 800 
Cash and cash equivalents at end of period$2,262 $874 
Supplemental disclosure of cash flow information:
Cash paid for interest$(83)$(63)
Decrease in accrued and unpaid capital expenditures$(16)$(8)
See accompanying notes.
9














HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited, in millions except share and per share data)

Three Months Ended June 30, 2026
Common Stock Additional CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury Stock
Non-controlling Interests
Total
Equity
Shares (1)
Amount
Shares (1)
Amount
Balance at March 31, 2026223,231$2 $6,015 $5,930 $(34)42,958$(2,249)$65 $9,729 
Net income
— — — 892 — — — 1 893 
Dividends ($0.50 declared per common share)
— — — (89)— — — — (89)
Other comprehensive loss, net of tax
— — — — (12)— — — (12)
Issuance of common shares under incentive compensation plans— — (2)— — (33)2 — — 
Equity-based compensation— — 8 — — — — — 8 
Treasury stock acquired and excise tax
— — — — — 2,523 (178)— (178)
Distributions to noncontrolling interests
— — — — — — — (1)(1)
Balance at June 30, 2026223,231 $2 $6,021 $6,733 $(46)45,448 $(2,425)$65 $10,350 


Three Months Ended June 30, 2025
Common Stock Additional CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury Stock
Non-controlling Interests
Total
Equity
Shares (1)
Amount
Shares (1)
Amount
Balance at March 31, 2025223,231$2 $6,003 $5,071 $(44)34,824$(1,845)$66 $9,253 
Net income
— — — 208 — — — 2 210 
Dividends ($0.50 declared per common share)
— — — (95)— — — — (95)
Other comprehensive income, net of tax
— — — — 24 — — — 24 
Issuance of common shares under incentive compensation plans— — — — — (4)— — — 
Equity-based compensation— — 8 — — — — — 8 
Treasury stock acquired and excise tax
— — — — — 1,331(50)— (50)
Distributions to noncontrolling interests
— — — — — — — (2)(2)
Balance at June 30, 2025223,231 $2 $6,011 $5,184 $(20)36,151 $(1,895)$66 $9,348 
(1)In thousands.

See accompanying notes.













10














HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited, in millions except share and per share data)

Six Months Ended June 30, 2026
Common Stock Additional CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury Stock
Non-controlling Interests
Total
Equity
Shares (1)
Amount
Shares (1)
Amount
Balance at December 31, 2025223,231$2 $6,008 $5,373 $(26)41,444$(2,173)$65 $9,249 
Net income
— — — 1,540 — — — 3 1,543 
Dividends ($1.00 declared per common share)
— — — (180)— — — — (180)
Other comprehensive loss, net of tax
— — — — (20)— — — (20)
Issuance of common shares under incentive compensation plans— — (2)— — (34)2 — — 
Equity-based compensation— — 15 — — — — — 15 
Treasury stock acquired and excise tax
— — — — — 4,038 (254)— (254)
Distributions to noncontrolling interests
— — — — — — — (3)(3)
Balance at June 30, 2026223,231 $2 $6,021 $6,733 $(46)45,448 $(2,425)$65 $10,350 

Six Months Ended June 30, 2025
Common Stock Additional CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury Stock
Non-controlling Interests
Total
Equity
Shares (1)
Amount
Shares (1)
Amount
Balance at December 31, 2024223,231$2 $5,998 $5,170 $(47)34,826$(1,845)$68 $9,346 
Net income
— — — 204 — — — 4 208 
Dividends ($1.00 declared per common share)
— — — (190)— — — — (190)
Other comprehensive income, net of tax
— — — — 27 — — — 27 
Issuance of common shares under incentive compensation plans— — — — — (7)— — — 
Equity-based compensation— — 13 — — — — — 13 
Treasury stock acquired and excise tax
— — — — — 1,332 (50)— (50)
Distributions to noncontrolling interests
— — — — — — — (6)(6)
Balance at June 30, 2025223,231 $2 $6,011 $5,184 $(20)36,151 $(1,895)$66 $9,348 
(1)In thousands.

See accompanying notes.
11
HF SINCLAIR CORPORATION
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 1,800 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, we 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.

On July 28, 2026, we announced the decision to retire our Mississauga, Ontario base oil refining assets, with the transition expected to be substantially completed by the second half of 2027.

Industrial Oils Unlimited Acquisition
In January 2026, we acquired Industrial Oils Unlimited for a total consideration of $40 million. Total cash paid for the net identifiable assets recognized, net of cash acquired, was $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 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 our consolidated financial statements.

12
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


In May 2026, ASU 2026-02, “Environmental Credits and Environmental Credit Obligations” was issued. ASU 2026-02 provides recognition, measurement, presentation and disclosure requirements for all entities that generate or receive environmental credits, or have a regulatory compliance obligation that may be settled with environmental credits. This update is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and is required to be adopted retrospectively. Early adoption is permitted. We are currently assessing the impact that adoption of this guidance will have on our consolidated financial statements and related disclosures.


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 under GAAP 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 HEP constructed 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:

June 30, 2026December 31, 2025
(In millions)
Cash and cash equivalents$4 $1 
Properties, plants and equipment, at cost103 103 
Less: accumulated depreciation
(17)(15)
86 88 
Intangibles and other26 28 


13
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


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 June 30,Six Months Ended June 30,
2026202520262025
(In millions)
Revenues by type:
Refined product revenues:
Transportation fuels (1)
$8,318 $5,344 $13,823 $10,305 
Lubricants and specialty products (2)
879 583 1,465 1,180 
Asphalt, fuel oil and other products (3)
587 393 980 712 
Total refined product revenues9,784 6,320 16,268 12,197 
Excess crude oil revenues (4)
310 345 739 728 
Transportation and logistics services32 29 63 58 
Other revenues (5)
264 90 443 171 
Total sales and other revenues$10,390 $6,784 $17,513 $13,154 

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(In millions)
Refined product revenues by market: (6)
United States:
Mid-Continent$3,364 $2,221 $5,654 $4,346 
Rocky Mountains2,324 1,370 3,729 2,597 
Northwest1,893 1,290 3,177 2,441 
Southwest1,416 919 2,402 1,773 
Northeast309 200 509 432 
Canada391 251 638 468 
Other
87 69 159 140 
Total refined product revenues$9,784 $6,320 $16,268 $12,197 

(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, Renewables, Marketing and Lubricants & Specialties segments. During the three months ended June 30, 2026, other revenues included Refining RINs sales of $163 million. During the six months ended June 30, 2026, other revenues included Refining and Renewables RINs sales of $239 million.
(6)Revenues are allocated to markets based on the location where the sale originated.

14
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


As of June 30, 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 Minimum
Remainder of 2026
20272028ThereafterTotal
(In millions)
Refined product sales volumes (barrels)20 34 25 14 93 

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 June 30, 2026 are as follows:

Contractual Minimum
Remainder of 2026
20272028ThereafterTotal
(In millions)
Midstream operations revenues$11 $22 $22 $45 $100 


NOTE 4:Other Operating Expenses, Net

During the three and six months ended June 30, 2026, we recorded an impairment charge of $47 million related to the abandonment of certain assets under construction in our Renewables segment. During the three and six months ended June 30, 2025, Other operating expenses, net primarily relates to decommissioning and closure costs of $8 million in our Refining segment.


NOTE 5:Other Income (Expense), Net

Other income (expense), net consists of the following:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(In millions)
Gain on settlement of precious metals$— $— $14 $— 
Gain on sale of assets and other 2 7 3 8 
Gain on foreign currency transactions1 1 1 2 
Loss on sale of equity method investment (1)
— — — (40)
Loss on early extinguishment of debt— (1)— (16)
Other income (expense), net$3 $7 $18 $(46)
(1)During the six months ended June 30, 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.


15
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 6: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 June 30, 2026 and December 31, 2025 were as follows:
Fair Value by Input Level
Carrying AmountLevel 1Level 2Level 3
(In millions)
June 30, 2026
Assets:
Commodity contracts$8 $3 $4 $1 
Foreign currency forward contracts14 — 14 — 
Total assets$22 $3 $18 $1 
Liabilities:
Commodity contracts$5 $— $5 $— 
Financing arrangements - precious metals
95 — 99 — 
Environmental credit obligations498 — 498 — 
Total liabilities$598 $— $602 $— 

Fair Value by Input Level
Carrying AmountLevel 1Level 2Level 3
(In millions)
December 31, 2025
Assets:
Commodity contracts$5 $— $5 $— 
Total assets$5 $— $5 $— 
Liabilities:
Commodity contracts$5 $— $5 $— 
Financing arrangements - precious metals
94 — 96 — 
Foreign currency forward contracts6 — 6 — 
Environmental credit obligations46 — 46 — 
Total liabilities$151 $— $153 $— 

16
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


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 12, is computed using quoted forward commodity prices. Environmental credit obligations are valued based on quoted prices from an independent pricing service.

Level 3 Fair Value Measurements: Certain of our commodity price swap contracts are measured using unobservable Level 3 inputs that adjust the fair value for regional pricing and grade differentials.

See Note 13 for additional information on derivative instruments and hedging activities.


NOTE 7:Earnings Per Share

Basic earnings per share is calculated as Net income 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 per share reflects the dilutive effect of the incremental shares resulting from certain share-based awards.

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

 Three Months Ended June 30,Six Months Ended June 30,
 2026202520262025
 
(In millions, except share and per share data)
Net income attributable to HF Sinclair stockholders$892 $208 $1,540 $204 
Less: participating securities’ share in earnings (1)
7 2 13 2 
Net income attributable to common shares$885 $206 $1,527 $202 
Average number of common shares outstanding (in thousands):
Basic
179,417 188,110 180,032 188,298 
Diluted
179,417 188,110 180,032 188,298 
Basic earnings per share$4.93 $1.10 $8.48 $1.07 
Diluted earnings per share$4.93 $1.10 $8.48 $1.07 
(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.


17
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 8: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 had nominal balances as of June 30, 2026 and December 31, 2025.

The stock-based compensation expense was $10 million for each of the three months ended June 30, 2026 and 2025, respectively. The stock-based compensation expense was $17 million and $15 million for the six months ended June 30, 2026 and 2025, respectively.

A summary of restricted stock units and performance share units activity during the six months ended June 30, 2026 is presented below:
Restricted Stock UnitsPerformance Share Units
Outstanding at January 1, 2026
977,500 755,516 
Granted (1)
43,209 163,609 
Vested(33,644)— 
Forfeited(214,821)(435,851)
Outstanding at June 30, 2026
772,244 483,274 
(1)For the six months ended June 30, 2026, the weighted average grant date fair value per unit for restricted stock units and performance share units was $68.28 and $70.49, respectively.


NOTE 9:Inventories

Inventories consist of the following components:
June 30, 2026December 31, 2025
(In millions)
Crude oil$759 $874 
Other raw materials and unfinished products (1)
875 709 
Finished products (2)
1,347 1,337 
Lower of cost or market reserve(64)(706)
Crude oil and refined products2,917 2,214 
Process chemicals (3)
55 54 
Repair and maintenance supplies and other (4)
304 305 
Materials, supplies and other359 359 
Total inventories$3,276 $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.

18
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


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: Refining RenewablesTotal
(In millions)
Balance at December 31, 2025
$604 $102 $706 
Lower of cost or market inventory valuation adjustments(604)(38)(642)
Balance at June 30, 2026
$— $64 $64 


NOTE 10:Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities consist of the following:
June 30, 2026December 31, 2025
(In millions)
Environmental credit obligations
$521 $64 
Wage and other employee-related liabilities166 88 
Financing arrangements - precious metals95 94 
Accrued interest expense64 65 
Accrued taxes other than income34 27 
Environmental liabilities (1)
24 22 
Financing lease liabilities
14 14 
Commodity and foreign currency derivatives
5 11 
Other97 108 
Total accrued liabilities$1,020 $493 

Other long-term liabilities consist of the following:
June 30, 2026December 31, 2025
(In millions)
Environmental liabilities (1)
$186 $167 
Financing lease liabilities
71 75 
Asset retirement obligations68 68 
Other146 168 
Total other long-term liabilities$471 $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 $23 million and $3 million for the three months ended June 30, 2026 and 2025, respectively, and $27 million and $2 million for the six months ended June 30, 2026 and 2025, respectively.


NOTE 11:Income Taxes
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(In millions)
Income before income taxes$1,172 $246 $2,011 $245 
Income tax expense
$279 $36 $468 $37 
Effective income tax rate (1)
23.9 %14.5 %23.3 %15.1 %
(1)    Due to rounding of reported numbers, some amounts may not calculate exactly.

19
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


For the three and six months ended June 30, 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 from the benefits of nontaxable renewable fuel incentives. For the three and six months ended June 30, 2025, the effective tax rate was lower than the statutory rate of 21.0% primarily due to the relationship between pre-tax results and a discrete tax benefit associated with the revaluation of deferred tax liabilities from state tax law changes enacted in the second quarter of 2025.


NOTE 12: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 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 June 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 six months ended June 30, 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 June 30, 2026, we had letters of credit totaling a nominal amount under such credit facilities.

20
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The principal and carrying amounts of Long-term debt are as follows:
Carrying Amount (1)
Maturity DateJune 30, 2026December 31, 2025
(In millions)
HF Sinclair Senior Notes:
5.000% Senior Notes
February 2028$499 $499 
4.500% Senior Notes
October 2030325 325 
5.750% Senior Notes
January 2031650 650 
5.500% Senior Notes
September 2032500 500 
6.250% Senior Notes
January 2035750 750 
2,724 2,724 
HollyFrontier Senior Notes:
4.500% Senior Notes
October 203075 75 
75 75 
HEP Senior Notes:
5.000% Senior Notes
February 20281 1 
1 1 
Total Senior Notes2,800 2,800 
HF Sinclair Credit Agreement
April 2030— — 
— — 
Total debt at face value$2,800 $2,800 
Unamortized discount and debt issuance costs(28)(31)
Long-term debt$2,772 $2,769 
(1)As of June 30, 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:
June 30, 2026December 31, 2025
(In millions)
HF Sinclair, HollyFrontier and HEP Senior Notes$2,834 $2,858 

These fair values are based on a Level 2 input. See Note 6 for additional information on Level 2 inputs.


NOTE 13: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.

21
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Accounting Hedges
We periodically have swap contracts to lock in basis spread differentials on forecasted purchases of crude oil and forward sales contracts that lock in the prices of future sales of crude oil and refined product. These contracts have been designated as accounting hedges and are measured at fair value with offsetting adjustments (gains/losses) recorded directly to other comprehensive income. These fair value adjustments are later reclassified to earnings as the hedging instruments mature.

For both the three and six months ended June 30, 2026 and 2025, the amounts recorded in other comprehensive income and reclassified from accumulated other comprehensive into earnings were nominal.

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. We also have forward currency contracts to fix the rate of foreign currency. These contracts serve as economic hedges.

We also enter into precious metals financing arrangements, which as discussed in Note 12, could require repayment under certain conditions based on the future pricing of precious metals, resulting in an embedded derivative. These financing arrangements have embedded derivatives that are measured at fair value with changes in fair value recorded in Interest expense.

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 June 30,Six Months Ended June 30,
2026202520262025
(In millions)
Derivatives not designated as hedging instruments:
Commodity contractsCost of materials and other$7 $14 $(53)$11 
Interest expense23 (10)26 (15)
Foreign currency contractsOther income (expense), net8 (18)15 (18)
Total$38 $(14)$(12)$(22)

As of June 30, 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 designated as cash flow hedging instruments:
WTI crude oil price swaps - long
325,000 325,000 — Barrels
Sub-octane gasoline and diesel price swaps - short325,000 325,000 — Barrels
Derivatives not designated as cash flow hedging instruments:
Commodity contracts - long1,219,8471,219,847—Barrels
Commodity contracts - short1,428,7651,428,765—Barrels
Foreign currency forward contracts522,000,000240,589,800281,410,200
Canadian 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 12 for additional information on these financing arrangements.

22
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


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 PositionDerivatives in Net Liability Position
Gross AssetsGross Liabilities Offset in Balance SheetNet Assets Recognized in Balance SheetGross LiabilitiesGross Assets Offset in Balance SheetNet Liabilities Recognized in Balance Sheet
 
(In millions)
June 30, 2026
Derivatives designated as cash flow hedging instruments:
WTI crude oil price swaps - long$— $— $— $3 $— $3 
Sub-octane gasoline and diesel price swaps - short1 — 1 — — — 
Total$1 $— $1 $3 $— $3 
Derivatives not designated as cash flow hedging instruments:
Commodity contracts - long$3 $— $3 $— $— $— 
Commodity contracts - short4 — 4 2 — 2 
Foreign currency forward contracts14 — 14 — — — 
Forward platinum contracts (1)
— — — — (15)(15)
Total$21 $— $21 $2 $(15)$(13)
Balance sheet classification:Prepayments and other$22 Accrued liabilities$(10)
December 31, 2025
Derivatives not designated as cash flow hedging instruments:
Commodity contracts - long$3 $— $3 $2 $— $2 
Commodity contracts - short2 — 2 3 — 3 
Foreign currency forward contracts— — — 6 — 6 
Forward platinum contracts (1)
— — — 33 — 33 
Total$5 $— $5 $44 $— $44 
Balance sheet classification:Prepayments and other$5 Accrued liabilities$44 
(1)Represents an embedded derivative within our precious metals financing arrangements, which may be refinanced or require repayment under certain conditions. See Note 12 for additional information on these financing arrangements.


NOTE 14: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.

23
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


On May 18, 2026, we repurchased 1,455,180 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 May 18, 2026 (the “May 2026 Stock Purchase Agreement”), between us and REH. The price paid under the May 2026 Stock Purchase Agreement was $68.72 per share resulting in an aggregate purchase price of $100 million. The purchase price was funded with cash on hand.

As of June 30, 2026, we had remaining authorization to repurchase up to $208 million under the 2024 Share Repurchase Program.

The following table presents the total open market and privately negotiated purchases of shares under our share repurchase program for the three and six months ended June 30, 2026 and 2025:

 Three Months Ended June 30,Six Months Ended June 30,
 2026202520262025
(In millions, except share data)
Number of shares repurchased (1)
2,509,918 1,329,7254,024,7281,329,725
Cash paid for shares repurchased$175 $50 $251 $50 
(1)During the three and six months ended June 30, 2026, 1,455,180 shares were repurchased for $100 million pursuant to privately negotiated repurchases from REH. No such privately negotiated repurchases were made during the six months ended June 30, 2025.

During the six months ended June 30, 2026 and 2025, we withheld 12,971 and 2,351 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 income taxes on behalf of officers and employees who elected to have shares withheld from vested amounts to pay such taxes.

On July 28, 2026, our Board of Directors declared a regular quarterly dividend in the amount of $0.525 per share, an increase of 5% over our previous dividend of $0.50 per share. The dividend is payable on September 2, 2026 to holders of record of common stock on August 11, 2026.


24
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 15: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)
Three Months Ended June 30, 2026
Net change in foreign currency translation adjustment$(12)$(2)$(10)
Net unrealized loss on hedging instruments(2)— (2)
Net change in pension and other post-retirement benefit obligations(1)(1)— 
Other comprehensive loss attributable to HF Sinclair stockholders$(15)$(3)$(12)
Three Months Ended June 30, 2025
Net change in foreign currency translation adjustment$31 $6 $25 
Net change in pension and other post-retirement benefit obligations(1)— (1)
Other comprehensive income attributable to HF Sinclair stockholders$30 $6 $24 
Six Months Ended June 30, 2026
Net change in foreign currency translation adjustment$(21)$(4)$(17)
Net unrealized loss on hedging instruments(2)— (2)
Net change in pension and other post-retirement benefit obligations(2)(1)(1)
Other comprehensive loss attributable to HF Sinclair stockholders$(25)$(5)$(20)
Six Months Ended June 30, 2025
Net change in foreign currency translation adjustment$36 $6 $30 
Net change in pension and other post-retirement benefit obligations(2)1 (3)
Other comprehensive income attributable to HF Sinclair stockholders$34 $7 $27 

The following table presents the line item effects for reclassifications out of accumulated other comprehensive income (“AOCI”) and into the consolidated statements of operations:

Three Months Ended June 30,
20262025
AOCI ComponentGain (Loss) Reclassified from AOCI
Statements of Operations Line Item
(In millions)
Hedging instruments:
Commodity price swaps$(1)$— Sales and other revenues
(1)— Income tax benefit
— — Net of tax
Post-retirement healthcare obligations1 1 Other income (expense), net
1 — Income tax expense
— 1 Net of tax
Total reclassifications for the period$— $1 
25
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Six Months Ended June 30,
20262025
AOCI ComponentGain (Loss) Reclassified from AOCI
Statements of Operations Line Item
(In millions)
Hedging instruments:
Commodity price swaps$(1)$— Sales and other revenues
(1)— Income tax benefit
— — Net of tax
Post-retirement healthcare obligations2 2 Other income (expense), net
1 1 Income tax expense
1 1 Net of tax
Total reclassifications for the period$1 $1 

Accumulated other comprehensive loss in the equity section of our consolidated balance sheets includes:
June 30, 2026December 31, 2025
 (In millions)
Foreign currency translation adjustment$(47)$(30)
Unrealized loss on hedging activities
(2)— 
Unrealized gain on post-retirement benefit obligations3 4 
Accumulated other comprehensive loss$(46)$(26)


NOTE 16: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. Our opening brief was filed with the DC Circuit in July 2026, and the EPA’s response brief is due in November 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 EPA for a new decision on Parco refinery’s small refinery exemption petition. The DC Circuit issued its mandate on April 24, 2026. After the EPA failed to issue a new decision within 90 days of the mandate, we filed an emergency motion on July 24, 2026, seeking enforcement of the mandate or, alternatively, a writ of mandamus compelling the EPA to issue a new decision on our Parco refinery’s 2024 SRE petition.

These matters remain pending, and we are unable to estimate the impact at this time.
26
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




NOTE 17: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 in Mississauga, Ontario, which produce lubricant products such as base oils, white oils, specialty products and finished lubricants, as well as Petro-Canada Lubricants’ marketing operations, which distribute 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 the Sinclair Lubricants brand and specialty lubricant products produced at our Tulsa facilities that are marketed throughout North America and distributed in Central and South America, and the operations of Red Giant Oil, one of the leading suppliers of locomotive engine oil in North America. The Lubricants & Specialties segment also includes Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe, and Industrial Oils Unlimited, a producer of high-quality lubricants and specialty fluids with blending, warehousing and terminal facilities in the United States.

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 operations to 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 expense and 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.

27
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


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 & SpecialtiesMidstream
Corporate, Other and Eliminations
Consolidated
Total
(In millions)
Three Months Ended June 30, 2026
Sales and other revenues:
Revenues from external customers$7,747 $243 $1,370 $998 $32 $— $10,390 
Intersegment revenues and other (1)
1,481 243 — 1 135 (1,860)— 
9,228 486 1,370 999 167 (1,860)10,390 
Cost of sales: (2)
Cost of materials and other (3)
7,649 339 1,332 674 — (1,861)8,133 
Lower of cost or market inventory valuation adjustments— 30 — — — — 30 
Operating expenses491 23 — 78 60 2 654 
8,140 392 1,332 752 60 (1,859)8,817 
Selling, general and administrative expenses (2)
65 1 10 41 2 11 130 
Depreciation and amortization146 16 8 25 18 15 228 
Other operating expenses, net
— 47 — — — — 47 
Income (loss) from operations$877 $30 $20 $181 $87 $(27)$1,168 
Earnings of equity method investments6 
Interest income15 
Interest expense(20)
Other income, net
3 
Income before income taxes
$1,172 
Capital expenditures$69 $1 $25 $7 $11 $5 $118 
Three Months Ended June 30, 2025
Sales and other revenues:
Revenues from external customers$5,158 $131 $826 $641 $28 $— $6,784 
Intersegment revenues and other (1)
861 127 — 4 129 (1,121)— 
6,019 258 826 645 157 (1,121)6,784 
Cost of sales: (2)
Cost of materials and other (3)
5,045 238 792 486 — (1,121)5,440 
Lower of cost or market inventory valuation adjustments172 (24)— — — — 148 
Operating expenses441 22 — 63 45 1 572 
5,658 236 792 549 45 (1,120)6,160 
Selling, general and administrative expenses (2)
52 — 9 43 2 8 114 
Depreciation and amortization134 26 7 22 19 18 226 
Other operating expenses, net
9 — — — — — 9 
Income (loss) from operations$166 $(4)$18 $31 $91 $(27)$275 
Earnings of equity method investments10 
Interest income7 
Interest expense(53)
Other income, net
7 
Income before income taxes
$246 
Capital expenditures$71 $— $11 $11 $12 $6 $111 


28
HF SINCLAIR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
RefiningRenewablesMarketingLubricants & SpecialtiesMidstream
Corporate, Other and Eliminations
Consolidated
Total
(In millions)
Six Months Ended June 30, 2026
Sales and other revenues:
Revenues from external customers$13,186 $451 $2,162 $1,651 $63 $— $17,513 
Intersegment revenues and other (1)
2,313 369 — 2 270 (2,954)— 
15,499 820 2,162 1,653 333 (2,954)17,513 
Cost of sales: (2)
Cost of materials and other (3)
13,340 517 2,088 1,124 — (2,956)14,113 
Lower of cost or market inventory valuation adjustments(604)(38)— — — — (642)
Operating expenses959 45 — 152 119 3 1,278 
13,695 524 2,088 1,276 119 (2,953)14,749 
Selling, general and administrative expenses (2)
122 2 18 83 4 16 245 
Depreciation and amortization291 35 16 49 37 29 457 
Other operating expenses, net— 47 — — — — 47 
Income (loss) from operations$1,391 $212 $40 $245 $173 $(46)$2,015 
Earnings of equity method investments14 
Interest income25 
Interest expense(61)
Other income, net
18 
Income before income taxes
$2,011 
Capital expenditures$133 $2 $43 $13 $23 $6 $220 
Six Months Ended June 30, 2025
Sales and other revenues:
Revenues from external customers$10,081 $225 $1,512 $1,278 $58 $— $13,154 
Intersegment revenues and other (1)
1,589 223 — 5 255 (2,072)— 
11,670 448 1,512 1,283 313 (2,072)13,154 
Cost of sales: (2)
Cost of materials and other (3)
10,185 421 1,444 939 — (2,073)10,916 
Lower of cost or market inventory valuation adjustments56 (25)— — — — 31 
Operating expenses902 45 — 127 91 3 1,168 
11,143 441 1,444 1,066 91 (2,070)12,115 
Selling, general and administrative expenses (2)
106 1 16 79 4 12 218 
Depreciation and amortization271 49 14 44 37 36 451 
Other operating expenses, net14 — — — — — 14 
Income (loss) from operations$136 $(43)$38 $94 $181 $(50)$356 
Earnings of equity method investments21 
Interest income16 
Interest expense(102)
Other expense, net
(46)
Income before income taxes
$245 
Capital expenditures$130 $1 $16 $20 $21 $9 $197 
(1)Refining intersegment revenues relate to transportation fuels sold to the Marketing segment. Renewables intersegment revenues relate to the sale of transportation fuels and RINs sold to the Refining segment. Midstream intersegment 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.

29

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Item 2 contains “forward-looking” statements. See “Forward-Looking Statements” at the beginning of Part I of this Quarterly Report on Form 10-Q. In this document, the words “we,” “our,” “ours” and “us” refer only to HF Sinclair and its consolidated subsidiaries or to HF Sinclair or an individual subsidiary and not to any other person, with certain exceptions.

We use certain non-GAAP financial measures in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). For a description of each of the non-GAAP measures used in this MD&A, please refer to the discussion under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q. This Item 2 should be read in conjunction with our consolidated financial statements and the notes thereto included in this interim report. In addition, this Item 2 should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.


OVERVIEW

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 1,800 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, we 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.

On July 28, 2026, we announced 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 also made the decision to retire our Mississauga, Ontario base oil refining assets, with the transition expected to be substantially completed over the course of 2027 (the “Mississauga Asset Retirement”). The Lubricants & Specialties business will maintain the continued operations of its R&D laboratory, lubricant blending and packaging, as well as supply chain, logistics, and commercial operations, in the Ontario region, and will also continue to deliver base oil solutions through strategic third-party commercial arrangements, complemented by continued access to Group I and specialty products from HF Sinclair’s Tulsa refinery.

Market Developments
For the three months ended June 30, 2026, Net income attributable to HF Sinclair stockholders was $892 million, compared to a Net income attributable to HF Sinclair stockholders of $208 million for the three months ended June 30, 2025. For the six months ended June 30, 2026, Net income attributable to HF Sinclair stockholders was $1,540 million, compared to $204 million for the six months ended June 30, 2025.

Adjusted refinery gross margin per barrel sold increased $9.45, or 57%, from $16.50 for the three months ended June 30, 2025 to $25.95 for the three months ended June 30, 2026. Adjusted refinery gross margin per barrel sold increased $5.22, or 40%, from $12.91 for the six months ended June 30, 2025 to $18.13 for the six months ended June 30, 2026.

In the Refining segment, we saw strong refining margins and volumes in the Mid-Continent and West regions as a result of steady demand, tight supply and favorable crack spreads. Additionally, our results were impacted by planned maintenance at our Parco and Navajo refineries and unplanned maintenance at our El Dorado refinery. For the third quarter of 2026, we expect to run between 590,000-620,000 barrels per day of crude oil, which reflects the planned turnaround at our El Dorado refinery.

In the Renewables segment, margins were favorably impacted in the second quarter of 2026 from improved RINs prices, higher Producer’s Tax Credit (“PTC”) benefits and increased volumes. During the second quarter of 2025, we were only able to recognize partial benefits from the PTC.

In the Marketing segment, we continued to realize strong value from our Sinclair branded sites during the second quarter of 2026, 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.
30


In the Lubricants & Specialties segment, we saw solid performance (excluding first-in, first out (“FIFO”) impacts), driven by higher sales volumes and product prices during the three months ended June 30, 2026.

In the Midstream segment, our results continued to benefit from higher pipeline revenues and throughput volumes, partially offset by higher operating expenses during the three months ended June 30, 2026.

We continue to review and 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 and global hostilities, such as the ongoing military conflict in the Middle East, will depend on various factors and consequences beyond our control.

On July 28, 2026, our Board of Directors declared a regular quarterly dividend in the amount of $0.525 per share, an increase of 5% over our previous dividend of $0.50 per share. The dividend is payable on September 2, 2026 to holders of record of common stock on August 11, 2026.

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 satisfy annual renewable volume obligations calculated as a percentage of their petroleum fuel shipments or imports, which may be met through physical blending of renewable fuels or by purchasing and retiring RINs. Compliance with RFS regulations significantly increased our Cost of materials and other, with RINs costs totaling $638 million and $996 million for the three and six months ended June 30, 2026, respectively. For the three and six months ended June 30, 2026, the Refining segment recognized $163 million and $183 million in revenues related to RINs sales which are included in Sales and other revenues in our consolidated statement of operations. In addition, during the six months ended June 30, 2026, we recognized $21 million in Sales and other revenues related to the small refinery RINs waivers granted by the EPA in the fourth quarter of 2025. At June 30, 2026, our open RINs credit obligations were $493 million. For additional information regarding the RFS and small refinery RINs waivers, refer to the discussion under “Renewable Fuel Standard” in Item 1 of Part II of this Quarterly Report on Form 10-Q.

A more detailed discussion of our financial and operating results for the three and six months ended June 30, 2026 and 2025 is presented in the following sections.    
31

RESULTS OF OPERATIONS

Financial Data
 Three Months Ended June 30,
Change from 2025
 20262025ChangePercent
 (In millions, except share and per share data)
Sales and other revenues$10,390 $6,784 $3,606 53 %
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)
8,133 5,440 2,693 50 %
Lower of cost or market inventory valuation adjustments30 148 (118)(80)%
Operating expenses654 572 82 14 %
8,817 6,160 2,657 43 %
Selling, general and administrative expenses (1)
130 114 16 14 %
Depreciation and amortization228 226 2 1 %
Other operating expenses, net47 9 38 422 %
Total operating costs and expenses9,222 6,509 2,713 42 %
Income from operations1,168 275 893 325 %
Other income (expense):
Earnings of equity method investments6 10 (4)(40)%
Interest income15 7 8 114 %
Interest expense(20)(53)33 (62)%
Other income, net3 7 (4)(57)%
4 (29)33 NM
Income before income taxes1,172 246 926 376 %
Income tax expense:
Current249 32 217 678 %
Deferred30 4 26 650 %
279 36 243 675 %
Net income 893 210 683 325 %
Less: net income attributable to noncontrolling interests1 2 (1)(50)%
Net income attributable to HF Sinclair stockholders$892 $208 $684 329 %
Earnings per share attributable to HF Sinclair stockholders:
Basic$4.93 $1.10 $3.83 348 %
Diluted$4.93 $1.10 $3.83 348 %
Average number of common shares outstanding (in thousands):
Basic179,417 188,110 (8,693)(5)%
Diluted179,417 188,110 (8,693)(5)%
32


 Six Months Ended June 30, 2026
Change from 2025
 20262025ChangePercent
 
(In millions, except per share data)
Sales and other revenues$17,513 $13,154 $4,359 33 %
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)
14,113 10,916 3,197 29 %
Lower of cost or market inventory valuation adjustments(642)31 (673)NM
Operating expenses 1,278 1,168 110 9 %
14,749 12,115 2,634 22 %
Selling, general and administrative expenses (1)
245 218 27 12 %
Depreciation and amortization457 451 6 1 %
Other operating expenses, net 47 14 33 236 %
Total operating costs and expenses15,498 12,798 2,700 21 %
Income from operations2,015 356 1,659 466 %
Other income (expense):
Earnings of equity method investments14 21 (7)(33)%
Interest income25 16 9 56 %
Interest expense(61)(102)41 (40)%
Other income (expense), net
18 (46)64 NM
(4)(111)107 (96)%
Income before income taxes2,011 245 1,766 721 %
Income tax expense:
Current345 32 313 978 %
Deferred123 5 118 2,360 %
468 37 431 1,165 %
Net income1,543 208 1,335 642 %
Less: net income attributable to noncontrolling interests3 4 (1)(25)%
Net income attributable to HF Sinclair stockholders$1,540 $204 $1,336 655 %
Earnings per share attributable to HF Sinclair stockholders:
Basic$8.48 $1.07 $7.41 693 %
Diluted$8.48 $1.07 $7.41 693 %
Average number of common shares outstanding (in thousands):
Basic180,032 188,298 (8,266)(4)%
Diluted180,032 188,298 (8,266)(4)%
(1) Exclusive of Depreciation and amortization.
(2) Exclusive of Lower of cost or market inventory valuation adjustments.

33

Balance Sheet Data
June 30, 2026December 31, 2025
 (In millions)
Cash and cash equivalents$2,262 $978 
Working capital$3,639 $2,327 
Total assets$18,994 $16,510 
Total debt$2,772 $2,769 
Total equity$10,350 $9,249 

Other Financial Data 
 Three Months Ended June 30,Six Months Ended June 30,
 2026202520262025
 (In millions)
Net cash provided by operating activities$1,510 $587 $1,967 $498 
Net cash used for investing activities$(119)$(108)$(280)$(193)
Net cash used for financing activities$(275)$(159)$(400)$(239)
Capital expenditures$118 $111 $220 $197 
EBITDA (1)
$1,404 $516 $2,501 $778 
(1)Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as Net income attributable to HF Sinclair stockholders plus (i) Income tax expense, (ii) Interest expense, net of Interest income and (iii) Depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to Net income or Income from operations as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a financial indicator widely used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. EBITDA presented above is reconciled to Net income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Supplemental Segment Operating Data

Our operations are organized into five reportable segments, Refining, Renewables, Marketing, Lubricants & Specialties and Midstream. See Note 17 “Segment Information” in the Notes to Consolidated Financial Statements for additional information on our reportable segments.


34

Refining Segment Operating Data

The disaggregation of our refining geographic operating data is presented in two regions, Mid-Continent and West, to best reflect the economic drivers of our refining operations. The Mid-Continent region is comprised of the El Dorado and Tulsa refineries. The West region is comprised of the Puget Sound, Navajo, Woods Cross, Parco and Casper refineries. The following tables set forth information, including non-GAAP performance measures, about our consolidated refinery operations. Adjusted refinery gross margin per produced barrel sold is total Refining segment gross margin plus Lower of cost or market inventory valuation adjustments, Depreciation and amortization and Operating expenses, divided by sales volumes of produced refined products. This margin measure does not include the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to inventory held at the end of the period. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Mid-Continent Region
Crude charge (BPD) (1)
272,430 252,690 268,180 256,630 
Refinery throughput (BPD) (2)
287,200 269,850 284,800 273,150 
Sales of produced refined products (BPD) (3)
266,690 259,220 269,730 257,300 
Refinery utilization (4)
104.8 %97.2 %103.1 %98.7 %
Average per produced barrel sold: (5)
Gross margin (6)
$9.64 $2.29 $9.22 $1.76 
Adjusted refinery gross margin (7)
$19.00 $15.52 $11.24 $11.61 
Less: operating expenses (8)
7.23 6.28 7.22 6.69 
Adjusted refinery gross margin, less operating expenses$11.77 $9.24 $4.02 $4.92 
Operating expenses per throughput barrel (9)
$6.72 $6.03 $6.83 $6.31 
Feedstocks:
Sweet crude oil54 %50 %52 %50 %
Sour crude oil26 %25 %26 %25 %
Heavy sour crude oil15 %19 %16 %19 %
Other feedstocks and blends5 %6 %6 %6 %
Total100 %100 %100 %100 %
Sales of produced refined products:
Gasolines49 %51 %50 %52 %
Diesel fuels33 %32 %32 %31 %
Jet fuels7 %7 %7 %7 %
Fuel oil1 %1 %1 %1 %
Asphalt4 %3 %4 %3 %
Base oils4 %4 %4 %4 %
LPG and other2 %2 %2 %2 %
Total100 %100 %100 %100 %
35

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
West Region
Crude charge (BPD) (1)
367,250 363,240 358,260 354,430 
Refinery throughput (BPD) (2)
393,950 390,790 384,300 380,500 
Sales of produced refined products (BPD) (3)
401,980 389,990 387,740 378,280 
Refinery utilization (4)
87.9 %86.9 %85.7 %84.8 %
Average per produced barrel sold: (5)
Gross margin (6)
$19.33 $4.89 $15.13 $2.53 
Adjusted refinery gross margin (7)
$30.57 $17.15 $22.93 $13.80 
Less: operating expenses (8)
8.65 8.23 8.65 8.63 
Adjusted refinery gross margin, less operating expenses$21.92 $8.92 $14.28 $5.17 
Operating expenses per throughput barrel (9)
$8.82 $8.21 $8.72 $8.58 
Feedstocks:
Sweet crude oil29 %30 %29 %31 %
Sour crude oil49 %47 %49 %45 %
Heavy sour crude oil10 %11 %10 %11 %
Wax crude oil5 %5 %5 %6 %
Other feedstocks and blends7 %7 %7 %7 %
Total100 %100 %100 %100 %
Sales of produced refined products:
Gasolines51 %52 %51 %53 %
Diesel fuels30 %31 %30 %32 %
Jet fuels7 %6 %7 %6 %
Fuel oil3 %2 %3 %2 %
Asphalt3 %3 %2 %2 %
LPG and other6 %6 %7 %5 %
Total100 %100 %100 %100 %
Consolidated
Crude charge (BPD) (1)
639,680 615,930 626,440 611,060 
Refinery throughput (BPD) (2)
681,150 660,640 669,100 653,650 
Sales of produced refined products (BPD) (3)
668,670 649,210 657,470 635,580 
Refinery utilization (4)
94.3 %90.8 %92.4 %90.1 %
Average per produced barrel sold: (5)
Gross margin (6)
$15.46 $3.85 $12.70 $2.22 
Adjusted refinery gross margin (7)
$25.95 $16.50 $18.13 $12.91 
Less: operating expenses (8)
8.08 7.45 8.06 7.85 
Adjusted refinery gross margin, less operating expenses$17.87 $9.05 $10.07 $5.06 
Operating expenses per throughput barrel (9)
$7.93 $7.32 $7.92 $7.63 
Feedstocks:
Sweet crude oil40 %38 %39 %39 %
Sour crude oil39 %38 %39 %37 %
Heavy sour crude oil12 %14 %13 %14 %
Wax crude oil3 %3 %3 %3 %
Other feedstocks and blends6 %7 %6 %7 %
Total100 %100 %100 %100 %
36

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Consolidated
Sales of produced refined products:
Gasolines51 %52 %51 %52 %
Diesel fuels31 %31 %31 %31 %
Jet fuels7 %6 %7 %7 %
Fuel oil2 %2 %2 %2 %
Asphalt3 %2 %3 %2 %
Base oils2 %2 %2 %2 %
LPG and other4 %5 %4 %4 %
Total100 %100 %100 %100 %

(1)Crude charge represents the barrels per day of crude oil processed at our refineries.
(2)Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.
(3)Represents barrels sold of refined products produced at our refineries (including Asphalt and intersegment sales) and does not include volumes of refined products purchased for resale or volumes of excess crude oil sold.
(4)Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity is 678,000 BPSD.
(5)Represents the average amount per produced barrel sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.
(6)Gross margin represents total Refining segment Sales and other revenues less Cost of materials and other, Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization, divided by sales volumes of produced refined products.
(7)Adjusted refinery gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.
(8)Represents total Refining segment Operating expenses, exclusive of Depreciation and amortization, divided by sales volumes of produced refined products.
(9)Represents total Refining segment Operating expenses, exclusive of Depreciation and amortization, divided by refinery throughput.

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Renewables Segment Operating Data

The following table sets forth information, including non-GAAP performance measures, about our renewables operations. Adjusted renewables gross margin per produced gallon sold is total Renewables segment gross margin plus Lower of cost or market inventory valuation adjustments, Depreciation and amortization and Operating expenses, divided by sales volumes of produced renewables products. This margin measure does not include the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to volumes in inventory at the end of the period. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Renewables
Sales of produced renewables products (in thousand gallons)59,905 54,786 112,353 99,250 
Average per produced gallon sold: (1)
Gross margin (2)
$1.31 $(0.05)$2.32 $(0.42)
Adjusted renewables gross margin (3)
$2.46 $0.36 $2.69 $0.27 
Less: operating expenses (4)
0.37 0.39 0.40 0.45 
Adjusted renewables gross margin, less operating expenses$2.09 $(0.03)$2.29 $(0.18)
(1)Represents the average amount per produced gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.
(2)Gross margin represents total Renewables segment Sales and other revenues less Cost of materials and other, Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization, divided by sales volumes of produced renewables products.
(3)Adjusted renewables gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.
(4)Represents total Renewables segment Operating expenses, exclusive of Depreciation and amortization, divided by sales volumes of produced renewables products.

Marketing Segment Operating Data

The following table sets forth information, including non-GAAP performance measures, about our marketing operations and includes our Sinclair branded fuel business. Adjusted marketing gross margin per gallon sold is total Marketing segment gross margin plus Depreciation and amortization, divided by sales volumes of marketing products. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Marketing
Number of branded sites at period end (1)
1,8321,7191,832 1,719
Sales of refined products (in thousand gallons)386,656337,147711,279 631,012
Average per gallon sold: (2)
Gross margin (3)
$0.08 $0.08 $0.08 $0.09 
Adjusted marketing gross margin (4)
$0.10 $0.10 $0.11 $0.11 
(1)Includes certain non-Sinclair branded sites.
(2)Represents the average amount per gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.
(3)Gross margin represents total Marketing segment Sales and other revenues less Cost of materials and other and Depreciation and amortization, divided by sales volumes of marketing products.
(4)Adjusted marketing gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

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Lubricants & Specialties Segment Operating Data

The following table sets forth information about our lubricants and specialties operations.
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Lubricants & Specialties
Sales of produced refined products (BPD)39,847 31,963 36,480 30,460 
Sales of produced refined products:
Finished products44 %51 %46 %52 %
Base oils29 %24 %27 %25 %
Other27 %25 %27 %23 %
Total100 %100 %100 %100 %

Midstream Segment Operating Data

The following table sets forth information about our midstream operations.
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Midstream
Volumes (BPD)
Pipelines:
Affiliates—refined product pipelines149,081 145,940 162,217 154,916 
Affiliates—intermediate pipelines136,780 133,296 144,060 135,835 
Affiliates—crude pipelines469,267 383,374 458,573 404,018 
755,128 662,610 764,850 694,769 
Third parties—refined product pipelines33,313 42,458 29,900 41,113 
Third parties—crude pipelines180,580 189,918 181,316 194,445 
969,021 894,986 976,066 930,327 
Terminals and loading racks:
Affiliates 1,026,169 969,791 1,031,184 980,271 
Third parties27,608 41,258 26,827 38,104 
1,053,777 1,011,049 1,058,011 1,018,375 
Total for pipelines and terminal assets (BPD)
2,022,798 1,906,035 2,034,077 1,948,702 


Results of Operations – Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Summary
Net income attributable to HF Sinclair stockholders for the three months ended June 30, 2026, was $892 million ($4.93 per basic and diluted share), a $684 million increase compared to $208 million ($1.10 per basic and diluted share) for the three months ended June 30, 2025. The increase in Net income attributable to HF Sinclair stockholders was primarily driven by stronger product demand and higher sales prices which resulted in an increase in adjusted refinery gross margins and higher refined products sales volumes. Lower of cost or market inventory valuation adjustments decreased $118 million from a $148 million charge related to our Refining and Renewables segment inventories for the three months ended June 30, 2025, to a $30 million charge related to Renewables segment inventories for the three months ended June 30, 2026. Adjusted refinery gross margins for the three months ended June 30, 2026 increased to $25.95 per produced barrel sold as compared to $16.50 for the three months ended June 30, 2025, primarily due to higher crude oil and feedstock prices and higher average sales prices per barrel during the three months ended June 30, 2026. Adjusted renewables gross margins reflect higher RINs pricing and PTC benefits during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. These favorable impacts were partially offset by a $243 million increase in Income tax expense.

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Sales and Other Revenues
Sales and other revenues increased $3,606 million, or 53%, from $6,784 million for the three months ended June 30, 2025, to $10,390 million for the three months ended June 30, 2026, principally due to higher average refined product sales prices and sales volumes of refined products. Revenues from external customers included $243 million, $1,370 million, $998 million and $32 million related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively, for the three months ended June 30, 2026. Revenues from external customers included $131 million, $826 million, $641 million and $28 million related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments for the three months ended June 30, 2025.

Cost of Materials and Other
Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, increased $2,693 million, or 50%, from $5,440 million for the three months ended June 30, 2025, to $8,133 million for the three months ended June 30, 2026, principally due to higher crude oil and feedstock costs and higher sales volumes of refined products. Within our Lubricants & Specialties segment, the FIFO impact was a benefit of $46 million and a charge of $20 million for the three months ended June 30, 2026 and 2025, respectively.

During the second quarter of 2026, we recognized a lower of cost or market inventory valuation adjustment charge of $30 million compared to a charge of $148 million during the second quarter of 2025.

Adjusted Refinery Gross Margin
Adjusted refinery gross margin per barrel sold increased $9.45, or 57%, from $16.50 for the three months ended June 30, 2025, to $25.95 for the three months ended June 30, 2026. The increase was primarily driven by improved market crack spreads and volumes of refined products in both the Mid-Continent and West regions for the three months ended June 30, 2026.

Adjusted refinery gross margin per barrel excludes the cash effects of Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Operating Expenses
Operating expenses increased $82 million, or 14%, from $572 million for the three months ended June 30, 2025, to $654 million for the three months ended June 30, 2026, primarily due to higher employee benefits, environmental remediation, maintenance and other miscellaneous costs, partially offset by lower natural gas expenses.

Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $16 million, or 14%, from $114 million for the three months ended June 30, 2025, to $130 million for the three months ended June 30, 2026, primarily due to higher employee and professional services costs, partially offset by foreign currency gains.

Earnings of Equity Method Investments
Earnings of equity method investments decreased $4 million, or 40% from $10 million for the three months ended June 30, 2025, to $6 million for the three months ended June 30, 2026, primarily due to the divestiture of our investment in Cheyenne Pipeline, LLC in June 2025.

Depreciation and Amortization Expenses
Depreciation and amortization remained relatively consistent and was $228 million and $226 million for the three months ended June 30, 2026 and 2025, respectively.

Other Operating Expenses, Net
Other operating expenses, net increased $38 million, or 422% from $9 million for the three months ended June 30, 2025, to $47 million for the three months ended June 30, 2026, primarily due to impairment charges related to the abandonment of certain assets under construction in our Renewables segment. For the three months ended June 30, 2025 Other operating expenses, net primarily relates to decommissioning and closure costs of $8 million in our Refining segment.

Interest Income
Interest income increased from $7 million for the three months ended June 30, 2025, to $15 million for the three months ended June 30, 2026, primarily due to higher cash balances.

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Interest Expense
Interest expense decreased $33 million, or 62%, from $53 million for the three months ended June 30, 2025, to $20 million for the three months ended June 30, 2026, primarily due to unrealized gains on precious metals financing arrangements during the period.

Income Taxes
For the three months ended June 30, 2026, Income tax expense of $279 million was recorded on pre-tax income of $1,172 million, compared to Income tax expense of $36 million on pre-tax income of $246 million for the three months ended June 30, 2025. The increase was primarily due to higher pre-tax earnings year-over-year. For the three months ended June 30, 2026, our effective tax rate of 23.9% was higher than the statutory rate of 21.0%, primarily due to state and local income taxes on pre-tax earnings, partially offset from the benefits of nontaxable renewable fuel incentives. For the three months ended June 30, 2025, our effective tax rate of 14.5% was lower than the statutory rate of 21.0% primarily due to the relationship between pre-tax results and a discrete tax benefit associated with the revaluation of deferred tax liabilities from state tax law changes enacted in the second quarter of 2025. Due to rounding of reported numbers, some amounts may not calculate exactly.


Results of Operations – Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Summary
Net income attributable to HF Sinclair stockholders for the six months ended June 30, 2026, was $1,540 million ($8.48 per basic and diluted share), a $1,336 million increase compared to $204 million ($1.07 per basic and diluted share) for the six months ended June 30, 2025. The increase in Net income attributable to HF Sinclair stockholders was principally driven by higher adjusted refinery gross margins and higher refined product sales volumes. Lower of cost or market inventory valuation adjustments related to our Refining and Renewables segments’ inventories decreased by $673 million, from a $31 million charge for the six months ended June 30, 2025, to a $642 million benefit for the six months ended June 30, 2026. Adjusted refinery gross margins for the six months ended June 30, 2026 increased to $18.13 per produced barrel sold as compared to $12.91 for the six months ended June 30, 2025, primarily due to higher crude oil and feedstock prices and higher average sales prices per barrel during the six months ended June 30, 2026. Adjusted renewables gross margins reflect higher RINs pricing and PTC benefits during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. These favorable impacts were partially offset by a $431 million increase in Income tax expense.

Sales and Other Revenues
Sales and other revenues increased 33% from $13,154 million for the six months ended June 30, 2025, to $17,513 million for the six months ended June 30, 2026, principally due to higher average refined product sales prices and higher refined product sales volumes. Revenues from external customers included $451 million, $2,162 million, $1,651 million, and $63 million related to our Renewables, Marketing, Lubricants & Specialties, and Midstream segments, respectively, for the six months ended June 30, 2026. Revenues from external customers included $225 million, $1,512 million, $1,278 million, and $58 million related to our Renewables, Marketing, Lubricants & Specialties, and Midstream segments, respectively, for the six months ended June 30, 2025.

Cost of Materials and Other
Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, increased 29% from $10,916 million for the six months ended June 30, 2025, to $14,113 million for the six months ended June 30, 2026, principally due to higher crude oil and feedstock costs and higher refined product sales volumes. Within our Lubricants & Specialties segment, the FIFO impact was a benefit of $99 million and a charge of $12 million for the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026, we recognized a lower of cost or market inventory valuation adjustment benefit of $642 million compared to a charge of $31 million during the six months ended June 30, 2025.

Adjusted Refinery Gross Margins
Adjusted refinery gross margin per produced barrel sold increased 40% from $12.91 for the six months ended June 30, 2025, to $18.13 for the six months ended June 30, 2026. The increase was primarily driven by improved market crack spreads and volumes of refined products in both the Mid-Continent and West during the six months ended June 30, 2026.

41

Adjusted refinery gross margin per barrel excludes the cash effects of Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Operating Expenses
Operating expenses increased 9% from $1,168 million for the six months ended June 30, 2025, to $1,278 million for the six months ended June 30, 2026, primarily due to higher employee benefits, environmental remediation and miscellaneous costs, partially offset by lower natural gas costs.

Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 12% from $218 million for the six months ended June 30, 2025, to $245 million for the six months ended June 30, 2026 primarily due to higher employee benefits and professional service costs, partially offset by foreign currency gains.

Depreciation and Amortization Expenses
Depreciation and amortization increased 1% from $451 million for the six months ended June 30, 2025, to $457 million for the six months ended June 30, 2026, principally due to depreciation and amortization attributable to additional capitalized refinery turnaround costs and capitalized improvement projects as compared to the prior period.

Other Operating Expenses, Net
Other operating expenses, net increased $33 million, or 236% from $14 million for the six months ended June 30, 2025, to $47 million for the six months ended June 30, 2026, primarily due to impairment charges related to the abandonment of certain assets under construction in our Renewables segment. For the six months ended June 30, 2025 Other operating expenses, net primarily relates to decommissioning and closure costs of $8 million in our Refining segment.

Interest Income
Interest income was $25 million for the six months ended June 30, 2026, compared to $16 million for the six months ended June 30, 2025. The increase in Interest income was primarily due to the increase in average cash balance.

Interest Expense
Interest expense decreased $41 million, or 40%, from $102 million for the six months ended June 30, 2025, to $61 million for the six months ended June 30, 2026, primarily due to unrealized gains on precious metals financing arrangements during the period.

Other Income (Expense), Net
Other income (expense), net was $18 million of income for the six months ended June 30, 2026, compared to $46 million of expense for the six months ended June 30, 2025. The income for the six months ended June 30, 2026 was primarily due to a $14 million gain on settlement of precious metals. The expense for the six months ended June 30, 2025, was primarily due to a $40 million loss on sale of equity method investment in Cheyenne Pipeline, LLC, and a $15 million loss on the early extinguishment of debt.

Income Taxes
For the six months ended June 30, 2026, Income tax expense of $468 million was recorded on pre-tax income of $2,011 million, compared to Income tax expense of $37 million on pre-tax income of $245 million for the six months ended June 30, 2025. For the six months ended June 30, 2026, our effective tax rate of 23.3% was higher than the statutory rate of 21% primarily due to state and local income taxes on pre-tax earnings, partially offset from the benefits of nontaxable renewable fuel incentives. For the six months ended June 30, 2025, our effective tax rate of 15.1% was lower than the statutory rate of 21.0% primarily due to the relationship between pre-tax results and a discrete tax benefit associated with the revaluation of deferred tax liabilities from state tax law changes enacted in the second quarter of 2025. Due to rounding of reported numbers, some amounts may not calculate exactly.


42

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 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 June 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 six months ended June 30, 2026, we received proceeds of $71 million, made principal payments of $25 million and realized non-cash settlements on obligations of $19 million.

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 June 30, 2026, we had letters of credit totaling a nominal amount under such credit facilities.

See Note 12 “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, the Potential Separation and the Mississauga Asset Retirement, 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 $4.3 billion at June 30, 2026, consisting of Cash and cash equivalents of $2.3 billion and $2.0 billion available under the 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.

43

Share Repurchases
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 six months ended June 30, 2026, we made open market and privately negotiated purchases of 4,024,728 shares for $251 million, exclusive of excise tax, under our 2024 Share Repurchase Program. As of June 30, 2026, we had remaining authorization to repurchase up to $208 million under the 2024 Share Repurchase Program.

Cash Flows – Operating Activities

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Net cash flows provided by operating activities were $1,967 million for the six months ended June 30, 2026, compared to Net cash flows provided by operating activities of $498 million for the six months ended June 30, 2025, an increase of $1,469 million. Excluding non-cash impacts reflected in the reconciliation to net cash provided by operating activities, the increase was primarily 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 $668 million for the six months ended June 30, 2026, and increased operating cash flows by $33 million for the six months ended June 30, 2025. Additionally for the six months ended June 30, 2026, turnaround expenditures were $175 million compared to $284 million for the six months ended June 30, 2025.

Cash Flows – Investing Activities and Planned Capital Expenditures

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
For the six months ended June 30, 2026, our Net cash flows used for investing activities were $280 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 six months ended June 30, 2026 were $220 million.

For the six months ended June 30, 2025, our Net cash flows used for investing activities were $193 million. Cash expenditures for Properties, plants and equipment for the six months ended June 30, 2025 were $197 million.

Our current expected capital and turnaround cash spending for 2026, subject to certain capital and other strategic projects under evaluation, is as follows:
Expected Cash Spending
(In millions)
Capital Expenditures:
Refining$225 
Renewables6 
Marketing30 
Lubricants & Specialties25 
Midstream30 
Corporate9 
Turnarounds and catalyst325 
Total sustaining$650 
Growth capital125 
Total$775 

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Cash Flows – Financing Activities

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
For the six months ended June 30, 2026, our Net cash flows used for financing activities were $400 million. During the six months ended June 30, 2026, we paid $180 million in Dividends, we repurchased $255 million of our Common stock and we received net proceeds of $46 million from financing arrangements.

For the six months ended June 30, 2025, our Net cash flows used for financing activities were $239 million. During the six months ended June 30, 2025, we paid $190 million in Dividends, repurchased $50 million of our Common Stock, 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 June 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 six months ended June 30, 2026, as described in Note 12 “Debt” of the Consolidated Financial Statements.

As of June 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.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results may differ from those estimates. There have been no changes to the critical accounting policies or estimates disclosed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025.


RISK MANAGEMENT

We use certain strategies to reduce some commodity price and operational risks. We do not attempt to eliminate all market risk exposures when we believe that the exposure relating to such risk would not be significant to our future earnings, financial position, capital resources or liquidity or that the cost of eliminating the exposure would outweigh the benefit.

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 refining 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 on intercompany notes with our foreign subsidiaries that are not denominated in the U.S. dollar.

45

As of June 30, 2026, we have the following notional amounts related to all outstanding derivative instruments used to mitigate commodity price and foreign currency risk:
Notional Contract Volumes
by Year of Maturity
Contract Description
Total Outstanding Notional20262027Unit of Measure
Commodity contracts - long1,544,847 1,544,847 — Barrels
Commodity contracts - short1,753,765 1,753,765 — Barrels
Foreign currency forward contracts522,000,000 240,589,800 281,410,200 
Canadian dollar
Forward platinum contracts (1)
62,371 27,445 34,926 Troy ounces
(1)Represents an embedded derivative within our precious metals financing arrangements, which may be refinanced or require repayment under certain conditions. See Note 12 “Debt” in the Notes to Consolidated Financial Statements for additional information on these financing arrangements.

Counterparty financial information is reviewed to monitor financial stability and assess the ongoing ability to honor commitments under derivative contracts. We have not experienced, nor do we expect to experience, any difficulty in counterparties honoring their commitments.

The following sensitivity analysis provides the hypothetical effects of market price fluctuations related to outstanding derivative instruments:
June 30,
Derivative Fair Value Gain (Loss)
20262025
(In millions)
10% increase in underlying commodity prices$(5)$(6)
10% decrease in underlying commodity prices$5 $6 

Interest Rate Risk Management
The market risk inherent in our fixed-rate debt is the potential change arising from increases or decreases in interest rates, as discussed below.

For the fixed rate HF Sinclair, HollyFrontier and HEP Senior Notes (each as demarcated in Note 12 “Debt” in the Notes to Consolidated Financial Statements), changes in interest rates will generally affect the fair value of the debt, but not earnings or cash flows.

The outstanding principal, estimated fair value and estimated change in fair value (assuming a hypothetical 10% change in the yield-to-maturity rates) for this debt as of June 30, 2026, are presented below:

Outstanding
Principal		Estimated
Fair Value		Estimated Change in Fair Value
 
(In millions)
HF Sinclair, HollyFrontier and HEP Senior Notes$2,800 $2,834 $69 

For the variable rate under the HF Sinclair Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At June 30, 2026, there were no amounts outstanding under the HF Sinclair Credit Agreement. A hypothetical 10% change in interest rates applicable to the HF Sinclair Credit Agreement would not materially affect cash flows.

Operational Interruption Risk Management
Our operations are subject to catastrophic losses, operational hazards and unforeseen interruptions, including but not limited to fire, explosion, releases or spills, cyberattacks, weather-related perils, vandalism, power failures, mechanical failures and other events beyond our control. We maintain various insurance coverages, including general liability, property damage, business interruption and cyber insurance, subject to certain deductibles and insurance policy terms and conditions. We are not fully insured against certain risks because such risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment, do not justify such expenditures.

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We have a risk management oversight committee consisting of members from our senior management. This committee oversees our risk enterprise program, monitors our risk environment and provides direction for activities to mitigate identified risks that may adversely affect the achievement of our goals.


Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

Reconciliations of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to amounts reported under generally accepted accounting principles in the financial statements.

Earnings before interest, taxes, depreciation and amortization, referred to as EBITDA, is calculated as Net income attributable to HF Sinclair stockholders plus (i) Interest expense, net of Interest income, (ii) Income tax expense and (iii) Depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to Net income or Income from operations as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a financial indicator widely used by investors and analysts to measure our operating performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants.

Below is our calculation of EBITDA:
 Three Months Ended June 30,Six Months Ended June 30,
 2026202520262025
 (In millions)
Net income attributable to HF Sinclair stockholders$892 $208 $1,540 $204 
Add: interest expense20 53 61 102 
Less: interest income(15)(7)(25)(16)
Add: income tax expense
279 36 468 37 
Add: depreciation and amortization228 226 457 451 
EBITDA$1,404 $516 $2,501 $778 

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Reconciliation of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.

Adjusted refinery gross margin is a non-GAAP performance measure that is used by our management and others to compare our refining performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our refining performance on a relative and absolute basis, including against publicly available crack spread data. Adjusted refinery gross margin per produced barrel sold is total Refining segment gross margin plus Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization, divided by sales volumes of produced refined products. This margin measure excludes the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to inventory held at the end of the period. Adjusted refinery gross margin is a non-GAAP performance measure and should not be considered in isolation or as a substitute for Refining segment gross margin. The GAAP measure most directly comparable to adjusted refinery gross margin is Refining segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.

Reconciliation of Refining segment gross margin to adjusted refinery gross margin to adjusted refinery gross margin per produced barrel sold and adjusted refinery gross margin, less operating expenses per produced barrel sold

 Three Months Ended June 30,Six Months Ended June 30,
 2026202520262025
 (In millions, except barrel and per barrel amounts)
Refining segment
Sales and other revenues$9,228 $6,019 $15,499 $11,670 
Cost of sales (1)
8,140 5,658 13,695 11,143 
Depreciation and amortization146 134 291 271 
Gross margin$942 $227 $1,513 $256 
Add: lower of cost or market inventory valuation adjustments
— 172 (604)56 
Add: operating expenses491 441 959 902 
Add: depreciation and amortization146 134 291 271 
Adjusted refinery gross margin$1,579 $974 $2,159 $1,485 
Sales of produced refined products (BPD) (2)
668,670649,210657,470635,580
Average per produced barrel sold:
Gross margin$15.46 $3.85 $12.70 $2.22 
Add: lower of cost or market inventory valuation adjustments
— 2.93 (5.08)0.49 
Add: operating expenses8.08 7.45 8.06 7.85 
Add: depreciation and amortization2.41 2.27 2.45 2.35 
Adjusted refinery gross margin$25.95 $16.50 $18.13 $12.91 
Less: operating expenses8.08 7.45 8.06 7.85 
Adjusted refinery gross margin, less operating expenses$17.87 $9.05 $10.07 $5.06 
(1)Exclusive of Depreciation and amortization.
(2)Represents barrels sold of refined products produced at our refineries (including Asphalt and intersegment sales) and excludes volumes of refined products purchased for resale or volumes of excess crude oil sold.


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Reconciliation of renewables operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.

Adjusted renewables gross margin is a non-GAAP performance measure that is used by our management and others to compare our renewables performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our renewables performance on a relative and absolute basis. Adjusted renewables gross margin per produced gallon sold is total Renewables segment gross margin plus Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization, divided by sales volumes of produced renewables products. This margin measure excludes the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to volumes in inventory at the end of the period. Adjusted renewables gross margin is not a calculation provided for under GAAP and should not be considered in isolation or as a substitute for Renewables segment gross margin. The GAAP measure most directly comparable to adjusted renewables gross margin is Renewables segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.

Reconciliation of Renewables segment gross margin to adjusted renewables gross margin to adjusted renewables gross margin per produced gallon sold and adjusted renewables gross margin, less operating expenses per produced gallon sold

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(In millions, except gallon and per gallon amounts)
Renewables segment
Sales and other revenues$486 $258 $820 $448 
Cost of sales (1)
392 236 524 441 
Depreciation and amortization16 26 35 49 
Gross margin$78 $(4)$261 $(42)
Add: lower of cost or market inventory valuation adjustments
30 (24)(38)(25)
Add: operating expenses23 22 45 45 
Add: depreciation and amortization16 26 35 49 
Adjusted renewables gross margin$147 $20 $303 $27 
Sales of produced renewables products (in thousand gallons)
59,905 54,786 112,353 99,250 
Average per produced gallon sold:
Gross margin$1.31 $(0.05)$2.32 $(0.42)
Add: lower of cost or market inventory valuation adjustments
0.50 (0.45)(0.34)(0.26)
Add: operating expenses0.37 0.39 0.40 0.45 
Add: depreciation and amortization0.28 0.47 0.31 0.50 
Adjusted renewables gross margin$2.46 $0.36 $2.69 $0.27 
Less: operating expenses0.37 0.39 0.40 0.45 
Adjusted renewables gross margin, less operating expenses$2.09 $(0.03)$2.29 $(0.18)
(1) Exclusive of Depreciation and amortization.


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Reconciliation of marketing operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.

Adjusted marketing gross margin is a non-GAAP performance measure that is used by our management and others to compare our marketing performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our marketing performance on a relative and absolute basis. Adjusted marketing gross margin per gallon sold is total Marketing segment gross margin plus Depreciation and amortization, divided by sales volumes of marketing products. Adjusted marketing gross margin is not a calculation provided for under GAAP and should not be considered in isolation or as a substitute for Marketing segment gross margin. The GAAP measure most directly comparable to adjusted marketing gross margin is Marketing segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.

Reconciliation of Marketing segment gross margin to adjusted marketing gross margin to adjusted marketing gross margin per gallon sold

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(In millions, except gallon and per gallon amounts)
Marketing segment
Sales and other revenues$1,370 $826 $2,162 $1,512 
Cost of sales (1)
1,332 792 2,088 1,444 
Depreciation and amortization8 7 16 14 
Gross margin$30 $27 $58 $54 
Add: depreciation and amortization
8 7 16 14 
Adjusted marketing gross margin$38 $34 $74 $68 
Sales of refined products (in thousand gallons)
386,656 337,147 711,279 631,012 
Average per gallon sold:
Gross margin$0.08 $0.08 $0.08 $0.09 
Add: depreciation and amortization
0.02 0.02 0.03 0.02 
Adjusted marketing gross margin$0.10 $0.10 $0.11 $0.11 
(1) Exclusive of Depreciation and amortization.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk

See “Risk Management” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


51

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the principal executive officer and principal financial officer of the Company, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

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PART II. OTHER INFORMATION
 
Item 1.Legal Proceedings

Commitment and Contingency Reserves

In the ordinary course of business, we may become party to legal, regulatory or administrative proceedings or governmental investigations, including environmental and other matters. Damages or penalties may be sought from us in some matters and certain matters may require years to resolve. While the outcome and impact of these proceedings and investigations on us cannot be predicted with certainty, based on the advice of counsel and information currently available to us, management believes that the resolution of these proceedings and investigations through settlement or adverse judgment will not have a material adverse effect, either individually or in the aggregate, on our financial condition, results of operations or cash flows.

The environmental proceedings are reported to comply with SEC regulations which require us to disclose proceedings arising under provisions regulating the discharge of materials into the environment or protecting the environment when a governmental authority is party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe could exceed $1 million or more.

Except as described below, there have been no material changes to the legal matters previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Environmental Matters

Renewable Fuel Standard

The EPA’s August 2025 decisions granting and denying various small refinery exemption (“SRE”) petitions for our Woods Cross, Cheyenne, Casper and Parco refineries for various compliance years from 2019 to 2024 remain under challenge in the U.S. Court of Appeals for the District of Columbia Circuit (the “DC Circuit”). Those cases have been consolidated with a separate challenge to the EPA’s November 2025 grant of SREs for our Tulsa East refinery, which we are defending as an intervenor. Our opening brief was filed with the DC Circuit in July 2026, and the EPA’s response brief is due in November 2026.

Separately, on April 7, 2026, the DC Circuit unanimously ruled in our favor regarding our Parco refinery’s 2024 SRE petition, vacating the EPA’s denial and remanding the matter to the EPA for reconsideration. The DC Circuit issued its mandate on April 24, 2026. After the EPA failed to issue a new decision within 90 days of the mandate, we filed an emergency motion on July 24, 2026, seeking enforcement of the mandate or, alternatively, a writ of mandamus compelling the EPA to issue a new decision on our Parco refinery’s 2024 SRE petition.

Each of these matters remain pending, and the potential impact cannot be estimated at this time.

Puget Sound

In our Annual Report on Form 10-K for the year ended December 31, 2025, we reported that HF Sinclair Puget Sound Refining LLC (“HFS Puget Sound”) has been engaged in discussions with, and has responded to document requests from, the Northwest Clean Air Agency, the EPA and the Department of Justice (collectively, the “PSR Matter Government Agencies”) regarding HFS Puget Sound’s compliance with the Clean Air Act, Emergency Planning and Community Right-to-Know Act and related regulations, and similar Washington state laws and regulations, at the Puget Sound refinery. In June 2026, the PSR Matter Government Agencies provided their response to HFS Puget Sound’s October 2024 counteroffer to the PSR Matter Government Agencies’ proposed injunctive relief terms. At this time, no penalties have been demanded, and it is too early to predict the outcome of this matter.


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Item 1A.Risk Factors
Except as described below, there have been no material changes in our risk factors as previously disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). You should carefully consider the risk factors discussed in our 2025 Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

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.

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.

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.

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:

•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;
•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;
•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;
•retaining existing business and operational relationships, including with customers, suppliers, employees, and other counterparties;
•failing to successfully promote retention, as well as motivate and maintain efficient and effective labor and employee relations;
•obtaining any required regulatory licenses, operating authority, or contractual consents;
•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
•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.

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.

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.


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(c) Common Stock Repurchases Made in the Quarter

The following table discloses purchases of shares of our common stock made by us during the second quarter of 2026:

PeriodTotal Number of
Shares Purchased		Average Price
Paid per Share		Total Number 
of Shares Purchased as
Part of Publicly Announced Plans or Programs
Maximum Dollar Value
of Shares that May Yet
Be Purchased Under the
Plans or Programs (1)
(In millions, except share and per share data)
April 2026— $— — $383 
May 20261,455,180 $68.72 1,455,180 $283 
June 20261,054,738 $71.11 1,054,738 $208 
Total for April - June 20262,509,918 2,509,918 
(1) 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.

On May 18, 2026, we repurchased 1,455,180 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 May 18, 2026 (the “May 2026 Stock Purchase Agreement”), between us and REH. The price paid under the May 2026 Stock Purchase Agreement was $68.72 per share resulting in an aggregate purchase price of $100 million. The purchase price was funded with cash on hand.

As of June 30, 2026, we had remaining authorization to repurchase up to $208 million under the 2024 Share Repurchase Program.


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Item 5. Other Information

On July 24, 2026, our Board of Directors approved the Mississauga Asset Retirement plan. The Lubricants & Specialties segment will maintain the continued operations of its R&D laboratory, lubricant blending and packaging, as well as supply chain, logistics, and commercial operations, in the Ontario region. HF Sinclair will also continue to deliver base oil solutions through strategic third-party commercial arrangements, complemented by continued access to Group I and specialty products from HF Sinclair’s Tulsa refinery. The Mississauga Asset Retirement is expected to be substantially completed over the course of 2027.

On July 28, 2026, the Corporation notified its employees at the Mississauga Base Oil Plant of the Mississauga Asset Retirement plan. The Mississauga Asset Retirement is expected to result in a workforce reduction of approximately 250 employees. HF Sinclair expects to incur total pre-tax costs of approximately $405 million to $505 million related to the Mississauga Asset Retirement. The pre-tax costs primarily consist of accelerated depreciation, amortization, and asset write-off charges of approximately $360 million to $445 million. Included in accelerated depreciation is approximately $95 million to $175 million of estimated asset retirement obligations that we expect to incur after the closure of the Mississauga Base Oil Plant. Additionally, we expect to incur employee retention, severance and separation costs of approximately $40 million to $50 million and contract termination charges of approximately $5 million to $10 million. HF Sinclair does not expect to recognize these charges or incur the related cash outflows all at once, but over time through the completion of the Mississauga Asset Retirement.

Given that HF Sinclair is in the early stages of the process, the amount and timing of some of these expected costs are uncertain, subject to a number of assumptions and may differ materially from the estimates provided above. HF Sinclair will disclose in another periodic filing with the SEC, if appropriate, the amount of any other related charges or costs, or material updates to any stated charges or costs, once they are determinable.

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Table of Contents
Item 6.Exhibits


Exhibit NumberDescription
3.1
3.2
Amended and Restated By-Laws of HF Sinclair Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed February 6, 2024, File No. 1-41325).
10.1+
10.2
Separation and Release Agreement, dated as of May 11, 2026, by and between HF Sinclair Corporation and Timothy Go (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed May 12, 2026, File No. 1-41325).
10.3
Stock Purchase Agreement, dated as of May 18, 2026, by and between HF Sinclair Corporation and REH Advisors Inc. (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed May 19, 2026, File No. 1-41325).
10.4+^*
Amended and Restated Transformation Retention Agreement, effective July 27, 2026, by and between HF Sinclair Corporation and Matt Joyce.
10.5+^*
Performance Share Unit Agreement (Matt Joyce).
31.1*
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101++
The following financial information from HF Sinclair Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted as inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104++
Cover page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


*
Filed herewith.
**
Furnished herewith.
+
Constitutes management contracts or compensatory plans or arrangements.
++
Filed electronically herewith.
^Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of the exhibit have been omitted because it is both not material and is of the type the registrant treats as private or confidential. An unredacted copy of the document will be furnished supplementally to the SEC upon request.

57

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
HF SINCLAIR CORPORATION
(Registrant)
Date: July 30, 2026/s/ Vivek Garg
Vivek Garg
Acting Chief Financial Officer,
Vice President, Chief Accounting Officer and Controller
(Principal Financial Officer & Principal Accounting Officer)
58

What is the market capitalization of a company?

The market capitalization sometimes referred as Marketcap, is the value of a publicly listed company.
In most cases it can be easily calculated by multiplying the share price with the amount of outstanding shares.

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