Form 8-K
8-K — HF Sinclair Corp
Accession: 0001915657-26-000046
Filed: 2026-07-28
Period: 2026-07-28
CIK: 0001915657
SIC: 4610 (PIPE LINES (NO NATURAL GAS))
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — dino-20260728.htm (Primary)
EX-99.1 (dinoex99106-30x2026.htm)
EX-99.2 (dinoex992strategictransform.htm)
EX-99.3 (dinoex993investpresent07.htm)
GRAPHIC (dinoex993investpresent07001.jpg)
GRAPHIC (dinoex993investpresent07002.jpg)
GRAPHIC (dinoex993investpresent07003.jpg)
GRAPHIC (dinoex993investpresent07004.jpg)
GRAPHIC (dinoex993investpresent07005.jpg)
GRAPHIC (dinoex993investpresent07006.jpg)
GRAPHIC (dinoex993investpresent07007.jpg)
GRAPHIC (dinoex993investpresent07008.jpg)
GRAPHIC (dinoex993investpresent07009.jpg)
GRAPHIC (dinoex993investpresent07010.jpg)
GRAPHIC (dinoex993investpresent07011.jpg)
GRAPHIC (hf_sinclairxlogoxcmyk1.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: dino-20260728.htm · Sequence: 1
dino-20260728
0001915657falseChicago Stock Exchange, Inc.00019156572026-07-282026-07-280001915657exch:XNYS2026-07-282026-07-280001915657exch:XCHI2026-07-282026-07-28
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2026
___________________
HF SINCLAIR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 001-41325 87-2092143
(State or other jurisdiction of incorporation) (Commission File Number)
(I.R.S. Employer Identification Number)
2323 Victory Avenue, Suite 1400
Dallas, TX
75219
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (214) 871-3555
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 28, 2026, HF Sinclair Corporation (the “Company”) issued a press release announcing the Company’s second quarter 2026 results. The press release also announced a regular quarterly dividend of $0.525 per share. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.
The information contained in, or incorporated into, this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Item 7.01 Regulation FD Disclosure.
On July 28, 2026, the Company issued a press release announcing a strategic transformation, including its plans to pursue a separation of its Lubricants & Specialties segment through the capital markets and the planned retirement of its base oil refining assets in Mississauga, Ontario. A copy of the Company’s press release and related investor presentation are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively, and incorporated by reference herein.
The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1
Press Release of the Company issued July 28, 2026.*
99.2
Press Release of the Company issued July 28, 2026 announcing strategic transformation.*
99.3
Presentation of the Company to current and potential investors.*
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
* Furnished herewith.
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
By:
/s/ Vivek Garg
Vivek Garg
Acting Chief Financial Officer,
Vice President, Chief Accounting Officer and Controller (Principal Financial Officer & Principal Accounting Officer)
Date: July 28, 2026
EX-99.1
EX-99.1
Filename: dinoex99106-30x2026.htm · Sequence: 2
Document
Press Release
July 28, 2026
HF Sinclair Reports 2026 Second Quarter Results and Announces Increase in Regular Cash Dividend
•Reported Net income attributable to HF Sinclair stockholders of $892 million, or $4.93 per diluted share, and adjusted net income attributable to HF Sinclair stockholders of $960 million, or $5.31 per diluted share
•Reported EBITDA of $1,404 million and Adjusted EBITDA of $1,482 million
•Returned $265 million to stockholders through dividends and share repurchases in the second quarter
•Announced 5% increase in regular quarterly dividend to $0.525 per share
Dallas, Texas, July 28, 2026 ‑ HF Sinclair Corporation (NYSE and NYSE Texas, Inc.: DINO) (“HF Sinclair” or the “Company”) today reported Net income attributable to HF Sinclair stockholders of $892 million, or $4.93 per diluted share, for the quarter ended June 30, 2026, compared to Net income attributable to HF Sinclair stockholders of $208 million, or $1.10 per diluted share, for the quarter ended June 30, 2025. Excluding the adjustments shown in the accompanying earnings release table, adjusted net income attributable to HF Sinclair stockholders for the second quarter of 2026 was $960 million, or $5.31 per diluted share, compared to adjusted net income attributable to HF Sinclair stockholders of $322 million, or $1.70 per diluted share, for the second quarter of 2025.
HF Sinclair’s Chief Executive Officer, Franklin Myers, commented, “During the quarter, we delivered strong financial results across each of our business segments, underpinned by strong operational and commercial execution. We returned $265 million to stockholders through dividends and share repurchases and today we also announced a 5% increase to our quarterly dividend, demonstrating our continued commitment to return capital to shareholders. Looking forward, we believe the fundamentals that drove strong second quarter results across each of our business segments will persist in the third quarter, providing a positive backdrop as we move through the remainder of the year.”
Refining segment income before interest and income taxes was $877 million for the second quarter of 2026 compared to income of $166 million for the second quarter of 2025. The segment reported Adjusted EBITDA of $1,023 million for the second quarter of 2026 compared to $476 million for the second quarter of 2025. This increase was principally driven by strong refining margins and volumes in the Mid-Continent and West regions as a result of steady demand, tight supply and favorable crack spreads. Adjusted refinery gross margin was $25.95 per produced barrel sold, a 57% increase compared to $16.50 for the second quarter of 2025. Crude oil charge averaged 639,680 barrels per day (“BPD”) for the second quarter of 2026 compared to 615,930 BPD for the second quarter of 2025.
Renewables segment income before interest and income taxes was $30 million for the second quarter of 2026 compared to a loss of $4 million for the second quarter of 2025. Excluding the Lower of cost or market inventory valuation adjustment charge of $30 million, and an impairment charge of $47 million, the segment reported Adjusted EBITDA of $123 million in the second quarter of 2026, compared to $(2) million in the second quarter of 2025. Adjusted renewables gross margins increased as a result of improved RINs prices, higher Producer’s Tax Credit (“PTC”) benefits and increased volumes compared to the second quarter of 2025. Total sales volumes were 60 million gallons for the second quarter of 2026 compared to 55 million gallons for the second quarter of 2025.
Marketing segment income before interest and income taxes was $20 million for the second quarter of 2026, compared to $18 million in the second quarter of 2025. The segment reported EBITDA of $28 million for the second quarter of 2026 compared to $25 million for the second quarter of 2025. Total branded fuel sales volumes were 387 million gallons for the second quarter of 2026 compared to 337 million gallons for the second quarter of 2025.
1
Lubricants & Specialties segment income before interest and income taxes was $181 million for the second quarter of 2026 compared to $33 million in the second quarter of 2025. The segment reported Adjusted EBITDA of $207 million for the second quarter of 2026 compared to $55 million in the second quarter of 2025. The increase was primarily driven by higher sales volumes and product prices in the second quarter of 2026 compared to the second quarter of 2025. During the second quarter of 2026, we recognized a FIFO benefit of $46 million compared to a FIFO charge of $20 million during the second quarter of 2025.
Midstream segment income before interest and income taxes was $95 million for the second quarter of 2026 compared to $98 million for the second quarter of 2025. The segment reported Adjusted EBITDA of $112 million in the second quarter of 2026 and 2025.
For the second quarter of 2026, net cash provided by operations totaled $1,510 million. At June 30, 2026, the Company’s Cash and cash equivalents totaled $2,262 million, a $1,284 million increase compared to Cash and cash equivalents of $978 million at December 31, 2025. During the second quarter of 2026, the Company announced and paid a regular dividend of $0.50 per share to stockholders totaling $89 million and spent $179 million on share repurchases, inclusive of excise tax of $3 million. Additionally, at June 30, 2026, the Company’s consolidated debt was $2,772 million.
HF Sinclair also announced today that its Board of Directors declared a regular quarterly dividend in the amount of $0.525 per share, an increase of 5% over our previous dividend of $0.50 per share. The dividend is payable on September 2, 2026 to holders of record of common stock on August 11, 2026.
Earlier today, HF Sinclair announced plans to pursue a separation of its Lubricants & Specialties segment through the capital markets, creating a new independent, publicly traded company. As part of this transformation, HF Sinclair has decided to retire its base oil refining assets in Mississauga, Ontario with the transition expected to be substantially completed over the course of 2027. HF Sinclair anticipates the separation of Lubricants & Specialties in a tax-efficient manner for HF Sinclair and its shareholders, and the transaction is intended to be executed over the next 12-18 months. Additional information can be found in the related press release and investor presentation at https://investor.hfsinclair.com/investor-relations/events-and-presentations.
The Company has scheduled a webcast conference call for today, July 28, 2026, at 8:30 AM Eastern Time to discuss second quarter financial results. This webcast may be accessed at: https://events.q4inc.com/attendee/654044265. An audio archive of this webcast will be available using the above-noted link through August 11, 2026.
HF Sinclair Corporation, headquartered in Dallas, Texas, is 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. HF Sinclair owns and operates refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. HF Sinclair provides petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. HF Sinclair markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states and supplies high-quality fuels to more than 1,800 branded stations and licenses the use of the Sinclair brand to more than 350 additional locations throughout the country. HF Sinclair produces renewable diesel at two of its facilities in Wyoming and also at its facility in New Mexico. In addition, we produce and market base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and export products to more than 80 countries.
2
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts are “forward-looking statements” 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, including those contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”). 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. 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 the Company’s plans and objectives for future operations. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company cannot assure you that the Company’s expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such 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 the Company’s 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 the Company’s operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing at the Company’s 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 and health and safety laws and regulations, related reporting requirements and pipeline integrity programs; the availability and cost of financing to the Company; the effectiveness of the Company’s capital investments and marketing strategies; the Company’s efficiency in carrying out and consummating construction projects, including the Company’s ability to complete announced capital projects on time and within capital guidance; the Company’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of the Company to acquire complementary assets or businesses to the Company’s existing assets and businesses on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies of any such transaction on the expected timeline; the possibility of vandalism or other disruptive activity, or terrorist or cyberattacks and the consequences of any such activities or attacks; uncertainty regarding the effects and duration of global hostilities, war or any associated military campaigns, including those in oil producing regions, such as the ongoing military conflict in the Middle East, which may disrupt crude oil supplies and markets for the Company’s refined products and create instability in the financial markets that could restrict the Company’s 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 the Company’s ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; the possibility that strategic transactions related to our Lubricants & Specialties segment may not be completed on the contemplated terms or timeline, or may not be completed at all, and the possibility that, if completed, such strategic transactions will not achieve the intended financial, strategic and operational benefits; the possibility that asset retirements may incur significant costs, charges and liabilities beyond our expectations, may not be completed on the contemplated timeline, or may not be completed at all; and other business, financial, operational and legal risks. Additional information on risks and uncertainties that could affect our business prospects and performance is provided in the reports filed by us with the SEC. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing 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.
3
4
RESULTS OF OPERATIONS
Financial Data (all information in this release is unaudited)
Three Months Ended June 30,
Change from 2025
2026 2025 Change Percent
(In millions, except share and per share data)
Sales and other revenues $ 10,390 $ 6,784 $ 3,606 53 %
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)
8,133 5,440 2,693 50 %
Lower of cost or market inventory valuation adjustments 30 148 (118) (80) %
Operating expenses 654 572 82 14 %
8,817 6,160 2,657 43 %
Selling, general and administrative expenses (1)
130 114 16 14 %
Depreciation and amortization 228 226 2 1 %
Other operating expenses, net
47 9 38 422 %
Total operating costs and expenses 9,222 6,509 2,713 42 %
Income from operations
1,168 275 893 325 %
Other income (expense):
Earnings of equity method investments 6 10 (4) (40) %
Interest income 15 7 8 114 %
Interest expense (20) (53) 33 (62) %
Other income, net 3 7 (4) (57) %
4 (29) 33 NM
Income before income taxes
1,172 246 926 376 %
Income tax expense
279 36 243 675 %
Net income 893 210 683 325 %
Less: net income attributable to noncontrolling interests
1 2 (1) (50) %
Net income attributable to HF Sinclair stockholders
$ 892 $ 208 $ 684 329 %
Earnings per share attributable to HF Sinclair stockholders:
Basic $ 4.93 $ 1.10 $ 3.83 348 %
Diluted $ 4.93 $ 1.10 $ 3.83 348 %
Cash dividends declared per common share $ 0.50 $ 0.50 $ — — %
Average number of common shares outstanding (in thousands):
Basic 179,417 188,110 (8,693) (5) %
Diluted 179,417 188,110 (8,693) (5) %
EBITDA $ 1,404 $ 516 $ 888 172 %
Adjusted EBITDA $ 1,482 $ 665 $ 817 123 %
5
Six Months Ended June 30,
Change from 2025
2026 2025 Change Percent
(In millions, except share and per share data)
Sales and other revenues $ 17,513 $ 13,154 $ 4,359 33 %
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)
14,113 10,916 3,197 29 %
Lower of cost or market inventory valuation adjustments (642) 31 (673) NM
Operating expenses 1,278 1,168 110 9 %
14,749 12,115 2,634 22 %
Selling, general and administrative expenses (1)
245 218 27 12 %
Depreciation and amortization 457 451 6 1 %
Other operating expenses, net
47 14 33 236 %
Total operating costs and expenses 15,498 12,798 2,700 21 %
Income from operations 2,015 356 1,659 466 %
Other income (expense):
Earnings of equity method investments 14 21 (7) (33) %
Interest income 25 16 9 56 %
Interest expense (61) (102) 41 (40) %
Other income (expense), net
18 (46) 64 NM
(4) (111) 107 (96) %
Income before income taxes 2,011 245 1,766 721 %
Income tax expense
468 37 431 1,165 %
Net income 1,543 208 1,335 642 %
Less: net income attributable to noncontrolling interests
3 4 (1) (25) %
Net income attributable to HF Sinclair stockholders $ 1,540 $ 204 $ 1,336 655 %
Earnings per share attributable to HF Sinclair stockholders:
Basic $ 8.48 $ 1.07 $ 7.41 693 %
Diluted $ 8.48 $ 1.07 $ 7.41 693 %
Cash dividends declared per common share $ 1.00 $ 1.00 $ — — %
Average number of common shares outstanding (in thousands):
Basic 180,032 188,298 (8,266) (4) %
Diluted 180,032 188,298 (8,266) (4) %
EBITDA $ 2,501 $ 778 $ 1,723 221 %
Adjusted EBITDA $ 1,908 $ 866 $ 1,042 120 %
(1)Exclusive of Depreciation and amortization.
(2)Exclusive of Lower of cost or market inventory valuation adjustments.
Balance Sheet Data
June 30, 2026 December 31, 2025
(In millions)
Cash and cash equivalents $ 2,262 $ 978
Working capital $ 3,639 $ 2,327
Total assets $ 18,994 $ 16,510
Total debt $ 2,772 $ 2,769
Total equity $ 10,350 $ 9,249
6
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 renewable diesel unit (“RDU”), Artesia RDU, Sinclair RDU and the pre-treatment unit at our Artesia, New Mexico facility.
The Marketing segment represents branded fuel sales to Sinclair branded sites in the United States and licensing fees for the use of the Sinclair brand at additional locations throughout the country. Branded fuel is also sold to non-Sinclair branded sites and includes revenues from other marketing activities. Our branded sites are located in several states across the United States with the highest concentration of sites in our West and Mid-Continent regions. In February 2026, we formed the joint venture Green Trail Fuels, LLC in which we hold a 50% non-operating economic interest. The joint venture includes various retail sites across Colorado and New Mexico and is supplied fuel by our proximate regional refineries.
The Lubricants & Specialties segment includes Petro-Canada Lubricants’ production operations in Mississauga, Ontario, which produce lubricant products such as base oils, white oils, specialty products and finished lubricants, as well as Petro-Canada Lubricants’ marketing operations, which distribute products to both retail and wholesale outlets through a global sales network with locations in Canada, the United States and Europe. Additionally, the Lubricants & Specialties segment includes the Sinclair Lubricants brand and specialty lubricant products produced at our Tulsa facilities that are marketed throughout North America and distributed in Central and South America, and the operations of Red Giant Oil, one of the leading suppliers of locomotive engine oil in North America. The Lubricants & Specialties segment also includes Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe, and Industrial Oils Unlimited, a producer of high-quality lubricants and specialty fluids with blending, warehousing and terminal facilities in the United States.
The Midstream segment includes all of the operations of our wholly-owned subsidiary Holly Energy Partners, L.P., which owns and operates logistics and refinery assets consisting of petroleum product and crude oil pipelines, and terminals, tankage and loading rack facilities in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. The Midstream segment also includes 50% ownership interests in each of Osage Pipeline Company, LLC, the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas, and Cushing Connect Pipeline & Terminal LLC, the owner of a pipeline running from Cushing, Oklahoma to Tulsa, Oklahoma, a 26.08% ownership interest in Saddle Butte Pipeline III, LLC, the owner of a pipeline running from the Powder River Basin to Casper, Wyoming, and a 49.995% ownership interest in Pioneer Investments Corp., the owner of a pipeline running from Sinclair, Wyoming to the North Salt Lake City, Utah terminal. Revenues and other income from the Midstream segment are earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations, and revenues relating to pipeline transportation, terminalling operations and tankage facilities provided for our refining operations.
7
Refining Renewables Marketing Lubricants & Specialties
Midstream
Corporate, Other and Eliminations Consolidated Total
(In millions)
Three Months Ended June 30, 2026
Sales and other revenues:
Revenues from external customers $ 7,747 $ 243 $ 1,370 $ 998 $ 32 $ — $ 10,390
Intersegment revenues and other (1)
1,481 243 — 1 135 (1,860) —
9,228 486 1,370 999 167 (1,860) 10,390
Cost of sales: (2)
Cost of materials and other (3)
7,649 339 1,332 674 — (1,861) 8,133
Lower of cost or market inventory valuation adjustments — 30 — — — — 30
Operating expenses 491 23 — 78 60 2 654
8,140 392 1,332 752 60 (1,859) 8,817
Selling, general and administrative expenses (2)
65 1 10 41 2 11 130
Depreciation and amortization 146 16 8 25 18 15 228
Other operating expenses, net
— 47 — — — — 47
Income (loss) from operations
$ 877 $ 30 $ 20 $ 181 $ 87 $ (27) $ 1,168
Earnings of equity method investments 6
Interest income 15
Interest expense (20)
Other income, net
3
Income before income taxes
$ 1,172
Net income attributable to noncontrolling interests $ — $ — $ — $ — $ 1 $ — $ 1
Capital expenditures $ 69 $ 1 $ 25 $ 7 $ 11 $ 5 $ 118
Three Months Ended June 30, 2025
Sales and other revenues:
Revenues from external customers $ 5,158 $ 131 $ 826 $ 641 $ 28 $ — $ 6,784
Intersegment revenues and other (1)
861 127 — 4 129 (1,121) —
6,019 258 826 645 157 (1,121) 6,784
Cost of sales: (2)
Cost of materials and other (3)
5,045 238 792 486 — (1,121) 5,440
Lower of cost or market inventory valuation adjustments 172 (24) — — — — 148
Operating expenses 441 22 — 63 45 1 572
5,658 236 792 549 45 (1,120) 6,160
Selling, general and administrative expenses (2)
52 — 9 43 2 8 114
Depreciation and amortization 134 26 7 22 19 18 226
Other operating expenses, net
9 — — — — — 9
Income (loss) from operations
$ 166 $ (4) $ 18 $ 31 $ 91 $ (27) $ 275
Earnings of equity method investments 10
Interest income 7
Interest expense (53)
Other income, net
7
Income before income taxes
$ 246
Net income attributable to noncontrolling interests
$ — $ — $ — $ — $ 2 $ — $ 2
Capital expenditures $ 71 $ — $ 11 $ 11 $ 12 $ 6 $ 111
8
Refining Renewables Marketing Lubricants & Specialties Midstream
Corporate, Other and Eliminations
Consolidated Total
(In millions)
Six Months Ended June 30, 2026
Sales and other revenues:
Revenues from external customers $ 13,186 $ 451 $ 2,162 $ 1,651 $ 63 $ — $ 17,513
Intersegment revenues and other (1)
2,313 369 — 2 270 (2,954) —
15,499 820 2,162 1,653 333 (2,954) 17,513
Cost of sales: (2)
Cost of materials and other (3)
13,340 517 2,088 1,124 — (2,956) 14,113
Lower of cost or market inventory valuation adjustments (604) (38) — — — — (642)
Operating expenses 959 45 — 152 119 3 1,278
13,695 524 2,088 1,276 119 (2,953) 14,749
Selling, general and administrative expenses (2)
122 2 18 83 4 16 245
Depreciation and amortization 291 35 16 49 37 29 457
Other operating expenses, net — 47 — — — — 47
Income (loss) from operations $ 1,391 $ 212 $ 40 $ 245 $ 173 $ (46) $ 2,015
Earnings of equity method investments 14
Interest income 25
Interest expense (61)
Other income, net
18
Income before income taxes
$ 2,011
Net income attributable to noncontrolling interests
$ — $ — $ — $ — $ 3 $ — $ 3
Capital expenditures $ 133 $ 2 $ 43 $ 13 $ 23 $ 6 $ 220
Six Months Ended June 30, 2025
Sales and other revenues:
Revenues from external customers $ 10,081 $ 225 $ 1,512 $ 1,278 $ 58 $ — $ 13,154
Intersegment revenues and other (1)
1,589 223 — 5 255 (2,072) —
11,670 448 1,512 1,283 313 (2,072) 13,154
Cost of sales: (2)
Cost of materials and other (3)
10,185 421 1,444 939 — (2,073) 10,916
Lower of cost or market inventory valuation adjustments 56 (25) — — — — 31
Operating expenses 902 45 — 127 91 3 1,168
11,143 441 1,444 1,066 91 (2,070) 12,115
Selling, general and administrative expenses (2)
106 1 16 79 4 12 218
Depreciation and amortization 271 49 14 44 37 36 451
Other operating expenses, net
14 — — — — — 14
Income (loss) from operations $ 136 $ (43) $ 38 $ 94 $ 181 $ (50) $ 356
Earnings of equity method investments 21
Interest income 16
Interest expense (102)
Other expense, net (46)
Income before income taxes
$ 245
Net income attributable to noncontrolling interests
$ — $ — $ — $ — $ 4 $ — $ 4
Capital expenditures $ 130 $ 1 $ 16 $ 20 $ 21 $ 9 $ 197
(1)Refining intersegment revenues relate to transportation fuels sold to the Marketing segment. Renewables intersegment revenues relate to the sale of transportation fuels and RINs sold to the Refining segment. Midstream intersegment revenues relate to pipeline and terminalling services provided primarily to the Refining segment, including leases. These transactions eliminate in consolidation.
(2)Exclusive of Depreciation and amortization.
(3)Exclusive of Lower of cost or market inventory valuation adjustments.
9
Refining Segment Operating Data
The following tables set forth information, including non-GAAP (generally accepted accounting principles) 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” below.
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.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Mid-Continent Region
Crude charge (BPD) (1)
272,430 252,690 268,180 256,630
Refinery throughput (BPD) (2)
287,200 269,850 284,800 273,150
Sales of produced refined products (BPD) (3)
266,690 259,220 269,730 257,300
Refinery utilization (4)
104.8 % 97.2 % 103.1 % 98.7 %
Average per produced barrel sold: (5)
Gross margin (6)
$ 9.64 $ 2.29 $ 9.22 $ 1.76
Adjusted refinery gross margin (7)
$ 19.00 $ 15.52 $ 11.24 $ 11.61
Less: operating expenses (8)
7.23 6.28 7.22 6.69
Adjusted refinery gross margin, less operating expenses $ 11.77 $ 9.24 $ 4.02 $ 4.92
Operating expenses per throughput barrel (9)
$ 6.72 $ 6.03 $ 6.83 $ 6.31
Feedstocks:
Sweet crude oil 54 % 50 % 52 % 50 %
Sour crude oil 26 % 25 % 26 % 25 %
Heavy sour crude oil 15 % 19 % 16 % 19 %
Other feedstocks and blends 5 % 6 % 6 % 6 %
Total 100 % 100 % 100 % 100 %
Sales of produced refined products:
Gasolines 49 % 51 % 50 % 52 %
Diesel fuels 33 % 32 % 32 % 31 %
Jet fuels 7 % 7 % 7 % 7 %
Fuel oil 1 % 1 % 1 % 1 %
Asphalt 4 % 3 % 4 % 3 %
Base oils 4 % 4 % 4 % 4 %
LPG and other 2 % 2 % 2 % 2 %
Total 100 % 100 % 100 % 100 %
10
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
West Region
Crude charge (BPD) (1)
367,250 363,240 358,260 354,430
Refinery throughput (BPD) (2)
393,950 390,790 384,300 380,500
Sales of produced refined products (BPD) (3)
401,980 389,990 387,740 378,280
Refinery utilization (4)
87.9 % 86.9 % 85.7 % 84.8 %
Average per produced barrel sold: (5)
Gross margin (6)
$ 19.33 $ 4.89 $ 15.13 $ 2.53
Adjusted refinery gross margin (7)
$ 30.57 $ 17.15 $ 22.93 $ 13.80
Less: operating expenses (8)
8.65 8.23 8.65 8.63
Adjusted refinery gross margin, less operating expenses $ 21.92 $ 8.92 $ 14.28 $ 5.17
Operating expenses per throughput barrel (9)
$ 8.82 $ 8.21 $ 8.72 $ 8.58
Feedstocks:
Sweet crude oil 29 % 30 % 29 % 31 %
Sour crude oil 49 % 47 % 49 % 45 %
Heavy sour crude oil 10 % 11 % 10 % 11 %
Wax crude oil 5 % 5 % 5 % 6 %
Other feedstocks and blends 7 % 7 % 7 % 7 %
Total 100 % 100 % 100 % 100 %
Sales of produced refined products:
Gasolines 51 % 52 % 51 % 53 %
Diesel fuels 30 % 31 % 30 % 32 %
Jet fuels 7 % 6 % 7 % 6 %
Fuel oil 3 % 2 % 3 % 2 %
Asphalt 3 % 3 % 2 % 2 %
LPG and other 6 % 6 % 7 % 5 %
Total 100 % 100 % 100 % 100 %
Consolidated
Crude charge (BPD) (1)
639,680 615,930 626,440 611,060
Refinery throughput (BPD) (2)
681,150 660,640 669,100 653,650
Sales of produced refined products (BPD) (3)
668,670 649,210 657,470 635,580
Refinery utilization (4)
94.3 % 90.8 % 92.4 % 90.1 %
Average per produced barrel sold: (5)
Gross margin (6)
$ 15.46 $ 3.85 $ 12.70 $ 2.22
Adjusted refinery gross margin (7)
$ 25.95 $ 16.50 $ 18.13 $ 12.91
Less: operating expenses (8)
8.08 7.45 8.06 7.85
Adjusted refinery gross margin, less operating expenses $ 17.87 $ 9.05 $ 10.07 $ 5.06
Operating expenses per throughput barrel (9)
$ 7.93 $ 7.32 $ 7.92 $ 7.63
11
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Consolidated
Feedstocks:
Sweet crude oil 40 % 38 % 39 % 39 %
Sour crude oil 39 % 38 % 39 % 37 %
Heavy sour crude oil 12 % 14 % 13 % 14 %
Wax crude oil 3 % 3 % 3 % 3 %
Other feedstocks and blends 6 % 7 % 6 % 7 %
Total 100 % 100 % 100 % 100 %
Sales of produced refined products:
Gasolines 51 % 52 % 51 % 52 %
Diesel fuels 31 % 31 % 31 % 31 %
Jet fuels 7 % 6 % 7 % 7 %
Fuel oil 2 % 2 % 2 % 2 %
Asphalt 3 % 2 % 3 % 2 %
Base oils 2 % 2 % 2 % 2 %
LPG and other 4 % 5 % 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 refined products produced at our refineries (including Asphalt and intersegment sales) and does not include volumes of refined products purchased for resale or volumes of excess crude oil sold.
(4)Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity is 678,000 BPSD.
(5)Represents the average amount per produced barrel sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(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” below.
(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.
12
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” below.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Renewables
Sales of produced renewables products (in thousand gallons) 59,905 54,786 112,353 99,250
Average per produced gallon sold: (1)
Gross margin (2)
$ 1.31 $ (0.05) $ 2.32 $ (0.42)
Adjusted renewables gross margin (3)
$ 2.46 $ 0.36 $ 2.69 $ 0.27
Less: operating expenses (4)
0.37 0.39 0.40 0.45
Adjusted renewables gross margin, less operating expenses $ 2.09 $ (0.03) $ 2.29 $ (0.18)
(1)Represents the average amount per produced gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(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” below.
(4)Represents total Renewables segment Operating expenses, exclusive of Depreciation and amortization, divided by sales volumes of produced renewables products.
Marketing Segment Operating Data
The following table sets forth information, including non-GAAP performance measures, about our marketing operations and includes our Sinclair branded fuel business. Adjusted marketing gross margin per gallon sold is total Marketing segment gross margin plus Depreciation and amortization, divided by sales volumes of marketing products. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Marketing
Number of branded sites at period end (1)
1,832 1,719 1,832 1,719
Sales of refined products (in thousand gallons) 386,656 337,147 711,279 631,012
Average per gallon sold: (2)
Gross margin (3)
$ 0.08 $ 0.08 $ 0.08 $ 0.09
Adjusted marketing gross margin (4)
$ 0.10 $ 0.10 $ 0.11 $ 0.11
(1)Includes certain non-Sinclair branded sites.
(2)Represents the average amount per gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(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” below.
13
Lubricants & Specialties Segment Operating Data
The following table sets forth information about our lubricants and specialties operations.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Lubricants & Specialties
Sales of produced refined products (BPD) 39,847 31,963 36,480 30,460
Sales of produced refined products:
Finished products 44 % 51 % 46 % 52 %
Base oils 29 % 24 % 27 % 25 %
Other 27 % 25 % 27 % 23 %
Total 100 % 100 % 100 % 100 %
Midstream Segment Operating Data
The following table sets forth information about our midstream operations.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Midstream
Volumes (BPD)
Pipelines:
Affiliates—refined product pipelines 149,081 145,940 162,217 154,916
Affiliates—intermediate pipelines 136,780 133,296 144,060 135,835
Affiliates—crude pipelines 469,267 383,374 458,573 404,018
755,128 662,610 764,850 694,769
Third parties—refined product pipelines 33,313 42,458 29,900 41,113
Third parties—crude pipelines 180,580 189,918 181,316 194,445
969,021 894,986 976,066 930,327
Terminals and loading racks:
Affiliates 1,026,169 969,791 1,031,184 980,271
Third parties 27,608 41,258 26,827 38,104
1,053,777 1,011,049 1,058,011 1,018,375
Total for pipelines and terminal assets (BPD) 2,022,798 1,906,035 2,034,077 1,948,702
14
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles
Reconciliations of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA excluding special items (“Adjusted EBITDA”) to amounts reported under generally accepted accounting principles (“GAAP”) 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. Adjusted EBITDA is calculated as EBITDA plus or minus (i) Lower of cost or market inventory valuation adjustments, (ii) asset impairments, (iii) loss on sale of equity method investment, (iv) loss on early extinguishment of debt, (v) decommissioning and closure costs and (vi) acquisition integration and regulatory costs.
EBITDA and Adjusted EBITDA are not calculations provided for under accounting principles generally accepted in the United States; however, the amounts included in these calculations are derived from amounts included in our consolidated financial statements. EBITDA and Adjusted EBITDA should not be considered as alternatives 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 and Adjusted EBITDA are not necessarily comparable to similarly titled measures of other companies. These are presented here because they are financial indicators widely used by investors and analysts to measure our operating performance. EBITDA and Adjusted EBITDA are also used by our management for internal analysis and as a basis for financial covenants.
The Company cannot reliably predict or estimate certain items or expenses, or their impact on financial statements in future periods. Accordingly, the Company believes that a reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort.
Set forth below is our calculation of EBITDA and Adjusted EBITDA:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions)
Net income attributable to HF Sinclair stockholders $ 892 $ 208 $ 1,540 $ 204
Add: interest expense
20 53 61 102
Less: interest income
(15) (7) (25) (16)
Add: income tax expense
279 36 468 37
Add: depreciation and amortization
228 226 457 451
EBITDA $ 1,404 $ 516 $ 2,501 $ 778
Add: lower of cost or market inventory valuation adjustments 30 148 (642) 31
Add: asset impairments 47 — 47 1
Add: loss on sale of equity method investment
— — — 40
Add: loss on early extinguishment of debt
— 1 — 16
Add: decommissioning and closure costs (1)
— — — —
Add: acquisition integration and regulatory costs 1 — 2 —
Adjusted EBITDA $ 1,482 $ 665 $ 1,908 $ 866
(1)Net of certain unrelated costs of $4 million in the Refining segment by $4 million benefits in the Midstream segment, respectively.
15
EBITDA and Adjusted EBITDA attributable to our Refining segment are set forth below:
Three Months Ended June 30, Six Months Ended June 30,
Refining Segment 2026 2025 2026 2025
(In millions)
Income before interest and income taxes (1)
$ 877 $ 166 $ 1,391 $ 136
Add: depreciation and amortization
146 134 291 271
EBITDA $ 1,023 $ 300 $ 1,682 $ 407
Add: lower of cost or market inventory valuation adjustments — 172 (604) 56
Add: decommissioning and closure costs — 4 — 4
Add: asset impairments
— — — 1
Adjusted EBITDA $ 1,023 $ 476 $ 1,078 $ 468
(1)Income before interest and income taxes of our Refining segment represents income plus (i) Interest expense, net of Interest income and (ii) Income tax expense.
EBITDA and Adjusted EBITDA attributable to our Renewables segment are set forth below:
Three Months Ended June 30, Six Months Ended June 30,
Renewables Segment 2026 2025 2026 2025
(In millions)
Income (loss) before interest and income taxes (1)
$ 30 $ (4) $ 212 $ (43)
Add: depreciation and amortization 16 26 35 49
EBITDA $ 46 $ 22 $ 247 $ 6
Add: lower of cost or market inventory valuation adjustments 30 (24) (38) (25)
Add: asset impairments 47 — 47 —
Adjusted EBITDA $ 123 $ (2) $ 256 $ (19)
(1)Income (loss) before interest and income taxes of our Renewables segment represents loss plus (i) Interest expense, net of Interest income and (ii) Income tax expense.
EBITDA attributable to our Marketing segment is set forth below:
Three Months Ended June 30, Six Months Ended June 30,
Marketing Segment 2026 2025 2026 2025
(In millions)
Income before interest and income taxes (1)
$ 20 $ 18 $ 40 $ 38
Add: depreciation and amortization 8 7 16 14
EBITDA $ 28 $ 25 $ 56 $ 52
(1)Income before interest and income taxes of our Marketing segment represents income plus (i) Interest expense, net of Interest income and (ii) Income tax expense.
EBITDA and Adjusted EBITDA attributable to our Lubricants & Specialties segment are set forth below:
Three Months Ended June 30, Six Months Ended June 30,
Lubricants & Specialties Segment 2026 2025 2026 2025
(In millions)
Income before interest and income taxes (1)
$ 181 $ 33 $ 259 $ 96
Add: depreciation and amortization 25 22 49 44
EBITDA $ 206 $ 55 $ 308 $ 140
Add: acquisition integration and regulatory costs
1 — 2 —
Adjusted EBITDA $ 207 $ 55 $ 310 $ 140
(1)Income before interest and income taxes of our Lubricants & Specialties segment represents income plus (i) Interest expense, net of Interest income and (ii) Income tax expense.
16
EBITDA and Adjusted EBITDA attributable to our Midstream segment are set forth below:
Three Months Ended June 30, Six Months Ended June 30,
Midstream Segment 2026 2025 2026 2025
(In millions)
Income before interest and income taxes (1)
$ 95 $ 98 $ 189 $ 161
Add: depreciation and amortization
18 19 37 37
Less: net income attributable to noncontrolling interests 1 2 3 4
EBITDA $ 112 $ 115 $ 223 $ 194
Add: loss on sale of equity method investment
— — — 40
Add: loss on extinguishment of debt — 1 — 1
Add: decommissioning and closure costs — (4) — (4)
Adjusted EBITDA $ 112 $ 112 $ 223 $ 231
(1)Income before interest and income taxes of our Midstream segment represents income plus (i) Interest expense, net of Interest income and (ii) Income tax expense.
17
Reconciliation of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
Adjusted refinery gross margin is a non-GAAP performance measure that is used by our management and others to compare our refining performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our refining performance on a relative and absolute basis, including against publicly available crack spread data. Adjusted refinery gross margin per produced barrel sold is total Refining segment gross margin plus Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization, divided by sales volumes of produced refined products. This margin measure excludes the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to inventory held at the end of the period. Adjusted refinery gross margin is a non-GAAP performance measure and should not be considered in isolation or as a substitute for Refining segment gross margin. The GAAP measure most directly comparable to adjusted refinery gross margin is Refining segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.
Reconciliation of Refining segment gross margin to adjusted refinery gross margin to adjusted refinery gross margin per produced barrel sold and adjusted refinery gross margin, less operating expenses per produced barrel sold
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions, except barrel and per barrel amounts)
Refining segment
Sales and other revenues $ 9,228 $ 6,019 $ 15,499 $ 11,670
Cost of sales (1)
8,140 5,658 13,695 11,143
Depreciation and amortization 146 134 291 271
Gross margin $ 942 $ 227 $ 1,513 $ 256
Add: lower of cost or market inventory valuation adjustments — 172 (604) 56
Add: operating expenses 491 441 959 902
Add: depreciation and amortization 146 134 291 271
Adjusted refinery gross margin $ 1,579 $ 974 $ 2,159 $ 1,485
Sales of produced refined products (BPD) (2)
668,670 649,210 657,470 635,580
Average per produced barrel sold:
Gross margin $ 15.46 $ 3.85 $ 12.70 $ 2.22
Add: lower of cost or market inventory valuation adjustments — 2.93 (5.08) 0.49
Add: operating expenses 8.08 7.45 8.06 7.85
Add: depreciation and amortization 2.41 2.27 2.45 2.35
Adjusted refinery gross margin $ 25.95 $ 16.50 $ 18.13 $ 12.91
Less: operating expenses
8.08 7.45 8.06 7.85
Adjusted refinery gross margin, less operating expenses
$ 17.87 $ 9.05 $ 10.07 $ 5.06
(1)Exclusive of Depreciation and amortization.
(2)Represents barrels sold of refined products produced at our refineries (including Asphalt and intersegment sales) and excludes volumes of refined products purchased for resale or volumes of excess crude oil sold.
18
Reconciliation of renewables operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
Adjusted renewables gross margin is a non-GAAP performance measure that is used by our management and others to compare our renewables performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our renewables performance on a relative and absolute basis. Adjusted renewables gross margin per produced gallon sold is total Renewables segment gross margin plus Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization, divided by sales volumes of produced renewables products. This margin measure excludes the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to volumes in inventory at the end of the period. Adjusted renewables gross margin is not a calculation provided for under GAAP and should not be considered in isolation or as a substitute for Renewables segment gross margin. The GAAP measure most directly comparable to adjusted renewables gross margin is Renewables segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.
Reconciliation of Renewables segment gross margin to adjusted renewables gross margin to adjusted renewables gross margin per produced gallon sold and adjusted renewables gross margin, less operating expenses per produced gallon sold
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions, except gallon and per gallon amounts)
Renewables segment
Sales and other revenues $ 486 $ 258 $ 820 $ 448
Cost of sales (1)
392 236 524 441
Depreciation and amortization 16 26 35 49
Gross margin $ 78 $ (4) $ 261 $ (42)
Add: lower of cost or market inventory valuation adjustments 30 (24) (38) (25)
Add: operating expenses 23 22 45 45
Add: depreciation and amortization 16 26 35 49
Adjusted renewables gross margin $ 147 $ 20 $ 303 $ 27
Sales of produced renewables products (in thousand gallons) 59,905 54,786 112,353 99,250
Average per produced gallon sold:
Gross margin $ 1.31 $ (0.05) $ 2.32 $ (0.42)
Add: lower of cost or market inventory valuation adjustments 0.50 (0.45) (0.34) (0.26)
Add: operating expenses 0.37 0.39 0.40 0.45
Add: depreciation and amortization 0.28 0.47 0.31 0.50
Adjusted renewables gross margin $ 2.46 $ 0.36 $ 2.69 $ 0.27
Less: operating expenses 0.37 0.39 0.40 0.45
Adjusted renewables gross margin, less operating expenses $ 2.09 $ (0.03) $ 2.29 $ (0.18)
(1)Exclusive of Depreciation and amortization.
19
Reconciliation of marketing operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
Adjusted marketing gross margin is a non-GAAP performance measure that is used by our management and others to compare our marketing performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our marketing performance on a relative and absolute basis. Adjusted marketing gross margin per gallon sold is total Marketing segment gross margin plus Depreciation and amortization, divided by sales volumes of marketing products. Adjusted marketing gross margin is not a calculation provided for under GAAP and should not be considered in isolation or as a substitute for Marketing segment gross margin. The GAAP measure most directly comparable to adjusted marketing gross margin is Marketing segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.
Reconciliation of Marketing segment gross margin to adjusted marketing gross margin to adjusted marketing gross margin per gallon sold
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions, except gallon and per gallon amounts)
Marketing segment
Sales and other revenues $ 1,370 $ 826 $ 2,162 $ 1,512
Cost of sales (1)
1,332 792 2,088 1,444
Depreciation and amortization 8 7 16 14
Gross margin $ 30 $ 27 $ 58 $ 54
Add: depreciation and amortization 8 7 16 14
Adjusted marketing gross margin $ 38 $ 34 $ 74 $ 68
Sales of refined products (in thousand gallons) 386,656 337,147 711,279 631,012
Average per gallon sold:
Gross margin $ 0.08 $ 0.08 $ 0.08 $ 0.09
Add: depreciation and amortization 0.02 0.02 0.03 0.02
Adjusted marketing gross margin $ 0.10 $ 0.10 $ 0.11 $ 0.11
(1)Exclusive of Depreciation and amortization.
20
Reconciliation of Net income attributable to HF Sinclair stockholders to adjusted net income attributable to HF Sinclair stockholders
Adjusted net income attributable to HF Sinclair stockholders is a non-GAAP financial measure that excludes non-cash adjustments of (i) Lower of cost or market inventory valuation adjustments, (ii) asset impairments, (iii) loss on sale of equity method investment, (iv) loss on early extinguishment of debt, (v) decommissioning and closure costs and (vi) acquisition integration and regulatory costs. We believe this measure is helpful to investors and others in evaluating our financial performance and to compare our results to that of other companies in our industry. Similarly titled performance measures of other companies may not be calculated in the same manner.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions, except per share amounts)
Consolidated
GAAP:
Income before income taxes $ 1,172 $ 246 $ 2,011 $ 245
Income tax expense
279 36 468 37
Net income $ 893 $ 210 $ 1,543 $ 208
Less: net income attributable to noncontrolling interests 1 2 3 4
Net income attributable to HF Sinclair stockholders $ 892 $ 208 $ 1,540 $ 204
Non-GAAP adjustments to arrive at adjusted results:
Lower of cost or market inventory valuation adjustments $ 30 $ 148 $ (642) $ 31
Asset impairments 47 — 47 1
Loss on sale of equity method investment
— — — 40
Loss on early extinguishment of debt
— 1 — 16
Decommissioning and closure costs (1)
— — — —
Acquisition integration and regulatory costs 1 — 2 —
Total adjustments to income before income taxes $ 78 $ 149 $ (593) $ 88
Adjustment to income tax expense (2)
10 35 (140) 21
Total adjustments, net of tax $ 68 $ 114 $ (453) $ 67
Adjusted results - non-GAAP:
Adjusted income before income taxes $ 1,250 $ 395 $ 1,418 $ 333
Adjusted income tax expense (3)
289 71 328 58
Adjusted net income $ 961 $ 324 $ 1,090 $ 275
Less: net income attributable to noncontrolling interests
1 2 3 4
Adjusted net income attributable to HF Sinclair stockholders $ 960 $ 322 $ 1,087 $ 271
Adjusted earnings per share - diluted (4)
$ 5.31 $ 1.70 $ 5.99 $ 1.43
(1)Net of certain unrelated costs of $4 million in the Refining segment by $4 million benefits in the Midstream segment, respectively.
(2)Represents adjustment to GAAP income tax expense to arrive at adjusted income tax expense, which is computed as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions)
Non-GAAP income tax expense (3)
$ 289 $ 71 $ 328 $ 58
GAAP income tax expense
279 36 468 37
Non-GAAP adjustment to income tax expense (benefit)
$ 10 $ 35 $ (140) $ 21
(3)Non-GAAP income tax expense is computed by (a) adjusting HF Sinclair’s consolidated estimated Annual Effective Tax Rate (“AETR”) for GAAP purposes for the effects of the above Non-GAAP adjustments, (b) applying the resulting Adjusted Non-GAAP AETR to Non-GAAP adjusted income before income taxes and (c) adjusting for discrete tax items applicable to the period.
(4)Adjusted earnings per share - diluted is calculated as adjusted net income attributable to HF Sinclair stockholders divided by the average number of shares of common stock outstanding assuming dilution, which is based on weighted-average diluted shares outstanding as that used in the GAAP diluted earnings per share calculation. Income allocated to participating securities, if applicable, in the adjusted earnings per share calculation is calculated the same way as that used in GAAP diluted earnings per share calculation.
21
Reconciliation of effective income tax rate to adjusted effective tax rate
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions)
GAAP:
Income before taxes $ 1,172 $ 246 $ 2,011 $ 245
Income tax expense
$ 279 $ 36 $ 468 $ 37
Effective income tax rate for GAAP financial statements (1)
23.9 % 14.5 % 23.3 % 15.1 %
Adjusted - non-GAAP:
Effect of non-GAAP adjustments (0.8) % 3.6 % (0.2) % 2.4 %
Effective tax rate for adjusted results 23.1 % 18.1 % 23.1 % 17.5 %
(1) Due to rounding of reported numbers, some amounts may not calculate exactly.
FOR FURTHER INFORMATION, Contact:
Vivek Garg, Acting Chief Financial Officer, Vice President, Chief Accounting Officer and Controller
Craig Biery, Vice President, Investor Relations
HF Sinclair Corporation
214-954-6510
22
EX-99.2
EX-99.2
Filename: dinoex992strategictransform.htm · Sequence: 3
Document
HF Sinclair Announces Strategic Transformation, Including Plans to Pursue A Separation of Lubricants & Specialties and Planned Retirement of its Canadian Base Oil Refining Assets
Dallas, Texas – July 28, 2026 – HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) today announced plans to pursue a separation of its Lubricants & Specialties segment through the capital markets, creating a new independent, publicly traded company.
As an independent company, Lubricants & Specialties will operate a capital-light business model built for greater financial flexibility and stronger, more consistent free cash flow — while leveraging its core strengths in technology, globally recognized brands and extensive channels-to-market.
As part of this transformation, HF Sinclair has decided to retire its base oil refining assets in Mississauga, Ontario with the transition expected to be substantially completed over the course of 2027.
The Lubricants & Specialties business will maintain a strong presence in the Ontario region, including continued operation of its R&D laboratory, lubricant blending and packaging, as well as supply chain, logistics, and commercial operations.
The business will continue to deliver base oil solutions through new strategic commercial agreements with two premier global base oil manufacturers, complemented by continued access to Group I and specialty products from HF Sinclair’s Tulsa refinery. Together, these sources will enable the independent Lubricants & Specialties business to continue offering a full suite of Group I, Group II, and Group III base oils to the market.
The transformed model is expected to improve service through a more conveniently located distribution network across North America, while maintaining the quality standards customers expect across base oils, finished lubricants and specialty offerings.
“This announcement marks an important step in HF Sinclair’s portfolio optimization strategy,” Franklin Myers, Chairperson and Chief Executive Officer. “The separation will unlock value by creating two focused businesses with enhanced flexibility to pursue their respective strategic and capital priorities.”
Benefits of the Planned Separation
As leading standalone companies, both HF Sinclair and the independent Lubricants & Specialties business are expected to benefit from:
•Enhanced strategic focus and operational agility
•Greater alignment of capital deployment with each business’s specific growth priorities and investment needs
•Increased ability to pursue strategic transactions independently, without competing for resources within a broader portfolio
•Distinct and compelling investment profiles aligned with different investor bases
•Dedicated leadership teams and governance structures with continued focus on driving performance
In addition, it is anticipated that both companies will have strong balance sheets and will be capitalized to provide financial flexibility to take advantage of future growth opportunities.
Increased Focus on Integrated Refining, Midstream, Marketing and Renewables Business
Following the completion of the transaction, HF Sinclair will be a resilient, cash-generative integrated downstream company with a diversified portfolio including:
•Refining: The company will have a diversified refining footprint with a product mix skewed toward high-value gasoline and distillates.
•Midstream: It will have integrated pipeline and terminal assets to support its refining operations, including its “Go-West” pipeline initiative.
•Marketing: Building on its base of more than 1,600 independent Sinclair-branded stations across more than 30 states, the company will be positioned to accelerate growth through new stores and joint venture partnerships.
•Renewables: HF Sinclair will leverage its renewable diesel production to generate positive returns.
Following the separation, HF Sinclair will also prioritize maintaining an investment-grade financial profile and targeting a 50% payout ratio through regular dividends and open-market share repurchases, while preserving flexibility for reinvestment and opportunistic M&A.
Throughout this transition, HF Sinclair will maintain its focus on safe operations, regulatory compliance, and uninterrupted supply and service, while continuing to meet customer specifications.
Transaction Details
HF Sinclair anticipates the separation of Lubricants & Specialties through the capital markets in a tax-efficient manner for HF Sinclair and its shareholders. The transaction is intended to be executed over the next 12-18 months.
The separation transaction will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by HF Sinclair’s Board of Directors, receipt of a tax opinion from counsel, receipt of a private letter ruling from the U.S. Internal Revenue Service, the filing and effectiveness of any registration statements with the U.S. Securities and Exchange Commission (the “SEC”), approval for listing on the New York Stock Exchange, applicable regulatory approvals and satisfactory completion of financing for the independent Lubricants & Specialties business. There can be no assurance that any separation will ultimately occur, or if one does occur, of its terms or timing.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Vinson & Elkins L.L.P. is serving as legal counsel on the separation of Lubricants & Specialties
Investor Presentation
Investors can access the investor presentation via the following:
https://investor.hfsinclair.com/investor-relations/events-and-presentations
Q2 2026 Earnings Results and Conference Call
In a separate press release issued today, HF Sinclair announced its second-quarter 2026 results.
HF Sinclair will conduct an investor teleconference call today at 8:30 a.m. Eastern time. Investors can access this conference via the following:
https://events.q4inc.com/attendee/654044265
About HF Sinclair Corporation
HF Sinclair Corporation, headquartered in Dallas, Texas, is an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products. HF Sinclair owns and operates refineries in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. HF Sinclair provides petroleum products and crude oil transportation, terminaling, storage and throughput services to its refineries and the petroleum industry. HF Sinclair markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. It supplies high-quality fuels to more than 1,800 branded stations and licenses the use of the Sinclair brand to more than 350 additional locations throughout the country. HF Sinclair produces renewable diesel at two of its facilities in Wyoming and also at its facility in Artesia, New Mexico. In addition, we produce and market base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and export products to more than 80 countries.
Forward-Looking Statements
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. The statements in this press release relating to matters that are not historical facts are “forward-looking statements” 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, including those contained in HF Sinclair’s filings with the SEC. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “aim,” “proposed,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding HF Sinclair’s plans and objectives for future operations. Although HF Sinclair believes that the expectations reflected in these forward-looking statements are reasonable, HF Sinclair cannot assure you that its expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to: the realization of the anticipated benefits of the separation transaction and the retirement of the base oil refining assets; the terms, timing and completion of the separation transaction and the retirement of the base oil refining assets, including the timely receipt of all necessary court, regulatory, third-party and board approvals; the timely receipt of a private letter ruling from the Internal Revenue Service; the ability of HF Sinclair and the independent Lubricants & Specialties company to successfully implement their respective strategic priorities and whether they will yield the expected benefits; the ability of HF Sinclair and the independent Lubricants & Specialties company to implement capital allocation strategies aligned with maximizing shareholder value; the operating performance of the respective assets of HF Sinclair and the independent Lubricants & Specialties company; 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 HF Sinclair’s 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 HF Sinclair’s operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing at HF Sinclair’s 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 and health and safety laws and regulations, related reporting requirements and pipeline integrity programs; the availability and cost of financing to HF Sinclair; the effectiveness of HF Sinclair’s capital investments and marketing strategies; HF Sinclair’s efficiency in carrying out and consummating construction projects, including HF Sinclair’s ability to complete announced capital projects on time and within capital guidance; HF Sinclair’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of HF Sinclair to acquire complementary assets or businesses to HF Sinclair’s existing assets and businesses on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies of any such transaction on the expected timeline; the possibility of vandalism or other disruptive activity, or terrorist or cyberattacks and the consequences of any such activities or attacks; uncertainty regarding the effects and duration of global hostilities, war or any associated military campaigns, including those in oil producing regions, such as the ongoing military conflict in the Middle East, which may disrupt crude oil supplies and markets for HF Sinclair’s refined products and create instability in the financial markets that could restrict HF Sinclair’s 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 HF Sinclair’s ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; and other business, financial, operational and legal risks. Additional information on risks and uncertainties that could affect HF Sinclair’s business prospects and performance is provided in the reports filed with the SEC. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing 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.
HF Sinclair Corporation
Craig Biery, 214-954-6510
Vice President, Investor Relations
or
Trey Schonter, 214-954-6510
Director, Investor Relations
EX-99.3
EX-99.3
Filename: dinoex993investpresent07.htm · Sequence: 4
dinoex993investpresent07
HF Sinclair Investor Presentation July 2026
2 Disclaimer Statements made during the course of this presentation that are not historical facts are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “aim,” “proposed,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding HF Sinclair Corporation’s ("HF Sinclair") plans and objectives for future operations. Although HF Sinclair believes that the expectations reflected in these forward-looking statements are reasonable, HF Sinclair cannot assure you that its expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to: the realization of the anticipated benefits of the separation transaction and the retirement of the base oil refining assets; the terms, timing and completion of the separation transaction and the retirement of the base oil refining assets, including the timely receipt of all necessary court, regulatory, third-party and board approvals; the timely receipt of a private letter ruling from the Internal Revenue Service; the ability of HF Sinclair and the independent Lubricants & Specialties company to successfully implement their respective strategic priorities and whether they will yield the expected benefits; the ability of HF Sinclair and the independent Lubricants & Specialties company to implement capital allocation strategies aligned with maximizing shareholder value; the operating performance of the respective assets of HF Sinclair and the independent Lubricants & Specialties company; 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 HF Sinclair’s 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 HF Sinclair’s operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing at HF Sinclair’s 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 and health and safety laws and regulations, related reporting requirements and pipeline integrity programs; the availability and cost of financing to HF Sinclair; the effectiveness of HF Sinclair’s capital investments and marketing strategies; HF Sinclair’s efficiency in carrying out and consummating construction projects, including HF Sinclair’s ability to complete announced capital projects on time and within capital guidance; HF Sinclair’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of HF Sinclair to acquire complementary assets or businesses to HF Sinclair’s existing assets and businesses on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies of any such transaction on the expected timeline; the possibility of vandalism or other disruptive activity, or terrorist or cyberattacks and the consequences of any such activities or attacks; uncertainty regarding the effects and duration of global hostilities, war or any associated military campaigns, including those in oil producing regions, such as the ongoing military conflict in the Middle East, which may disrupt crude oil supplies and markets for HF Sinclair’s refined products and create instability in the financial markets that could restrict HF Sinclair’s 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 HF Sinclair’s ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; and other business, financial, operational and legal risks. Additional information on risks and uncertainties that could affect HF Sinclair’s business prospects and performance is provided in the reports filed with the SEC. All forward-looking statements included in this presentation are expressly qualified in their entirety by the foregoing cautionary statements. The forward- looking statements speak only as of the date made and, other than as required by law, HF Sinclair undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
3 Structure Separation via the capital markets to create two independent public companies in a manner that is tax-efficient for HF Sinclair and its shareholders Timing Targeted completion in H2 2027 Mississauga Retirement of base oil refining assets in Mississauga, while maintaining strong presence in the region through R&D, blending and packaging Approval Subject to final Board approval and satisfaction of other customary conditions Leadership Lubricants & Specialties: Matthew Joyce – President and CEO HF Sinclair Pursuing Separation of Lubricants & Specialties and Announcing Retirement of Canada Refining Assets Creating Independent Lubricants & Specialties Industry Leader
4 Investment Thesis Integrated downstream company maximizing free cash flow through strong regional refining, midstream, marketing and renewable assets Specialty lubricants and ingredients business delivering resilient cash flows unburdened by refining volatility and capital intensity Business Model Integrated downstream value chain Branded, technology-driven business with technical service, OEM relationships, and specialty distribution channels providing solutions globally Strategy Optimize and integrate refining, midstream, marketing and renewables platforms Drive organic growth and consolidate a highly fragmented global lubricants and specialties market Financial Profile Investment Grade balance sheet with resilient cash flow profile Capital-light, stable free cash flow Cyclicality Decrease in cyclicality driven by growth in stable-margin midstream and marketing segments Reduced earnings volatility supported by diversified end markets and distinct customer value propositions Capital Priorities Cash returns + disciplined reinvestment Reinvest for growth through organic expansion and disciplined M&A Transaction Rationale Two Independent Companies Positioned to Deliver Sustainable Long-Term Value to Shareholders RemainCo / HF Sinclair NewCo / Lubricants & Specialties
5 RemainCo – HF Sinclair: A Resilient, Cash- Generative Downstream Leader Integrated Refining, Midstream, Marketing and Renewables Built for Through-Cycle Free Cash Flow Investment Highlights Capital Return Policy Focused on 50% Target Payout Ratio Share Buybacks Pay Regular Quarterly Dividend Opportunistic M&A Diversified refining footprint with product mix skewed toward high-value gasoline and distillates Accelerating growth through new stores and joint venture partnerships ‘Go-West’ pipeline initiative designed to address supply and demand imbalances in PADD 4 / 5 Integrated pipeline and terminal assets supporting refining operations Leverage renewable diesel production generating positive returns
6 NewCo – Lubricants & Specialties A Capital-Light Global Lubricants & Specialties Leader Investment Highlights Key Brands Differentiated portfolio with industry-leading technology and formulation expertise Customer-centric service model driving retention and long-term relationships Trusted global brands and extensive channels to market support premium positioning and value- added solutions Capital-light model benefiting from scalable, high-margin products and diverse blue-chip customer mix 2025A Sales Volume by End Market 44% 9% 9% 8% 5% 24% Industrial Manufacturing Consumer Transportion Natural Resources Blenders & ILMAs 1 1 Independent Lubricant Manufacturers Association.
7 Higher-quality earnings — finished & specialty products anchor the business A Transformed, Higher-Quality Lubricants & Specialties Business Repositioning Around Margin, Brands and Customer Value — Building a More Resilient and Rateable Free Cash Flow Business From (Refiner Approach) To (Specialties Approach) Volume-Driven Margin-Driven Utilization-Focused Customer & Value Focused Commoditized Base Oil Exposure Differentiated Finished & Specialty Mix Refiner Operating Model Specialty-Led Operating Model Margin discipline — enhanced margin accountability Reduced volatility — materially lower dependency on cyclical base oil cracks
8 Group I & Specialties Group II Group III Leading Global Manufacturer A Leading Global Manufacturer B Retirement of Mississauga Base Oil Refinery A Deliberate Shift to a Capital-Light Supply Model – Enhancing Free Cash Flow and Supply Flexibility Business Model Evolution Best-in-Class Long Term Base Oil Suppliers Overall Margin Improvement Sourcing base oils competitively expected to enhance the L&S margin profile Significant Capex & NWC Reduction Exiting owned base oil production expected to materially lower capital intensity Will Materially Reduce Volatility Removes direct exposure to cyclical base oil cracks and refinery operating risk RemainCo Uninterrupted Base Oil Supply L&S will continue to offer a full suite of Groups I, II, and III base oils – with the flexibility to expand coverage over time
9 Path Forward Timing ▪ Separation of Lubricants & Specialties anticipated in H2 2027 Closing Conditions ▪ Filing and effectiveness of applicable filings with SEC (including registration statements) ▪ Receipt of a private letter ruling and tax opinion regarding the intended tax-free treatment for HF Sinclair and its shareholders ▪ Regulatory and other customary approvals ▪ Satisfactory completion of financing ▪ Final Board of Directors’ approval Capital Structure ▪ HF Sinclair RemainCo will continue to prioritize Investment Grade Rating ▪ Lubricants & Specialties balance sheet to be poised for growth ▪ Flexibility to meet capital deployment priorities / shareholder return targets Next Steps ▪ Continue delivering on our commitments to our customers, shareholders, and employees ▪ Key additional details shared when appropriate for each entity along the way
10 Key Contacts Q2 2026 Earnings Release & Conference Call ▪ Earnings call to be held July 28th at 8:30 a.m. Eastern time. The webcast may be accessed at: https://events.q4inc.com/attendee/654044265 Investor Relations Website ▪ For the latest presentations, press releases, earnings materials, and separation updates, please visit the investor relations section of hfsinclair.com Ticker: NYSE: DINO Investor Relations Contacts Additional Information Craig Biery Vice President, Investor Relations Trey Schonter Director, Investor Relations Phone: 214-954-6510
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07001.jpg · Sequence: 9
Binary file (49486 bytes)
Download dinoex993investpresent07001.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07002.jpg · Sequence: 10
Binary file (338526 bytes)
Download dinoex993investpresent07002.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07003.jpg · Sequence: 11
Binary file (114349 bytes)
Download dinoex993investpresent07003.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07004.jpg · Sequence: 12
Binary file (141954 bytes)
Download dinoex993investpresent07004.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07005.jpg · Sequence: 13
Binary file (139210 bytes)
Download dinoex993investpresent07005.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07006.jpg · Sequence: 14
Binary file (123944 bytes)
Download dinoex993investpresent07006.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07007.jpg · Sequence: 15
Binary file (120997 bytes)
Download dinoex993investpresent07007.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07008.jpg · Sequence: 16
Binary file (128146 bytes)
Download dinoex993investpresent07008.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07009.jpg · Sequence: 17
Binary file (90571 bytes)
Download dinoex993investpresent07009.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07010.jpg · Sequence: 18
Binary file (80715 bytes)
Download dinoex993investpresent07010.jpg
GRAPHIC
GRAPHIC
Filename: dinoex993investpresent07011.jpg · Sequence: 19
Binary file (30025 bytes)
Download dinoex993investpresent07011.jpg
GRAPHIC
GRAPHIC
Filename: hf_sinclairxlogoxcmyk1.jpg · Sequence: 20
Binary file (22573 bytes)
Download hf_sinclairxlogoxcmyk1.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 22
v3.26.1
Cover Page
Jul. 28, 2026
Document Information [Line Items]
Document Type
8-K
Document Period End Date
Jul. 28, 2026
Entity Registrant Name
HF SINCLAIR CORPORATION
Entity Incorporation, State or Country Code
DE
Entity File Number
001-41325
Entity Tax Identification Number
87-2092143
Entity Address, Address Line One
2323 Victory Avenue
Entity Address, Address Line Two
Suite 1400
Entity Address, City or Town
Dallas
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
75219
City Area Code
214
Local Phone Number
871-3555
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
false
Entity Central Index Key
0001915657
Amendment Flag
false
New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security
Common Stock $0.01 par value
Trading Symbol
DINO
Security Exchange Name
NYSE
NYSE Texas, Inc.
Document Information [Line Items]
Security Exchange Name
CHX
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
No definition available.
+ Details
Name:
dei_DocumentInformationLineItems
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
dei_EntityListingsExchangeAxis=exch_XNYS
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
dei_EntityListingsExchangeAxis=exch_XCHI
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: