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 September 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 CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 87-2092143 | |||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock $0.01 par value | DINO | New 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 ☒
171,371,164 shares of Common Stock, par value $0.01 per share, were outstanding on October 22, 2026.
TABLE OF CONTENTS
| Page | |||||
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 conflicts in Ukraine and 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;
•the operation, financing and distribution decisions of our joint ventures that we do not control;
•the possibility that our joint ventures may not achieve the intended or expected financial, strategic and operational benefits; 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, as supplemented in Part II, “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, and in this Quarterly Report on Form 10-Q for the quarterly period ended September 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.
“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)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (Unaudited) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 3,333 | $ | 978 | ||||||||||
| Accounts receivable, net: Product and transportation | 1,856 | 1,033 | ||||||||||||
| Crude oil resales | 280 | 103 | ||||||||||||
| 2,136 | 1,136 | |||||||||||||
Inventories: Crude oil and refined products (Note 10) | 3,031 | 2,214 | ||||||||||||
| Materials, supplies and other | 401 | 359 | ||||||||||||
| 3,432 | 2,573 | |||||||||||||
| Income taxes receivable | 3 | 47 | ||||||||||||
| Prepayments and other | 91 | 78 | ||||||||||||
| Total current assets | 8,995 | 4,812 | ||||||||||||
| Properties, plants and equipment, at cost | 11,746 | 11,392 | ||||||||||||
| Less: accumulated depreciation | (5,222) | (4,859) | ||||||||||||
| 6,524 | 6,533 | |||||||||||||
| Operating lease right-of-use assets | 363 | 349 | ||||||||||||
Other assets: Turnaround costs | 894 | 883 | ||||||||||||
| Goodwill | 2,978 | 2,978 | ||||||||||||
Equity method investments | 246 | 226 | ||||||||||||
| Intangibles and other | 697 | 729 | ||||||||||||
| 4,815 | 4,816 | |||||||||||||
| Total assets | $ | 20,697 | $ | 16,510 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 2,611 | $ | 1,902 | ||||||||||
| Income taxes payable | 445 | 5 | ||||||||||||
| Operating lease liabilities | 89 | 85 | ||||||||||||
Accrued liabilities (Note 11) | 825 | 493 | ||||||||||||
| Total current liabilities | 3,970 | 2,485 | ||||||||||||
Long-term debt, net (Note 13) | 2,774 | 2,769 | ||||||||||||
| Noncurrent operating lease liabilities | 301 | 289 | ||||||||||||
| Deferred income taxes | 1,366 | 1,240 | ||||||||||||
Other long-term liabilities (Note 11) | 502 | 478 | ||||||||||||
| Total liabilities | 8,913 | 7,261 | ||||||||||||
Commitments and Contingencies (Note 17) | ||||||||||||||
| 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 September 30, 2026 and December 31, 2025 | 2 | 2 | ||||||||||||
| Additional capital | 6,029 | 6,008 | ||||||||||||
| Retained earnings | 8,655 | 5,373 | ||||||||||||
Accumulated other comprehensive loss (Note 16) | (46) | (26) | ||||||||||||
Common stock held in treasury, at cost – 50,404,897 and 41,443,642 shares as of September 30, 2026 and December 31, 2025 | (2,920) | (2,173) | ||||||||||||
| Total HF Sinclair stockholders’ equity | 11,720 | 9,184 | ||||||||||||
Noncontrolling interests | 64 | 65 | ||||||||||||
| Total equity | 11,784 | 9,249 | ||||||||||||
| Total liabilities and equity | $ | 20,697 | $ | 16,510 | ||||||||||
6
HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Sales and other revenues (Note 4) | $ | 10,857 | $ | 7,251 | $ | 28,370 | $ | 20,405 | ||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||
Cost of sales: (1) | ||||||||||||||||||||||||||
Cost of materials and other (2) | 7,012 | 5,692 | 21,125 | 16,608 | ||||||||||||||||||||||
Lower of cost or market inventory valuation adjustments (Note 10) | (30) | 66 | (672) | 97 | ||||||||||||||||||||||
| Operating expenses | 723 | 590 | 2,001 | 1,758 | ||||||||||||||||||||||
| 7,705 | 6,348 | 22,454 | 18,463 | |||||||||||||||||||||||
Selling, general and administrative expenses (1) | 146 | 105 | 391 | 323 | ||||||||||||||||||||||
| Depreciation and amortization | 278 | 230 | 735 | 681 | ||||||||||||||||||||||
Other operating expenses, net (Note 5) | 56 | 4 | 103 | 18 | ||||||||||||||||||||||
| Total operating costs and expenses | 8,185 | 6,687 | 23,683 | 19,485 | ||||||||||||||||||||||
Income from operations | 2,672 | 564 | 4,687 | 920 | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Earnings of equity method investments | 5 | 6 | 19 | 27 | ||||||||||||||||||||||
| Interest income | 25 | 11 | 50 | 27 | ||||||||||||||||||||||
| Interest expense | (54) | (51) | (115) | (153) | ||||||||||||||||||||||
Other income (expense), net (Note 6) | 1 | (2) | 19 | (48) | ||||||||||||||||||||||
| (23) | (36) | (27) | (147) | |||||||||||||||||||||||
| Income before income taxes | 2,649 | 528 | 4,660 | 773 | ||||||||||||||||||||||
Income tax expense (Note 12): | ||||||||||||||||||||||||||
| Current | 622 | 74 | 967 | 106 | ||||||||||||||||||||||
| Deferred | 10 | 49 | 133 | 54 | ||||||||||||||||||||||
| 632 | 123 | 1,100 | 160 | |||||||||||||||||||||||
| Net income | 2,017 | 405 | 3,560 | 613 | ||||||||||||||||||||||
Less: net income attributable to noncontrolling interests | 2 | 2 | 5 | 6 | ||||||||||||||||||||||
| Net income attributable to HF Sinclair stockholders | $ | 2,015 | $ | 403 | $ | 3,555 | $ | 607 | ||||||||||||||||||
| Earnings per share attributable to HF Sinclair stockholders: | ||||||||||||||||||||||||||
| Basic | $ | 11.38 | $ | 2.15 | $ | 19.75 | $ | 3.21 | ||||||||||||||||||
| Diluted | $ | 11.38 | $ | 2.15 | $ | 19.75 | $ | 3.21 | ||||||||||||||||||
| Average number of common shares outstanding (in thousands): | ||||||||||||||||||||||||||
| Basic | 175,871 | 186,499 | 178,630 | 187,688 | ||||||||||||||||||||||
| Diluted | 175,871 | 186,499 | 178,630 | 187,688 | ||||||||||||||||||||||
(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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income | $ | 2,017 | $ | 405 | $ | 3,560 | $ | 613 | ||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | (9) | (21) | 27 | ||||||||||||||||||||||
| Cash flow hedging instruments: | ||||||||||||||||||||||||||
| Change in fair value | (2) | 1 | (4) | 1 | ||||||||||||||||||||||
| Reclassifications to net income | 3 | — | 3 | — | ||||||||||||||||||||||
| Net gain (loss) on cash flow hedging instruments | 1 | 1 | (1) | 1 | ||||||||||||||||||||||
| Post-retirement healthcare plans gain reclassified to net income | (1) | (1) | (3) | (3) | ||||||||||||||||||||||
Other comprehensive income (loss) before income taxes | — | (9) | (25) | 25 | ||||||||||||||||||||||
| Income tax expense (benefit) | — | (2) | (5) | 5 | ||||||||||||||||||||||
Other comprehensive income (loss) | — | (7) | (20) | 20 | ||||||||||||||||||||||
Comprehensive income | 2,017 | 398 | 3,540 | 633 | ||||||||||||||||||||||
Less: comprehensive income attributable to noncontrolling interests | 2 | 2 | 5 | 6 | ||||||||||||||||||||||
Comprehensive income attributable to HF Sinclair stockholders | $ | 2,015 | $ | 396 | $ | 3,535 | $ | 627 | ||||||||||||||||||
See accompanying notes.
8
HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | 3,560 | $ | 613 | ||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 735 | 681 | ||||||||||||
| Asset impairments | 75 | 1 | ||||||||||||
| Lower of cost or market inventory valuation adjustments | (672) | 97 | ||||||||||||
| Earnings of equity method investments, net of distributions | — | (6) | ||||||||||||
| Loss on early extinguishment of debt | — | 24 | ||||||||||||
| Loss (gain) on sale of assets | 1 | (1) | ||||||||||||
| Loss on sale of equity method investment | — | 40 | ||||||||||||
| Deferred income tax expense | 133 | 54 | ||||||||||||
| Equity-based compensation expense | 26 | 20 | ||||||||||||
| Change in fair value – derivative instruments | (39) | 41 | ||||||||||||
| (Increase) decrease in current assets: | ||||||||||||||
| Accounts receivable | (999) | (73) | ||||||||||||
| Inventories | (193) | (65) | ||||||||||||
| Income taxes receivable | 44 | 53 | ||||||||||||
| Prepayments and other | — | 18 | ||||||||||||
| Increase (decrease) in current liabilities: | ||||||||||||||
| Accounts payable | 699 | (16) | ||||||||||||
| Income taxes payable | 441 | 9 | ||||||||||||
| Accrued liabilities | 205 | 157 | ||||||||||||
| Turnaround expenditures | (289) | (315) | ||||||||||||
| Other, net | 24 | (25) | ||||||||||||
| Net cash provided by operating activities | 3,751 | 1,307 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Additions to properties, plants and equipment | (357) | (318) | ||||||||||||
| Acquisitions, net of cash acquired | (38) | — | ||||||||||||
| Investment in equity method investment | (24) | — | ||||||||||||
| Proceeds from sale of assets | — | 5 | ||||||||||||
| Other, net | 3 | (28) | ||||||||||||
| Net cash used for investing activities | (416) | (341) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Purchase of treasury stock, inclusive of excise tax | (734) | (216) | ||||||||||||
| Dividends | (273) | (284) | ||||||||||||
| Payments on financing arrangements | (25) | — | ||||||||||||
| Payments on finance leases | (10) | (12) | ||||||||||||
| Distributions to noncontrolling interests | (6) | (9) | ||||||||||||
| Proceeds from financing arrangements | 71 | 103 | ||||||||||||
| Redemption of senior notes | — | (1,416) | ||||||||||||
| Repayments under credit agreements | — | (350) | ||||||||||||
| Proceeds from issuance of senior notes | — | 1,890 | ||||||||||||
| Deferred financing costs | — | (25) | ||||||||||||
| Other, net | — | (4) | ||||||||||||
| Net cash used for financing activities | (977) | (323) | ||||||||||||
| Effect of exchange rate on cash flow | (3) | 8 | ||||||||||||
| Cash and cash equivalents: | ||||||||||||||
| Net change for the period | 2,355 | 651 | ||||||||||||
| Cash and cash equivalents at beginning of period | 978 | 800 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 3,333 | $ | 1,451 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||
| Cash paid for interest | $ | (154) | $ | (127) | ||||||||||
| Decrease in accrued and unpaid capital expenditures | $ | (6) | $ | — | ||||||||||
See accompanying notes.
9
HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited, in millions except share and per share data)
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares (1) | Amount | Shares (1) | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | 223,231 | $ | 2 | $ | 6,021 | $ | 6,733 | $ | (46) | 45,448 | $ | (2,425) | $ | 65 | $ | 10,350 | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | 2,015 | — | — | — | 2 | 2,017 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($0.525 declared per common share) | — | — | — | (93) | — | — | — | — | (93) | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 8 | — | — | — | — | — | 8 | |||||||||||||||||||||||||||||||||||||||||||||||
Treasury stock acquired and excise tax | — | — | — | — | — | 4,957 | (495) | — | (495) | |||||||||||||||||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | — | (3) | (3) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | 223,231 | $ | 2 | $ | 6,029 | $ | 8,655 | $ | (46) | 50,405 | $ | (2,920) | $ | 64 | $ | 11,784 | ||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares (1) | Amount | Shares (1) | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | 223,231 | $ | 2 | $ | 6,011 | $ | 5,184 | $ | (20) | 36,151 | $ | (1,895) | $ | 66 | $ | 9,348 | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | 403 | — | — | — | 2 | 405 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($0.50 declared per common share) | — | — | — | (94) | — | — | — | — | (94) | |||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | (7) | — | — | — | (7) | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 7 | — | — | — | — | — | 7 | |||||||||||||||||||||||||||||||||||||||||||||||
Treasury stock acquired and excise tax | — | — | — | — | — | 3,134 | (161) | — | (161) | |||||||||||||||||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | — | (3) | (3) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 223,231 | $ | 2 | $ | 6,018 | $ | 5,493 | $ | (27) | 39,285 | $ | (2,056) | $ | 65 | $ | 9,495 | ||||||||||||||||||||||||||||||||||||||||
(1)In thousands.
See accompanying notes.
10
HF SINCLAIR CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited, in millions except share and per share data)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares (1) | Amount | Shares (1) | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | 223,231 | $ | 2 | $ | 6,008 | $ | 5,373 | $ | (26) | 41,444 | $ | (2,173) | $ | 65 | $ | 9,249 | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | 3,555 | — | — | — | 5 | 3,560 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($1.525 declared per common share) | — | — | — | (273) | — | — | — | — | (273) | |||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | (20) | — | — | — | (20) | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares under incentive compensation plans | — | — | (2) | — | — | (34) | 2 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 23 | — | — | — | — | — | 23 | |||||||||||||||||||||||||||||||||||||||||||||||
Treasury stock acquired and excise tax | — | — | — | — | — | 8,995 | (749) | — | (749) | |||||||||||||||||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | — | (6) | (6) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | 223,231 | $ | 2 | $ | 6,029 | $ | 8,655 | $ | (46) | 50,405 | $ | (2,920) | $ | 64 | $ | 11,784 | ||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares (1) | Amount | Shares (1) | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 223,231 | $ | 2 | $ | 5,998 | $ | 5,170 | $ | (47) | 34,826 | $ | (1,845) | $ | 68 | $ | 9,346 | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | 607 | — | — | — | 6 | 613 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($1.50 declared per common share) | — | — | — | (284) | — | — | — | — | (284) | |||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | 20 | — | — | — | 20 | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares under incentive compensation plans | — | — | — | — | — | (7) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 20 | — | — | — | — | — | 20 | |||||||||||||||||||||||||||||||||||||||||||||||
Treasury stock acquired and excise tax | — | — | — | — | — | 4,466 | (211) | — | (211) | |||||||||||||||||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | — | (9) | (9) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 223,231 | $ | 2 | $ | 6,018 | $ | 5,493 | $ | (27) | 39,285 | $ | (2,056) | $ | 65 | $ | 9,495 | ||||||||||||||||||||||||||||||||||||||||
(1)In thousands.
See accompanying notes.
11
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 1,850 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.
Western Gateway
In August 2026, we entered into a joint venture with affiliates of Phillips 66 and Kinder Morgan to form the proposed Western Gateway Pipeline system (“Western Gateway”). We will own a 15.0% interest in the joint venture while Phillips 66 and Kinder Morgan will own the remaining 49.9% and 35.1% interests, respectively. Western Gateway is a proposed 1,300-mile refined products pipeline system that would create a new fuel supply path from St. Louis, Missouri, to Arizona and California. We will account for our investment in Western Gateway under the equity method of accounting as a result of our board representation and approval rights over certain significant operating and financing decisions.
Lubricants & Specialties Planned Separation
In July 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 “Planned Separation”). The Planned Separation is expected to be executed in a tax-efficient manner. We expect the Planned Separation will be in the form of a distribution of at least 80.1% of the Lubricants & Specialties company’s stock and will be substantially completed over the course of 2027. See Note 2 for additional information.
Mississauga Asset Retirement
In July 2026, concurrently with the announcement of the Planned Separation, we announced the decision to retire our Mississauga, Ontario base oil refining assets (the “Mississauga Refinery”), with the transition expected to be substantially completed in the second half of 2027 (the “Mississauga Asset Retirement”). See Note 2 for additional information.
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.
12
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 the ASU on our consolidated financial statements.
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 of the ASU on our consolidated financial statements and related disclosures.
NOTE 2:Lubricants & Specialties Planned Separation and Mississauga Asset Retirement
Lubricants & Specialties Planned Separation
In July 2026, we announced the Planned Separation of our Lubricants & Specialties segment. Costs related to the Planned Separation for the three and nine months ended September 30, 2026 were $3 million.
Mississauga Asset Retirement
In July 2026, we announced the Mississauga Asset Retirement. As a result of the decision, the following costs and charges were recorded in our Lubricants & Specialties segment:
| Mississauga Asset Retirement Costs | Statements of Operations Classification | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2026 | |||||||||||||||||||
| (In millions) | ||||||||||||||||||||
Incremental accelerated depreciation and amortization (1) (2) | Depreciation and amortization | $ | 54 | $ | 54 | |||||||||||||||
Severance costs (3) | Other operating expenses, net | 28 | 28 | |||||||||||||||||
Asset impairments (4) | Other operating expenses, net | 27 | 27 | |||||||||||||||||
| Total Mississauga Asset Retirement costs | $ | 109 | $ | 109 | ||||||||||||||||
(1)We assessed the asset group that includes the Mississauga Refinery for impairment and concluded that the carrying value was recoverable. However, the useful lives of the Mississauga Refinery and associated turnaround costs were shortened to align with the estimated retirement date. As of September 30, 2026, the $336 million carrying value of the Properties, plants and equipment, net and Turnaround costs related to the Mississauga Refinery will be depreciated to its estimated salvage value. Incremental accelerated depreciation and amortization related to the Mississauga Refinery and associated turnaround costs are included in the Depreciation and amortization above.
(2)We increased our asset retirement obligations (“AROs”) by $140 million as of September 30, 2026, primarily reflecting a change in the estimated timing of expenditures and obligations to satisfy legal requirements associated with the Mississauga Asset Retirement. The AROs recorded require significant judgment and are subject to changes in the underlying assumptions. Depreciation of the related asset retirement costs will also be recorded through June 2027.
(3)Severance costs represent benefit payments payable to employees impacted by the Mississauga Asset Retirement.
(4)Asset impairment charges relate to the abandonment of certain assets under construction at the Mississauga Refinery.
13
NOTE 3: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:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| Cash and cash equivalents | $ | 5 | $ | 1 | ||||||||||
| Properties, plants and equipment, at cost | 103 | 103 | ||||||||||||
| Less: accumulated depreciation | (18) | (15) | ||||||||||||
| 85 | 88 | |||||||||||||
| Intangibles and other | 25 | 28 | ||||||||||||
14
NOTE 4: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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||||
Revenues by type: | ||||||||||||||||||||||||||
| Refined product revenues: | ||||||||||||||||||||||||||
Transportation fuels (1) | $ | 8,678 | $ | 5,667 | $ | 22,501 | $ | 15,972 | ||||||||||||||||||
Lubricants and specialty products (2) | 851 | 596 | 2,316 | 1,776 | ||||||||||||||||||||||
Asphalt, fuel oil and other products (3) | 583 | 401 | 1,563 | 1,113 | ||||||||||||||||||||||
| Total refined product revenues | 10,112 | 6,664 | 26,380 | 18,861 | ||||||||||||||||||||||
Excess crude oil revenues (4) | 413 | 394 | 1,152 | 1,122 | ||||||||||||||||||||||
| Transportation and logistics services | 34 | 29 | 97 | 87 | ||||||||||||||||||||||
Other revenues (5) | 298 | 164 | 741 | 335 | ||||||||||||||||||||||
| Total sales and other revenues | $ | 10,857 | $ | 7,251 | $ | 28,370 | $ | 20,405 | ||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(In millions) | |||||||||||||||||||||||
Refined product revenues by market: (6) | |||||||||||||||||||||||
| United States: | |||||||||||||||||||||||
| Mid-Continent | $ | 3,556 | $ | 2,440 | $ | 9,210 | $ | 6,786 | |||||||||||||||
| Rocky Mountains | 2,446 | 1,468 | 6,175 | 4,065 | |||||||||||||||||||
| Northwest | 2,044 | 1,312 | 5,221 | 3,753 | |||||||||||||||||||
| Southwest | 1,334 | 913 | 3,736 | 2,686 | |||||||||||||||||||
| Northeast | 331 | 204 | 840 | 636 | |||||||||||||||||||
| Canada | 326 | 260 | 964 | 728 | |||||||||||||||||||
Other | 75 | 67 | 234 | 207 | |||||||||||||||||||
| Total refined product revenues | $ | 10,112 | $ | 6,664 | $ | 26,380 | $ | 18,861 | |||||||||||||||
(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 September 30, 2026, other revenues included Refining RINs sales of $181 million. During the nine months ended September 30, 2026, other revenues included Refining and Renewables RINs sales of $420 million.
(6)Revenues are allocated to markets based on the location where the sale originated.
15
As of September 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 2036. 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 | 2027 | 2028 | Thereafter | Total | |||||||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||||||||||
| Refined product sales volumes (barrels) | 11 | 40 | 30 | 18 | 99 | |||||||||||||||||||||||||||
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 September 30, 2026 are as follows:
| Contractual Minimum | Remainder of 2026 | 2027 | 2028 | Thereafter | Total | |||||||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||||||||||
| Midstream operations revenues | $ | 6 | $ | 22 | $ | 22 | $ | 45 | $ | 95 | ||||||||||||||||||||||
NOTE 5:Other Operating Expenses, Net
Other operating expense, net consists of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
Asset impairments (1) | $ | 28 | $ | — | $ | 75 | $ | 1 | ||||||||||||||||||
| Severance costs | 28 | — | 28 | — | ||||||||||||||||||||||
| Decommissioning and closure costs | — | — | — | 8 | ||||||||||||||||||||||
| Other | — | 4 | — | 9 | ||||||||||||||||||||||
| Other operating expense, net | $ | 56 | $ | 4 | $ | 103 | $ | 18 | ||||||||||||||||||
(1)During the three months ended September 30, 2026, asset impairments primarily related to the Mississauga Asset Retirement in our Lubricants & Specialties segment. See Note 2 for additional information. During the nine months ended September 30, 2026, asset impairments also included an impairment charge of $47 million related to the abandonment of certain assets under construction in our Renewables segment.
NOTE 6:Other Income (Expense), Net
Other income (expense), net consists of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Gain on settlement of precious metals | $ | — | $ | — | $ | 14 | $ | — | ||||||||||||||||||
| Gain (loss) on sale of assets and other | (1) | 5 | 2 | 13 | ||||||||||||||||||||||
| Gain on foreign currency transactions | 2 | 1 | 3 | 3 | ||||||||||||||||||||||
Loss on sale of equity method investment (1) | — | — | — | (40) | ||||||||||||||||||||||
| Loss on early extinguishment of debt | — | (8) | — | (24) | ||||||||||||||||||||||
Other income (expense), net | $ | 1 | $ | (2) | $ | 19 | $ | (48) | ||||||||||||||||||
(1)During the nine months ended September 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.
16
NOTE 7: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 September 30, 2026 and December 31, 2025 were as follows:
| Fair Value by Input Level | ||||||||||||||||||||||||||
| Carrying Amount | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Commodity contracts | $ | 5 | $ | — | $ | 5 | $ | — | ||||||||||||||||||
| Foreign currency forward contracts | 14 | — | 14 | — | ||||||||||||||||||||||
| Total assets | $ | 19 | $ | — | $ | 19 | $ | — | ||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Commodity contracts | $ | 5 | $ | — | $ | 3 | $ | 2 | ||||||||||||||||||
Financing arrangements - precious metals | 107 | — | 108 | — | ||||||||||||||||||||||
| Environmental credit obligations | 45 | — | 45 | — | ||||||||||||||||||||||
| Total liabilities | $ | 157 | $ | — | $ | 156 | $ | 2 | ||||||||||||||||||
| Fair Value by Input Level | ||||||||||||||||||||||||||
| Carrying Amount | Level 1 | Level 2 | Level 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 contracts | 6 | — | 6 | — | ||||||||||||||||||||||
| Environmental credit obligations | 46 | — | 46 | — | ||||||||||||||||||||||
| Total liabilities | $ | 151 | $ | — | $ | 153 | $ | — | ||||||||||||||||||
17
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 calculated 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 derived using quoted forward commodity prices. The fair value of our precious metals financing arrangements, discussed in Note 13, is derived 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 14 for additional information on derivative instruments and hedging activities.
NOTE 8: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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
(In millions, except share and per share data) | ||||||||||||||||||||||||||
| Net income attributable to HF Sinclair stockholders | $ | 2,015 | $ | 403 | $ | 3,555 | $ | 607 | ||||||||||||||||||
Less: participating securities’ share in earnings (1) | 13 | 3 | 26 | 5 | ||||||||||||||||||||||
| Net income attributable to common shares | $ | 2,002 | $ | 400 | $ | 3,529 | $ | 602 | ||||||||||||||||||
| Average number of common shares outstanding (in thousands): | ||||||||||||||||||||||||||
Basic | 175,871 | 186,499 | 178,630 | 187,688 | ||||||||||||||||||||||
Diluted | 175,871 | 186,499 | 178,630 | 187,688 | ||||||||||||||||||||||
| Basic earnings per share | $ | 11.38 | $ | 2.15 | $ | 19.75 | $ | 3.21 | ||||||||||||||||||
| Diluted earnings per share | $ | 11.38 | $ | 2.15 | $ | 19.75 | $ | 3.21 | ||||||||||||||||||
(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.
18
NOTE 9: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 September 30, 2026 and December 31, 2025.
The stock-based compensation expense was $9 million and $7 million for the three months ended September 30, 2026 and 2025, respectively. The stock-based compensation expense was $26 million and $22 million for the nine months ended September 30, 2026 and 2025, respectively.
A summary of restricted stock units and performance share units activity during the nine months ended September 30, 2026 is presented below:
| Restricted Stock Units | Performance Share Units | |||||||||||||
Outstanding at January 1, 2026 | 977,500 | 755,516 | ||||||||||||
Granted (1) | 46,462 | 191,149 | ||||||||||||
| Vested | (33,993) | — | ||||||||||||
| Forfeited | (225,132) | (435,851) | ||||||||||||
Outstanding at September 30, 2026 | 764,837 | 510,814 | ||||||||||||
(1)During the nine months ended September 30, 2026, the weighted average grant date fair value per unit for restricted stock units and performance share units was $70.41 and $74.41, respectively.
NOTE 10:Inventories
Inventories consist of the following components:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| Crude oil | $ | 802 | $ | 874 | ||||||||||
Other raw materials and unfinished products (1) | 909 | 709 | ||||||||||||
Finished products (2) | 1,354 | 1,337 | ||||||||||||
| Lower of cost or market reserve | (34) | (706) | ||||||||||||
| Crude oil and refined products | 3,031 | 2,214 | ||||||||||||
Process chemicals (3) | 72 | 54 | ||||||||||||
Repair and maintenance supplies and other (4) | 329 | 305 | ||||||||||||
| Materials, supplies and other | 401 | 359 | ||||||||||||
| Total inventories | $ | 3,432 | $ | 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.
19
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 | Renewables | Total | |||||||||||||||||
(In millions) | ||||||||||||||||||||
Balance at December 31, 2025 | $ | 604 | $ | 102 | $ | 706 | ||||||||||||||
| Lower of cost or market inventory valuation adjustments | (604) | (68) | (672) | |||||||||||||||||
Balance at September 30, 2026 | $ | — | $ | 34 | $ | 34 | ||||||||||||||
NOTE 11:Accrued Liabilities and Other Long-Term Liabilities
Accrued liabilities consist of the following:
| September 30, 2026 | December 31, 2025 | |||||||||||||
(In millions) | ||||||||||||||
Wage and other employee-related liabilities (1) | $ | 265 | $ | 88 | ||||||||||
Asset retirement obligations (2) | 140 | — | ||||||||||||
| Financing arrangements - precious metals | 107 | 94 | ||||||||||||
Environmental credit obligations | 72 | 64 | ||||||||||||
| Accrued taxes other than income | 46 | 27 | ||||||||||||
| Accrued interest expense | 34 | 65 | ||||||||||||
Environmental liabilities (3) | 24 | 22 | ||||||||||||
Financing lease liabilities | 15 | 14 | ||||||||||||
Commodity and foreign currency derivatives | 5 | 11 | ||||||||||||
| Other | 117 | 108 | ||||||||||||
| Total accrued liabilities | $ | 825 | $ | 493 | ||||||||||
Other long-term liabilities consist of the following:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (In millions) | ||||||||||||||
Environmental liabilities (3) | $ | 213 | $ | 167 | ||||||||||
Financing lease liabilities | 75 | 75 | ||||||||||||
| Asset retirement obligations | 68 | 68 | ||||||||||||
| Other | 146 | 168 | ||||||||||||
| Total other long-term liabilities | $ | 502 | $ | 478 | ||||||||||
(1)Includes $28 million of severance costs related to the Mississauga Asset Retirement. See Note 2 for additional information.
(2)Reflects a change in the estimated timing of expenditures and obligations to satisfy legal requirements associated with the Mississauga Asset Retirement. See Note 2 for additional information.
(3)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 $32 million and $2 million for the three months ended September 30, 2026 and 2025, respectively, and $59 million and $4 million for the nine months ended September 30, 2026 and 2025, respectively.
20
NOTE 12:Income Taxes
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Income before income taxes | $ | 2,649 | $ | 528 | $ | 4,660 | $ | 773 | ||||||||||||||||||
Income tax expense | $ | 632 | $ | 123 | $ | 1,100 | $ | 160 | ||||||||||||||||||
Effective income tax rate (1) | 23.8 | % | 23.3 | % | 23.6 | % | 20.7 | % | ||||||||||||||||||
(1) Due to rounding of reported numbers, some amounts may not calculate exactly.
For both the three and nine months ended September 30, 2026, the effective tax rate was higher than the statutory rate of 21.0%, primarily due to state and local income taxes on pre-tax earnings, partially offset by the benefits of nontaxable renewable fuel incentives. For the three months ended September 30, 2025, the effective tax rate was higher than the statutory rate of 21.0%, primarily due to pre-tax results and the effects of state and local income tax. For the nine months ended September 30, 2025, the effective tax rate was lower than the statutory rate of 21.0%, primarily due to pre-tax results and the benefits of nontaxable renewable fuel incentives and a discrete benefit associated with the revaluation of deferred tax liabilities from state tax law changes enacted in the second quarter of 2025.
NOTE 13: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 September 30, 2026, we were in compliance with all covenants and had no outstanding borrowings or letters of credit under the HF Sinclair Credit Agreement.
Senior Notes
Our unsecured senior notes and unsubordinated obligations rank equally with all future unsecured and unsubordinated indebtedness. We may, from time to time, seek to retire some or all of our outstanding debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, may be material and will depend on prevailing market conditions, our liquidity requirements and other factors.
Financing Arrangements
Certain of our wholly owned subsidiaries entered into financing arrangements whereby such subsidiaries sold a portion of their precious metals catalyst to a financial institution in exchange for cash and then financed the use of the precious metals catalyst for a term not to exceed one year. During the nine months ended September 30, 2026, we received proceeds of $71 million and made principal payments of $25 million. In addition, we settled an obligation of $19 million through the transfer of owned precious metals, resulting in a non-cash gain of $14 million which represents the excess of the financing arrangement’s settlement value over the carrying value of the precious metals transferred. During the three months ended September 30, 2026, we entered into new financings under which we received precious metals with a fair value of $23 million and subsequently extinguished a previously existing financing arrangement with a different financial institution with a fair value of $23 million through the delivery of precious metals.
We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities, which are unrelated to the HF Sinclair Credit Agreement. As of September 30, 2026, we had $12 million of outstanding letters of credit issued under these credit facilities.
21
The principal and carrying amounts of Long-term debt are as follows:
| Carrying Amount | ||||||||||||||||||||
| Maturity Date | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| HF Sinclair Senior Notes: | ||||||||||||||||||||
5.000% Senior Notes | February 2028 | $ | 499 | $ | 499 | |||||||||||||||
4.500% Senior Notes | October 2030 | 325 | 325 | |||||||||||||||||
5.750% Senior Notes | January 2031 | 650 | 650 | |||||||||||||||||
5.500% Senior Notes | September 2032 | 500 | 500 | |||||||||||||||||
6.250% Senior Notes | January 2035 | 750 | 750 | |||||||||||||||||
| 2,724 | 2,724 | |||||||||||||||||||
| HollyFrontier Senior Notes: | ||||||||||||||||||||
4.500% Senior Notes | October 2030 | 75 | 75 | |||||||||||||||||
| 75 | 75 | |||||||||||||||||||
| HEP Senior Notes: | ||||||||||||||||||||
5.000% Senior Notes | February 2028 | 1 | 1 | |||||||||||||||||
| 1 | 1 | |||||||||||||||||||
| Total Senior Notes | 2,800 | 2,800 | ||||||||||||||||||
HF Sinclair Credit Agreement | April 2030 | — | — | |||||||||||||||||
| — | — | |||||||||||||||||||
| Total debt at face value | 2,800 | 2,800 | ||||||||||||||||||
| Unamortized discount and debt issuance costs | (26) | (31) | ||||||||||||||||||
| Long-term debt | $ | 2,774 | $ | 2,769 | ||||||||||||||||
The fair values of the senior notes are as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| HF Sinclair, HollyFrontier and HEP Senior Notes | $ | 2,752 | $ | 2,858 | ||||||||||
These fair values are based on a Level 2 input. See Note 7 for additional information on Level 2 inputs.
NOTE 14: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.
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.
22
For both the three and nine months ended September 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 13, could require repayment under certain conditions based on the future pricing of precious metals. 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:
As of September 30, 2026, we have the following notional amounts related to outstanding derivative instruments:
(1)Represents an embedded derivative within our precious metals financing arrangements, which may be refinanced or require repayment under certain conditions. See Note 13 for additional information on these financing arrangements.
23
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.
(1)Represents an embedded derivative within our precious metals financing arrangements, which may be refinanced or require repayment under certain conditions. See Note 13 for additional information on these financing arrangements.
NOTE 15:Stockholders’ Equity
On August 2, 2026, we repurchased 2,375,000 shares of our outstanding common stock from REH Advisors Inc. (“REH”) (now the parent company of REH Company, LLC) in a privately negotiated transaction under the share repurchase program initially approved by our Board of Directors (the “Board”) in May 2024 (the “2024 Share Repurchase Program”) and pursuant to the Stock Purchase Agreement, dated August 2, 2026 (the “August 2026 Stock Purchase Agreement”), between us and REH. The price paid under the August 2026 Stock Purchase Agreement was $89.41 per share resulting in an aggregate purchase price of $212 million. The purchase price was funded with cash on hand.
In connection with the August 2026 Stock Purchase Agreement, the Board increased the 2024 Share Repurchase Program by $15 million, effective July 31, 2026.
24
On August 26, 2026, our Board approved a new $1.5 billion share repurchase program (the “New Share Repurchase Program”), which replaced all existing share repurchase programs, including the approximately $11 million remaining under the 2024 Share Repurchase Program. The New Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions, including transactions with REH, which are subject to REH’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. In addition, we are authorized by our Board to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The Board has discretion to cancel the New Share Repurchase Program at any time.
As of September 30, 2026, we had remaining authorization to repurchase up to $1.2 billion under the New Share Repurchase Program.
The following table presents the total open market and privately negotiated purchases of shares under our share repurchase programs for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In millions, except share data) | ||||||||||||||||||||||||||
Number of shares repurchased (1) | 4,957,465 | 3,134,076 | 8,982,193 | 4,463,801 | ||||||||||||||||||||||
| Cash paid for shares repurchased | $ | 490 | $ | 160 | $ | 741 | $ | 210 | ||||||||||||||||||
(1)During the three months ended September 30, 2026, 2,375,000 shares were repurchased for $212 million pursuant to privately negotiated repurchases from REH. During the nine months ended September 30, 2026, 3,830,180 shares were repurchased for $312 million pursuant to privately negotiated repurchases from REH. During the three and nine months ended September 30, 2025, 1,948,558 shares were repurchased for $100 million pursuant to privately negotiated repurchases from REH.
During the nine months ended September 30, 2026 and 2025, we withheld 13,055 and 2,444 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 October 28, 2026, our Board declared a regular quarterly dividend in the amount of $0.525 per share, payable on December 2, 2026 to holders of record of common stock on November 12, 2026.
25
NOTE 16:Other Comprehensive Income (Loss)
The components and allocated tax effects of Other comprehensive income (loss) are as follows:
| Before-Tax | Tax Expense (Benefit) | After-Tax | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||
Net unrealized gain on cash flow hedging instruments | $ | 1 | $ | — | $ | 1 | ||||||||||||||
| Net change in pension and other post-retirement benefit obligations | (1) | — | (1) | |||||||||||||||||
Other comprehensive income attributable to HF Sinclair stockholders | $ | — | $ | — | $ | — | ||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||
| Net change in foreign currency translation adjustment | $ | (9) | $ | (2) | $ | (7) | ||||||||||||||
Net unrealized gain on cash flow hedging instruments | 1 | — | 1 | |||||||||||||||||
| Net change in pension and other post-retirement benefit obligations | (1) | — | (1) | |||||||||||||||||
Other comprehensive loss attributable to HF Sinclair stockholders | $ | (9) | $ | (2) | $ | (7) | ||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||
| Net change in foreign currency translation adjustment | $ | (21) | $ | (4) | $ | (17) | ||||||||||||||
Net unrealized loss on cash flow hedging instruments | (1) | — | (1) | |||||||||||||||||
| Net change in pension and other post-retirement benefit obligations | (3) | (1) | (2) | |||||||||||||||||
Other comprehensive loss attributable to HF Sinclair stockholders | $ | (25) | $ | (5) | $ | (20) | ||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Net change in foreign currency translation adjustment | $ | 27 | $ | 5 | $ | 22 | ||||||||||||||
Net unrealized gain on cash flow hedging instruments | 1 | — | 1 | |||||||||||||||||
| Net change in pension and other post-retirement benefit obligations | (3) | — | (3) | |||||||||||||||||
Other comprehensive income attributable to HF Sinclair stockholders | $ | 25 | $ | 5 | $ | 20 | ||||||||||||||
Reclassifications out of Accumulated other comprehensive loss and into the Consolidated Statements of Operations were nominal for the three and nine months ended September 30, 2026 and 2025.
Accumulated other comprehensive loss in the equity section of our consolidated balance sheets includes:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| Foreign currency translation adjustment | $ | (47) | $ | (30) | ||||||||||
Unrealized loss on cash flow hedging instruments | (1) | — | ||||||||||||
Unrealized gain on post-retirement benefit obligations | 2 | 4 | ||||||||||||
| Accumulated other comprehensive loss | $ | (46) | $ | (26) | ||||||||||
26
NOTE 17: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 (“SRE”) 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 SRE 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 on July 16, 2026, and the EPA’s response brief is due by November 16, 2026.
Separately, on April 7, 2026, the DC Circuit unanimously ruled in our favor regarding our Parco refinery’s 2024 SRE petition (the “Parco 2024 Petition”), vacating the EPA’s denial and remanding the matter to the EPA for reconsideration. The EPA issued a decision on August 3, 2026, partially granting relief on the Parco 2024 Petition. At the same time, the EPA denied a 2023 SRE petition for the Parco refinery and petitions for 2023 and 2024 for our Artesia refinery. We filed a petition for reconsideration of the EPA’s decision on the Parco 2024 Petition on August 7, 2026, asserting errors in the EPA’s analysis and requesting a full grant. On August 31, 2026, the EPA reaffirmed its partial grant for the Parco 2024 Petition. Additionally, on August 31, 2026, the EPA issued decisions partially granting or denying 2025 SRE petitions for our Woods Cross, Casper, Parco and Artesia refineries. The EPA also granted a 2025 SRE petition for our Tulsa East refinery. On October 1, 2026, certain of our subsidiaries filed lawsuits in the U.S. Court of Appeals for the Tenth Circuit challenging the EPA’s denials and partial grants for various SRE petitions for our Woods Cross, Parco and Artesia refineries for various compliance years from 2023 to 2025. On October 2, 2026, we filed protective lawsuits in the DC Circuit challenging the EPA’s denials and partial grants for the same SRE petitions.
The Renewable Fuels Association and Growth Energy also filed lawsuits in the DC Circuit challenging the EPA’s SRE grants and partial SRE grants in its various August 2026 decisions, including our refineries’ full grants and partial grants. On October 1, 2026, the DC Circuit granted those challengers’ motions to hold their lawsuits in abeyance pending the DC Circuit’s ruling on the challenges to the EPA’s August 2025 and November 2025 decisions. On October 19, 2026, we filed a motion to intervene to defend the full and partial SREs granted to our refineries in EPA’s August 2026 decisions.
These matters remain pending, and we are unable to estimate the impact at this time.
NOTE 18: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.
27
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, New Mexico and Oklahoma 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. See Note 2 for additional information.
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. In August 2026, we entered into a joint venture with affiliates of Phillips 66 and Kinder Morgan to form Western Gateway. See Note 1 for additional information. 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.
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.
28
| Refining | Renewables | Marketing | Lubricants & Specialties | Midstream | Corporate, Other and Eliminations | Consolidated Total | ||||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| Sales and other revenues: | ||||||||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | 8,141 | $ | 182 | $ | 1,576 | $ | 924 | $ | 34 | $ | — | $ | 10,857 | ||||||||||||||||||||||||||||||
Intersegment revenues and other (1) | 1,716 | 346 | — | 2 | 135 | (2,199) | — | |||||||||||||||||||||||||||||||||||||
| 9,857 | 528 | 1,576 | 926 | 169 | (2,199) | 10,857 | ||||||||||||||||||||||||||||||||||||||
Cost of sales: (2) | ||||||||||||||||||||||||||||||||||||||||||||
Cost of materials and other (3) | 6,648 | 395 | 1,525 | 631 | — | (2,187) | 7,012 | |||||||||||||||||||||||||||||||||||||
| Lower of cost or market inventory valuation adjustments | — | (30) | — | — | — | — | (30) | |||||||||||||||||||||||||||||||||||||
| Operating expenses | 557 | 23 | — | 74 | 68 | 1 | 723 | |||||||||||||||||||||||||||||||||||||
| 7,205 | 388 | 1,525 | 705 | 68 | (2,186) | 7,705 | ||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses (2) | 70 | 1 | 12 | 48 | 2 | 13 | 146 | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 146 | 16 | 8 | 80 | 16 | 12 | 278 | |||||||||||||||||||||||||||||||||||||
Other operating expenses, net | 1 | — | — | 55 | — | — | 56 | |||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | 2,435 | $ | 123 | $ | 31 | $ | 38 | $ | 83 | $ | (38) | $ | 2,672 | ||||||||||||||||||||||||||||||
| Earnings of equity method investments | 5 | |||||||||||||||||||||||||||||||||||||||||||
| Interest income | 25 | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (54) | |||||||||||||||||||||||||||||||||||||||||||
Other income, net | 1 | |||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | $ | 2,649 | ||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | 88 | $ | 2 | $ | 17 | $ | 12 | $ | 15 | $ | 3 | $ | 137 | ||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Sales and other revenues: | ||||||||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | 5,507 | $ | 163 | $ | 898 | $ | 654 | $ | 29 | $ | — | $ | 7,251 | ||||||||||||||||||||||||||||||
Intersegment revenues and other (1) | 936 | 114 | — | 1 | 131 | (1,182) | — | |||||||||||||||||||||||||||||||||||||
| 6,443 | 277 | 898 | 655 | 160 | (1,182) | 7,251 | ||||||||||||||||||||||||||||||||||||||
Cost of sales: (2) | ||||||||||||||||||||||||||||||||||||||||||||
Cost of materials and other (3) | 5,278 | 267 | 860 | 470 | — | (1,183) | 5,692 | |||||||||||||||||||||||||||||||||||||
| Lower of cost or market inventory valuation adjustments | 46 | 20 | — | — | — | — | 66 | |||||||||||||||||||||||||||||||||||||
| Operating expenses | 447 | 22 | — | 71 | 50 | — | 590 | |||||||||||||||||||||||||||||||||||||
| 5,771 | 309 | 860 | 541 | 50 | (1,183) | 6,348 | ||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses (2) | 53 | 1 | 10 | 36 | 1 | 4 | 105 | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 139 | 22 | 7 | 26 | 18 | 18 | 230 | |||||||||||||||||||||||||||||||||||||
Other operating expenses, net | 4 | — | — | — | — | — | 4 | |||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | 476 | $ | (55) | $ | 21 | $ | 52 | $ | 91 | $ | (21) | $ | 564 | ||||||||||||||||||||||||||||||
| Earnings of equity method investments | 6 | |||||||||||||||||||||||||||||||||||||||||||
| Interest income | 11 | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (51) | |||||||||||||||||||||||||||||||||||||||||||
Other expense, net | (2) | |||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | $ | 528 | ||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | 79 | $ | — | $ | 17 | $ | 8 | $ | 9 | $ | 8 | $ | 121 | ||||||||||||||||||||||||||||||
29
| Refining | Renewables | Marketing | Lubricants & Specialties | Midstream | Corporate, Other and Eliminations | Consolidated Total | ||||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| Sales and other revenues: | ||||||||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | 21,327 | $ | 633 | $ | 3,738 | $ | 2,575 | $ | 97 | $ | — | $ | 28,370 | ||||||||||||||||||||||||||||||
Intersegment revenues and other (1) | 4,029 | 715 | — | 4 | 405 | (5,153) | — | |||||||||||||||||||||||||||||||||||||
| 25,356 | 1,348 | 3,738 | 2,579 | 502 | (5,153) | 28,370 | ||||||||||||||||||||||||||||||||||||||
Cost of sales: (2) | ||||||||||||||||||||||||||||||||||||||||||||
Cost of materials and other (3) | 19,988 | 912 | 3,613 | 1,755 | — | (5,143) | 21,125 | |||||||||||||||||||||||||||||||||||||
| Lower of cost or market inventory valuation adjustments | (604) | (68) | — | — | — | — | (672) | |||||||||||||||||||||||||||||||||||||
| Operating expenses | 1,516 | 68 | — | 226 | 187 | 4 | 2,001 | |||||||||||||||||||||||||||||||||||||
| 20,900 | 912 | 3,613 | 1,981 | 187 | (5,139) | 22,454 | ||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses (2) | 192 | 3 | 30 | 131 | 6 | 29 | 391 | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 437 | 51 | 24 | 129 | 53 | 41 | 735 | |||||||||||||||||||||||||||||||||||||
| Other operating expenses, net | 1 | 47 | — | 55 | — | — | 103 | |||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | 3,826 | $ | 335 | $ | 71 | $ | 283 | $ | 256 | $ | (84) | $ | 4,687 | ||||||||||||||||||||||||||||||
| Earnings of equity method investments | 19 | |||||||||||||||||||||||||||||||||||||||||||
| Interest income | 50 | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (115) | |||||||||||||||||||||||||||||||||||||||||||
Other income, net | 19 | |||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | $ | 4,660 | ||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | 221 | $ | 4 | $ | 60 | $ | 25 | $ | 38 | $ | 9 | $ | 357 | ||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Sales and other revenues: | ||||||||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | 15,588 | $ | 388 | $ | 2,410 | $ | 1,932 | $ | 87 | $ | — | $ | 20,405 | ||||||||||||||||||||||||||||||
Intersegment revenues and other (1) | 2,525 | 337 | — | 6 | 386 | (3,254) | — | |||||||||||||||||||||||||||||||||||||
| 18,113 | 725 | 2,410 | 1,938 | 473 | (3,254) | 20,405 | ||||||||||||||||||||||||||||||||||||||
Cost of sales: (2) | ||||||||||||||||||||||||||||||||||||||||||||
Cost of materials and other (3) | 15,463 | 688 | 2,304 | 1,409 | — | (3,256) | 16,608 | |||||||||||||||||||||||||||||||||||||
| Lower of cost or market inventory valuation adjustments | 102 | (5) | — | — | — | — | 97 | |||||||||||||||||||||||||||||||||||||
| Operating expenses | 1,349 | 67 | — | 198 | 141 | 3 | 1,758 | |||||||||||||||||||||||||||||||||||||
| 16,914 | 750 | 2,304 | 1,607 | 141 | (3,253) | 18,463 | ||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses (2) | 159 | 2 | 26 | 115 | 5 | 16 | 323 | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 410 | 71 | 21 | 70 | 55 | 54 | 681 | |||||||||||||||||||||||||||||||||||||
| Other operating expenses, net | 18 | — | — | — | — | — | 18 | |||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | 612 | $ | (98) | $ | 59 | $ | 146 | $ | 272 | $ | (71) | $ | 920 | ||||||||||||||||||||||||||||||
| Earnings of equity method investments | 27 | |||||||||||||||||||||||||||||||||||||||||||
| Interest income | 27 | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (153) | |||||||||||||||||||||||||||||||||||||||||||
Other expense, net | (48) | |||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | $ | 773 | ||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | 209 | $ | 2 | $ | 33 | $ | 28 | $ | 30 | $ | 16 | $ | 318 | ||||||||||||||||||||||||||||||
(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.
30
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 1,850 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.
Market Developments
For the three months ended September 30, 2026, Net income attributable to HF Sinclair stockholders was $2,015 million, compared to a Net income attributable to HF Sinclair stockholders of $403 million for the three months ended September 30, 2025. For the nine months ended September 30, 2026, Net income attributable to HF Sinclair stockholders was $3,555 million, compared to $607 million for the nine months ended September 30, 2025.
Adjusted refinery gross margin per barrel sold increased $35.06, or 183%, from $19.16 for the three months ended September 30, 2025 to $54.22 for the three months ended September 30, 2026. Adjusted refinery gross margin per barrel sold increased $15.05, or 100%, from $15.07 for the nine months ended September 30, 2025 to $30.12 for the nine months ended September 30, 2026.
In the Refining segment, we saw favorable refining margins in the Mid-Continent and West regions, driven principally by the tight supply of transportation fuels across the markets, elevated crack spreads and benefits from the small refinery RINs waivers granted by the EPA. Additionally, stronger transportation fuel sales in the West region were offset by lower sales in the Mid-Continent region due to the planned turnaround at our El Dorado refinery. For the fourth quarter of 2026, we expect to run between 560,000-600,000 barrels per day of crude oil, which reflects the completion of the planned turnaround at our El Dorado refinery.
In the Renewables segment, margins were favorably impacted in the third quarter of 2026 by improved RINs prices, higher Producer’s Tax Credit (“PTC”) benefits and increased sales volumes. During the third 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 third 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.
During the three months ended September 30, 2026, the Lubricants & Specialties segment continued to see solid performance (excluding first-in, first out (“FIFO”) impacts), driven by sales mix optimization and strong product and base oil prices, despite one-time costs related to the decision to retire our Mississauga, Ontario base oil refining assets (the “Mississauga Refinery”).
In the Midstream segment, our results continued to benefit from higher pipeline revenues and throughput volumes, offset by higher operating expenses during the three months ended September 30, 2026.
31
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 conflicts in Ukraine and the Middle East, will depend on various factors and consequences beyond our control.
On August 26, 2026, our Board of Directors (the “Board”) approved a new $1.5 billion share repurchase program (the “New Share Repurchase Program”), which replaced all existing share repurchase programs, including the approximately $11 million remaining under the share repurchase program initially authorized by the Board in May 2024 (the “2024 Share Repurchase Program”). The New Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions, including transactions with REH Advisors Inc. (“REH”) (now the parent company of REH Company, LLC), which are subject to REH’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. In addition, we are authorized by our Board to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The Board has discretion to cancel the New Share Repurchase Program at any time.
On October 28, 2026, our Board declared a regular quarterly dividend in the amount of $0.525 per share, payable on December 2, 2026 to holders of record of common stock on November 12, 2026.
Western Gateway
In August 2026, we entered into a joint venture with affiliates of Phillips 66 and Kinder Morgan to form the proposed Western Gateway Pipeline system (“Western Gateway”). We will own a 15.0% interest in the joint venture while Phillips 66 and Kinder Morgan will own the remaining 49.9% and 35.1% interests, respectively. Western Gateway is a proposed 1,300-mile refined products pipeline system that would create a new fuel supply path from St. Louis, Missouri, to Arizona and California.
Lubricants & Specialties Planned Separation
In July 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 “Planned Separation”). The Planned Separation is expected to be executed in a tax-efficient manner. We expect the Planned Separation will be in the form of a distribution of at least 80.1% of the Lubricants & Specialties company’s stock and will be substantially completed over the course of 2027.
Mississauga Asset Retirement
In July 2026, concurrently with the announcement of the Planned Separation, we announced the decision to retire the Mississauga Refinery, with the transition expected to be substantially completed in the second half 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. See Note 2 “Lubricants & Specialties Planned Separation and Mississauga Asset Retirement” in the Consolidated Financial Statements for additional information.
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. Excluding the benefits from small refinery RINs waivers granted by the EPA, our compliance costs related to the RFS regulation significantly increased our Cost of materials and other to $516 million and $1,512 million for the three and nine months ended September 30, 2026, respectively. For the three and nine months ended September 30, 2026, the Refining segment recognized $181 million and $364 million in revenues related to RINs sales which are included in Sales and other revenues in our consolidated statement of operations. Small refinery RINs waivers granted increased pre-tax earnings by $603 million for the nine months ended September 30, 2026. We recognized $582 million in Cost of materials and other and $21 million in Sales and other revenues related to the small refinery RINs waivers granted in the third quarter of 2026 and the fourth quarter of 2025, respectively. At September 30, 2026, our open RINs credit obligations were $41 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 nine months ended September 30, 2026 and 2025 is presented in the following sections.
32
RESULTS OF OPERATIONS
Financial Data
| Three Months Ended September 30, | Change from 2025 | |||||||||||||||||||||||||
| 2026 | 2025 | Change | Percent | |||||||||||||||||||||||
| (In millions, except share and per share data) | ||||||||||||||||||||||||||
| Sales and other revenues | $ | 10,857 | $ | 7,251 | $ | 3,606 | 50 | % | ||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||
Cost of sales: (1) | ||||||||||||||||||||||||||
Cost of materials and other (2) | 7,012 | 5,692 | 1,320 | 23 | % | |||||||||||||||||||||
| Lower of cost or market inventory valuation adjustments | (30) | 66 | (96) | NM | ||||||||||||||||||||||
| Operating expenses | 723 | 590 | 133 | 23 | % | |||||||||||||||||||||
| 7,705 | 6,348 | 1,357 | 21 | % | ||||||||||||||||||||||
Selling, general and administrative expenses (1) | 146 | 105 | 41 | 39 | % | |||||||||||||||||||||
| Depreciation and amortization | 278 | 230 | 48 | 21 | % | |||||||||||||||||||||
| Other operating expenses, net | 56 | 4 | 52 | 1,300 | % | |||||||||||||||||||||
| Total operating costs and expenses | 8,185 | 6,687 | 1,498 | 22 | % | |||||||||||||||||||||
| Income from operations | 2,672 | 564 | 2,108 | 374 | % | |||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Earnings of equity method investments | 5 | 6 | (1) | (17) | % | |||||||||||||||||||||
| Interest income | 25 | 11 | 14 | 127 | % | |||||||||||||||||||||
| Interest expense | (54) | (51) | (3) | 6 | % | |||||||||||||||||||||
Other income (expense), net | 1 | (2) | 3 | NM | ||||||||||||||||||||||
| (23) | (36) | 13 | (36) | % | ||||||||||||||||||||||
| Income before income taxes | 2,649 | 528 | 2,121 | 402 | % | |||||||||||||||||||||
| Income tax expense: | ||||||||||||||||||||||||||
| Current | 622 | 74 | 548 | 741 | % | |||||||||||||||||||||
| Deferred | 10 | 49 | (39) | (80) | % | |||||||||||||||||||||
| 632 | 123 | 509 | 414 | % | ||||||||||||||||||||||
| Net income | 2,017 | 405 | 1,612 | 398 | % | |||||||||||||||||||||
| Less: net income attributable to noncontrolling interests | 2 | 2 | — | — | % | |||||||||||||||||||||
| Net income attributable to HF Sinclair stockholders | $ | 2,015 | $ | 403 | $ | 1,612 | 400 | % | ||||||||||||||||||
| Earnings per share attributable to HF Sinclair stockholders: | ||||||||||||||||||||||||||
| Basic | $ | 11.38 | $ | 2.15 | $ | 9.23 | 429 | % | ||||||||||||||||||
| Diluted | $ | 11.38 | $ | 2.15 | $ | 9.23 | 429 | % | ||||||||||||||||||
| Average number of common shares outstanding (in thousands): | ||||||||||||||||||||||||||
| Basic | 175,871 | 186,499 | (10,628) | (6) | % | |||||||||||||||||||||
| Diluted | 175,871 | 186,499 | (10,628) | (6) | % | |||||||||||||||||||||
33
(1) Exclusive of Depreciation and amortization.
(2) Exclusive of Lower of cost or market inventory valuation adjustments.
34
Balance Sheet Data
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| Cash and cash equivalents | $ | 3,333 | $ | 978 | ||||||||||
| Working capital | $ | 5,025 | $ | 2,327 | ||||||||||
| Total assets | $ | 20,697 | $ | 16,510 | ||||||||||
| Total debt | $ | 2,774 | $ | 2,769 | ||||||||||
| Total equity | $ | 11,784 | $ | 9,249 | ||||||||||
Other Financial Data
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 1,784 | $ | 809 | $ | 3,751 | $ | 1,307 | ||||||||||||||||||
| Net cash used for investing activities | $ | (136) | $ | (148) | $ | (416) | $ | (341) | ||||||||||||||||||
| Net cash used for financing activities | $ | (577) | $ | (84) | $ | (977) | $ | (323) | ||||||||||||||||||
| Capital expenditures | $ | 137 | $ | 121 | $ | 357 | $ | 318 | ||||||||||||||||||
EBITDA (1) | $ | 2,954 | $ | 796 | $ | 5,455 | $ | 1,574 | ||||||||||||||||||
(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 18 “Segment Information” in the Consolidated Financial Statements for additional information on our reportable segments.
35
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Mid-Continent Region | ||||||||||||||||||||||||||
Crude charge (BPD) (1) | 250,340 | 280,240 | 262,170 | 264,580 | ||||||||||||||||||||||
Refinery throughput (BPD) (2) | 268,820 | 296,220 | 279,420 | 280,920 | ||||||||||||||||||||||
Sales of produced refined products (BPD) (3) | 243,520 | 281,040 | 260,900 | 265,300 | ||||||||||||||||||||||
Refinery utilization (4) | 96.3 | % | 107.8 | % | 100.8 | % | 101.8 | % | ||||||||||||||||||
Average per produced barrel sold: (5) | ||||||||||||||||||||||||||
Gross margin (6) | $ | 42.47 | $ | 8.08 | $ | 19.68 | $ | 4.01 | ||||||||||||||||||
Adjusted refinery gross margin (7) | $ | 53.38 | $ | 17.50 | $ | 24.50 | $ | 13.71 | ||||||||||||||||||
Less: operating expenses (8) | 8.59 | 6.20 | 7.65 | 6.52 | ||||||||||||||||||||||
| Adjusted refinery gross margin, less operating expenses | $ | 44.79 | $ | 11.30 | $ | 16.85 | $ | 7.19 | ||||||||||||||||||
Operating expenses per throughput barrel (9) | $ | 7.78 | $ | 5.88 | $ | 7.14 | $ | 6.15 | ||||||||||||||||||
| Feedstocks: | ||||||||||||||||||||||||||
| Sweet crude oil | 52 | % | 52 | % | 53 | % | 51 | % | ||||||||||||||||||
| Sour crude oil | 26 | % | 27 | % | 26 | % | 25 | % | ||||||||||||||||||
| Heavy sour crude oil | 15 | % | 16 | % | 15 | % | 18 | % | ||||||||||||||||||
| Other feedstocks and blends | 7 | % | 5 | % | 6 | % | 6 | % | ||||||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
| Sales of produced refined products: | ||||||||||||||||||||||||||
| Gasolines | 50 | % | 50 | % | 50 | % | 51 | % | ||||||||||||||||||
| Diesel fuels | 30 | % | 32 | % | 31 | % | 32 | % | ||||||||||||||||||
| Jet fuels | 8 | % | 7 | % | 8 | % | 7 | % | ||||||||||||||||||
| Fuel oil | 1 | % | 1 | % | 1 | % | 1 | % | ||||||||||||||||||
| Asphalt | 5 | % | 4 | % | 4 | % | 3 | % | ||||||||||||||||||
| Base oils | 4 | % | 4 | % | 4 | % | 4 | % | ||||||||||||||||||
| LPG and other | 2 | % | 2 | % | 2 | % | 2 | % | ||||||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
36
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| West Region | ||||||||||||||||||||||||||
Crude charge (BPD) (1) | 363,720 | 358,810 | 360,100 | 355,910 | ||||||||||||||||||||||
Refinery throughput (BPD) (2) | 391,160 | 384,860 | 386,610 | 381,960 | ||||||||||||||||||||||
Sales of produced refined products (BPD) (3) | 400,020 | 380,100 | 391,880 | 378,890 | ||||||||||||||||||||||
Refinery utilization (4) | 87.0 | % | 85.8 | % | 86.1 | % | 85.1 | % | ||||||||||||||||||
Average per produced barrel sold: (5) | ||||||||||||||||||||||||||
Gross margin (6) | $ | 42.29 | $ | 9.30 | $ | 24.47 | $ | 4.82 | ||||||||||||||||||
Adjusted refinery gross margin (7) | $ | 54.73 | $ | 20.38 | $ | 33.87 | $ | 16.02 | ||||||||||||||||||
Less: operating expenses (8) | 9.91 | 8.18 | 9.08 | 8.48 | ||||||||||||||||||||||
| Adjusted refinery gross margin, less operating expenses | $ | 44.82 | $ | 12.20 | $ | 24.79 | $ | 7.54 | ||||||||||||||||||
Operating expenses per throughput barrel (9) | $ | 10.14 | $ | 8.08 | $ | 9.21 | $ | 8.41 | ||||||||||||||||||
| Feedstocks: | ||||||||||||||||||||||||||
| Sweet crude oil | 29 | % | 33 | % | 29 | % | 32 | % | ||||||||||||||||||
| Sour crude oil | 47 | % | 44 | % | 48 | % | 45 | % | ||||||||||||||||||
| Heavy sour crude oil | 11 | % | 11 | % | 10 | % | 11 | % | ||||||||||||||||||
| Wax crude oil | 6 | % | 5 | % | 6 | % | 5 | % | ||||||||||||||||||
| Other feedstocks and blends | 7 | % | 7 | % | 7 | % | 7 | % | ||||||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
| Sales of produced refined products: | ||||||||||||||||||||||||||
| Gasolines | 50 | % | 51 | % | 51 | % | 52 | % | ||||||||||||||||||
| Diesel fuels | 30 | % | 32 | % | 30 | % | 33 | % | ||||||||||||||||||
| Jet fuels | 8 | % | 6 | % | 7 | % | 6 | % | ||||||||||||||||||
| Fuel oil | 2 | % | 2 | % | 3 | % | 2 | % | ||||||||||||||||||
| Asphalt | 3 | % | 3 | % | 2 | % | 2 | % | ||||||||||||||||||
| LPG and other | 7 | % | 6 | % | 7 | % | 5 | % | ||||||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
| Consolidated | ||||||||||||||||||||||||||
Crude charge (BPD) (1) | 614,060 | 639,050 | 622,270 | 620,490 | ||||||||||||||||||||||
Refinery throughput (BPD) (2) | 659,980 | 681,080 | 666,030 | 662,880 | ||||||||||||||||||||||
Sales of produced refined products (BPD) (3) | 643,540 | 661,140 | 652,780 | 644,190 | ||||||||||||||||||||||
Refinery utilization (4) | 90.6 | % | 94.3 | % | 91.8 | % | 91.5 | % | ||||||||||||||||||
Average per produced barrel sold: (5) | ||||||||||||||||||||||||||
Gross margin (6) | $ | 42.36 | $ | 8.78 | $ | 22.56 | $ | 4.49 | ||||||||||||||||||
Adjusted refinery gross margin (7) | $ | 54.22 | $ | 19.16 | $ | 30.12 | $ | 15.07 | ||||||||||||||||||
Less: operating expenses (8) | 9.41 | 7.34 | 8.51 | 7.67 | ||||||||||||||||||||||
| Adjusted refinery gross margin, less operating expenses | $ | 44.81 | $ | 11.82 | $ | 21.61 | $ | 7.40 | ||||||||||||||||||
Operating expenses per throughput barrel (9) | $ | 9.18 | $ | 7.12 | $ | 8.34 | $ | 7.45 | ||||||||||||||||||
| Feedstocks: | ||||||||||||||||||||||||||
| Sweet crude oil | 39 | % | 42 | % | 39 | % | 40 | % | ||||||||||||||||||
| Sour crude oil | 39 | % | 36 | % | 39 | % | 37 | % | ||||||||||||||||||
| Heavy sour crude oil | 12 | % | 13 | % | 12 | % | 14 | % | ||||||||||||||||||
| Wax crude oil | 3 | % | 3 | % | 3 | % | 3 | % | ||||||||||||||||||
| Other feedstocks and blends | 7 | % | 6 | % | 7 | % | 6 | % | ||||||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
37
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Consolidated | ||||||||||||||||||||||||||
| Sales of produced refined products: | ||||||||||||||||||||||||||
| Gasolines | 50 | % | 51 | % | 51 | % | 52 | % | ||||||||||||||||||
| Diesel fuels | 30 | % | 31 | % | 31 | % | 31 | % | ||||||||||||||||||
| Jet fuels | 8 | % | 7 | % | 7 | % | 7 | % | ||||||||||||||||||
| Fuel oil | 1 | % | 2 | % | 2 | % | 2 | % | ||||||||||||||||||
| Asphalt | 4 | % | 3 | % | 3 | % | 2 | % | ||||||||||||||||||
| Base oils | 2 | % | 2 | % | 2 | % | 2 | % | ||||||||||||||||||
| LPG and other | 5 | % | 4 | % | 4 | % | 4 | % | ||||||||||||||||||
| Total | 100 | % | 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 produced refined products 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.
38
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Renewables | ||||||||||||||||||||||||||
| Sales of produced renewables products (in thousand gallons) | 63,195 | 57,159 | 175,548 | 156,408 | ||||||||||||||||||||||
Average per produced gallon sold: (1) | ||||||||||||||||||||||||||
Gross margin (2) | $ | 1.97 | $ | (0.94) | $ | 2.19 | $ | (0.61) | ||||||||||||||||||
Adjusted renewables gross margin (3) | $ | 2.11 | $ | 0.18 | $ | 2.48 | $ | 0.24 | ||||||||||||||||||
Less: operating expenses (4) | 0.37 | 0.39 | 0.39 | 0.43 | ||||||||||||||||||||||
| Adjusted renewables gross margin, less operating expenses | $ | 1.74 | $ | (0.21) | $ | 2.09 | $ | (0.19) | ||||||||||||||||||
(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.
39
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Marketing | ||||||||||||||||||||||||||
Number of branded sites at period end (1) | 1,852 | 1,705 | 1,852 | 1,705 | ||||||||||||||||||||||
| Sales of refined products (in thousand gallons) | 420,175 | 360,482 | 1,131,454 | 991,494 | ||||||||||||||||||||||
Average per gallon sold: (2) | ||||||||||||||||||||||||||
Gross margin (3) | $ | 0.10 | $ | 0.09 | $ | 0.09 | $ | 0.09 | ||||||||||||||||||
Adjusted marketing gross margin (4) | $ | 0.12 | $ | 0.11 | $ | 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.
Lubricants & Specialties Segment Operating Data
The following table sets forth information about our lubricants and specialties operations.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Lubricants & Specialties | ||||||||||||||||||||||||||
| Sales of produced refined products (BPD) | 30,190 | 32,008 | 34,361 | 30,981 | ||||||||||||||||||||||
| Sales of produced refined products: | ||||||||||||||||||||||||||
| Finished products | 52 | % | 49 | % | 48 | % | 51 | % | ||||||||||||||||||
| Base oils | 26 | % | 26 | % | 27 | % | 25 | % | ||||||||||||||||||
| Other | 22 | % | 25 | % | 25 | % | 24 | % | ||||||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
40
Midstream Segment Operating Data
The following table sets forth information about our midstream operations.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Midstream | ||||||||||||||||||||||||||
| Volumes (BPD) | ||||||||||||||||||||||||||
| Pipelines: | ||||||||||||||||||||||||||
| Affiliates—refined product pipelines | 143,063 | 141,617 | 155,762 | 150,434 | ||||||||||||||||||||||
| Affiliates—intermediate pipelines | 133,405 | 139,868 | 140,469 | 137,194 | ||||||||||||||||||||||
| Affiliates—crude pipelines | 474,504 | 464,323 | 463,941 | 424,426 | ||||||||||||||||||||||
| 750,972 | 745,808 | 760,172 | 712,054 | |||||||||||||||||||||||
| Third parties—refined product pipelines | 40,435 | 37,754 | 33,451 | 39,981 | ||||||||||||||||||||||
| Third parties—crude pipelines | 208,209 | 195,994 | 190,379 | 194,882 | ||||||||||||||||||||||
| 999,616 | 979,556 | 984,002 | 946,917 | |||||||||||||||||||||||
Terminals and loading racks: | ||||||||||||||||||||||||||
| Affiliates | 965,323 | 1,045,066 | 1,008,989 | 1,002,107 | ||||||||||||||||||||||
| Third parties | 33,598 | 39,705 | 29,109 | 38,643 | ||||||||||||||||||||||
| 998,921 | 1,084,771 | 1,038,098 | 1,040,750 | |||||||||||||||||||||||
Total for pipelines and terminal assets (BPD) | 1,998,537 | 2,064,327 | 2,022,100 | 1,987,667 | ||||||||||||||||||||||
Results of Operations – Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Summary
Net income attributable to HF Sinclair stockholders for the three months ended September 30, 2026 was $2,015 million ($11.38 per basic and diluted share), a $1,612 million increase compared to $403 million ($2.15 per basic and diluted share) for the three months ended September 30, 2025. The increase in Net income attributable to HF Sinclair stockholders was principally driven by higher adjusted refinery gross margins in both the West and Mid-Continent regions. Adjusted refinery gross margin per produced barrel sold for the three months ended September 30, 2026 increased to $54.22 as compared to $19.16 for the three months ended September 30, 2025, primarily due to higher average sales prices per barrel and small refinery RINs waivers granted by the EPA, partially offset by higher crude oil and feedstock prices per barrel. Lower of cost or market inventory valuation adjustments decreased $96 million from a $66 million charge related to our Refining and Renewables segments’ inventories for the three months ended September 30, 2025, to a $30 million benefit related to our Renewables segment inventories for the three months ended September 30, 2026.
Adjusted renewables gross margin for the three months ended September 30, 2026 increased to $2.11 per produced gallon sold as compared to $0.18 for the three months ended September 30, 2025 primarily due to higher RINs prices and PTC benefits. These favorable impacts were partially offset by a $509 million increase in Income tax expense and $109 million of additional costs and incremental accelerated depreciation and amortization charges recorded in relation to the Mississauga Asset Retirement.
Sales and Other Revenues
Sales and other revenues increased $3,606 million, or 50%, from $7,251 million for the three months ended September 30, 2025, to $10,857 million for the three months ended September 30, 2026, principally due to higher average refined product sales prices, partially offset by lower product sales volumes and higher crude oil and feedstock prices. Revenues from external customers during the third quarter of 2026 include $182 million, $1,576 million, $924 million and $34 million related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively. Revenues from external customers included $163 million, $898 million, $654 million and $29 million related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments for the three months ended September 30, 2025.
Cost of Materials and Other
Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, increased $1,320 million, or 23%, from $5,692 million for the three months ended September 30, 2025, to $7,012 million for the three months ended September 30, 2026, principally due to higher crude oil and feedstock costs which were offset by lower product sales volumes and the grant of small refinery RINs waivers. Within our Lubricants & Specialties segment, the FIFO impact resulted in a benefit of $22 million and $2 million for the three months ended September 30, 2026 and 2025, respectively.
41
During the third quarter of 2026, we recognized a lower of cost or market inventory valuation adjustment benefit of $30 million compared to a charge of $66 million during the third quarter of 2025.
Adjusted Refinery Gross Margin
Adjusted refinery gross margin per produced barrel sold increased $35.06, or 183%, from $19.16 for the three months ended September 30, 2025, to $54.22 for the three months ended September 30, 2026. The increase was primarily driven by improved crack spreads on refined products in both the Mid-Continent and West regions and the grant of small refinery RINs waivers, partially offset by lower product sales volumes for the three months ended September 30, 2026.
Adjusted refinery gross margin per produced barrel sold is a non-GAAP measure and excludes the non-cash effects of Lower of cost or market inventory valuation adjustment, 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 $133 million, or 23%, from $590 million for the three months ended September 30, 2025, to $723 million for the three months ended September 30, 2026, primarily due to higher employee benefits, maintenance, environmental remediation and other miscellaneous costs, partially offset by lower electricity and natural gas costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $41 million, or 39%, from $105 million for the three months ended September 30, 2025, to $146 million for the three months ended September 30, 2026, primarily due to higher employee benefits, professional services and other miscellaneous costs.
Depreciation and Amortization Expenses
Depreciation and amortization increased $48 million, or 21% from $230 million for the three months ended September 30, 2025 to $278 million for the three months ended September 30, 2026, primarily due to $54 million of incremental accelerated depreciation and amortization in connection with the Mississauga Asset Retirement. See Note 2 “Lubricants & Specialties Planned Separation and Mississauga Asset Retirement” in the Consolidated Financial Statements for information regarding the Mississauga Asset Retirement.
Other Operating Expenses, Net
Other operating expenses, net increased $52 million, or 1,300% from $4 million for the three months ended September 30, 2025, to $56 million for the three months ended September 30, 2026, primarily due to the abandonment of certain assets under construction at the Mississauga Refinery and severance costs in connection with the Mississauga Asset Retirement. See Note 2 “Lubricants & Specialties Planned Separation and Mississauga Asset Retirement” in the Consolidated Financial Statements for information regarding the Mississauga Asset Retirement.
Interest Income
Interest income increased $14 million, or 127%, from $11 million for the three months ended September 30, 2025, to $25 million for the three months ended September 30, 2026, primarily due to higher cash balances.
Interest Expense
Interest expense increased $3 million, or 6%, from $51 million for the three months ended September 30, 2025, to $54 million for the three months ended September 30, 2026, primarily due to unrealized losses on precious metals financing arrangements during the period.
Income Taxes
For the three months ended September 30, 2026, Income tax expense of $632 million was recorded on pre-tax income of $2,649 million, compared to Income tax expense of $123 million on pre-tax income of $528 million for the three months ended September 30, 2025. The increase was primarily due to higher pre-tax earnings year-over-year. For the three months ended September 30, 2026, the effective tax rate of 23.8% was higher than the statutory rate of 21.0%, primarily due to state and local income taxes on pre-tax earnings, partially offset by the benefits of nontaxable renewable fuel incentives. For the three months ended September 30, 2025, the effective tax rate was higher than the statutory rate of 21.0%, primarily due to pre-tax results and the effects of state and local income tax.
42
Results of Operations – Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Summary
Net income attributable to HF Sinclair stockholders for the nine months ended September 30, 2026, was $3,555 million ($19.75 per basic and diluted share), a $2,948 million increase compared to $607 million ($3.21 per basic and diluted share) for the nine months ended September 30, 2025. The increase in Net income attributable to HF Sinclair stockholders was principally driven by higher adjusted refinery gross margins in both the West and Mid-Continent regions. Adjusted refinery gross margin per produced barrel sold for the nine months ended September 30, 2026 increased to $30.12 as compared to $15.07 for the nine months ended September 30, 2025, primarily due to higher average sales prices per barrel and small refinery RINs waivers granted by the EPA, partially offset by higher crude oil and feedstock prices per barrel. Lower of cost or market inventory valuation adjustments related to our Refining and Renewables segments’ inventories decreased by $769 million, from a $97 million charge for the nine months ended September 30, 2025, to a $672 million benefit for the nine months ended September 30, 2026.
Adjusted renewables gross margin for the nine months ended September 30, 2026 increased to $2.48 per produced gallon sold as compared to $0.24 for the nine months ended September 30, 2025 primarily due to higher RINs pricing, PTC benefits and higher sales volumes, compared to the nine months ended September 30, 2025. These favorable impacts were partially offset by a $940 million increase in Income tax expense and $109 million of additional costs and incremental accelerated depreciation and amortization charges recorded in relation to the Mississauga Asset Retirement.
Sales and Other Revenues
Sales and other revenues increased 39% from $20,405 million for the nine months ended September 30, 2025, to $28,370 million for the nine months ended September 30, 2026, principally due to higher average refined product sales prices, partially offset by lower product sales volumes and higher crude oil and feedstock prices. Revenues from external customers during the nine months ended September 30, 2026, include $633 million, $3,738 million, $2,575 million, and $97 million related to our Renewables, Marketing, Lubricants & Specialties, and Midstream segments, respectively. Revenues from external customers included $388 million, $2,410 million, $1,932 million, and $87 million related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, for the nine months ended September 30, 2025.
Cost of Materials and Other
Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, increased 27% from $16,608 million for the nine months ended September 30, 2025, to $21,125 million for the nine months ended September 30, 2026, principally due to higher crude oil and feedstock costs which were offset by lower product sales volumes and the grant of small refinery RINs waivers. Within our Lubricants & Specialties segment, the FIFO impact resulted in a benefit of $121 million and a charge of $10 million for the nine months ended September 30, 2026 and 2025, respectively.
During the nine months ended September 30, 2026, we recognized a lower of cost or market inventory valuation adjustment benefit of $672 million compared to a charge of $97 million.
Adjusted Refinery Gross Margin
Adjusted refinery gross margin per produced barrel sold increased 100% from $15.07 for the nine months ended September 30, 2025, to $30.12 for the nine months ended September 30, 2026. The increase was primarily driven by improved crack spreads for refined products in both the Mid-Continent and West regions and the grant of small refinery RINs waivers, partially offset by lower product sales volumes for the nine months ended September 30, 2026.
Adjusted refinery gross margin per produced barrel sold is a non-GAAP measure and excludes the non-cash effects of Lower of cost or market inventory valuation adjustment, 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 14% from $1,758 million for the nine months ended September 30, 2025, to $2,001 million for the nine months ended September 30, 2026, primarily due to higher employee benefits, maintenance, environmental remediation and other miscellaneous costs, partially offset by lower natural gas costs.
43
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 21% from $323 million for the nine months ended September 30, 2025, to $391 million for the nine months ended September 30, 2026 primarily due to higher employee benefits, professional services and other miscellaneous costs.
Depreciation and Amortization Expenses
Depreciation and amortization increased 8% from $681 million for the nine months ended September 30, 2025, to $735 million for the nine months ended September 30, 2026, primarily due to $54 million of incremental accelerated depreciation and amortization in connection with the Mississauga Asset Retirement. See Note 2 “Lubricants & Specialties Planned Separation and Mississauga Asset Retirement” in the Consolidated Financial Statements for information regarding the Mississauga Asset Retirement.
Other Operating Expenses, Net
Other operating expenses, net increased $85 million, or 472% from $18 million for the nine months ended September 30, 2025, to $103 million for the nine months ended September 30, 2026, primarily due to $74 million of impairment charges from the abandonment of certain assets under construction and $28 million of severance costs in connection with the Mississauga Asset Retirement. See Note 2 “Lubricants & Specialties Planned Separation and Mississauga Asset Retirement” in the Consolidated Financial Statements for information regarding the Mississauga Asset Retirement. For the nine months ended September 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 $23 million, or 85%, from $27 million for the nine months ended September 30, 2025 to $50 million for the nine months ended September 30, 2026, primarily due to higher cash balances.
Interest Expense
Interest expense decreased $38 million, or 25%, from $153 million for the nine months ended September 30, 2025, to $115 million for the nine months ended September 30, 2026, primarily due to unrealized gains on precious metals financing arrangements during the period.
Other Income (Expense), Net
Other income (expense), net was $19 million of income for the nine months ended September 30, 2026, compared to $48 million of expense for the nine months ended September 30, 2025. The income for the nine months ended September 30, 2026 was primarily due to a $14 million gain on settlement of precious metals. The expense for the nine months ended September 30, 2025, was primarily due to a $40 million loss on sale of equity method investment in Cheyenne Pipeline, LLC, and a $24 million loss on the early extinguishment of debt, inclusive of unamortized discount and debt issuance costs.
Income Taxes
For the nine months ended September 30, 2026, Income tax expense of $1,100 million was recorded on pre-tax income of $4,660 million, compared to Income tax expense of $160 million on pre-tax income of $773 million for the nine months ended September 30, 2025. The increase was primarily due to higher pre-tax earnings year-over-year. For the nine months ended September 30, 2026, the effective tax rate of 23.6% was higher than the statutory rate of 21.0% primarily due to state and local income taxes on pre-tax earnings, partially offset by the benefits of nontaxable renewable fuel incentives. For the nine months ended September 30, 2025, the effective tax rate was lower than the statutory rate of 21.0%, primarily due to pre-tax results and the benefits of nontaxable renewable fuel incentives and a discrete benefit associated with the revaluation of deferred tax liabilities from state tax law changes enacted in the second quarter of 2025.
44
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 September 30, 2026, we were in compliance with all covenants and had no outstanding borrowings or letters of credit under the HF Sinclair Credit Agreement.
Senior Notes
Our unsecured senior notes and unsubordinated obligations rank equally with all future unsecured and unsubordinated indebtedness. We may, from time to time, seek to retire some or all of our outstanding debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, may be material and will depend on prevailing market conditions, our liquidity requirements and other factors.
Financing Arrangements
Certain of our wholly owned subsidiaries entered into financing arrangements whereby such subsidiaries sold a portion of their precious metals catalyst to a financial institution in exchange for cash and then financed the use of the precious metals catalyst for a term not to exceed one year. During the nine months ended September 30, 2026, we received proceeds of $71 million and made principal payments of $25 million. In addition, we settled an obligation of $19 million through the transfer of owned precious metals, resulting in a non-cash gain of $14 million which represents the excess of the financing arrangement’s settlement value over the carrying value of the precious metals transferred. During the three months ended September 30, 2026, we entered into new financings under which we received precious metals with a fair value of $23 million and subsequently extinguished a previously existing financing arrangement with a different financial institution with a fair value of $23 million through the delivery of precious metals.
We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities, which are unrelated to the HF Sinclair Credit Agreement. As of September 30, 2026, we had $12 million of outstanding letters of credit issued under these credit facilities.
See Note 13 “Debt” in the Consolidated Financial Statements for additional information on our debt instruments.
Liquidity
We believe our current Cash and cash equivalents, along with future internally generated cash flow and funds available under our credit facilities, will provide sufficient resources to fund currently planned capital projects and our current liquidity needs. We expect that, to the extent necessary, we can raise additional funds through equity or debt financings in the public and private capital markets. Further, we may seek to retire some or all of our outstanding debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, may be material and depend on prevailing market conditions, our liquidity requirements and other factors. In addition, components of our long-term growth strategy include the optimization of existing units at our facilities, the Planned Separation and the Mississauga Asset Retirement, expansion of our Midstream footprint, including our investment in the Western Gateway Pipeline System (“Western Gateway”), expansion of our Marketing footprint by growing the number of branded sites and increasing investment in our non-operating joint ventures, and selective acquisition of complementary assets for our operations intended to capture synergies and increase earnings and cash flow. We also expect to use cash on hand for dividend payments, which are at the discretion of our Board, and for the repurchase of common stock under the New Share Repurchase Program.
Our liquidity was approximately $5.3 billion at September 30, 2026, consisting of Cash and cash equivalents of $3.3 billion and $2.0 billion available under the HF Sinclair Credit Agreement.
45
We consider all highly liquid instruments with a maturity of three months or less at the time of purchase to be cash equivalents. These primarily consist of investments in liquid, highly rated instruments issued by financial institutions, government entities with strong credit standings and money market funds. Cash equivalents are stated at cost, which approximates market value.
Mississauga Asset Retirement
Costs associated with the Mississauga Asset Retirement are currently estimated at $140 million and will be funded with cash on hand and operating cash flows in 2027. See Note 2 “Lubricants & Specialties Planned Separation and Mississauga Asset Retirement” for additional information.
Share Repurchases
On August 2, 2026, we repurchased 2,375,000 shares of our outstanding common stock from REH in a privately negotiated transaction under the 2024 Share Repurchase Program and pursuant to the Stock Purchase Agreement, dated August 2, 2026 (the “August 2026 Stock Purchase Agreement”), between us and REH. The price paid under the August 2026 Stock Purchase Agreement was $89.41 per share resulting in an aggregate purchase price of $212 million. The purchase price was funded with cash on hand.
In connection with the August 2026 Stock Purchase Agreement, the Board increased the 2024 Share Repurchase Program by $15 million, effective July 31, 2026.
On August 26, 2026, our Board approved the New Share Repurchase Program, which replaced all existing share repurchase programs, including the approximately $11 million remaining under the 2024 Share Repurchase Program. The New Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions, including transactions with REH, which are subject to REH’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. In addition, we are authorized by our Board to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The Board has discretion to cancel the New Share Repurchase Program at any time.
During the nine months ended September 30, 2026, we made open market and privately negotiated purchases of 8,982,193 shares for $741 million, exclusive of excise tax, under the 2024 Share Repurchase Program and the New Share Repurchase Program. As of September 30, 2026, we had remaining authorization to repurchase up to $1.2 billion under the New Share Repurchase Program.
Cash Flows – Operating Activities
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Net cash flows provided by operating activities were $3,751 million for the nine months ended September 30, 2026, compared to Net cash flows provided by operating activities of $1,307 million for the nine months ended September 30, 2025, an increase of $2,444 million. Excluding non-cash impacts reflected in the reconciliation to net cash provided by operating activities, the increase 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 $197 million for the nine months ended September 30, 2026, compared to $83 million for the nine months ended September 30, 2025. Additionally for the nine months ended September 30, 2026, turnaround expenditures were $289 million compared to $315 million for the nine months ended September 30, 2025.
Cash Flows – Investing Activities and Planned Capital Expenditures
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
For the nine months ended September 30, 2026, our Net cash flows used for investing activities were $416 million, which was inclusive of our acquisition of Industrial Oils Unlimited, LLC and our new joint venture, Green Trail Fuels, LLC. Cash expenditures for Properties, plants and equipment for the nine months ended September 30, 2026 were $357 million.
For the nine months ended September 30, 2025, our Net cash flows used for investing activities were $341 million. Cash expenditures for Properties, plants and equipment for the nine months ended September 30, 2025 were $318 million.
46
Our revised expected cash spending in 2026 for capital, turnaround and growth capital is as follows:
| Expected Cash Spending | Revised Cash Spending | ||||||||||
| (In millions) | |||||||||||
| Capital Expenditures: | |||||||||||
| Refining | $ | 225 | $ | 250 | |||||||
| Renewables | 6 | 6 | |||||||||
| Marketing | 30 | 25 | |||||||||
| Lubricants & Specialties | 25 | 30 | |||||||||
| Midstream | 30 | 30 | |||||||||
| Corporate | 9 | 9 | |||||||||
| Turnarounds and catalyst | 325 | 375 | |||||||||
| Total sustaining | $ | 650 | $ | 725 | |||||||
Growth capital (1) | 125 | 150 | |||||||||
| Total capital expenditures | $ | 775 | $ | 875 | |||||||
(1)Western Gateway: In August 2026, we entered into a joint venture with affiliates of Phillips 66 and Kinder Morgan to form Western Gateway. We will own a 15.0% interest in the joint venture while Phillips 66 and Kinder Morgan will own the remaining 49.9% and 35.1% interests, respectively. Western Gateway is a proposed 1,300-mile refined products pipeline system that would create a new fuel supply path from St. Louis, Missouri, and expanded Gulf Coast origin points to Arizona and California. Our investment in Western Gateway will be funded with cash on hand and operating cash flows. We expect to invest up to $750 million, of which $20 million is expected in 2026, with the remaining investment expected primarily between 2027 and 2029. See Note 1 “Description of Business and Presentation of Financial Statements” for additional information regarding Western Gateway.
Westline Connect: The Company is continuing to progress the previously announced multi-phased western expansion project and expects to reach a Final Investment Decision (“FID”) in the first quarter of 2027. The first phase would increase the capacity to move product supply from our Rockies production into Utah and Nevada by 35,000 barrels per day and is targeted to be online by 2029. We expect the project to be funded with cash on hand and operating cash flows. We anticipate providing additional information on capital spend following the FID date.
Marketing: We plan to expand our Marketing footprint through continued investment in our non-operating joint ventures. We expect to fund this growth through cash on hand and operating cash flows.
Cash Flows – Financing Activities
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
For the nine months ended September 30, 2026, our Net cash flows used for financing activities were $977 million. During the nine months ended September 30, 2026, we paid $273 million in Dividends, we repurchased $734 million of our Common stock and we received net proceeds of $46 million from financing arrangements.
For the nine months ended September 30, 2025, our Net cash flows used for financing activities were $323 million. During the nine months ended September 30, 2025, we paid $284 million in Dividends, repurchased $216 million of our Common Stock, repaid $350 million under the now-terminated revolving credit facility of our subsidiary, Holly Energy Partners, L.P., and received net proceeds of $474 million from the issuance and redemption of certain senior notes.
47
Contractual Obligations and Commitments
As of September 30, 2026, our contractual obligations included debt obligations, interest payments related to debt obligations, financing arrangements, supply agreements, transportation and storage agreements, operating and finance leases, and other long-term obligations and commitments. In the ordinary course of business, we had debt-related activities during the nine months ended September 30, 2026, as described in Note 13 “Debt” of the Consolidated Financial Statements.
During the three months ended September 30, 2026, we entered into two additional agreements in the normal course of business with fixed and determinable quantities, representing estimated commitments of $3.2 billion and $80 million that will be incurred over the next 20 and 10 years, respectively. The additional agreements commence in 2027 and actual amounts paid under the agreements may vary based on commodity prices, inflation adjustments and other contractual terms.
As of September 30, 2026, there have been no material changes outside the ordinary course of business, in our contractual obligations since December 31, 2025. For additional information on our contractual obligations, refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.
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.
As of September 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 Notional | 2026 | 2027 | Unit of Measure | ||||||||||||||||||||||
| Commodity contracts - long | 3,362,369 | 1,713,675 | 1,648,694 | Barrels | ||||||||||||||||||||||
| Commodity contracts - short | 1,172,000 | 1,172,000 | — | Barrels | ||||||||||||||||||||||
| Foreign currency forward contracts | 522,000,000 | 140,705,100 | 381,294,900 | Canadian dollar | ||||||||||||||||||||||
Forward platinum contracts (1) | 62,370 | — | 62,370 | 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 13 “Debt” in the Consolidated Financial Statements for additional information on these financing arrangements.
48
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:
| September 30, | ||||||||||||||
Derivative Fair Value Gain (Loss) | 2026 | 2025 | ||||||||||||
| (In millions) | ||||||||||||||
| 10% increase in underlying commodity prices | $ | — | $ | (4) | ||||||||||
| 10% decrease in underlying commodity prices | $ | — | $ | 4 | ||||||||||
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 13 “Debt” in the 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 September 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 | $ | 2,752 | $ | 72 | ||||||||||||||
For the variable rate under the HF Sinclair Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At September 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.
We have a risk management oversight committee consisting of members from our senior management. This committee oversees our enterprise risk program, monitors our risk environment and provides direction for activities to mitigate identified risks that may adversely affect the achievement of our goals.
49
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Net income attributable to HF Sinclair stockholders | $ | 2,015 | $ | 403 | $ | 3,555 | $ | 607 | ||||||||||||||||||
| Add: interest expense | 54 | 51 | 115 | 153 | ||||||||||||||||||||||
| Less: interest income | (25) | (11) | (50) | (27) | ||||||||||||||||||||||
Add: income tax expense | 632 | 123 | 1,100 | 160 | ||||||||||||||||||||||
| Add: depreciation and amortization | 278 | 230 | 735 | 681 | ||||||||||||||||||||||
| EBITDA | $ | 2,954 | $ | 796 | $ | 5,455 | $ | 1,574 | ||||||||||||||||||
50
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In millions, except barrel and per barrel amounts) | ||||||||||||||||||||||||||
| Refining segment | ||||||||||||||||||||||||||
| Sales and other revenues | $ | 9,857 | $ | 6,443 | $ | 25,356 | $ | 18,113 | ||||||||||||||||||
Cost of sales (1) | 7,205 | 5,771 | 20,900 | 16,914 | ||||||||||||||||||||||
| Depreciation and amortization | 146 | 139 | 437 | 410 | ||||||||||||||||||||||
| Gross margin | $ | 2,506 | $ | 533 | $ | 4,019 | $ | 789 | ||||||||||||||||||
Add: lower of cost or market inventory valuation adjustments | — | 46 | (604) | 102 | ||||||||||||||||||||||
| Add: operating expenses | 557 | 447 | 1,516 | 1,349 | ||||||||||||||||||||||
| Add: depreciation and amortization | 146 | 139 | 437 | 410 | ||||||||||||||||||||||
| Adjusted refinery gross margin | $ | 3,209 | $ | 1,165 | $ | 5,368 | $ | 2,650 | ||||||||||||||||||
Sales of produced refined products (BPD) (2) | 643,540 | 661,140 | 652,780 | 644,190 | ||||||||||||||||||||||
| Average per produced barrel sold: | ||||||||||||||||||||||||||
| Gross margin | $ | 42.36 | $ | 8.78 | $ | 22.56 | $ | 4.49 | ||||||||||||||||||
Add: lower of cost or market inventory valuation adjustments | — | 0.75 | (3.39) | 0.58 | ||||||||||||||||||||||
| Add: operating expenses | 9.41 | 7.34 | 8.51 | 7.67 | ||||||||||||||||||||||
| Add: depreciation and amortization | 2.45 | 2.29 | 2.44 | 2.33 | ||||||||||||||||||||||
| Adjusted refinery gross margin | $ | 54.22 | $ | 19.16 | $ | 30.12 | $ | 15.07 | ||||||||||||||||||
| Less: operating expenses | 9.41 | 7.34 | 8.51 | 7.67 | ||||||||||||||||||||||
| Adjusted refinery gross margin, less operating expenses | $ | 44.81 | $ | 11.82 | $ | 21.61 | $ | 7.40 | ||||||||||||||||||
(1)Exclusive of Depreciation and amortization.
(2)Represents barrels sold of produced refined products at our refineries (including Asphalt and intersegment sales) and excludes volumes of refined products purchased for resale or volumes of excess crude oil sold.
51
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In millions, except gallon and per gallon amounts) | ||||||||||||||||||||||||||
| Renewables segment | ||||||||||||||||||||||||||
| Sales and other revenues | $ | 528 | $ | 277 | $ | 1,348 | $ | 725 | ||||||||||||||||||
Cost of sales (1) | 388 | 309 | 912 | 750 | ||||||||||||||||||||||
| Depreciation and amortization | 16 | 22 | 51 | 71 | ||||||||||||||||||||||
| Gross margin | $ | 124 | $ | (54) | $ | 385 | $ | (96) | ||||||||||||||||||
Add: lower of cost or market inventory valuation adjustments | (30) | 20 | (68) | (5) | ||||||||||||||||||||||
| Add: operating expenses | 23 | 22 | 68 | 67 | ||||||||||||||||||||||
| Add: depreciation and amortization | 16 | 22 | 51 | 71 | ||||||||||||||||||||||
| Adjusted renewables gross margin | $ | 133 | $ | 10 | $ | 436 | $ | 37 | ||||||||||||||||||
Sales of produced renewables products (in thousand gallons) | 63,195 | 57,159 | 175,548 | 156,408 | ||||||||||||||||||||||
| Average per produced gallon sold: | ||||||||||||||||||||||||||
| Gross margin | $ | 1.97 | $ | (0.94) | $ | 2.19 | $ | (0.61) | ||||||||||||||||||
Add: lower of cost or market inventory valuation adjustments | (0.47) | 0.35 | (0.39) | (0.03) | ||||||||||||||||||||||
| Add: operating expenses | 0.37 | 0.39 | 0.39 | 0.43 | ||||||||||||||||||||||
| Add: depreciation and amortization | 0.24 | 0.38 | 0.29 | 0.45 | ||||||||||||||||||||||
| Adjusted renewables gross margin | $ | 2.11 | $ | 0.18 | $ | 2.48 | $ | 0.24 | ||||||||||||||||||
| Less: operating expenses | 0.37 | 0.39 | 0.39 | 0.43 | ||||||||||||||||||||||
| Adjusted renewables gross margin, less operating expenses | $ | 1.74 | $ | (0.21) | $ | 2.09 | $ | (0.19) | ||||||||||||||||||
(1) Exclusive of Depreciation and amortization.
52
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
(In millions, except gallon and per gallon amounts) | ||||||||||||||||||||||||||
| Marketing segment | ||||||||||||||||||||||||||
| Sales and other revenues | $ | 1,576 | $ | 898 | $ | 3,738 | $ | 2,410 | ||||||||||||||||||
Cost of sales (1) | 1,525 | 860 | 3,613 | 2,304 | ||||||||||||||||||||||
| Depreciation and amortization | 8 | 7 | 24 | 21 | ||||||||||||||||||||||
| Gross margin | $ | 43 | $ | 31 | $ | 101 | $ | 85 | ||||||||||||||||||
Add: depreciation and amortization | 8 | 7 | 24 | 21 | ||||||||||||||||||||||
| Adjusted marketing gross margin | $ | 51 | $ | 38 | $ | 125 | $ | 106 | ||||||||||||||||||
Sales of refined products (in thousand gallons) | 420,175 | 360,482 | 1,131,454 | 991,494 | ||||||||||||||||||||||
| Average per gallon sold: | ||||||||||||||||||||||||||
| Gross margin | $ | 0.10 | $ | 0.09 | $ | 0.09 | $ | 0.09 | ||||||||||||||||||
Add: depreciation and amortization | 0.02 | 0.02 | 0.02 | 0.02 | ||||||||||||||||||||||
| Adjusted marketing gross margin | $ | 0.12 | $ | 0.11 | $ | 0.11 | $ | 0.11 | ||||||||||||||||||
(1) Exclusive of Depreciation and amortization.
53
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.”
54
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 September 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 September 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 September 30, 2026, that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
55
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 on July 16, 2026, and the EPA’s response brief is due by November 16, 2026.
Separately, on April 7, 2026, the DC Circuit unanimously ruled in our favor regarding our Parco refinery’s 2024 SRE petition (the “Parco 2024 Petition”), vacating the EPA’s denial and remanding the matter to the EPA for reconsideration. The EPA issued a decision on August 3, 2026, partially granting relief on the Parco 2024 Petition. At the same time, the EPA denied a 2023 SRE petition for the Parco refinery and petitions for 2023 and 2024 for our Artesia refinery. We filed a petition for reconsideration of the EPA’s decision on the Parco 2024 Petition on August 7, 2026, asserting errors in the EPA's analysis and requesting a full grant. On August 31, 2026, the EPA reaffirmed its partial grant for the Parco 2024 Petition. Additionally, on August 31, 2026, the EPA issued decisions partially granting or denying 2025 SRE petitions for our Woods Cross, Casper, Parco and Artesia refineries. The EPA also granted a 2025 SRE petition for our Tulsa East refinery.
On October 1, 2026, certain of our subsidiaries filed lawsuits in the U.S. Court of Appeals for the Tenth Circuit challenging the EPA’s denials and partial grants for various SRE petitions for our Woods Cross, Parco and Artesia refineries for various compliance years from 2023 to 2025. On October 2, 2026, we filed protective lawsuits in the DC Circuit challenging the EPA’s denials and partial grants for the same SRE petitions.
Separately, the Renewable Fuels Association and Growth Energy filed lawsuits in the DC Circuit challenging the EPA’s SRE grants and partial SRE grants in its various August 2026 decisions, including our refineries’ grants and partial grants. On October 1, 2026, the DC Circuit granted those challengers’ motions to hold their lawsuits in abeyance pending the DC Circuit’s ruling on the challenges to the EPA’s August 2025 and November 2025 decisions. On October 19, 2026, we filed a motion to intervene to defend the full and partial SREs granted to our refineries in EPA’s August 2026 decisions.
Each of these matters remain pending, and the potential impact cannot be estimated at this time.
56
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 laws and regulations, at the Puget Sound refinery. HFS Puget Sound and the PSR Matter Government Agencies continue to engage in discussions and work towards a negotiated resolution of this matter. At this time, no penalties have been demanded, and it is too early to predict the outcome of this matter.
Item 1A.Risk Factors
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”), except as supplemented in Part II, “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026. You should carefully consider the risk factors discussed in our 2025 Form 10-K and Form 10-Q for the quarterly period ended June 30, 2026, 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.
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 third quarter of 2026:
| Period | Total 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) | ||||||||||||||||||||||||||
| July 2026 | — | $ | — | — | $ | 208 | ||||||||||||||||||||
| August 2026 | 2,595,963 | $ | 90.27 | 2,595,963 | $ | 1,478 | ||||||||||||||||||||
| September 2026 | 2,361,502 | $ | 108.36 | 2,361,502 | $ | 1,222 | ||||||||||||||||||||
| Total for July - September 2026 | 4,957,465 | 4,957,465 | ||||||||||||||||||||||||
(1) In August 2026, our Board of Directors (the “Board”) approved a new $1.5 billion share repurchase program (the “New Share Repurchase Program”), which replaced all existing share repurchase programs, including the approximately $11 million remaining under the share repurchase program initially approved by our Board in May 2024 (the “2024 Share Repurchase Program”). The New Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions, including transactions with REH Advisors Inc. (“REH”) (now the parent company of REH Company, LLC), which are subject to REH’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. In addition, we are authorized by our Board to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The Board has discretion to cancel the New Share Repurchase Program at any time.
On August 2, 2026, we repurchased 2,375,000 shares of our outstanding common stock from REH in a privately negotiated transaction under the 2024 Share Repurchase Program and pursuant to the Stock Purchase Agreement, dated August 2, 2026 (the “August 2026 Stock Purchase Agreement”), between us and REH. The price paid under the August 2026 Stock Purchase Agreement was $89.41 per share resulting in an aggregate purchase price of $212 million. The purchase price was funded with cash on hand.
In connection with the August 2026 Stock Purchase Agreement, the Board increased the 2024 Share Repurchase Program by $15 million, effective July 31, 2026.
As of September 30, 2026, we had remaining authorization to repurchase up to $1.2 billion under the New Share Repurchase Program.
57
Item 5. Other Information
None.
58
Item 6.Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 10.2+^ | ||||||||
| 10.3+^ | Performance Share Unit Agreement (Matt Joyce) (incorporated by reference to Exhibit 10.5 of Registrant’s Quarterly Report on Form 10-Q filed July 30, 2026, File No. 1-41325). | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101++ | The following financial information from HF Sinclair Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 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. | |||||||
59
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: October 28, 2026 | /s/ Vivek Garg | ||||||||||
| Vivek Garg | |||||||||||
Acting Chief Financial Officer, Vice President, Chief Accounting Officer and Controller (Principal Financial Officer & Principal Accounting Officer) | |||||||||||
60