[10-Q] HF Sinclair Corp Quarterly Earnings Report

Rhea-AI Filing Summary

HF Sinclair reported stronger results for the quarter ended September 30, 2025. Sales and other revenues were $7,251 million versus $7,207 million a year ago. Net income attributable to stockholders was $403 million, compared with a loss of $76 million last year, driven by a swing to $564 million of income from operations from a prior $(121) million loss. Diluted EPS was $2.15 versus $(0.40).

Cost discipline and lower operating expenses aided margins, while lower of cost or market inventory adjustments were $66 million (down from $202 million). Year-to-date operating cash flow was $1,307 million. Cash and cash equivalents rose to $1,451 million from $800 million at December 31, 2024. Long-term debt increased to $2,768 million reflecting new unsecured notes, partially offset by tender redemptions.

The company entered a new $2.0 billion revolving credit facility maturing in April 2030 with no borrowings outstanding and $128 million of letters of credit. It issued $1.4 billion of notes in January 2025 (5.750% due 2031; 6.250% due 2035) and $500 million in August 2025 (5.500% due 2032), using proceeds to repurchase $847 million aggregate principal of 2026–2027 notes and to repay borrowings. Quarterly dividends were $0.50 per share; treasury stock purchases totaled $211 million year-to-date.

Insights

Credit and capital structure analyst

Refi extends maturities; Q3 profit rebound supports liquidity.

HF Sinclair posted quarterly net income of $403M on revenue of $7,251M, reversing last year’s loss. Operating income reached $564M as operating costs eased and inventory valuation charges fell versus 2024. Year-to-date operating cash flow of $1,307M underpins liquidity alongside cash of $1,451M at Sep 30, 2025.

On capital structure, the company issued $1.4B of notes in Jan 2025 (5.750% due 2031; 6.250% due 2035) and $500M in Aug 2025 (5.500% due 2032), and executed cash tender offers retiring an aggregate $847M of 2026–2027 notes. A new $2.0B revolver maturing Apr 2030 had no borrowings and $128M of LCs outstanding.

Key dependencies include crack spreads, inventory pricing (LCM reserve was $386M at Sep 30, 2025), and environmental credit obligations measured at $73M fair value. Subsequent filings may detail further note redemptions or capital allocation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

FORM 10-Q

_________________________________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from    __________   to   ____________         

Commission File Number 001-41325

_________________________________________________________________

HF SINCLAIR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware						87-2092143
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
2323 Victory Avenue Suite 1400
Dallas, Texas						75219
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (214) 871-3555

_________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $0.01 par value

DINO

New York Stock Exchange

NYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒

183,948,233 shares of Common Stock, par value $0.01 per share, were outstanding on October 24, 2025.

TABLE OF CONTENTS

			Page
Forward-Looking Statements			3
Definitions			5
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			6
Consolidated Balance Sheets (Unaudited)			6
Consolidated Statements of Operations (Unaudited)			7
Consolidated Statements of Comprehensive Income (Unaudited)			8
Consolidated Statements of Cash Flows (Unaudited)			9
Consolidated Statements of Equity (Unaudited)			10
Notes to Consolidated Financial Statements (Unaudited):			12
Note 1: Description of Business and Basis of Presentation			12
Note 2: Cushing Connect Joint Venture			13
Note 3: Revenues			14
Note 4: Other Income (Expense), Net			15
Note 5: Fair Value Measurements			16
Note 6: Earnings (Loss) Per Share			17
Note 7: Stock-Based Compensation			18
Note 8: Inventories			18
Note 9: Accrued Liabilities and Other Long-Term Liabilities			19
Note 10: Income Taxes			20
Note 11: Debt			20
Note 12: Derivative Instruments and Hedging Activities			24
Note 13: Stockholders’ Equity			26
Note 14: Other Comprehensive Income (Loss)			27
Note 15: Commitments and Contingencies			29
Note 16: Segment Information			30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			34
Overview			34
Results of Operations			36
Liquidity and Capital Resources			46
Critical Accounting Estimates			50
Risk Management			51
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles			53
Item 3. Quantitative and Qualitative Disclosures About Market Risk			57
Item 4. Controls and Procedures			58
PART II - OTHER INFORMATION
Item 1. Legal Proceedings			59
Item 1A. Risk Factors			60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			62
Item 5. Other Information			62
Item 6. Exhibits			63
Signatures			64

2

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FORWARD-LOOKING STATEMENTS

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

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

•the demand for and supply of feedstocks, crude oil and refined products, including uncertainty regarding the increasing societal expectations that companies address climate impacts and greenhouse gas emissions;

•risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in our markets;

•the spread between market prices for refined products and market prices for crude oil;

•the possibility of constraints on the transportation of crude oil, refined products or lubricant and specialty products;

•the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to reductions in demand, accidents, unexpected leaks or spills, unscheduled shutdowns, infection in the workforce, weather events, global health events, civil unrest, expropriation of assets, and other economic, diplomatic, legislative, or political events or developments, terrorism, cyberattacks, vandalism or other catastrophes or disruptions affecting our operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing at our suppliers, customers, or third-party providers, and any potential asset impairments resulting from, or the failure to have adequate insurance coverage for or receive insurance recoveries from, such actions;

•the effects of current and/or future governmental and environmental regulations and policies, including compliance with, or exemptions from, existing, new and changing environmental, health and safety laws and regulations, related reporting requirements and pipeline integrity programs;

•the availability and cost of our financing;

•the effectiveness of our capital investments and marketing strategies;

•our efficiency in carrying out and consummating construction projects, including our ability to complete announced capital projects on time and within capital guidance;

•our ability to timely obtain or maintain permits, including those necessary for operations or capital projects;

•our ability to acquire complementary assets or businesses to our existing assets and businesses on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies of any such transaction on the expected timeline;

•the possibility of vandalism or other disruptive activity, or terrorist or cyberattacks, and the consequences of any such activities or attacks;

•uncertainty regarding the effects and duration of global hostilities, including shipping disruptions in the Red Sea, ongoing conflicts in the Middle East, the Russia-Ukraine war and any associated military campaigns which may disrupt crude oil supplies and markets for our refined products and create instability in the financial markets that could restrict our ability to raise capital;

3

Table of Contents

•general economic conditions, including uncertainties regarding trade policies, such as the imposition or implementation of tariffs, or economic slowdowns caused by a local or national recession or other adverse economic conditions, such as periods of increased or prolonged inflation;

•limitations on our ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; and

•other business, financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Quarterly Report on Form 10-Q, including without limitation the forward-looking statements that are referred to above. You should not put any undue reliance on any forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth under the heading “Risk Factors” included in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024, in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 and in conjunction with the discussion in this Quarterly Report on Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Overview,” “Results of Operations” and “Liquidity and Capital Resources.” All forward-looking statements included in this Quarterly Report on Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

4

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DEFINITIONS

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

“Adjusted refinery gross margin per produced barrel sold” is total Refining segment gross margin plus Lower of cost or market inventory valuation adjustments, Depreciation and amortization and Operating expenses, divided by sales volumes of produced refined products. This margin measure 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.

“Base oil” is a lubricant grade oil initially produced from refining crude oil or through chemical synthesis that is used in producing lubricant products such as lubricating greases, motor oil and metal processing fluids.

“BPD” means the number of barrels per calendar day of crude oil or petroleum products.

“BPSD” means the number of barrels per stream day (barrels of capacity in a 24 hour period) of crude oil or petroleum products.

“Crack spread” is a common measure in the industry and is the difference between market prices for refined products and crude oil.

“LCFS” means Low Carbon Fuel Standard.

“LPG” means liquid petroleum gases.

“Lubricant” or “lube” means a solvent neutral paraffinic product used in commercial heavy duty engine oils, passenger car oils and specialty products for industrial applications such as heat transfer, metalworking, rubber and other general process oil.

“Renewable diesel” means a diesel fuel derived from renewable feedstock such as vegetable oil or animal fats that is produced through various processes, most commonly through hydrotreating, reacting the feedstock with hydrogen under temperatures and pressure in the presence of a catalyst.

“RINs” means renewable identification numbers and refers to serial numbers assigned to credits generated from renewable fuel production under the Environmental Protection Agency’s Renewable Fuel Standard regulations, which require blending renewable fuels into the nation’s fuel supply. In lieu of blending, refiners may purchase these transferable credits in order to comply with the regulations.

“Sour crude oil” means crude oil containing quantities of sulfur greater than 0.4 percent by weight, while “sweet crude oil” means crude oil containing quantities of sulfur equal to or less than 0.4 percent by weight.

“Wax crude oil” is a low sulfur, low gravity crude oil produced in the Uinta Basin in Eastern Utah that has certain characteristics that require specific facilities to transport, store and refine into transportation fuels.

“White oil” is an extremely pure, highly-refined petroleum product that has a wide variety of applications ranging from pharmaceutical to cosmetic products.

“WTI” means West Texas Intermediate and is a grade of crude oil used as a common benchmark in oil pricing. WTI is a sweet crude oil and has a relatively low density.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HF SINCLAIR CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

						September 30, 2025						December 31, 2024
						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents						$	1,451					$	800
Accounts receivable, net: Product and transportation						1,220						1,074
Crude oil resales						111						177
						1,331						1,251
Inventories: Crude oil and refined products (Note 8)						2,488						2,495
Materials, supplies and other						295						303
						2,783						2,798
Income taxes receivable						17						70
Prepayments and other						62						95
Total current assets						5,644						5,014
Properties, plants and equipment, at cost						11,253						10,931
Less: accumulated depreciation						(4,741)						(4,373)
						6,512						6,558
Operating lease right-of-use assets						361						355
Other assets: Turnaround costs						840						777
Goodwill						2,978						2,977
Intangibles and other						929						962
						4,747						4,716
Total assets						$	17,264					$	16,643
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable						$	2,210					$	2,236
Income taxes payable						12						3
Operating lease liabilities						86						77
Current debt (Note 11)						—						350
Accrued liabilities (Note 9)						642						377
Total current liabilities						2,950						3,043
Long-term debt, net (Note 11)						2,768						2,288
Noncurrent operating lease liabilities						301						301
Deferred income taxes						1,285						1,224
Other long-term liabilities (Note 9)						465						441
Total liabilities						7,769						7,297
Commitments and Contingencies (Note 15)
Equity:
HF Sinclair stockholders’ equity:
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued						—						—
Common stock, $0.01 par value – 320,000,000 shares authorized; 223,231,546 shares issued as of September 30, 2025 and December 31, 2024, respectively						2						2
Additional capital						6,018						5,998
Retained earnings						5,493						5,170
Accumulated other comprehensive loss (Note 14)						(27)						(47)
Common stock held in treasury, at cost – 39,284,989 and 34,826,009 shares as of September 30, 2025 and December 31, 2024, respectively						(2,056)						(1,845)
Total HF Sinclair stockholders’ equity						9,430						9,278
Noncontrolling interest						65						68
Total equity						9,495						9,346
Total liabilities and equity						$	17,264					$	16,643

See accompanying notes.

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HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in millions except share and per share data)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Sales and other revenues (Note 3)						$	7,251					$	7,207					$	20,405					$	22,080
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)						5,692						6,158						16,608						18,835
Lower of cost or market inventory valuation adjustments (Note 8)						66						202						97						(20)
Operating expenses						590						630						1,758						1,828
						6,348						6,990						18,463						20,643
Selling, general and administrative expenses (1)						105						118						323						327
Depreciation and amortization						230						210						681						613
Other operating expenses, net						4						10						18						10
Total operating costs and expenses						6,687						7,328						19,485						21,593
Income (loss) from operations						564						(121)						920						487
Other income (expense):
Earnings of equity method investments						6						8						27						24
Interest income						11						18						27						59
Interest expense						(51)						(40)						(153)						(127)
Other income (expense), net (Note 4)						(2)						4						(48)						5
						(36)						(10)						(147)						(39)
Income (loss) before income taxes						528						(131)						773						448
Income tax expense (benefit) (Note 10):
Current						74						8						106						106
Deferred						49						(65)						54						(54)
						123						(57)						160						52
Net income (loss)						405						(74)						613						396
Less: net income attributable to noncontrolling interest						2						2						6						5
Net income (loss) attributable to HF Sinclair stockholders						$	403					$	(76)					$	607					$	391
Earnings (loss) per share attributable to HF Sinclair stockholders:
Basic						$	2.15					$	(0.40)					$	3.21					$	2.01
Diluted						$	2.15					$	(0.40)					$	3.21					$	2.01
Average number of common shares outstanding (in thousands):
Basic						186,499						189,840						187,688						193,341
Diluted						186,499						189,840						187,688						193,341

(1)Exclusive of Depreciation and amortization.

(2)Exclusive of Lower of cost or market inventory valuation adjustments.

See accompanying notes.

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HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in millions)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Net income (loss)						$	405					$	(74)					$	613					$	396
Other comprehensive income (loss):
Foreign currency translation adjustments						(9)						10						27						(7)
Hedging instruments:
Change in fair value of cash flow hedging instruments						1						—						1						(5)
Reclassifications to net income on settlement of cash flow hedging instruments						—						1						—						5
Net unrealized gain on hedging instruments						1						1						1						—
Pension and other post-retirement benefit obligations:
Pension plans loss reclassified to net income						—						1						—						1
Post-retirement healthcare plans gain reclassified to net income						(1)						(1)						(3)						(3)
Net change in pension and other post-retirement benefit obligations						(1)						—						(3)						(2)
Other comprehensive income (loss) before income taxes						(9)						11						25						(9)
Income tax expense (benefit)						(2)						2						5						(2)
Other comprehensive income (loss)						(7)						9						20						(7)
Total comprehensive income (loss)						398						(65)						633						389
Less: noncontrolling interest in comprehensive income						2						2						6						5
Comprehensive income (loss) attributable to HF Sinclair stockholders						$	396					$	(67)					$	627					$	384

See accompanying notes.

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HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

						Nine Months Ended September 30,
						2025						2024
Cash flows from operating activities:
Net income						$	613					$	396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						681						613
Asset impairments						1						10
Lower of cost or market inventory valuation adjustments						97						(20)
Earnings of equity method investments, net of distributions						(6)						(7)
Loss on early extinguishment of debt						24						—
Gain on sale of assets						(1)						(2)
Loss on sale of equity method investment						40						—
Deferred income tax expense (benefit)						54						(54)
Equity-based compensation expense						20						15
Change in fair value – derivative instruments						41						(10)
(Increase) decrease in current assets:
Accounts receivable						(73)						395
Inventories						(65)						248
Income taxes receivable						53						9
Prepayments and other						18						23
Increase (decrease) in current liabilities:
Accounts payable						(16)						(184)
Income taxes payable						9						11
Accrued liabilities						157						43
Turnaround expenditures						(315)						(259)
Other, net						(25)						23
Net cash provided by operating activities						1,307						1,250
Cash flows from investing activities:
Additions to properties, plants and equipment						(318)						(297)
Proceeds from sale of assets						5						2
Other, net						(28)						—
Net cash used for investing activities						(341)						(295)
Cash flows from financing activities:
Repayments under credit agreements						(350)						(106)
Proceeds from issuance of senior notes						1,890						—
Redemption of senior notes						(1,416)						—
Purchase of treasury stock, inclusive of excise tax						(216)						(668)
Dividends						(284)						(291)
Distributions to noncontrolling interests						(9)						(6)
Proceeds from commercial financing arrangements						103						—
Payments on finance leases						(12)						(8)
Deferred financing costs						(25)						—
Other, net						(4)						—
Net cash used for financing activities						(323)						(1,079)
Effect of exchange rate on cash flow						8						(1)
Cash and cash equivalents:
Net change for the period						651						(125)
Cash and cash equivalents at beginning of period						800						1,354
Cash and cash equivalents at end of period						$	1,451					$	1,229
Supplemental disclosure of cash flow information:
Cash received (paid) during the period for:
Interest						$	(127)					$	(105)
Income taxes, net						$	5					$	(86)
Decrease in accrued and unpaid capital expenditures						$	—					$	(10)

See accompanying notes.

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HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, in millions except share and per share data)

			Three Months Ended September 30, 2025
			Common Stock												Additional Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock												Non-controlling Interest						Total Equity
			Shares (1)						Amount																								Shares (1)						Amount
Balance at June 30, 2025			223,231						$	2					$	6,011					$	5,184					$	(20)					36,151						$	(1,895)					$	66					$	9,348
Net income			—						—						—						403						—						—						—						2						405
Dividends ($0.50 declared per common share)			—						—						—						(94)						—						—						—						—						(94)
Other comprehensive loss, net of tax			—						—						—						—						(7)						—						—						—						(7)
Equity-based compensation			—						—						7						—						—						—						—						—						7
Purchase of treasury stock, inclusive of excise tax			—						—						—						—						—						3,134						(161)						—						(161)
Distributions to noncontrolling interest holders			—						—						—						—						—						—						—						(3)						(3)
Balance at September 30, 2025			223,231						$	2					$	6,018					$	5,493					$	(27)					39,285						$	(2,056)					$	65					$	9,495

			Three Months Ended September 30, 2024
			Common Stock												Additional Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock												Non-controlling Interest						Total Equity
			Shares (1)						Amount																								Shares (1)						Amount
Balance at June 30, 2024			223,231						$	2					$	5,997					$	5,650					$	(28)					32,416						$	(1,732)					$	68					$	9,957
Net income (loss)			—						—						—						(76)						—						—						—						2						(74)
Dividends ($0.50 declared per common share)			—						—						—						(95)						—						—						—						—						(95)
Other comprehensive income, net of tax			—						—						—						—						9						—						—						—						9
Issuance of common shares under incentive compensation plans			—						—						—						—						—						(2)						—						—						—
Equity-based compensation			—						—						4						—						—						—						—						—						4
Purchase of treasury stock, inclusive of excise tax			—						—						—						—						—						2,666						(128)						—						(128)
Distributions to noncontrolling interest holders			—						—						—						—						—						—						—						(3)						(3)
Balance at September 30, 2024			223,231						$	2					$	6,001					$	5,479					$	(19)					35,080						$	(1,860)					$	67					$	9,670

(1)In thousands.

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HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, in millions except share and per share data)

			Nine Months Ended September 30, 2025
			Common Stock												Additional Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock												Non-controlling Interest						Total Equity
			Shares (1)						Amount																								Shares (1)						Amount
Balance at December 31, 2024			223,231						$	2					$	5,998					$	5,170					$	(47)					34,826						$	(1,845)					$	68					$	9,346
Net income			—						—						—						607						—						—						—						6						613
Dividends ($1.50 declared per common share)			—						—						—						(284)						—						—						—						—						(284)
Other comprehensive income, net of tax			—						—						—						—						20						—						—						—						20
Issuance of common shares under incentive compensation plans			—						—						—						—						—						(7)						—						—						—
Equity-based compensation			—						—						20						—						—						—						—						—						20
Purchase of treasury stock, inclusive of excise tax			—						—						—						—						—						4,466						(211)						—						(211)
Distributions to noncontrolling interest holders			—						—						—						—						—						—						—						(9)						(9)
Balance at September 30, 2025			223,231						$	2					$	6,018					$	5,493					$	(27)					39,285						$	(2,056)					$	65					$	9,495

			Nine Months Ended September 30, 2024
			Common Stock												Additional Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock												Non-controlling Interest						Total Equity
			Shares (1)						Amount																								Shares (1)						Amount
Balance at December 31, 2023			223,231						$	2					$	5,994					$	5,379					$	(12)					23,236						$	(1,194)					$	68					$	10,237
Net income			—						—						—						391						—						—						—						5						396
Dividends ($1.50 declared per common share)			—						—						—						(291)						—						—						—						—						(291)
Other comprehensive loss, net of tax			—						—						—						—						(7)						—						—						—						(7)
Issuance of common shares under incentive compensation plans			—						—						(8)						—						—						(161)						8						—						—
Equity-based compensation			—						—						15						—						—						—						—						—						15
Purchase of treasury stock, inclusive of excise tax			—						—						—						—						—						12,005						(674)						—						(674)
Distributions to noncontrolling interest holders			—						—						—						—						—						—						—						(6)						(6)
Balance at September 30, 2024			223,231						$	2					$	6,001					$	5,479					$	(19)					35,080						$	(1,860)					$	67					$	9,670

(1)In thousands.

See accompanying notes.

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HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1:Description of Business and Basis of Presentation

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

We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. We provide petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. We market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and we supply high-quality fuels to more than 1,700 branded stations and license the use of the Sinclair brand to more than 300 additional locations throughout the country. We produce renewable diesel at two of our facilities in Wyoming and our facility in New Mexico. In addition, our subsidiaries produce and market base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries.

Basis of Presentation: The interim consolidated financial statements are unaudited. In management’s opinion, these consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our consolidated financial position as of September 30, 2025, the consolidated statements of operations, comprehensive income, and equity for the three and nine months ended September 30, 2025 and 2024, and the consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). We believe that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on February 20, 2025.

Accounting Pronouncements - Not Yet Adopted

In December 2023, Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures” was issued. ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The adoption will not affect our financial position or our results of operations, but will result in additional disclosures in our Annual Report on Form 10-K for the year ended December 31, 2025.

In November 2024, ASU 2024-03, “Disaggregation of Income Statement Expenses” was issued. ASU 2024-03 requires companies to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The adoption will not affect our financial position or our results of operations, but will result in additional disclosures.

In July 2025, ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets” was issued offering a new optional practical expedient related to the estimation of future expected credit losses on accounts receivable. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. We are currently assessing the impact of this guidance on the consolidated financial statements.

In September 2025, ASU 2025-06, “Internal-Use Software” was issued amending guidance related to the accounting for internal-use software development costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact of this guidance on the consolidated financial statements.

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HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2:Cushing Connect Joint Venture

We, through our wholly owned subsidiary HEP Cushing LLC (“HEP Cushing”), own a 50% interest in Cushing Connect Pipeline & Terminal LLC (“Cushing Connect”), a joint venture with Plains Marketing, L.P., a wholly owned subsidiary of Plains All American Pipeline, L.P. (“Plains”). Cushing Connect consists of (i) a 160,000 barrel per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that connects the Cushing, Oklahoma crude oil hub to our Tulsa refineries, and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “Cushing Connect Terminal”).

Cushing Connect entered into a contract with an affiliate of Holly Energy Partners, L.P. (“HEP”), a subsidiary of HF Sinclair, to manage the operation of the Cushing Connect Pipeline and with an affiliate of Plains to manage the operation of the Cushing Connect Terminal. The total investment in Cushing Connect was generally shared proportionately among the partners.

Cushing Connect and its two subsidiaries (the “Cushing Connect Entities”) are variable interest entities (“VIEs”) as defined under generally accepted accounting principles in the United States (“GAAP”). The Cushing Connect Entities are VIEs because they were deemed to not have sufficient equity at risk to finance their activities without additional financial support. We are the primary beneficiary of two of these entities as HEP constructed and operates the Cushing Connect Pipeline, and we have the ability to direct the activities that most significantly impact the financial performance of Cushing Connect and the Cushing Connect Pipeline. Therefore, we consolidate Cushing Connect and the related Cushing Connect Pipeline subsidiary. We are not the primary beneficiary of the Cushing Connect Terminal, which we account for using the equity method of accounting. Our maximum exposure to loss as a result of our involvement with Cushing Connect Terminal is not expected to be material due to the long-term terminalling agreements in place to support operations.

With the exception of the assets of HEP Cushing, creditors of the Cushing Connect Entities have no recourse to our assets. Any recourse to HEP Cushing would be limited to the extent of HEP Cushing’s assets, which other than its investment in Cushing Connect, are not significant. Furthermore, our creditors have no recourse to the assets of the Cushing Connect Entities. The most significant assets of Cushing Connect and the Cushing Connect Pipeline that are available to settle only their obligations, along with their most significant liabilities for which their creditors do not have recourse to our general credit, were:

						September 30, 2025						December 31, 2024
						(In millions)
Cash and cash equivalents						$	2					$	5
Properties, plants and equipment, at cost						103						103
Less: accumulated depreciation						(14)						(12)
						89						91
Intangibles and other						28						30

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HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3:Revenues

Substantially all revenue-generating activities relate to sales of refined products and excess crude oil inventories that are sold at market prices (variable consideration) under contracts with customers. Additionally, we have revenues attributable to our logistics services provided under petroleum product and crude oil pipeline transportation, processing, storage and terminalling agreements with third parties.

Disaggregated revenues were as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions)
Revenues by type: (1)
Refined product revenues:
Transportation fuels (2)						$	5,667					$	5,585					$	15,972					$	17,242
Lubricants and specialty products (3)						596						610						1,776						1,868
Asphalt, fuel oil and other products (4)						401						540						1,113						1,592
Total refined product revenues						6,664						6,735						18,861						20,702
Excess crude oil revenues (5)						394						360						1,122						1,064
Transportation and logistics services						29						28						87						78
Other revenues (6)						164						84						335						236
Total sales and other revenues						$	7,251					$	7,207					$	20,405					$	22,080

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions)
Refined product revenues by market: (1)
United States:
Mid-Continent						$	2,440					$	2,451					$	6,786					$	7,536
Rocky Mountains						1,468						1,600						4,065						4,558
Northwest						1,312						1,126						3,753						3,676
Southwest						913						1,019						2,686						3,277
Northeast						204						209						636						641
Canada						260						267						728						811
Europe, Asia and Latin America						67						63						207						203
Total refined product revenues						$	6,664					$	6,735					$	18,861					$	20,702

(1)Prior period amounts have been reclassified to conform with the current period presentation, where applicable.

(2)Transportation fuels revenues are attributable to our: (i) Refining segment wholesale gasoline, diesel and jet fuel, (ii) Marketing segment branded gasoline and diesel fuel, and (iii) Renewables segment renewable diesel fuel.

(3)Lubricant and specialty products consist of base oil, waxes, finished lubricants and other specialty fluids.

(4)Asphalt, fuel oil and other products revenue are attributable to the Refining and Lubricants & Specialties segments.

(5)Excess crude oil revenues represent sales of purchased crude oil inventory that at times exceeds the supply needs of our refineries.

(6)Other revenues are principally attributable to our Refining, Marketing and Lubricants & Specialties segments.

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HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of September 30, 2025, we have long-term contracts with customers that specify minimum volumes of gasoline, diesel and lubricants and specialty products to be sold ratably at market prices through 2035. Future prices are subject to market fluctuations and therefore, we have elected the exemption to exclude variable consideration under these contracts. Aggregate minimum volumes expected to be sold (future performance obligations) under our long-term product sales contracts with customers are as follows:

Contractual Minimum						Remainder of 2025						2026						2027						Thereafter						Total
						(In millions)
Refined product sales volumes (barrels)						10						32						24						27						93

Additionally, we have long-term contracts with third-party customers that specify minimum volumes of product to be transported through our pipelines and terminals that result in fixed-minimum annual revenues through 2033. Annual minimum revenues attributable to our third-party contracts as of September 30, 2025 are presented below:

Contractual Minimum						Remainder of 2025						2026						2027						Thereafter						Total
						(In millions)
Midstream operations revenues						$	5					$	22					$	22					$	66					$	115

NOTE 4:Other Income (Expense), Net

Other income (expense), net consists of the following:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions)
Loss on sale of equity method investment (1)						$	—					$	—					$	(40)					$	—
Loss on early extinguishment of debt						(8)						—						(24)						—
Gain on foreign currency transactions						1						2						3						1
Gain on sale of assets and other						5						2						13						4
Other income (expense), net						$	(2)					$	4					$	(48)					$	5

(1)During the nine months ended September 30, 2025, we assigned our 50% ownership interest in Cheyenne Pipeline, LLC to our joint venture partner in exchange for the cancellation of certain future commitments.

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(Unaudited)

NOTE 5:Fair Value Measurements

Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability, including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows:

Level 1:						Quoted prices in active markets for identical assets or liabilities.
Level 2:						Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.
Level 3:						Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.

The carrying amounts of derivative instruments and environmental credit obligations at September 30, 2025 and December 31, 2024 were as follows:

												Fair Value by Input Level
						Carrying Amount						Level 1						Level 2						Level 3
						(In millions)
September 30, 2025
Assets:
Commodity price swaps						$	2					$	—					$	—					$	2
Commodity forward contracts						1						—						1						—
Foreign currency forward contracts						3						—						3						—
Total assets						$	6					$	—					$	4					$	2
Liabilities:
Commodity price swaps						$	1					$	—					$	1					$	—
Commodity forward contracts						1						—						1						—
Foreign currency forward contracts						4						—						4						—
Environmental credit obligations						73						—						73						—
Total liabilities						$	79					$	—					$	79					$	—

												Fair Value by Input Level
						Carrying Amount						Level 1						Level 2						Level 3
						(In millions)
December 31, 2024
Assets:
Commodity forward contracts						$	1					$	—					$	1					$	—
Foreign currency forward contracts						18						—						18						—
Total assets						$	19					$	—					$	19					$	—
Liabilities:
NYMEX futures contracts						$	1					$	1					$	—					$	—
Commodity forward contracts						1						—						1						—
Environmental credit obligations						10						—						10						—
Total liabilities						$	12					$	1					$	11					$	—

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(Unaudited)

Level 1 Fair Value Measurements

Our futures contracts based on New York Mercantile Exchange (“NYMEX”) pricing are measured and recorded at fair value using quoted market prices, a Level 1 input.

Level 2 Fair Value Measurements

Derivative instruments consisting of foreign currency forward contracts, commodity price swaps and forward sales and purchase contracts are measured and recorded at fair value using Level 2 inputs. The fair value of the commodity price swap contracts is based on the net present value of expected future cash flows related to both variable and fixed rate legs of the respective swap agreements. The measurements are computed using market-based observable inputs and quoted forward commodity prices with respect to our commodity price swaps. The fair value of the forward sales and purchase contracts is computed using quoted forward commodity prices. The fair value of foreign currency forward contracts is derived using market quotes for similar type instruments, a Level 2 input. Environmental credit obligations are valued based on quoted prices from an independent pricing service.

Level 3 Fair Value Measurements

We have commodity price swap contracts that relate to forecasted sales of unleaded gasoline for which quoted forward market prices are not readily available. When forward market prices are not available, we estimate fair value using the forward price of a similar commodity, adjusted for the difference in quality or location. The forward rate used to value these price swaps is adjusted for regional pricing and grade differentials, a Level 3 input.

Changes in the fair value of our Level 3 assets and liabilities (all related to derivative instruments) for the three and nine months ended September 30, 2025 were nominal and we held no such positions for the three and nine months ended September 30, 2024. A hypothetical change of 10% to the estimated future cash flows attributable to our Level 3 commodity price swaps would result in a nominal fair value change.

NOTE 6:Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated as Net income (loss) attributable to HF Sinclair stockholders, adjusted for participating securities’ share in earnings divided by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share includes the incremental shares resulting from certain share-based awards.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions, except share and per share data)
Net income (loss) attributable to HF Sinclair stockholders						$	403					$	(76)					$	607					$	391
Less: participating securities’ share in earnings (1)						3						1						5						2
Net income (loss) attributable to common shares						$	400					$	(77)					$	602					$	389
Average number of common shares outstanding (in thousands):
Basic						186,499						189,840						187,688						193,341
Diluted						186,499						189,840						187,688						193,341
Basic earnings (loss) per share						$	2.15					$	(0.40)					$	3.21					$	2.01
Diluted earnings (loss) per share						$	2.15					$	(0.40)					$	3.21					$	2.01

(1)Unvested restricted stock unit awards and unvested performance share units that settle in HF Sinclair common stock represent participating securities because they participate in nonforfeitable dividends or distributions with the common stockholders of HF Sinclair. Participating earnings represent the distributed and undistributed earnings of HF Sinclair attributable to the participating securities. Unvested restricted stock unit awards and performance share units do not participate in undistributed net losses as they are not contractually obligated to do so.

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(Unaudited)

NOTE 7:Stock-Based Compensation

We have a principal share-based compensation plan, the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (as amended, the “2020 Plan”). The 2020 Plan provides for the grant of unrestricted and restricted stock, restricted stock units, other stock-based awards, stock options, performance awards, substitute awards, cash awards and stock appreciation rights. Subject to adjustment for certain events, an aggregate of 6,368,930 of these awards may be issued pursuant to awards granted under the 2020 Plan. The restricted stock unit awards generally vest over a period of one to three years. Upon vesting, restrictions on the restricted stock units lapse at which time they convert to common shares or cash. The performance share units generally vest at the end of a three-year period and are payable in stock or cash upon meeting certain financial and performance criteria. The number of shares ultimately issued or cash paid for the performance share units can range from zero to 200% of target award amounts. The holders of unvested restricted stock units and performance share units have the right to receive dividends. We also have a stock compensation deferral plan that allows non-employee directors to defer settlement of vested stock granted under our share-based compensation plan.

The 2020 Plan compensation costs were $7 million and $5 million for the three months ended September 30, 2025 and 2024, respectively, and $22 million and $16 million for the nine months ended September 30, 2025 and 2024, respectively.

A summary of restricted stock units and performance share units activity during the nine months ended September 30, 2025 is presented below:

						Restricted Stock Units						Performance Share Units
Outstanding at January 1, 2025						951,690						622,427
Granted (1)						2,394						2,394
Vested						(7,714)						—
Forfeited						(32,468)						—
Outstanding at September 30, 2025						913,902						624,821
(1) Weighted average grant date fair value per unit.						$	27.86					$	38.79

NOTE 8:Inventories

Inventories consist of the following components:

						September 30, 2025						December 31, 2024
						(In millions)
Crude oil						$	791					$	799
Other raw materials and unfinished products (1)						662						656
Finished products (2)						1,421						1,329
Lower of cost or market reserve						(386)						(289)
Crude oil and refined products						2,488						2,495
Process chemicals (3)						46						43
Repair and maintenance supplies and other (4)						249						260
Materials, supplies and other						295						303
Total inventories						$	2,783					$	2,798

(1)Other raw materials and unfinished products include feedstocks and blendstocks, other than crude.

(2)Finished products include gasolines, jet fuels, diesels, renewable diesels, lubricants, asphalts, LPG’s and residual fuels.

(3)Process chemicals include additives and other chemicals.

(4)Includes environmental credits.

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(Unaudited)

Our Refining and Renewables segment inventories are valued at the lower of last-in, first-out cost or market based on market conditions at that time. The following table is a summary of the lower of cost or market reserve activity:

Lower of Cost or Market Reserve Activity Summary:						Refining						Renewables						Total
						(In millions)
Balance at December 31, 2024						$	189					$	100					$	289
Lower of cost or market inventory valuation adjustments						102						(5)						97
Balance at September 30, 2025						$	291					$	95					$	386

NOTE 9:Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities consist of the following:

						September 30, 2025						December 31, 2024
						(In millions)
Wage and other employee-related liabilities						$	148					$	85
Commercial financing arrangements						103						—
Environmental credit obligations						88						17
Precious metal financing						52						32
Accrued taxes other than income						45						28
Accrued interest expense						35						38
Environmental liabilities (1)						22						27
Right-of-use financing lease liabilities						13						11
Derivatives						5						2
Other						131						137
Total accrued liabilities						$	642					$	377

Other long-term liabilities consist of the following:

						September 30, 2025						December 31, 2024
						(In millions)
Environmental liabilities (1)						$	163					$	163
Right-of-use financing lease liabilities						73						71
Asset retirement obligations						70						66
Other						159						141
Total other long-term liabilities						$	465					$	441

(1)Environmental liability accruals include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities, which are subject to change when the results of ongoing investigations become known, are considered probable and can be reasonably estimated. Environmental remediation expenses were $2 million and $3 million for the three months ended September 30, 2025 and 2024, respectively, and $4 million and $6 million for the nine months ended September 30, 2025 and 2024, respectively.

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(Unaudited)

NOTE 10:Income Taxes

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions)
Income (loss) before income taxes						$	528					$	(131)					$	773					$	448
Income tax expense (benefit)						$	123					$	(57)					$	160					$	52
Effective income tax rate (1)						23.3		%				43.6		%				20.7		%				11.6		%

(1)    Due to rounding of reported numbers, some amounts may not calculate exactly.

For the three months ended September 30, 2025, the effective tax rate was higher than the statutory rate of 21%, primarily due to the relationship between pre-tax results and the effects of state and local income tax. For the nine months ended September 30, 2025, the effective tax rate was lower than the statutory rate of 21% primarily due to the relationship between pre-tax results and permanent differences and a discrete benefit associated with the revaluation of deferred tax liabilities from state tax law changes enacted in the second quarter of 2025.

For the three months ended September 30, 2024, the effective tax rate was higher than the statutory rate of 21% primarily due to the benefit of non-taxable permanent differences relative to the pre-tax loss for the quarter. For the nine months ended September 30, 2024, the effective tax rate was lower than the statutory rate of 21% primarily due to the relationship between pre-tax results and non-taxable permanent differences.

On July 4, 2025, the President signed the One Big Beautiful Bill Act (“OBBBA”) into law. Among other things, OBBBA extends the Producer’s Tax Credit under Section 45Z through the end of 2029, indefinitely extends the first-year depreciation allowance on qualified property placed in service after January 19, 2025, and extends and enhances many of the provisions enacted under the 2017 Tax Cuts and Jobs Act. The enactment of OBBBA will not have a material impact on our results of operations but will affect our financial position by resulting in a reduction of cash taxes paid.

NOTE 11:Debt

Credit Agreements

On April 3, 2025, we terminated our $1.65 billion senior unsecured revolving credit facility maturing in April 2026 (the “Terminated HF Sinclair Credit Agreement”) and the $1.2 billion senior secured revolving credit facility maturing in July 2025 of our wholly owned subsidiary HEP (the “Terminated HEP Credit Agreement”). Contemporaneously, we entered into a new $2.0 billion senior unsecured revolving credit facility maturing in April 2030 (the “HF Sinclair Credit Agreement”), which contains an extension feature that allows us to extend the term of the commitment from time to time in increments of up to one year subject to the terms and conditions set forth in the HF Sinclair Credit Agreement. The HF Sinclair Credit Agreement includes an accordion feature that allows us to increase such commitments to an aggregate principal amount of up to $2.75 billion. In addition, HF Sinclair was released from its obligations under the Parent Guaranty Agreement, dated as of December 1, 2023, as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (the “Guaranty”), and the Guaranty was terminated. We did not pay any prepayment penalties in connection with the termination of the Terminated HF Sinclair Credit Agreement or the Terminated HEP Credit Agreement. We recognized an early extinguishment loss of $1 million, inclusive of unamortized debt issuance costs.

Indebtedness under the HF Sinclair Credit Agreement bears interest, at our option, at either (a) the greater of (i) the prime rate (as publicly announced from time to time by the administrative agent), (ii) a base rate equal to the highest of the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for a one-month interest period plus 1%, as applicable, plus an applicable margin (ranging from 0.125% to 1.000%), or (b) at a rate equal to the Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for the applicable interest period plus an applicable margin (ranging from 1.125% to 2.000%). The applicable margin is based on HF Sinclair’s debt rating assigned by Standard & Poor’s Rating Services, Fitch Ratings, Ltd. and Moody’s Investors Service, Inc.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At September 30, 2025, we were in compliance with all covenants and had no outstanding borrowings under the HF Sinclair Credit Agreement. At September 30, 2025, we had letters of credit outstanding under the HF Sinclair Credit Agreement in the amount of $128 million, which represented commitments and guarantees entered into in the normal course of business. The letters of credit were undrawn as of September 30, 2025.

Senior Notes Offerings, Tender Offers and Redemptions

On January 23, 2025, HF Sinclair issued an aggregate principal amount of $1.4 billion of senior notes consisting of $650 million aggregate principal amount of 5.750% Senior Notes due 2031 (the “HF Sinclair 5.750% Senior Notes”) and $750 million aggregate principal amount of 6.250% Senior Notes due 2035 (the “HF Sinclair 6.250% Senior Notes” and together with the HF Sinclair 5.750% Senior Notes, the “January HFS Notes”) for net proceeds of approximately $1.38 billion, after deducting the underwriters’ discount and commissions and offering expenses. The January HFS Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

We used a portion of the funds to complete the early settlement of cash tender offers for $646 million in aggregate principal amount as follows:

						Maturity Date						Aggregate Principal Amount Accepted						Purchase Price Including Premium						Interest Paid
												(In millions)
HF Sinclair Senior Notes:
5.875% Senior Notes						April 2026						$	448					$	452					$	9
6.375% Senior Notes						April 2027						150						153						3
												598						605						12
HollyFrontier Senior Notes:
5.875% Senior Notes						April 2026						48						49						1
Total												$	646					$	654					$	13

Additionally, we used net proceeds from the January HFS Notes offering to repay and redeem the following aggregate principal amounts outstanding:

•$350 million under the Terminated HEP Credit Agreement due 2025,

•$195 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

•$155 million of our wholly owned subsidiary, HollyFrontier Corporation’s (“HollyFrontier”) 5.875% Senior Notes due 2026.

On August 18, 2025, HF Sinclair issued an aggregate principal amount of $500 million of 5.500% Senior Notes due 2032 (the “HF Sinclair 5.500% Senior Notes”) for net proceeds of approximately $491 million, after deducting the underwriters’ discount and commissions and offering expenses. The HF Sinclair 5.500% Senior Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

We used a portion of the funds from the HF Sinclair 5.500% Senior Notes to complete the early settlement of a cash tender offer for $201 million in aggregate principal amount as follows:

						Maturity Date						Aggregate Principal Amount Accepted						Purchase Price Including Premium						Interest Paid
												(In millions)
HF Sinclair Senior Notes:
5.875% Senior Notes						April 2026						$	37					$	37					$	1
6.375% Senior Notes						April 2027						164						166						4
Total												$	201					$	203					$	5

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(Unaudited)

Additionally, we used net proceeds from the HF Sinclair 5.500% Senior Notes offering to repay and redeem the remaining balance outstanding of the following aggregate principal amounts:

•$117 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

•$86 million of HF Sinclair’s and HEP’s 6.375% Senior Notes due 2027.

We recognized an early extinguishment loss of $8 million and $23 million, inclusive of unamortized discount and debt issuance costs, as a result of the tender offers and redemptions for the three and nine months ended September 30, 2025, respectively.

Senior Notes

Our unsecured senior notes and unsubordinated obligations rank equally with all future unsecured and unsubordinated indebtedness.

We may, from time to time, seek to retire some or all of our outstanding debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, may be material and will depend on prevailing market conditions, our liquidity requirements and other factors.

HF Sinclair Financing Arrangements

Certain of our wholly owned subsidiaries entered into financing arrangements whereby such subsidiaries sold a portion of their precious metals catalyst to a financial institution in exchange for cash and then financed the use of the precious metals catalyst for a term not to exceed one year. The volume of the precious metals catalyst and the interest rate are fixed over the term of each agreement, and the payments are recorded as Interest expense. Upon maturity of the financing arrangement, we must either satisfy the obligation at fair market value or refinance to extend the maturity, which is considered an embedded derivative as discussed in Note 12. These financing arrangements are recorded at a Level 2 fair value totaling $51 million and $31 million at September 30, 2025 and December 31, 2024, respectively, and are included in Accrued liabilities on our consolidated balance sheets. See Note 5 for additional information on Level 2 inputs.

Certain of our wholly owned subsidiaries may, from time to time, enter into buy/sell arrangements in which an inventory repurchase obligation is recognized. As of September 30, 2025, we had $103 million recorded in inventory repurchase obligations related to these commercial financing arrangements, which is included in Accrued liabilities.

We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities, which are unrelated to the HF Sinclair Credit Agreement. At September 30, 2025, we had letters of credit totaling a nominal amount under such credit facilities.

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(Unaudited)

The principal and carrying amounts of Long-term debt are as follows:

												Carrying Amount (1)
						Maturity Date						September 30, 2025						December 31, 2024
												(In millions)
HF Sinclair Senior Notes:
5.875% Senior Notes						April 2026						$	—					$	797
6.375% Senior Notes						April 2027						—						400
5.000% Senior Notes						February 2028						499						499
4.500% Senior Notes						October 2030						325						325
5.750% Senior Notes						January 2031						650						—
5.500% Senior Notes						September 2032						500						—
6.250% Senior Notes						January 2035						750						—
												2,724						2,021
HollyFrontier Senior Notes:
5.875% Senior Notes						April 2026						—						203
4.500% Senior Notes						October 2030						75						75
												75						278
HEP Senior Notes:
6.375% Senior Notes						April 2027						—						—
5.000% Senior Notes						February 2028						1						1
												1						1
Total Senior Notes												2,800						2,300
Terminated HEP Credit Agreement						July 2025						—						350
Terminated HF Sinclair Credit Agreement						April 2026						—						—
HF Sinclair Credit Agreement						April 2030						—						—
Total Credit Agreements												—						350
Total debt at face value												2,800						2,650
Unamortized discount and debt issuance costs												(32)						(12)
Total debt												2,768						2,638
Current debt												—						(350)
Long-term debt												$	2,768					$	2,288

(1)As of September 30, 2025 and December 31, 2024, the carrying amounts of our Senior Notes equaled the principal amounts.

The fair values of the senior notes are as follows:

						September 30, 2025						December 31, 2024
						(In millions)
HF Sinclair, HollyFrontier and HEP Senior Notes						$	2,861					$	2,284

These fair values are based on a Level 2 input. See Note 5 for additional information on Level 2 inputs.

We capitalized interest attributable to construction projects of $1 million for each of the three months ended September 30, 2025 and 2024, and $2 million and $3 million for the nine months ended September 30, 2025 and 2024, respectively.

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(Unaudited)

NOTE 12:Derivative Instruments and Hedging Activities

Commodity Price Risk Management

Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in the price of crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative contracts in the form of commodity price swaps, collar contracts, forward contracts and futures contracts to mitigate price exposure with respect to our inventory positions, natural gas purchases, sales prices of refined products and crude oil costs.

Foreign Currency Risk Management

We are exposed to market risk related to the volatility in foreign currency exchange rates. We periodically enter into derivative contracts in the form of foreign exchange forward contracts to mitigate the exposure associated with fluctuations on intercompany notes with our foreign subsidiaries that are not denominated in the U.S. dollar.

Accounting Hedges

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

We recorded $1 million of net unrealized gain in other comprehensive income for each of the three months ended September 30, 2025 and 2024, and the nine months ended September 30, 2025. No amounts were recognized for the nine months ended September 30, 2024. We reclassified $1 million and $5 million of realized gain from accumulated other comprehensive income into earnings during the three and nine months ended September 30, 2024, respectively. No amounts were reclassified from accumulated other comprehensive income into earnings during each of the three and nine months ended September 30, 2025.

Economic Hedges

We periodically enter into commodity contracts, including certain futures contracts based on NYMEX pricing, to lock in prices on forecasted inventory purchases and sales. We periodically enter into basis swap contracts to mitigate exposure to natural gas price volatility. We periodically enter into forward purchase and sale contracts to lock in basis spread differentials on forecasted crude oil purchases and refined products sales, and forward purchase or sale price of crude oil and refined products. We periodically use collar contracts to mitigate exposure to natural gas price volatility; these contracts serve as economic hedges (derivatives used for risk management but not designated as accounting hedges). We also have forward currency contracts to fix the rate of foreign currency. In addition, our precious metals catalyst financing arrangements discussed in Note 11 could require repayment under certain conditions based on the future pricing of platinum, which is an embedded derivative. These contracts are measured at fair value with offsetting adjustments (gains/losses) recorded directly to earnings.

The following table presents the pre-tax effect on income due to maturities and fair value adjustments of our economic hedges:

Gain (Loss) Recognized in Earnings						Statements of Operations Classification						Three Months Ended September 30,												Nine Months Ended September 30,
												2025						2024						2025						2024
												(In millions)
Derivatives not designated as hedging instruments:
Commodity contracts						Cost of materials and other						$	(1)					$	15					$	10					$	(4)
						Operating expenses						—						(1)						—						(3)
						Interest expense						(8)						1						(23)						—
Foreign currency contracts						Other income (expense), net						9						(4)						(9)						9
						Total						$	—					$	11					$	(22)					$	2

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(Unaudited)

As of September 30, 2025, we have the following notional amounts related to outstanding derivative instruments:

												Notional Contract Volumes by Year of Maturity
						Total Outstanding Notional						2025						2026																		Unit of Measure
Derivatives designated as cash flow hedging instruments:
WTI crude oil price swaps - long						400,000						400,000						—																		Barrels
Sub-octane gasoline price swaps - short						400,000						400,000						—																		Barrels
Derivatives not designated as cash flow hedging instruments:
NYMEX futures (WTI) - short						500,000						500,000						—																		Barrels
Forward gasoline and diesel contracts - long						129,200						129,200						—																		Barrels
Forward crude oil contracts - long						180,000						—						180,000																		Barrels
Foreign currency forward contracts						522,000,000						140,705,100						381,294,900																		Canadian dollar
Forward commodity contracts (platinum)						31,733						4,592						27,141																		Troy ounces

The following tables present the fair value and the locations of our outstanding derivative instruments in the consolidated balance sheets. These amounts are presented on a gross basis with offsetting balances that reconcile to a net asset or liability position in our consolidated balance sheets. We present on a net basis to reflect the net settlement of these positions in accordance with provisions of our master netting arrangements.

						Derivatives in Net Asset Position																		Derivatives in Net Liability Position
						Gross Assets						Gross Liabilities Offset in Balance Sheet						Net Assets Recognized in Balance Sheet						Gross Liabilities						Gross Assets Offset in Balance Sheet						Net Liabilities Recognized in Balance Sheet
												(In millions)
September 30, 2025
Derivatives designated as cash flow hedging instruments:
WTI crude oil price swaps - long						$	—					$	—					$	—					$	1					$	—					$	1
Sub-octane gasoline price swaps - short						2						—						2						—						—						—
						$	2					$	—					$	2					$	1					$	—					$	1
Derivatives not designated as cash flow hedging instruments:
Commodity forward contracts - long						$	1					$	—					$	1					$	1					$	—					$	1
Foreign currency forward contracts						3						—						3						4						—						4
						$	4					$	—					$	4					$	5					$	—					$	5
Total net balance																		$	6																	$	6
Balance sheet classification:						Prepayments and other												$	6					Accrued liabilities												$	6

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(Unaudited)

						Derivatives in Net Asset Position																		Derivatives in Net Liability Position
						Gross Assets						Gross Liabilities Offset in Balance Sheet						Net Assets Recognized in Balance Sheet						Gross Liabilities						Gross Assets Offset in Balance Sheet						Net Liabilities Recognized in Balance Sheet
												(In millions)
December 31, 2024
Derivatives not designated as cash flow hedging instruments:
NYMEX futures contracts						$	—					$	—					$	—					$	1					$	—					$	1
Commodity forward contracts - long						1						—						1						1						—						1
Foreign currency forward contracts						18						—						18						—						—						—
						$	19					$	—					$	19					$	2					$	—					$	2
Total net balance																		$	19																	$	2
Balance sheet classification:						Prepayments and other												$	19					Accrued liabilities												$	2

NOTE 13:Stockholders’ Equity

On May 7, 2024, our Board of Directors approved a $1.0 billion share repurchase program (the “May 2024 Share Repurchase Program”), which replaced all existing share repurchase programs. The May 2024 Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. Privately negotiated repurchases from REH Company, LLC (“REH Company” and together with its affiliate REH Advisors Inc., “REH”) are also authorized under the May 2024 Share Repurchase Program, subject to REH’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. In addition, we are authorized by our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The May 2024 Share Repurchase Program may be discontinued at any time by our Board of Directors.

On September 16, 2025, we repurchased 1,948,558 shares of our outstanding common stock from REH in a privately negotiated transaction under the May 2024 Share Repurchase Program and pursuant to the Stock Purchase Agreement, dated September 16, 2025 (the “September 2025 Stock Purchase Agreement”), between us and REH. The price paid under the September 2025 Stock Purchase Agreement was $51.32 per share resulting in an aggregate purchase price of $100 million. The purchase price was funded with cash on hand.

As of September 30, 2025, we had remaining authorization to repurchase up to $589 million under the May 2024 Share Repurchase Program.

The following table presents the total open market and privately negotiated purchases of shares under our share repurchase programs for the three and nine months ended September 30, 2025 and 2024:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions, except share data)
Number of shares repurchased (1)						3,134,076						2,665,000						4,463,801						11,944,177
Cash paid for shares repurchased						$	160					$	126					$	210					$	664

(1)During the three and nine months ended September 30, 2025, 1,948,558 shares were repurchased for $100 million pursuant to privately negotiated purchases from REH. During the nine months ended September 30, 2024, 7,864,761 shares were repurchased for $456 million pursuant to privately negotiated repurchases from REH Company.

During the nine months ended September 30, 2025 and 2024, we withheld 2,444 and 60,116 shares, respectively, of our common stock under the terms of stock-based compensation agreements to provide funds for the payment of payroll and income taxes due at the vesting of share-based awards.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On October 30, 2025, our Board of Directors announced that it declared a regular quarterly dividend in the amount of $0.50 per share, payable on December 5, 2025 to holders of record of common stock on November 19, 2025.

NOTE 14:Other Comprehensive Income (Loss)

The components and allocated tax effects of Other comprehensive income (loss) are as follows:

						Before-Tax						Tax Expense (Benefit)						After-Tax
						(In millions)
Three Months Ended September 30, 2025
Net change in foreign currency translation adjustment						$	(9)					$	(2)					$	(7)
Net unrealized gain on hedging instruments						1						—						1
Net change in pension and other post-retirement benefit obligations						(1)						—						(1)
Other comprehensive loss attributable to HF Sinclair stockholders						$	(9)					$	(2)					$	(7)
Three Months Ended September 30, 2024
Net change in foreign currency translation adjustment						$	10					$	2					$	8
Net unrealized gain on hedging instruments						1						—						1
Other comprehensive income attributable to HF Sinclair stockholders						$	11					$	2					$	9

						Before-Tax						Tax Expense (Benefit)						After-Tax
						(In millions)
Nine Months Ended September 30, 2025
Net change in foreign currency translation adjustment						$	27					$	5					$	22
Net unrealized gain on hedging instruments						1						—						1
Net change in pension and other post-retirement benefit obligations						(3)						—						(3)
Other comprehensive income attributable to HF Sinclair stockholders						$	25					$	5					$	20
Nine Months Ended September 30, 2024
Net change in foreign currency translation adjustment						$	(7)					$	(2)					$	(5)
Net change in pension and other post-retirement benefit obligations						(2)						—						(2)
Other comprehensive loss attributable to HF Sinclair stockholders						$	(9)					$	(2)					$	(7)

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HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

						Three Months Ended September 30,
						2025						2024
AOCI Component						Gain (Loss) Reclassified from AOCI												Statements of Operations Line Item
						(In millions)
Hedging instruments:
Commodity price swaps						$	—					$	(1)					Sales and other revenues
						—						(1)						Income tax benefit
						—						—						Net of tax
Other post-retirement benefit obligations:
Pension obligations						—						(1)						Other, net
						—						—						Income tax expense (benefit)
						—						(1)						Net of tax
Post-retirement healthcare obligations						1						1						Other, net
						—						—						Income tax expense (benefit)
						1						1						Net of tax
Total reclassifications for the period						$	1					$	—

						Nine Months Ended September 30,
						2025						2024
AOCI Component						Gain (Loss) Reclassified from AOCI												Statements of Operations Line Item
						(In millions)
Hedging instruments:
Commodity price swaps						$	—					$	(5)					Sales and other revenues
						—						(1)						Income tax benefit
						—						(4)						Net of tax
Other post-retirement benefit obligations:
Pension obligations						—						(1)						Other, net
						—						—						Income tax expense (benefit)
						—						(1)						Net of tax
Post-retirement healthcare obligations						3						3						Other, net
						1						1						Income tax expense
						2						2						Net of tax
Total reclassifications for the period						$	2					$	(3)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accumulated other comprehensive loss in the equity section of our consolidated balance sheets includes:

						September 30, 2025						December 31, 2024
						(In millions)
Foreign currency translation adjustment						$	(35)					$	(57)
Unrealized gain on post-retirement benefit obligations						7						10
Unrealized gain on hedging instruments						1						—
Accumulated other comprehensive loss						$	(27)					$	(47)

NOTE 15:Commitments and Contingencies

We are a party to various litigation and legal proceedings in the ordinary course of business which we believe, based on advice of counsel, will not either individually or in the aggregate have a material adverse effect on our financial condition, results of operations or cash flows.

Renewable Fuel Standard

During 2017 and 2019, the Environmental Protection Agency (“EPA”) granted the Cheyenne, Wyoming refinery (the “Cheyenne Refinery”) and the refinery in Woods Cross, Utah (the “Woods Cross Refinery”) each a one-year small refinery exemption from the Renewable Fuel Standard (“RFS”) program requirements for the 2016 and 2018 compliance years. As a result, the Cheyenne Refinery’s and Woods Cross Refinery’s gasoline and diesel production were not subject to the renewable volume obligation for the respective years. Upon each exemption granted, we increased our inventory of RINs and reduced our Cost of sales. On April 7, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross Refinery and Cheyenne Refinery for the 2018 compliance year. On June 3, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross Refinery and Cheyenne Refinery for the 2016 compliance year and denying small refinery exemption petitions for our Woods Cross Refinery and Cheyenne Refinery for the 2019 and 2020 compliance years.

Certain of our subsidiaries pursued legal challenges to the EPA’s decisions to deny small refinery exemptions for the 2016, 2018, 2019 and 2020 compliance years. The first lawsuit, filed against the EPA on May 6, 2022, before the U.S. Court of Appeals for the DC Circuit (the “DC Circuit”), sought to have the EPA’s reversal of our 2018 small refinery exemption petitions overturned. The second lawsuit, filed against the EPA on August 5, 2022 before the DC Circuit, sought to have the EPA’s reversal of our 2016 small refinery exemption petitions overturned and to have the EPA’s denial of our 2019 and 2020 small refinery exemption petitions reversed.

In addition, for both the 2016 and 2018 compliance years, pursuant to the June 2022 and April 2022 decisions, the EPA established an alternative compliance demonstration for small refineries pursuant to which the EPA is not imposing any obligations for the small refineries whose exemptions were reversed. On June 24, 2022, Growth Energy filed two lawsuits in the DC Circuit against the EPA challenging the alternative compliance demonstration for the 2016 and 2018 compliance years. On July 25, 2022, certain of our subsidiaries intervened on behalf of the EPA to aid the defense of the EPA’s alternative compliance demonstration decision.

On July 26, 2024, the DC Circuit issued a favorable decision vacating the EPA’s denial of all of our small refinery exemption petitions, finding the denial to be unlawful. The DC Circuit remanded the small refinery exemption petitions to the EPA for new determination. The DC Circuit also upheld the alternative compliance demonstration and denied Growth Energy’s challenge.

On August 22, 2025, the EPA granted, in whole or in part, small refinery exemption requests for our Woods Cross Refinery, our Cheyenne Refinery, our refinery in Casper, Wyoming (the “Casper Refinery”), and our refinery in Sinclair, Wyoming (the “Parco Refinery”) for various compliance years from 2019 to 2024. The EPA also denied, in whole or in part, small refinery exemption requests for the Cheyenne Refinery, the Woods Cross Refinery, the Casper Refinery, and the Parco Refinery for various compliance years from 2019 to 2024.

In October 2025, certain of our subsidiaries filed lawsuits in the DC Circuit to overturn the EPA’s August 2025 denials and other actions. These lawsuits remain pending, and we are unable to estimate the costs we may incur, if any, at this time.

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(Unaudited)

Navajo

HF Sinclair Navajo Refining LLC (“HFS Navajo”) was engaged in discussions with, and responded to document requests from the EPA, the United States Department of Justice (the “DOJ”), and the New Mexico Environment Department (“NMED”) regarding HFS Navajo’s compliance with the Clean Air Act (“CAA”) and underlying regulations, and similar New Mexico laws and regulations, at its Artesia and Lovington, New Mexico refineries.

On January 17, 2025, HFS Navajo reached a settlement agreement with the EPA, DOJ, and NMED, and a new consent decree was entered with the U.S. District Court for the District of New Mexico on May 5, 2025 (the “2025 Consent Decree”) resolving alleged CAA and New Mexico Air Quality Control Act violations as well as alleged violations of a 2002 consent decree at the Artesia refinery.

Under the 2025 Consent Decree, HFS Navajo was required to pay the sum of $34 million as a civil penalty to the United States and the State of New Mexico according to the following schedule: (1) $10 million to the United States, and $10 million to the State of New Mexico within 30 days after the effective date of the 2025 Consent Decree; which were paid in May 2025, and (2) $7 million to the United States and $7 million to the State of New Mexico, with interest, by January 31, 2026; which were paid in October 2025. Separately, on January 29, 2025, HFS Navajo paid stipulated penalties in the amount of $1 million, divided equally between the United States and the State of New Mexico, resolving alleged noncompliance under the 2002 Consent Decree. Finally, HFS Navajo must implement injunctive relief and mitigation measures at an estimated cost of $137 million, including capital investments, at the Artesia refinery, certain of which measures have already been implemented as of the date of filing this Quarterly Report on Form 10-Q and the remainder of which must be completed by various deadlines, ending in 2031.

NOTE 16: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 and Rocky Mountains extending into the 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. The Marketing segment also includes branded fuel sales to non-Sinclair branded sites and revenues from other marketing activities. Our branded sites are located in several states across the United States with the highest concentration of the sites located in our West and Mid-Continent regions.

The Lubricants & Specialties segment represents Petro-Canada Lubricants’ production operations, located in Mississauga, Ontario, which includes lubricant products such as base oils, white oils, specialty products and finished lubricants, and the operations of our Petro-Canada Lubricants’ business that includes the marketing of 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 specialty lubricant products produced at our Tulsa refineries that are marketed throughout North America and are 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. Also, the Lubricants & Specialties segment includes Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.

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(Unaudited)

The Midstream segment includes all of the operations of our wholly-owned subsidiary HEP, 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 as well as revenues relating to pipeline transportation, terminalling operations and tankage facilities provided for our refining operations.

Our chief operating decision maker (“CODM”), who is also our Chief Executive Officer, evaluates the performance of our segments using segment Income (loss) from operations. Amounts included in Income (loss) before income taxes in our consolidated statements of operations and excluded from our performance measure, Income (loss) from operations, include Other income (expense), net. Other income (expense), net includes Earnings of equity method investments, Interest income, Interest expense and other items believed to be non-operating and non-recurring in nature. Assets by segment are not a measure used to assess our performance by the CODM and thus are not reported in our disclosures. Intersegment sales are generally derived from transactions made at prevailing market rates.

The accounting policies for our segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2024.

The following is a summary of the financial information of our reportable segments reconciled to the amounts reported in our consolidated financial statements.

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(Unaudited)

						Refining						Renewables						Marketing						Lubricants & Specialties						Midstream						Corporate, Other and Eliminations						Consolidated Total
						(In millions)
Three Months Ended September 30, 2025
Sales and other revenues:
Revenues from external customers						$	5,507					$	163					$	898					$	654					$	29					$	—					$	7,251
Intersegment revenues and other (1)						936						114						—						1						131						(1,182)						—
						6,443						277						898						655						160						(1,182)						7,251
Cost of sales: (2)
Cost of materials and other (3)						5,278						267						860						470						—						(1,183)						5,692
Lower of cost or market inventory valuation adjustments						46						20						—						—						—						—						66
Operating expenses						447						22						—						71						50						—						590
						5,771						309						860						541						50						(1,183)						6,348
Selling, general and administrative expenses (2)						53						1						10						36						1						4						105
Depreciation and amortization						139						22						7						26						18						18						230
Other operating expenses, net						4						—						—						—						—						—						4
Income (loss) from operations						476						(55)						21						52						91						(21)						564
Earnings of equity method investments						—						—						—						—						6						—						6
Interest income						—						—						—						2						1						8						11
Interest expense						—						(1)						—						—						(1)						(49)						(51)
Other income (expense), net						—						—						1						—						1						(4)						(2)
Income (loss) before income taxes						$	476					$	(56)					$	22					$	54					$	98					$	(66)					$	528
Capital expenditures						$	79					$	—					$	17					$	8					$	9					$	8					$	121
Three Months Ended September 30, 2024
Sales and other revenues:
Revenues from external customers						$	5,387					$	160					$	950					$	683					$	27					$	—					$	7,207
Intersegment revenues and other (1)						995						105						—						3						137						(1,240)						—
						6,382						265						950						686						164						(1,240)						7,207
Cost of sales: (2)
Cost of materials and other (3)						5,732						237						918						509						—						(1,238)						6,158
Lower of cost or market inventory valuation adjustments						199						3						—						—						—						—						202
Operating expenses						485						25						—						61						59						—						630
						6,416						265						918						570						59						(1,238)						6,990
Selling, general and administrative expenses (2)						55						2						10						38						3						10						118
Depreciation and amortization						123						21						6						22						18						20						210
Asset impairments						—						—						—						—						10						—						10
Income (loss) from operations						(212)						(23)						16						56						74						(32)						(121)
Earnings of equity method investments						—						—						—						—						7						1						8
Interest income						—						1						—						3						3						11						18
Interest expense						—						(2)						—						—						(8)						(30)						(40)
Other income (expense), net						—						—						—						(2)						(1)						7						4
Income (loss) before income taxes						$	(212)					$	(24)					$	16					$	57					$	75					$	(43)					$	(131)
Capital expenditures						$	71					$	1					$	13					$	11					$	16					$	12					$	124

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

						Refining						Renewables						Marketing						Lubricants & Specialties						Midstream						Corporate, Other and Eliminations						Consolidated Total
						(In millions)
Nine Months Ended September 30, 2025
Sales and other revenues:
Revenues from external customers						$	15,588					$	388					$	2,410					$	1,932					$	87					$	—					$	20,405
Intersegment revenues and other (1)						2,525						337						—						6						386						(3,254)						—
						18,113						725						2,410						1,938						473						(3,254)						20,405
Cost of sales: (2)
Cost of materials and other (3)						15,463						688						2,304						1,409						—						(3,256)						16,608
Lower of cost or market inventory valuation adjustments						102						(5)						—						—						—						—						97
Operating expenses						1,349						67						—						198						141						3						1,758
						16,914						750						2,304						1,607						141						(3,253)						18,463
Selling, general and administrative expenses (2)						159						2						26						115						5						16						323
Depreciation and amortization						410						71						21						70						55						54						681
Other operating expenses, net						18						—						—						—						—						—						18
Income (loss) from operations						612						(98)						59						146						272						(71)						920
Earnings of equity method investments						—						—						—						—						27						—						27
Interest income						—						1						—						4						6						16						27
Interest expense						—						(5)						—						—						(5)						(143)						(153)
Other income (expense), net						—						—						1						2						(40)						(11)						(48)
Income (loss) before income taxes						$	612					$	(102)					$	60					$	152					$	260					$	(209)					$	773
Capital expenditures						$	209					$	2					$	33					$	28					$	30					$	16					$	318
Nine Months Ended September 30, 2024
Sales and other revenues:
Revenues from external customers						$	16,730					$	520					$	2,668					$	2,084					$	78					$	—					$	22,080
Intersegment revenues and other (1)						2,834						233						—						11						399						(3,477)						—
						19,564						753						2,668						2,095						477						(3,477)						22,080
Cost of sales: (2)
Cost of materials and other (3)						17,497						688						2,591						1,533						—						(3,474)						18,835
Lower of cost or market inventory valuation adjustments						(22)						2						—						—						—						—						(20)
Operating expenses						1,407						76						—						189						156						—						1,828
						18,882						766						2,591						1,722						156						(3,474)						20,643
Selling, general and administrative expenses (2)						154						4						24						112						11						22						327
Depreciation and amortization						363						61						19						67						52						51						613
Asset impairments						—						—						—						—						10						—						10
Income (loss) from operations						165						(78)						34						194						248						(76)						487
Earnings of equity method investments						—						—						—						—						22						2						24
Interest income						—						1						—						6						9						43						59
Interest expense						—						(5)						—						(1)						(26)						(95)						(127)
Other income (expense), net						—						—						—						(1)						—						6						5
Income (loss) before income taxes						$	165					$	(82)					$	34					$	198					$	253					$	(120)					$	448
Capital expenditures						$	162					$	7					$	33					$	23					$	35					$	37					$	297

(1)Refining segment intersegment revenues relate to transportation fuels sold to the Marketing segment. Midstream segment 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.

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

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

We use certain non-GAAP financial measures in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). For a detailed description of each of the non-GAAP measures used in this MD&A, please refer to the discussion under Reconciliations to Amounts Reported Under GAAP. This Item 2 should be read in conjunction with our consolidated financial statements and the notes thereto included in this interim report. In addition, this Item 2 should be read in conjunction with our consolidated financial statements and notes within our Annual Report on Form 10-K for the year ended December 31, 2024.

OVERVIEW

We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. We provide petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. We market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and we supply high-quality fuels to more than 1,700 branded stations and license the use of the Sinclair brand to more than 300 additional locations throughout the country. We produce renewable diesel at two of our facilities in Wyoming and our facility in New Mexico. In addition, our subsidiaries produce and market base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries.

Market Developments

For the three months ended September 30, 2025, Net income attributable to HF Sinclair stockholders was $403 million compared to a Net loss attributable to HF Sinclair stockholders of $76 million for the same period last year. For the nine months ended September 30, 2025, Net income attributable to HF Sinclair stockholders was $607 million compared to $391 million for the nine months ended September 30, 2024.

In the Refining segment, we continued to see improved refining margins during the third quarter of 2025 in both the Mid-Continent and West regions. Additionally, our results were impacted by the start of the planned turnaround at our Puget Sound refinery. For the fourth quarter of 2025, we expect to run between 550,000-590,000 barrels per day of crude oil, which reflects the completion of the planned turnaround at our Puget Sound refinery.

In the Renewables segment, we saw lower margins, primarily due to elevated feedstock costs in the third quarter of 2025. Additionally, we recognized incrementally more in value from the Producer’s Tax Credit (“PTC”) in the third quarter of 2025. For the fourth quarter of 2025, we expect to capture incrementally more value from the PTC.

In the Marketing segment, we continued to see strong value in the Sinclair branded sites during the three months ended September 30, 2025 as the marketing business provided a consistent sales channel with margin uplift for our produced fuels. We expect to grow the number of branded sites by approximately 10% annually.

In the Lubricants & Specialties segment, we continued to see solid performance (excluding first-in, first-out (“FIFO”) impacts), driven by sales mix optimization and base oil integration across our portfolio during the three months ended September 30, 2025 and increased sales volumes compared to a quarter ago.

In the Midstream segment, our results benefited from higher pipeline revenues and throughput volumes and lower operating expenses during the three months ended September 30, 2025 compared to a quarter ago.

We continue to adjust our operational plans to evolving market conditions, including our recent announcement regarding the evaluation of a multi-phased expansion of our Midstream footprint. The extent to which our future results are affected by volatile regional and global economic conditions, including ongoing tariff and trade negotiations, will depend on various factors and consequences beyond our control.

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On May 7, 2024, our Board of Directors authorized a $1.0 billion share repurchase program (the “May 2024 Share Repurchase Program”), which replaced all existing share repurchase programs. The timing and amount of share repurchases under the May 2024 Share Repurchase Program, including those from REH Company, LLC (“REH Company” and together with its affiliate REH Advisors Inc., “REH”), will depend on market conditions and corporate, tax, regulatory and other relevant conditions.

On October 30, 2025, our Board of Directors announced that it declared a regular quarterly dividend in the amount of $0.50 per share, payable on December 5, 2025 to holders of record of common stock on November 19, 2025.

One Big Beautiful Bill Act

On July 4, 2025, the President signed the One Big Beautiful Bill Act (“OBBBA”) into law. Among other things, OBBBA extends the Producer’s Tax Credit under Section 45Z through the end of 2029, indefinitely extends the first-year depreciation allowance on qualified property placed in service after January 19, 2025, and extends and enhances many of the provisions enacted under the 2017 Tax Cuts and Jobs Act. The enactment of OBBBA will not have a material impact on our results of operations but will affect our financial position by resulting in a reduction of cash taxes paid.

Renewable Fuel Standard Regulations

Pursuant to the 2007 Energy Independence and Security Act, the Environmental Protection Agency (“EPA”) promulgated the Renewable Fuel Standard (“RFS”) regulations, which increased the volume of renewable fuels mandated to be blended into the nation’s fuel supply. The regulations, in part, require refiners to increase amounts annually of “renewable fuels” to their petroleum products or purchase credits, known as RINs, in lieu of such blending. Compliance with RFS regulations significantly increases our Cost of materials and other, with RINs costs totaling $76 million and $394 million for the three and nine months ended September 30, 2025, respectively, compared to $119 million and $334 million for the three and nine months ended September 30, 2024, respectively. Small refinery RINs waivers granted by the EPA increased pre-tax earnings by $171 million for each of the three and nine months ended September 30, 2025, of which $115 million was recognized in Cost of materials and other and $56 million was recognized in Sales and other revenues. At September 30, 2025, our open RINs credit obligations were $44 million.

A more detailed discussion of our financial and operating results for the three and nine months ended September 30, 2025 and 2024 is presented in the following sections.

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RESULTS OF OPERATIONS

Financial Data

			Three Months Ended September 30,												Change from 2024
			2025						2024						Change						Percent
			(In millions, except share and per share data)
Sales and other revenues			$	7,251					$	7,207					$	44					1		%
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)			5,692						6,158						(466)						(8)		%
Lower of cost or market inventory valuation adjustments			66						202						(136)						(67)		%
Operating expenses			590						630						(40)						(6)		%
			6,348						6,990						(642)						(9)		%
Selling, general and administrative expenses (1)			105						118						(13)						(11)		%
Depreciation and amortization			230						210						20						10		%
Other operating expenses, net			4						10						(6)						(60)		%
Total operating costs and expenses			6,687						7,328						(641)						(9)		%
Income (loss) from operations			564						(121)						685						(566)		%
Other income (expense):
Earnings of equity method investments			6						8						(2)						(25)		%
Interest income			11						18						(7)						(39)		%
Interest expense			(51)						(40)						(11)						28		%
Other income (expense), net			(2)						4						(6)						(150)		%
			(36)						(10)						(26)						260		%
Income (loss) before income taxes			528						(131)						659						(503)		%
Income tax expense (benefit):
Current			74						8						66						825		%
Deferred			49						(65)						114						(175)		%
			123						(57)						180						(316)		%
Net income (loss)			405						(74)						479						(647)		%
Less: net income attributable to noncontrolling interest			2						2						—						—		%
Net income (loss) attributable to HF Sinclair stockholders			$	403					$	(76)					$	479					(630)		%
Earnings (loss) per share attributable to HF Sinclair stockholders:
Basic			$	2.15					$	(0.40)					$	2.55					(638)		%
Diluted			$	2.15					$	(0.40)					$	2.55					(638)		%
Average number of common shares outstanding (in thousands):
Basic			186,499						189,840						(3,341)						(2)		%
Diluted			186,499						189,840						(3,341)						(2)		%

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			Nine Months Ended September 30,												Change from 2024
			2025						2024						Change						Percent
			(In millions, except share and per share data)
Sales and other revenues			$	20,405					$	22,080					$	(1,675)					(8)		%
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)			16,608						18,835						(2,227)						(12)		%
Lower of cost or market inventory valuation adjustments			97						(20)						117						(585)		%
Operating expenses			1,758						1,828						(70)						(4)		%
			18,463						20,643						(2,180)						(11)		%
Selling, general and administrative expenses (1)			323						327						(4)						(1)		%
Depreciation and amortization			681						613						68						11		%
Other operating expenses, net			18						10						8						80		%
Total operating costs and expenses			19,485						21,593						(2,108)						(10)		%
Income from operations			920						487						433						89		%
Other income (expense):
Earnings of equity method investments			27						24						3						13		%
Interest income			27						59						(32)						(54)		%
Interest expense			(153)						(127)						(26)						20		%
Other income (expense), net			(48)						5						(53)						(1,060)		%
			(147)						(39)						(108)						277		%
Income before income taxes			773						448						325						73		%
Income tax expense (benefit):
Current			106						106						—						—		%
Deferred			54						(54)						108						(200)		%
			160						52						108						208		%
Net income			613						396						217						55		%
Less: net income attributable to noncontrolling interest			6						5						1						20		%
Net income attributable to HF Sinclair stockholders			$	607					$	391					$	216					55		%
Earnings per share attributable to HF Sinclair stockholders:
Basic			$	3.21					$	2.01					$	1.20					60		%
Diluted			$	3.21					$	2.01					$	1.20					60		%
Average number of common shares outstanding (in thousands):
Basic			187,688						193,341						(5,653)						(3)		%
Diluted			187,688						193,341						(5,653)						(3)		%

(1) Exclusive of Depreciation and amortization.

(2) Exclusive of Lower of cost or market inventory valuation adjustments.

Balance Sheet Data

						September 30, 2025						December 31, 2024
						(In millions)
Cash and cash equivalents						$	1,451					$	800
Working capital						$	2,694					$	1,971
Total assets						$	17,264					$	16,643
Total debt						$	2,768					$	2,638
Total equity						$	9,495					$	9,346

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Other Financial Data 

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions)
Net cash provided by operating activities						$	809					$	709					$	1,307					$	1,250
Net cash used for investing activities						$	(148)					$	(122)					$	(341)					$	(295)
Net cash used for financing activities						$	(84)					$	(228)					$	(323)					$	(1,079)
Capital expenditures						$	121					$	124					$	318					$	297
EBITDA (1)						$	796					$	99					$	1,574					$	1,124

(1)Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as Net income attributable to HF Sinclair stockholders plus (i) Income tax expense, (ii) Interest expense, net of Interest income, and (iii) Depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to Net income or Income from operations as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a financial indicator widely used by investors and analysts to measure our operating performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. EBITDA presented above is reconciled to Net Income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Supplemental Segment Operating Data

Our operations are organized into five reportable segments, Refining, Renewables, Marketing, Lubricants & Specialties and Midstream. See Note 16 “Segment Information” in the Notes to Consolidated Financial Statements for additional information on our reportable segments.

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Refining Segment Operating Data

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Mid-Continent Region
Crude charge (BPD) (1)						280,240						263,170						264,580						262,670
Refinery throughput (BPD) (2)						296,220						279,210						280,920						278,210
Sales of produced refined products (BPD) (3)						281,040						274,870						265,300						276,830
Refinery utilization (4)						107.8		%				101.2		%				101.8		%				101.0		%
Average per produced barrel sold: (5)
Gross margin (6)						$	8.08					$	(3.91)					$	4.01					$	1.35
Adjusted refinery gross margin (7)						$	17.50					$	9.38					$	13.71					$	9.40
Less: operating expenses (8)						6.20						6.56						6.52						6.28
Adjusted refinery gross margin, less operating expenses						$	11.30					$	2.82					$	7.19					$	3.12
Operating expenses per throughput barrel (9)						$	5.88					$	6.45					$	6.15					$	6.25
Feedstocks:
Sweet crude oil						52		%				54		%				51		%				53		%
Sour crude oil						27		%				24		%				25		%				23		%
Heavy sour crude oil						16		%				16		%				18		%				18		%
Other feedstocks and blends						5		%				6		%				6		%				6		%
Total						100		%				100		%				100		%				100		%
Sales of produced refined products:
Gasolines						50		%				50		%				51		%				52		%
Diesel fuels						32		%				31		%				32		%				31		%
Jet fuels						7		%				7		%				7		%				6		%
Fuel oil						1		%				1		%				1		%				1		%
Asphalt						4		%				5		%				3		%				4		%
Base oils						4		%				3		%				4		%				4		%
LPG and other						2		%				3		%				2		%				2		%
Total						100		%				100		%				100		%				100		%

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						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
West Region
Crude charge (BPD) (1)						358,810						343,840						355,910						352,860
Refinery throughput (BPD) (2)						384,860						370,540						381,960						378,310
Sales of produced refined products (BPD) (3)						380,100						379,530						378,890						373,890
Refinery utilization (4)						85.8		%				82.3		%				85.1		%				84.4		%
Average per produced barrel sold: (5)
Gross margin (6)						$	9.30					$	(1.67)					$	4.82					$	2.11
Adjusted refinery gross margin (7)						$	20.38					$	11.82					$	16.02					$	13.21
Less: operating expenses (8)						8.18						9.15						8.48						9.08
Adjusted refinery gross margin, less operating expenses						$	12.20					$	2.67					$	7.54					$	4.13
Operating expenses per throughput barrel (9)						$	8.08					$	9.37					$	8.41					$	8.97
Feedstocks:
Sweet crude oil						33		%				34		%				32		%				34		%
Sour crude oil						44		%				44		%				45		%				43		%
Heavy sour crude oil						11		%				9		%				11		%				10		%
Wax crude oil						5		%				6		%				5		%				6		%
Other feedstocks and blends						7		%				7		%				7		%				7		%
Total						100		%				100		%				100		%				100		%
Sales of produced refined products:
Gasolines						51		%				53		%				52		%				52		%
Diesel fuels						32		%				31		%				33		%				32		%
Jet fuels						6		%				6		%				6		%				6		%
Fuel oil						2		%				1		%				2		%				2		%
Asphalt						3		%				3		%				2		%				2		%
LPG and other						6		%				6		%				5		%				6		%
Total						100		%				100		%				100		%				100		%
Consolidated
Crude charge (BPD) (1)						639,050						607,010						620,490						615,530
Refinery throughput (BPD) (2)						681,080						649,750						662,880						656,520
Sales of produced refined products (BPD) (3)						661,140						654,400						644,190						650,720
Refinery utilization (4)						94.3		%				89.5		%				91.5		%				90.8		%
Average per produced barrel sold: (5)
Gross margin (6)						$	8.78					$	(2.62)					$	4.49					$	1.79
Adjusted refinery gross margin (7)						$	19.16					$	10.79					$	15.07					$	11.59
Less: operating expenses (8)						7.34						8.06						7.67						7.89
Adjusted refinery gross margin, less operating expenses						$	11.82					$	2.73					$	7.40					$	3.70
Operating expenses per throughput barrel (9)						$	7.12					$	8.12					$	7.45					$	7.82
Feedstocks:
Sweet crude oil						42		%				42		%				40		%				42		%
Sour crude oil						36		%				36		%				37		%				34		%
Heavy sour crude oil						13		%				12		%				14		%				14		%
Wax crude oil						3		%				3		%				3		%				4		%
Other feedstocks and blends						6		%				7		%				6		%				6		%
Total						100		%				100		%				100		%				100		%

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						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Consolidated
Sales of produced refined products:
Gasolines						51		%				52		%				52		%				52		%
Diesel fuels						31		%				31		%				31		%				32		%
Jet fuels						7		%				7		%				7		%				6		%
Fuel oil						2		%				1		%				2		%				1		%
Asphalt						3		%				4		%				2		%				3		%
Base oils						2		%				1		%				2		%				2		%
LPG and other						4		%				4		%				4		%				4		%
Total						100		%				100		%				100		%				100		%

(1)Crude charge represents the barrels per day of crude oil processed at our refineries.

(2)Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.

(3)Represents barrels sold of refined products produced at our refineries (including Asphalt and intersegment sales) and does not include volumes of refined products purchased for resale or volumes of excess crude oil sold.

(4)Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity is 678,000 BPSD.

(5)Represents the average amount per produced barrel sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

(6)Gross margin represents total Refining segment Sales and other revenues less Cost of materials and other, Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization, divided by sales volumes of produced refined products.

(7)Adjusted refinery gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

(8)Represents total Refining segment Operating expenses, exclusive of Depreciation and amortization, divided by sales volumes of produced refined products.

(9)Represents total Refining segment Operating expenses, exclusive of Depreciation and amortization, divided by refinery throughput.

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Renewables Segment Operating Data

The following table sets forth information, including non-GAAP performance measures, about our renewables operations. Adjusted renewables gross margin per produced gallon sold is total Renewables segment gross margin plus Lower of cost or market inventory valuation adjustments, Depreciation and amortization and Operating expenses, divided by sales volumes of produced renewables products. This margin measure does not include the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to volumes in inventory at the end of the period. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Renewables
Sales of produced renewables products (in thousand gallons)						57,159						68,755						156,408						193,484
Average per produced gallon sold: (1)
Gross margin (2)						$	(0.94)					$	(0.32)					$	(0.61)					$	(0.38)
Adjusted renewables gross margin (3)						$	0.18					$	0.41					$	0.24					$	0.34
Less: operating expenses (4)						0.39						0.36						0.43						0.39
Adjusted renewables gross margin, less operating expenses						$	(0.21)					$	0.05					$	(0.19)					$	(0.05)

(1)Represents the average amount per produced gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

(2)Gross margin represents total Renewables segment Sales and other revenues less Cost of materials and other, Lower of cost or market inventory valuation adjustments, Operating expenses and Depreciation and amortization, divided by sales volumes of produced renewables products.

(3)Adjusted renewables gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

(4)Represents total Renewables segment Operating expenses, exclusive of Depreciation and amortization, divided by sales volumes of produced renewables products.

Marketing Segment Operating Data

The following table sets forth information, including non-GAAP performance measures, about our marketing operations and includes our Sinclair branded fuel business. Adjusted marketing gross margin per gallon sold is total Marketing segment gross margin plus Depreciation and amortization, divided by sales volumes of marketing products. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Marketing
Number of branded sites at period end (1)						1,705						1,586						1,705						1,586
Sales of refined products (in thousand gallons)						360,482						365,036						991,494						1,043,183
Average per gallon sold: (2)
Gross margin (3)						$	0.09					$	0.07					$	0.09					$	0.06
Adjusted marketing gross margin (4)						$	0.11					$	0.09					$	0.11					$	0.07

(1)Includes certain non-Sinclair branded sites.

(2)Represents the average amount per gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

(3)Gross margin represents total Marketing segment Sales and other revenues less Cost of materials and other and Depreciation and amortization, divided by sales volumes of marketing products.

(4)Adjusted marketing gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

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Lubricants & Specialties Segment Operating Data

The following table sets forth information about our lubricants and specialties operations.

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Lubricants & Specialties
Sales of produced refined products (BPD)						32,008						32,914						30,981						32,977
Sales of produced refined products:
Finished products						49		%				45		%				51		%				47		%
Base oils						26		%				27		%				25		%				27		%
Other						25		%				28		%				24		%				26		%
Total						100		%				100		%				100		%				100		%

Midstream Segment Operating Data

The following table sets forth information about our midstream operations.

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Midstream
Volumes (BPD)
Pipelines:
Affiliates—refined product pipelines						141,617						156,346						150,434						165,566
Affiliates—intermediate pipelines						139,868						145,236						137,194						145,068
Affiliates—crude pipelines						464,323						459,273						424,426						442,317
						745,808						760,855						712,054						752,951
Third parties—refined product pipelines						37,754						39,190						39,981						39,170
Third parties—crude pipelines						195,994						240,496						194,882						201,256
						979,556						1,040,541						946,917						993,377
Terminals and loading racks: (1)
Affiliates						1,045,066						1,019,229						1,002,107						1,030,624
Third parties						39,705						40,124						38,643						37,621
						1,084,771						1,059,353						1,040,750						1,068,245
Total for pipelines and terminal assets (BPD)						2,064,327						2,099,894						1,987,667						2,061,622

(1)Certain volumetric non-financial information has been recast to conform to current year presentation.

Results of Operations – Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Summary

Net income attributable to HF Sinclair stockholders for the three months ended September 30, 2025, was $403 million ($2.15 per basic and diluted share), a $479 million increase compared to Net loss attributable to HF Sinclair stockholders of $76 million ($(0.40) per basic and diluted share) for the three months ended September 30, 2024. The increase in net income was principally driven by higher adjusted refinery gross margins in both the West and Mid-Continent regions. Adjusted refinery gross margins for the three months ended September 30, 2025 increased to $19.16 per produced barrel sold as compared to $10.79 for the three months ended September 30, 2024, primarily due to lower crude oil and feedstock prices and the grant of small refinery RINs waivers during the three months ended September 30, 2025, partially offset by lower average sales prices per barrel during the three months ended September 30, 2025. Lower of cost or market inventory valuation adjustments related to our Refining and Renewables segment inventories decreased pre-tax earnings by $66 million and $202 million for the three months ended September 30, 2025 and 2024, respectively.

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Sales and Other Revenues

Sales and other revenues increased 1% from $7,207 million for the three months ended September 30, 2024, to $7,251 million for the three months ended September 30, 2025, principally due to higher refined product sales volumes. Sales and other revenues included $163 million, $898 million, $654 million and $29 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively, for the three months ended September 30, 2025. Sales and other revenues included $160 million, $950 million, $683 million and $27 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively, for the three months ended September 30, 2024.

Cost of Materials and Other

Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, decreased 8% from $6,158 million for the three months ended September 30, 2024 to $5,692 million for the three months ended September 30, 2025, principally due to lower crude oil costs and the grant of small refinery RINs waivers during the three months ended September 30, 2025, partially offset by higher refined product sales volumes. Within our Lubricants & Specialties segment, the FIFO impact was a benefit of $2 million and a charge of $27 million for the three months ended September 30, 2025 and 2024, respectively.

During the third quarter of 2025, we recognized a lower of cost or market inventory valuation adjustment charge of $66 million compared to a charge of $202 million during the third quarter of 2024.

Adjusted Refinery Gross Margin

Adjusted refinery gross margin per produced barrel sold increased 78% from $10.79 for the three months ended September 30, 2024, to $19.16 for the three months ended September 30, 2025. The increase was due to lower crude oil and feedstock prices and the grant of small refinery RINs waivers during the three months ended September 30, 2025, partially offset by lower average sales prices per barrel during the three months ended September 30, 2025. Adjusted refinery gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Operating Expenses

Operating expenses decreased 6% from $630 million for the three months ended September 30, 2024, to $590 million for the three months ended September 30, 2025, primarily due to lower maintenance and other miscellaneous costs, partially offset by higher natural gas costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 11% from $118 million for the three months ended September 30, 2024, to $105 million for the three months ended September 30, 2025, primarily due to a decrease in professional services and other miscellaneous costs.

Depreciation and Amortization Expenses

Depreciation and amortization increased 10% from $210 million for the three months ended September 30, 2024, to $230 million for the three months ended September 30, 2025, principally due to amortization attributable to additional capitalized refinery turnaround costs as compared to the prior period.

Interest Income

Interest income was $11 million for the three months ended September 30, 2025, compared to $18 million for the three months ended September 30, 2024. The decrease in Interest income was primarily due to the decrease in average cash balance.

Interest Expense

Interest expense was $51 million for the three months ended September 30, 2025, compared to $40 million for the three months ended September 30, 2024. This increase was primarily due to unrealized losses on precious metals financing arrangements in the third quarter of 2025.

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Income Taxes

For the three months ended September 30, 2025, Income tax expense of $123 million was recorded on pre-tax income of $528 million, compared to an Income tax benefit of $57 million on pre-tax loss of $131 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, our effective tax rate of 23.3% was higher than the statutory rate of 21%, primarily due to the relationship between pre-tax results and the effects of state and local income tax. For the three months ended September 30, 2024, our effective tax rate of 43.6% was higher than the statutory rate of 21% primarily due to the benefit of non-taxable permanent differences relative to the pre-tax loss for the quarter. Due to rounding of reported numbers, some amounts may not calculate exactly.

Results of Operations – Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Summary

Net income attributable to HF Sinclair stockholders for the nine months ended September 30, 2025, was $607 million ($3.21 per basic and diluted share), a $216 million increase compared to $391 million ($2.01 per basic and diluted share) for the nine months ended September 30, 2024. The increase in Net income attributable to HF Sinclair stockholders was principally driven by higher adjusted refinery gross margins in both the West and Mid-Continent regions. Adjusted refinery gross margins for the nine months ended September 30, 2025 increased to $15.07 per produced barrel sold as compared to $11.59 for the nine months ended September 30, 2024, primarily due to lower crude oil and feedstock prices and the grant of small refinery RINs waivers during the nine months ended September 30, 2025, partially offset by lower average sales prices per barrel during the nine months ended September 30, 2025. Lower of cost or market inventory valuation adjustments related to our Refining and Renewables segments’ inventories decreased pre-tax earnings by $97 million for the nine months ended September 30, 2025 and increased pre-tax earnings by $20 million for the nine months ended September 30, 2024.

Sales and Other Revenues

Sales and other revenues decreased 8% from $22,080 million for the nine months ended September 30, 2024, to $20,405 million for the nine months ended September 30, 2025, principally due to decreased refined product sales prices and lower refined product sales volumes. Sales and other revenues included $388 million, $2,410 million, $1,932 million, and $87 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties, and Midstream segments, respectively, for the nine months ended September 30, 2025. Sales and other revenues included $520 million, $2,668 million, $2,084 million, and $78 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties, and Midstream segments, respectively, for the nine months ended September 30, 2024.

Cost of Materials and Other

Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, decreased 12% from $18,835 million for the nine months ended September 30, 2024, to $16,608 million for the nine months ended September 30, 2025, principally due to lower crude oil costs, lower refined product sales volumes and the grant of small refinery RINs waivers during the nine months ended September 30, 2025. Within our Lubricants & Specialties segment, the FIFO impact was a charge of $10 million and $42 million for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, we recognized a lower of cost or market inventory valuation adjustment charge of $97 million compared to a benefit of $20 million during the nine months ended September 30, 2024.

Adjusted Refinery Gross Margins

Adjusted refinery gross margin per produced barrel sold increased 30% from $11.59 for the nine months ended September 30, 2024, to $15.07 for the nine months ended September 30, 2025. The increase was due to lower crude oil and feedstock prices and the grant of small refinery RINs waivers during the nine months ended September 30, 2025, partially offset by lower average sales prices per barrel during the nine months ended September 30, 2025. Adjusted refinery gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Operating Expenses

Operating expenses decreased 4% from $1,828 million for the nine months ended September 30, 2024, to $1,758 million for the nine months ended September 30, 2025, primarily due to lower maintenance and other miscellaneous costs, partially offset by higher natural gas costs.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 1% from $327 million for the nine months ended September 30, 2024, to $323 million for the nine months ended September 30, 2025.

Depreciation and Amortization Expenses

Depreciation and amortization increased 11% from $613 million for the nine months ended September 30, 2024, to $681 million for the nine months ended September 30, 2025, principally due to depreciation and amortization attributable to additional capitalized refinery turnaround costs and capitalized improvement projects as compared to the prior period.

Interest Income

Interest income was $27 million for the nine months ended September 30, 2025, compared to $59 million for the nine months ended September 30, 2024. The decrease in Interest income was primarily due to the decrease in average cash balance.

Interest Expense

Interest expense was $153 million for the nine months ended September 30, 2025, compared to $127 million for the nine months ended September 30, 2024. This increase was primarily due to unrealized losses on precious metals financing arrangements during the period.

Other Income (Expense), Net

During the nine months ended September 30, 2025, we assigned our 50% ownership interest in Cheyenne Pipeline, LLC to our joint venture partner in exchange for the cancellation of certain future commitments, resulting in a loss on sale of equity method investment of $40 million. Additionally, during the nine months ended September 30, 2025, we recognized an early extinguishment loss on debt of $24 million, inclusive of unamortized discount and debt issuance costs, as a result of the tendering and redemption of certain debt, and the termination of certain credit agreements (see Note 11 “Debt” in the Notes to the Consolidated Financial Statements for additional information).

Income Taxes

For the nine months ended September 30, 2025, Income tax expense of $160 million was recorded on pre-tax income of $773 million, compared to Income tax expense of $52 million on pre-tax income of $448 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, our effective tax rate of 20.7% was lower than the statutory rate of 21% primarily due to the relationship between pre-tax results and permanent differences and a discrete benefit associated with the revaluation of deferred tax liabilities from state tax law changes enacted in the second quarter of 2025. For the nine months ended September 30, 2024, our effective tax rate of 11.6% was lower than the statutory rate of 21% primarily due to the relationship between pre-tax results and non-taxable permanent differences.

LIQUIDITY AND CAPITAL RESOURCES

Credit Agreements

On April 3, 2025, we terminated our $1.65 billion senior unsecured revolving credit facility maturing in April 2026 (the “Terminated HF Sinclair Credit Agreement”) and the $1.2 billion senior secured revolving credit facility maturing in July 2025 of our wholly owned subsidiary HEP (the “Terminated HEP Credit Agreement”). Contemporaneously, we entered into a new $2.0 billion senior unsecured revolving credit facility maturing in April 2030 (the “HF Sinclair Credit Agreement”), which contains an extension feature that allows us to extend the term of the commitment from time to time in increments of up to one year subject to the terms and conditions set forth in the HF Sinclair Credit Agreement. The HF Sinclair Credit Agreement includes an accordion feature that allows us to increase such commitments to an aggregate principal amount of up to $2.75 billion. In addition, HF Sinclair was released from its obligations under the Parent Guaranty Agreement, dated as of December 1, 2023, as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (the “Guaranty”), and the Guaranty was terminated. We did not pay any prepayment penalties in connection with the termination of the Terminated HF Sinclair Credit Agreement or the Terminated HEP Credit Agreement. We recognized an early extinguishment loss of $1 million, inclusive of unamortized debt issuance costs.

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Indebtedness under the HF Sinclair Credit Agreement bears interest, at our option, at either (a) the greater of (i) the prime rate (as publicly announced from time to time by the administrative agent), (ii) a base rate equal to the highest of the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for a one-month interest period plus 1%, as applicable, plus an applicable margin (ranging from 0.125% to 1.000%), or (b) at a rate equal to the Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for the applicable interest period plus an applicable margin (ranging from 1.125% to 2.000%). The applicable margin is based on HF Sinclair’s debt rating assigned by Standard & Poor’s Rating Services, Fitch Ratings, Ltd. and Moody’s Investors Service, Inc.

At September 30, 2025, we were in compliance with all covenants and had no outstanding borrowings under the HF Sinclair Credit Agreement. At September 30, 2025, we had letters of credit outstanding under the HF Sinclair Credit Agreement in the amount of $128 million, which represented commitments and guarantees entered into in the normal course of business. The letters of credit were undrawn as of September 30, 2025.

Senior Notes Offerings, Tender Offers and Redemptions

On January 23, 2025, HF Sinclair issued an aggregate principal amount of $1.4 billion of senior notes consisting of $650 million aggregate principal amount of 5.750% Senior Notes due 2031 (the “HF Sinclair 5.750% Senior Notes”) and $750 million aggregate principal amount of 6.250% Senior Notes due 2035 (the “HF Sinclair 6.250% Senior Notes” and together with the HF Sinclair 5.750% Senior Notes, the “January HFS Notes”) for net proceeds of approximately $1.38 billion, after deducting the underwriters’ discount and commissions and offering expenses. The January HFS Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

We used a portion of the funds to complete the early settlement of cash tender offers for $646 million in aggregate principal amount as follows:

						Maturity Date						Aggregate Principal Amount Accepted						Purchase Price Including Premium						Interest Paid
												(In millions)
HF Sinclair Senior Notes:
5.875% Senior Notes						April 2026						$	448					$	452					$	9
6.375% Senior Notes						April 2027						150						153						3
												$	598					$	605					$	12
HollyFrontier Senior Notes:
5.875% Senior Notes						April 2026						48						49						1
Total												$	646					$	654					$	13

Additionally, we used net proceeds from the January HFS Notes offering to repay and redeem the following aggregate principal amounts outstanding:

•$350 million under the Terminated HEP Credit Agreement due 2025,

•$195 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

•$155 million of our wholly owned subsidiary, HollyFrontier Corporation’s (“HollyFrontier”) 5.875% Senior Notes due 2026.

On August 18, 2025, HF Sinclair issued an aggregate principal amount of $500 million of 5.500% Senior Notes due 2032 (the “HF Sinclair 5.500% Senior Notes”) for net proceeds of approximately $491 million, after deducting the underwriters’ discount and commissions and offering expenses. The HF Sinclair 5.500% Senior Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

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We used a portion of the funds from the HF Sinclair 5.500% Senior Notes to complete the early settlement of a cash tender offer for $201 million in aggregate principal amount as follows:

						Maturity Date						Aggregate Principal Amount Accepted						Purchase Price Including Premium						Interest Paid
												(In millions)
HF Sinclair Senior Notes:
5.875% Senior Notes						April 2026						$	37					$	37					$	1
6.375% Senior Notes						April 2027						164						166						4
Total												$	201					$	203					$	5

Additionally, we used net proceeds from the HF Sinclair 5.500% Senior Notes offering to repay and redeem the remaining balance outstanding of the following aggregate principal amounts:

•$117 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

•$86 million of HF Sinclair’s and HEP’s 6.375% Senior Notes due 2027.

We recognized an early extinguishment loss of $8 million and $23 million, inclusive of unamortized discount and debt issuance costs, as a result of the tender offers and redemptions for the three and nine months ended September 30, 2025, respectively.

HF Sinclair Financing Arrangements

Certain of our wholly owned subsidiaries entered into financing arrangements whereby such subsidiaries sold a portion of their precious metals catalyst to a financial institution in exchange for cash and then financed the use of the precious metals catalyst for a term not to exceed one year. The volume of the precious metals catalyst and the interest rate are fixed over the term of each agreement, and the payments are recorded as Interest expense. Upon maturity of the financing arrangement, we must either satisfy the obligation at fair market value or refinance to extend the maturity, which is considered an embedded derivative.

Certain of our wholly owned subsidiaries may, from time to time, enter into buy/sell arrangements in which an inventory repurchase obligation is recognized. As of September 30, 2025, we had $103 million recorded in inventory repurchase obligations related to these commercial financing arrangements, which is included in Accrued liabilities.

We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities, which are unrelated to the HF Sinclair Credit Agreement. At September 30, 2025, we had letters of credit totaling a nominal amount under such credit facilities.

See Note 11 “Debt” in the Notes to Consolidated Financial Statements for additional information on our debt instruments.

Liquidity

We believe our current Cash and cash equivalents, along with future internally generated cash flow and funds available under our credit facilities, will provide sufficient resources to fund currently planned capital projects and our current liquidity needs. We expect that, to the extent necessary, we can raise additional funds from time to time through equity or debt financings in the public and private capital markets. Further, we may, from time to time, seek to retire some or all of our outstanding debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, may be material and will depend on prevailing market conditions, our liquidity requirements and other factors. In addition, components of our long-term growth strategy include the optimization of existing units at our facilities, expansion of our Midstream footprint and the selective acquisition of complementary assets for our operations intended to increase earnings and cash flow. We also expect to use cash for payment of cash dividends, which are at the discretion of our Board of Directors, and for the repurchase of common stock under the May 2024 Share Repurchase Program.

Our liquidity was approximately $3.3 billion at September 30, 2025, consisting of Cash and cash equivalents of $1.5 billion and $1.9 billion available under the HF Sinclair Credit Agreement.

We consider all highly liquid instruments with a maturity of three months or less at the time of purchase to be cash equivalents. These primarily consist of investments in conservative, highly rated instruments issued by financial institutions, government and corporate entities with strong credit standings and money market funds. Cash equivalents are stated at cost, which approximates market value.

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On May 7, 2024, our Board of Directors approved the May 2024 Share Repurchase Program, which replaced all existing share repurchase programs. The May 2024 Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. Privately negotiated repurchases from REH are also authorized under the May 2024 Share Repurchase Program, subject to REH’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. In addition, we are authorized by our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The May 2024 Share Repurchase Program may be discontinued at any time by our Board of Directors.

On September 16, 2025, we repurchased 1,948,558 shares of our outstanding common stock from REH in a privately negotiated transaction under the May 2024 Share Repurchase Program and pursuant to the Stock Purchase Agreement, dated September 16, 2025 (the “September 2025 Stock Purchase Agreement”), between us and REH. The price paid under the September 2025 Stock Purchase Agreement was $51.32 per share resulting in an aggregate purchase price of $100 million. The purchase price was funded with cash on hand.

Cash Flows – Operating Activities

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net cash flows provided by operating activities were $1,307 million for the nine months ended September 30, 2025, compared to $1,250 million for the nine months ended September 30, 2024, an increase of $57 million primarily driven by an increase in net income, net of adjustments to reconcile net income to net cash provided by operating activities, partially offset by changes in working capital and an increase in turnaround expenditures. Changes in working capital increased operating cash flows by $83 million for the nine months ended September 30, 2025, and increased operating cash flows by $545 million for the nine months ended September 30, 2024. Additionally, for the nine months ended September 30, 2025, Turnaround expenditures were $315 million compared to $259 million for the nine months ended September 30, 2024.

Cash Flows – Investing Activities and Planned Capital Expenditures

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

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

For the nine months ended September 30, 2024, our Net cash flows used for investing activities were $295 million. Cash expenditures for Properties, plants and equipment for the nine months ended September 30, 2024 were $297 million.

Each year, our Board of Directors approves our annual capital budget, which includes specific projects that management is authorized to undertake. When conditions warrant or as new opportunities arise, additional projects may be approved. The funds appropriated for a particular capital project may be expended over a period of several years, depending on the time required to complete the project. Therefore, our planned capital expenditures for a given year consist of expenditures appropriated in that year’s capital budget plus expenditures for projects appropriated in prior years that have not yet been completed. Refinery turnaround spending is amortized over the useful life of the turnaround.

The refining industry is capital-intensive and requires ongoing investments to sustain our refining operations. This includes the replacement of, or rebuilding, refinery units and components that extend their useful life. We also invest in projects that improve operational reliability and profitability via enhancements that improve refinery processing capabilities as well as production yield and flexibility. Our capital expenditures also include projects related to renewable diesel, environmental, health and safety compliance and include initiatives as a result of federal and state mandates.

Our refinery operations and related emissions are highly regulated at both federal and state levels, and we invest in our facilities as needed to remain in compliance with these standards. Additionally, when faced with new emissions or fuel standards, we seek to execute projects that facilitate compliance and also improve the operating costs and/or yields of associated refining processes.

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Expected capital and turnaround cash spending for 2025 is as follows:

			Expected Cash Spending
			(In millions)
Capital Expenditures:
Refining			$	240
Renewables			5
Marketing			30
Lubricants & Specialties			40
Midstream			30
Corporate			20
Turnarounds and catalyst			410
Total sustaining			$	775
Growth capital			100
Total			$	875

Cash Flows – Financing Activities

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025, our Net cash flows used for financing activities were $323 million. During the nine months ended September 30, 2025, we paid $284 million in Dividends, we repurchased $216 million of our Common stock, repaid $350 million under the Terminated HEP Credit Agreement and had net proceeds from the issuance and redemption of certain senior notes of $474 million.

For the nine months ended September 30, 2024, our Net cash flows used for financing activities were $1,079 million. During the nine months ended September 30, 2024, we repurchased $668 million of our Common stock, paid $291 million in Dividends, and repaid $106 million under the Terminated HEP Credit Agreement.

Contractual Obligations and Commitments

As of September 30, 2025, our contractual obligations included debt obligations, interest payments related to debt obligations, financing arrangements, supply agreements, transportation and storage agreements, operating and finance leases, and other long-term obligations and commitments. In the ordinary course of business, we had debt-related activities during the nine months ended September 30, 2025, as described in Note 11 “Debt” of the Consolidated Financial Statements.

There were no material changes outside the ordinary course of business with respect to our contractual obligations during the nine months ended September 30, 2025.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024. Certain critical accounting policies that materially affect the amounts recorded in our consolidated financial statements include assessing contingent liabilities for probable losses.

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Goodwill and Asset Impairments

As of September 30, 2025, our Goodwill balance was $2,978 million, with goodwill assigned to our Refining, Renewables, Marketing, Lubricants & Specialties and Midstream segments. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to amortization and is tested annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our goodwill impairment testing first entails either a quantitative assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. With our qualitative assessment, if we determine based on qualitative factors that it is more likely than not that the carrying value of the reporting unit is greater than its fair value, a quantitative test is performed in which we estimate the fair value of the related reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the goodwill of that reporting unit is impaired, and we measure goodwill impairment as the excess of the carrying amount of reporting unit over the related fair value.

As of July 1, 2025, we elected to perform our annual goodwill impairment testing for certain of our reporting units quantitatively with the remaining units being tested qualitatively, and determined there was no impairment of goodwill attributable to our reporting units. For our reporting units tested quantitatively, the estimated fair values were derived using a combination of income and market approaches. The income approach reflects expected future cash flows based on estimated forecasted production levels, selling prices, gross margins, operating costs and capital expenditures. Our market approaches include both the guideline public company and guideline transaction methods. Both methods utilize pricing multiples derived from market data, including historical market transactions and other market data of other like-kind assets. The fair values of the reporting units over their respective carrying values exceeded 10%. Increasing the discount rate by 1.0% or reducing the terminal cash flow growth rate by 1.0% would not have changed the results of our annual goodwill testing.

In performing our quantitative impairment test of goodwill, we developed cash flow forecasts for our selected reporting units. Significant judgment is involved in performing these fair value estimates since the results are based on forecasted financial information. The cash flow forecasts include significant assumptions such as planned utilization, end-user demand, selling prices, gross margins, operating costs and capital expenditures. Other key assumptions applied to these forecasts to determine the fair value of a reporting unit are the discount rate and terminal cash flow growth rate. The discount rate is intended to reflect the weighted average cost of capital for a market participant and the risks associated with the realization of the estimated future cash flows. Our fair value estimates are based on projected cash flows, which we believe to be reasonable.

We continually monitor and evaluate various factors for potential indicators of goodwill and asset impairments. A reasonable expectation exists that further deterioration in our operating results or overall economic conditions could lead to goodwill and / or asset impairments at some point in the future. Future impairment charges could be material to our results of operations and financial condition.

RISK MANAGEMENT

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

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

Commodity Price Risk Management

Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in the price of crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative contracts in the form of commodity price swaps, collar contracts, forward contracts and futures contracts to mitigate price exposure with respect to our inventory positions, natural gas purchases, sales prices of refined products and crude oil costs.

Foreign Currency Risk Management

We are exposed to market risk related to the volatility in foreign currency exchange rates. We periodically enter into derivative contracts in the form of foreign exchange forward contracts to mitigate the exposure associated with fluctuations on intercompany notes with our foreign subsidiaries that are not denominated in the U.S. dollar.

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As of September 30, 2025, we have the following notional amounts related to all outstanding derivative instruments used to mitigate commodity price and foreign currency risk:

												Notional Contract Volumes by Year of Maturity
Contract Description						Total Outstanding Notional						2025						2026																		Unit of Measure
WTI crude oil price swaps - long						400,000						400,000						—																		Barrels
Sub-octane gasoline price swaps - short						400,000						400,000						—																		Barrels
NYMEX futures (WTI) - short						500,000						500,000						—																		Barrels
Forward gasoline and diesel contracts - long						129,200						129,200						—																		Barrels
Forward crude oil contracts - long						180,000						—						180,000																		Barrels
Foreign currency forward contracts						522,000,000						140,705,100						381,294,900																		Canadian dollar
Forward commodity contracts (platinum) (1)						31,733						4,592						27,141																		Troy ounces

(1)Represents an embedded derivative within our precious metals catalyst financing arrangements, which may be refinanced or require repayment under certain conditions. See Note 11 “Debt” in the Notes to Consolidated Financial Statements for additional information on these financing arrangements.

The following sensitivity analysis provides the hypothetical effects of market price fluctuations to the commodity hedged under our derivative contracts:

						September 30,
Derivative Fair Value Gain (Loss)						2025						2024
						(In millions)
10% increase in underlying commodity prices						$	(4)					$	(10)
10% decrease in underlying commodity prices						$	4					$	10

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

Interest Rate Risk Management

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

For the fixed rate HF Sinclair, HollyFrontier and HEP Senior Notes (each as described in Note 11 “Debt” in the Notes to Consolidated Financial Statements), changes in interest rates will generally affect fair value of the debt, but not earnings or cash flows. The outstanding principal, estimated fair value and estimated change in fair value (assuming a hypothetical 10% change in the yield-to-maturity rates) for this debt as of September 30, 2025, is presented below:

						Outstanding Principal						Estimated Fair Value						Estimated Change in Fair Value
						(In millions)
HF Sinclair, HollyFrontier and HEP Senior Notes						$	2,800					$	2,861					$	76

For the variable rate under the HF Sinclair Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At September 30, 2025, there were no amounts outstanding under the HF Sinclair Credit Agreement. A hypothetical 10% change in interest rate applicable to the HF Sinclair Credit Agreement would not materially affect cash flows.

Operational Interruption Risk Management

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

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Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

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

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

Below is our calculation of EBITDA:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions)
Net income (loss) attributable to HF Sinclair stockholders						$	403					$	(76)					$	607					$	391
Add: interest expense						51						40						153						127
Less: interest income						(11)						(18)						(27)						(59)
Add: income tax expense (benefit)						123						(57)						160						52
Add: depreciation and amortization						230						210						681						613
EBITDA						$	796					$	99					$	1,574					$	1,124

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Reconciliations of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in 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 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. Adjusted refinery gross margin is a non-GAAP performance measure and should not be considered in isolation or as a substitute for Refining segment gross margin. The GAAP measure most directly comparable to adjusted refinery gross margin is Refining segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions, except barrel and per barrel amounts)
Refining segment
Sales and other revenues						$	6,443					$	6,382					$	18,113					$	19,564
Cost of sales (1)						5,771						6,416						16,914						18,882
Depreciation and amortization						139						123						410						363
Gross margin						$	533					$	(157)					$	789					$	319
Add: lower of cost or market inventory valuation adjustments						46						199						102						(22)
Add: operating expenses						447						485						1,349						1,407
Add: depreciation and amortization						139						123						410						363
Adjusted refinery gross margin						$	1,165					$	650					$	2,650					$	2,067
Sales of produced refined products (BPD) (2)						661,140						654,400						644,190						650,720
Average per produced barrel sold:
Gross margin						$	8.78					$	(2.62)					$	4.49					$	1.79
Add: lower of cost or market inventory valuation adjustments						0.75						3.30						0.58						(0.12)
Add: operating expenses						7.34						8.06						7.67						7.89
Add: depreciation and amortization						2.29						2.05						2.33						2.03
Adjusted refinery gross margin						$	19.16					$	10.79					$	15.07					$	11.59
Less: operating expenses						7.34						8.06						7.67						7.89
Adjusted refinery gross margin, less operating expenses						$	11.82					$	2.73					$	7.40					$	3.70

(1)Exclusive of Depreciation and amortization.

(2)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.

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Reconciliation of renewables operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in 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 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. Adjusted renewables gross margin is not a calculation provided for under GAAP and should not be considered in isolation or as a substitute for Renewables segment gross margin. The GAAP measure most directly comparable to adjusted renewables gross margin is Renewables segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions, except gallon and per gallon amounts)
Renewables segment
Sales and other revenues						$	277					$	265					$	725					$	753
Cost of sales (1)						309						265						750						766
Depreciation and amortization						22						21						71						61
Gross margin						$	(54)					$	(21)					$	(96)					$	(74)
Add: lower of cost or market inventory valuation adjustments						20						3						(5)						2
Add: operating expenses						22						25						67						76
Add: depreciation and amortization						22						21						71						61
Adjusted renewables gross margin						$	10					$	28					$	37					$	65
Sales of produced renewables products (in thousand gallons)						57,159						68,755						156,408						193,484
Average per produced gallon sold:
Gross margin						$	(0.94)					$	(0.32)					$	(0.61)					$	(0.38)
Add: lower of cost or market inventory valuation adjustments						0.35						0.05						(0.03)						0.01
Add: operating expenses						0.39						0.36						0.43						0.39
Add: depreciation and amortization						0.38						0.32						0.45						0.32
Adjusted renewables gross margin						$	0.18					$	0.41					$	0.24					$	0.34
Less: operating expenses						0.39						0.36						0.43						0.39
Adjusted renewables gross margin, less operating expenses						$	(0.21)					$	0.05					$	(0.19)					$	(0.05)

(1) Exclusive of Depreciation and amortization.

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

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

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(In millions, except gallon and per gallon amounts)
Marketing segment
Sales and other revenues						$	898					$	950					$	2,410					$	2,668
Cost of sales (1)						860						918						2,304						2,591
Depreciation and amortization						7						6						21						19
Gross margin						$	31					$	26					$	85					$	58
Add: depreciation and amortization						7						6						21						19
Adjusted marketing gross margin						$	38					$	32					$	106					$	77
Sales of refined products (in thousand gallons)						360,482						365,036						991,494						1,043,183
Average per gallon sold:
Gross margin						$	0.09					$	0.07					$	0.09					$	0.06
Add: depreciation and amortization						0.02						0.02						0.02						0.01
Adjusted marketing gross margin						$	0.11					$	0.09					$	0.11					$	0.07

(1) Exclusive of Depreciation and amortization.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

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

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Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the principal executive officer and principal financial officer of the Company, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

Commitment and Contingency Reserves

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

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

Environmental Matters

Puget Sound

HF Sinclair Puget Sound Refining LLC (“HFS Puget Sound”) has been engaged in discussions with, and has responded to document requests from, the Northwest Clean Air Agency (“NWCAA”), the Environmental Protection Agency (“EPA”) and the Department of Justice (collectively, the “PSR Matter Government Agencies”) regarding HFS Puget Sound’s compliance with the Clean Air Act (“CAA”), Emergency Planning and Community Right-to-Know Act (“EPCRA”) and related regulations, and similar Washington laws and regulations, at its Puget Sound Refinery. HFS Puget Sound acquired the Puget Sound Refinery from Equilon Enterprises LLC dba Shell Oil Products US (“SOPUS”) on November 1, 2021. The discussions with the PSR Matter Government Agencies have included the following topics: (a) an information request issued in March 2022 by the EPA, pursuant to CAA Section 114, covering periods of ownership of the Puget Sound Refinery by both HFS Puget Sound and SOPUS; (b) a Notice of Violation issued by the EPA to SOPUS and HFS Puget Sound on September 29, 2023, alleging violations of the CAA, EPCRA and the Pollution Prevention Act; and (c) the PSR Matter Government Agencies’ proposed injunctive relief terms presented to SOPUS and HFS Puget Sound on June 28 and July 15, 2024, covering various process units at Puget Sound Refinery to address the alleged noncompliance. On October 31, 2024, HFS Puget Sound presented its counteroffer to the PSR Matter Government Agencies’ proposed injunctive relief terms. HFS Puget Sound believes that it is entitled to indemnification for certain of the matters described above.

HFS Puget Sound is awaiting a response from the PSR Matter Government Agencies to its October 31, 2024 counteroffer to resolve these issues.

At this time, no penalties have been demanded, and it is too early to predict the outcome of this matter.

Renewable Fuel Standard

On April 7, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross, Utah (the “Woods Cross Refinery”) and Cheyenne, Wyoming (the “Cheyenne Refinery”) refineries for the 2018 compliance year. On June 3, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross Refinery and Cheyenne Refinery for the 2016 compliance year and denying small refinery exemption petitions for our Woods Cross Refinery and Cheyenne Refinery for the 2019 and 2020 compliance years.

Certain of our subsidiaries pursued legal challenges to the EPA’s decisions to deny small refinery exemptions for the 2016, 2018, 2019 and 2020 compliance years. The first lawsuit, filed against the EPA on May 6, 2022, before the U.S. Court of Appeals for the DC Circuit (the “DC Circuit”), sought to have the EPA’s reversal of our 2018 small refinery exemption petitions overturned. The second lawsuit, filed against the EPA on August 5, 2022 before the DC Circuit, sought to have the EPA’s reversal of our 2016 small refinery exemption petitions overturned and to have the EPA’s denial of our 2019 and 2020 small refinery exemption petitions reversed.

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In addition, for both the 2016 and 2018 compliance years, pursuant to the June 2022 and April 2022 decisions, the EPA established an alternative compliance demonstration for small refineries pursuant to which the EPA is not imposing any obligations for the small refineries whose exemptions were reversed. On June 24, 2022, Growth Energy filed two lawsuits in the DC Circuit against the EPA challenging the alternative compliance demonstration for the 2016 and 2018 compliance years. On July 25, 2022, certain of our subsidiaries intervened on behalf of the EPA to aid the defense of the EPA’s alternative compliance demonstration decision.

On July 26, 2024, the DC Circuit issued a favorable decision vacating the EPA’s denial of all of our small refinery exemption petitions, finding the denial to be unlawful. The DC Circuit remanded the small refinery exemption petitions to the EPA for new determination. The DC Circuit also upheld the alternative compliance demonstration and denied Growth Energy’s challenge.

On August 22, 2025, the EPA granted, in whole or in part, small refinery exemption requests for our Woods Cross Refinery, our Cheyenne Refinery, our refinery in Casper, Wyoming (the “Casper Refinery”), and our refinery in Sinclair, Wyoming (the “Parco Refinery”) for various compliance years from 2019 to 2024. The EPA also denied, in whole or in part, small refinery exemption requests for the Cheyenne Refinery, the Woods Cross Refinery, the Casper Refinery, and the Parco Refinery for various compliance years from 2019 to 2024.

In October 2025, certain of our subsidiaries filed lawsuits in the DC Circuit to overturn the EPA’s August 2025 denials and other actions. These lawsuits remain pending, and we are unable to estimate the costs we may incur, if any, at this time.

Other

We are a party to various other litigation and proceedings that we believe, based on the advice of counsel, will not either individually or in the aggregate have a materially adverse impact on our financial condition, results of operations or cash flows.

Item 1A.Risk Factors

Except as described below, there have been no material changes in our risk factors as previously disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. You should carefully consider the risk factors discussed in our 2024 Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Compliance with, or developments with respect to, renewable and low carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations.

As described under Items 1 and 2. “Business and Properties - Additional Operations and Other Information - Governmental Regulation,” many international, federal, state, provincial and local governments have issued, or are considering issuing, low carbon fuel regulations, policies, and standards to help reduce GHG emissions and increase the percentage of low-carbon fuels in the transportation fuel mix.

Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the RFS regulations reflecting the increased volume of renewable fuels mandated to be blended into the nation’s fuel supply. The regulations, in part, require refiners to add annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as RINs, in lieu of such blending. We currently purchase RINs for some fuel categories on the open market in order to comply with the quantity of renewable fuels we are required to blend under the RFS regulations. Since the EPA first began mandating biofuels in excess of the “blend wall” (the 10% ethanol limit prescribed by most automobile warranties), the price of RINs has been extremely volatile. While we cannot predict the future prices of RINs, the costs to obtain the necessary number of RINs could be material. If we are unable to pass the costs of compliance with the RFS regulations on to our customers, if sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs or if we are otherwise unable to meet the RFS mandates, our financial condition and results of operations could be adversely affected.

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In the past, we have received small refinery exemptions under the RFS program for certain of our refineries. However, there is no assurance that such an exemption will be obtained for any of our refineries in future years. For example, in 2022, the EPA denied all pending small refinery exemption petitions on the belief that small refineries are able to pass through compliance costs to customers. This decision was challenged and, in August 2024, nearly all of the waiver denials were vacated by the U.S. Court of Appeals for the D.C. Circuit (the “DC Circuit”). In August 2025, the EPA announced decisions on 175 small refinery exemption petitions, including 63 full exemptions and 77 partial exemptions. The EPA’s announcement also provided an updated framework for the EPA’s evaluation of future exemption petitions, which may ultimately include reallocating waived volumes to other obligated parties. A few of our small refinery exemption petitions were granted in full or in part by the EPA in August 2025, but we cannot predict whether the EPA’s decision will be challenged again. Additionally, the EPA’s updated framework for the evaluation of future exemption petitions may also be subject to challenge and we cannot predict the extent to which any such challenge may impact the EPA’s timeliness in responding to such petitions in the future. Moreover, even if the new approach survives any future legal challenges, we cannot guarantee that we will continue to receive full or partial exemptions, which could result in increased costs and adversely impact future results of operations and our business strategy.

In October 2025, certain of our subsidiaries filed lawsuits in the DC Circuit to overturn the EPA’s August 2025 denials and seek additional relief for the EPA’s issuance of expired RINs. These lawsuits remain pending, and we are unable to estimate the costs we may incur, if any, at this time.

In addition, the RFS regulations are highly complex and evolving, requiring us to periodically update our compliance systems. In June 2025, the EPA proposed volume requirements for 2026 and 2027 that continue to build on the increasing volume requirements established in July 2023. Higher blending percentages may increase the cost of compliance because the future cost of RINs is difficult to estimate. Moreover, in addition to increased price volatility in the RINs market, there have been multiple instances of RINs fraud occurring in the marketplace. The EPA has initiated several enforcement actions against refiners who purchase fraudulent RINs, resulting in substantial costs to the refiner. We cannot predict with certainty our exposure to increased RINs costs in the future, nor can we predict the extent by which costs associated with RFS regulations will impact our future results of operations.

We strategically market our low-carbon fuels based on regional policies, feedstock preferences, CI scores, and our ability to obtain fuel pathways. A significant portion of our low-carbon fuels are sold in California and Canada. We are exposed to the volatility in the market price of LCFS program credits. We cannot predict the future prices of LCFS program credits. Prices for LCFS program credits are dependent upon a variety of factors, including, as applicable, changes in regulations, the availability of LCFS program credits for purchase, transportation fuel production levels, which can vary significantly each quarter, approved CI pathways, and CI scores. If an insufficient number of LCFS program credits are available for purchase, if we have to pay significantly higher prices for them, or if we are otherwise unable to meet other obligations under the LCFS programs, our business, financial condition, results of operations, and liquidity could be adversely affected.

In addition to state LCFS (e.g., California LCFS, Oregon CFP and Washington CFS), and certain carbon cap and trade programs (e.g., Washington CCA and Oregon CPP), we do business in multiple jurisdictions that have issued, or are considering issuing, similar low-carbon fuel regulations, policies, and standards. The LCFS, carbon cap and trade programs and similar U.S. state and international low carbon fuel regulations, policies, and standards are extremely complex, often have different or conflicting requirements or methodologies, and are frequently evolving, requiring us to periodically update our systems and controls to maintain compliance, which could require significant expenditures, and presents an increased risk of administrative error. Our Refining segment could be materially and adversely affected if (i) we are unable to comply with these programs in the states where we sell our petroleum products or we incur a significant cost to comply or (ii) we are unable to continue to sell our products in markets where we currently sell our products. While these regulations, policies and standards may materially and adversely impact our Refining segment, they do create opportunity for our Renewables segment. As a result, our Renewables segment could be materially and adversely affected if (i) these regulations, policies, and standards are adversely changed, not enforced, or discontinued, (ii) the benefits therefrom (such as the blender’s tax credit and other incentives) are reduced, (iii) any of the products we produce are deemed not to qualify for compliance therewith, or (iv) we are unable to satisfy or maintain any approved pathways. Such changes could also negatively impact the economic assumptions and projections with respect to many of our Renewables segment investments and could have a material adverse impact on the returns achieved from those investments.

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

(c) Common Stock Repurchases Made in the Quarter

The following table discloses purchases of shares of our common stock made by us during the third quarter of 2025:

Period						Total Number of Shares Purchased						Average Price Paid per Share						Total Number  of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
						(In millions, except share and per share data)
July 2025						—						$	—					—						$	749
August 2025						457,600						$	48.56					457,600						$	726
September 2025						2,676,476						$	51.40					2,676,476						$	589
Total for July - September 2025						3,134,076												3,134,076

(1)In May 2024, our Board of Directors approved a $1.0 billion share repurchase program (the “May 2024 Share Repurchase Program”), which replaced all existing share repurchase programs. The May 2024 Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. Privately negotiated repurchases from REH Advisors Inc. (“REH”) are also authorized under the May 2024 Share Repurchase Program, subject to REH’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. In addition, we are authorized by our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. The May 2024 Share Repurchase Program may be discontinued at any time by our Board of Directors. As of September 30, 2025, we had remaining authorization to repurchase up to $589 million under the May 2024 Share Repurchase Program.

On September 16, 2025, we repurchased 1,948,558 shares of our outstanding common stock from REH in a privately negotiated transaction under the May 2024 Share Repurchase Program and pursuant to the Stock Purchase Agreement, dated September 16, 2025 (the “September 2025 Stock Purchase Agreement”), between us and REH. The price paid under the September 2025 Stock Purchase Agreement was $51.32 per share resulting in an aggregate purchase price of $100 million. The purchase price was funded with cash on hand.

Item 5. Other Information

None.

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Item 6.Exhibits

Exhibit Number						Description
3.1						Second Amended and Restated Certificate of Incorporation of HF Sinclair Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed May 15, 2025, File No. 1-41325).
3.2						Amended and Restated By-Laws of HF Sinclair Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed February 6, 2024, File No. 1-41325).
4.1						Fourth Supplemental Indenture, dated as of August 18, 2025, between HF Sinclair Corporation and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of Registrant’s Current Report on Form 8-K filed August 18, 2025, File No. 1-41325).
10.1						Stock Purchase Agreement, dated as of September 16, 2025, by and between HF Sinclair Corporation and REH Advisors Inc. (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed September 17, 2025, File No. 1-41325).
31.1*						Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101++						The following financial information from HF Sinclair Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted as inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104++						Cover page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*    Filed herewith.

**    Furnished herewith.

++    Filed electronically herewith.

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						HF SINCLAIR CORPORATION
						(Registrant)
Date: October 30, 2025									/s/ Atanas H. Atanasov
									Atanas H. Atanasov
									Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: October 30, 2025									/s/ Vivek Garg
									Vivek Garg
									Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

64

FAQ

How did HF Sinclair (DINO) perform in Q3 2025?

Sales were $7,251 million and net income attributable to stockholders was $403 million, with diluted EPS of $2.15.

What were HF Sinclair’s cash flow and cash balances year-to-date 2025?

Net cash provided by operating activities was $1,307 million, and cash and cash equivalents were $1,451 million as of September 30, 2025.

What changes did HF Sinclair make to its credit facilities?

It entered a new $2.0 billion unsecured revolver maturing in April 2030, with $128 million of letters of credit outstanding and no borrowings.

What debt did HF Sinclair issue and retire in 2025?

Issued $1.4B notes in January (5.750% 2031; 6.250% 2035) and $500M in August (5.500% 2032), and repurchased an aggregate $847M of 2026–2027 notes.

How did inventory valuation affect results?

Lower of cost or market adjustments were $66 million in Q3 2025 versus $202 million in Q3 2024; the LCM reserve was $386 million at quarter-end.

What shareholder returns did HF Sinclair provide in Q3 2025?

It declared a $0.50 per share dividend and repurchased treasury stock; year-to-date treasury stock purchases totaled $211 million.

What were outstanding common shares near quarter-end?

There were 183,948,233 shares outstanding on October 24, 2025.