Form 8-K

8-K — HF Sinclair Corp

Accession: 0001193125-26-297981

Filed: 2026-07-08

Period: 2026-07-08

CIK: 0001915657

SIC: 4610 (PIPE LINES (NO NATURAL GAS))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d125995d8k.htm (Primary)

EX-99.1 (d125995dex991.htm)

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8-K

8-K (Primary)

Filename: d125995d8k.htm · Sequence: 1

8-K

HF Sinclair Corp false 0001915657 0001915657 2026-07-08 2026-07-08

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 8, 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

Indicate by check

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of HF Sinclair Corporation (the “Corporation”) appointed Steven Ledbetter to the position of President and Chief Operating Officer of the Corporation and Valerie Pompa to the position of President, Growth, Technology and Transformation of the Corporation. Mr. Ledbetter previously served as Executive Vice President, Commercial, and Ms. Pompa previously served as Executive Vice President, Operations. Concurrently with Mr. Ledbetter’s appointment, Mr. Franklin Myers ceased to serve as President and will remain and continue to serve as the Corporation’s Chief Executive Officer.

Steven Ledbetter, 51 has served as Executive Vice President, Commercial of the Corporation since March 2023. Prior to joining the Corporation, Mr. Ledbetter served as Director, President and Chief Executive Officer of Shell Midstream Partners GP LLC, the general partner of Shell Midstream Partners, L.P., from March 2021 to March 2023, where he was responsible for the vision, strategy and execution of the Shell Midstream business. Prior to then, he served as Vice President, Commercial of Shell Midstream from April 2018 to March 2021, where he was responsible for business development, joint ventures, oil movements and portfolio activity. Prior to then, Mr. Ledbetter served as the President and Chief Executive Officer of Jiffy Lube International from October 2013 to February 2018, a wholly owned subsidiary of Shell, where he was responsible for the vision, strategy, growth and profitability of the Jiffy Lube brand and network. He first joined Shell in 1999 and held various roles of increasing responsibility in the areas of finance, commercial deal structuring, operations management, strategy and business transformation during his 24 years at Shell.

Valerie Pompa, 58, has served as Executive Vice President, Operations of the Corporation since March 2023. Prior to then, she served as Senior Vice President, Refining Operations of a subsidiary of the Corporation from October 2020 to April 2023. Prior to joining the Corporation, Ms. Pompa provided customized leadership and business consulting services to clients in many industries, including energy, as the owner and CEO of VAP Business Solutions Limited from April 2018 to October 2020. Ms. Pompa also served as Chief Operating Officer of ATS Industrial, from April 2018 to October 2020. Prior to then, she held several leadership roles in the areas of process engineering, production planning and optimization, reliability, production management and innovation during her 17 years with Flint Hills Resources, LP, including having served as Vice President and Manufacturing Manager of the Corpus Christi Refinery from October 2012 to March 2017 and Vice President, Innovation and Technology from February 2017 to March 2018.

In connection with Mr. Ledbetter’s appointment, the Compensation Committee of the Board (the “Compensation Committee”) approved the following changes to Mr. Ledbetter’s 2026 compensation, effective as of the Effective Date: (a) an increase in his 2026 base salary from $590,000 to $750,000; and (b) an increase in his 2026 annual incentive cash compensation target award from 75% of his base salary earnings (with a maximum limit of 150% of base salary earnings) to 100% of his base salary earnings (with a maximum limit of 200% of base salary earnings). For the 2026 performance period, the increased target and maximum award opportunity will apply to the portion of the performance period commencing on the Effective Date and ending on the last day of the performance period. Mr. Ledbetter is subject to the Corporation’s Severance Pay Plan, has previously entered into the Corporation’s disclosed form of Change in Control Agreement and Indemnification Agreement, and will continue to be eligible to participate in all health, welfare and retirement plans generally available to all employees, including the Corporation’s nonqualified deferred compensation plan.

In connection with Ms. Pompa’s appointment, the Compensation Committee approved the following changes to Ms. Pompa’s 2026 compensation, effective as of the Effective Date: (a) an increase in her 2026 base salary from $650,000 to $700,000; and (b) an increase in her 2026 annual incentive cash compensation target award from 80% of her base salary earnings (with a maximum limit of 160% of base salary earnings) to 90% of her base salary earnings (with a maximum limit of 180% of base salary earnings). For the 2026 performance period, the increased target and maximum award opportunity will apply to the portion of the performance period commencing on the Effective Date and ending on the last day of the performance period. Ms. Pompa is subject to the Corporation’s Severance Pay Plan, has previously entered into the Corporation’s disclosed form of Change in Control Agreement and Indemnification Agreement, and will continue to be eligible to participate in all health, welfare and retirement plans generally available to all employees, including the Corporation’s nonqualified deferred compensation plan.

There are no arrangements or understandings between either Mr. Ledbetter or Ms. Pompa and any other person pursuant to which Mr. Ledbetter and Ms. Pompa were named President and Chief Operating Officer and President, Growth, Technology and Transformation, respectively. Neither Mr. Ledbetter nor Ms. Pompa have any family relationship with any director or executive officer of the Corporation, or any person nominated or chosen by the Corporation to become a director or executive officer. There are no transactions in which either Mr. Ledbetter or Ms. Pompa has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01.

Regulation FD Disclosure.

On July 8, 2026, the Corporation issued a press release announcing the appointment of Mr. Ledbetter and Ms. Pompa. A copy of the Corporation’s press release is attached hereto at Exhibit 99.1 and incorporated in this Item 7.01 in its entirety.

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, dated July 8, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL).

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/ Eric Nitcher

Name:

Eric Nitcher

Title:

Executive Vice President, General Counsel

Date: July 8, 2026

EX-99.1

Filename: d125995dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

HF Sinclair Provides Leadership Update

Steven Ledbetter Appointed President and Chief Operating Officer

Valerie Pompa Appointed President, Growth, Technology and Transformation

DALLAS – July 8, 2026 – HF Sinclair Corporation (NYSE and NYSE Texas, Inc.: DINO) (“HF Sinclair” or the

“Company”) announced the following leadership updates:

•

Steven Ledbetter, previously Executive Vice President, Commercial, has been appointed President and Chief

Operating Officer.

•

Valerie Pompa, previously Executive Vice President, Operations, has been appointed President, Growth, Technology

and Transformation.

HF Sinclair’s Chief Executive Officer, Franklin Myers, commented, “These appointments are an important

step forward as we position HF Sinclair for long-term success. Steve’s commercial and operational experience from his long tenure in the energy industry along with his deep knowledge of our integrated value chain will be invaluable as we

sharpen execution and drive continued value creation. In this new capacity, Steve will be responsible for overseeing the Company’s operations and commercial organizations while advancing our strategic priorities, including improving safety and

reliability, enhancing cost efficiency and unlocking value across our integrated platform.”

Mr. Myers continued, “Valerie is a highly

respected leader who has consistently demonstrated strong operational judgment and driven improvements in our turnarounds and project execution capabilities. In her new role, she will lead our enterprise-wide growth and transformation priorities,

including overseeing our technology strategy and deployment.”

Matthew Joyce will continue in his role as Senior Vice President,

Lubricants & Specialties and report directly to Mr. Myers as the Lubricants & Specialties segment is a distinct, strategic segment with its own growth priorities and market dynamics.

Franklin Myers will continue to serve as Chief Executive Officer on a temporary basis, supporting continuity and alignment as we move forward.

About Steven Ledbetter

Steven Ledbetter has served as

Executive Vice President, Commercial of the Company since March 2023. Prior to joining the Company, Mr. Ledbetter served as Director, President and Chief Executive Officer of Shell Midstream Partners GP LLC, the general partner of Shell

Midstream Partners, L.P., from March 2021 to March 2023, where he oversaw the vision, strategy and execution of the Shell Midstream business. From April 2018 to March 2021, he served as Vice President, Commercial of Shell Midstream, leading business

development, joint ventures, oil movements and portfolio activity. He served as President and Chief Executive Officer of Jiffy Lube International from October 2013 to February 2018, with responsibility for the vision, strategy, growth and

profitability of the Jiffy Lube brand and network. Mr. Ledbetter joined Shell in 1999 and held roles of increasing responsibility across finance, commercial deal structuring, operations, strategy and business transformation over his 24-year tenure.

Mr. Ledbetter holds a B.B.A. in Finance and Financial Management Services from Texas A&M

University.

About Valerie Pompa

Valerie Pompa has served as Executive Vice President, Operations of the Company since March 2023. Prior to then, she served as Senior Vice President, Refining

Operations of a subsidiary of the Company from October 2020 to April 2023. Prior to joining the Company, she served as owner and Chief Executive Officer of VAP Business Solutions Limited, providing leadership and business consulting services across

industries, including energy. Earlier in her career, Ms. Pompa served as Chief Operating Officer of ATS Industrial and held leadership roles at Flint Hills Resources, LP, spanning process engineering, operations and production optimization

during her 17-year tenure.

Ms. Pompa holds a B.S. in Chemical Engineering from Trine University.

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 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 1,750 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, subsidiaries of HF Sinclair

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 Securities and Exchange Commission (the “SEC”). All statements concerning HF Sinclair’s expectations for future results are based on forecasts for HF Sinclair’s existing operations and do not

include the potential impact of any future transactions. 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 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 HF Sinclair’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 business, financial,

operational and legal risks provided in the reports filed by HF Sinclair 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, 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.

HF Sinclair Corporation

Craig Biery, 214-954-6510

Vice President, Investor Relations

Trey Schonter, 214-954-6510

Director, Investor Relations

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