HF Sinclair sets pay for acting CEO Myers

HF Sinclair Corporation details compensation for Acting CEO and President Franklin Myers, who began serving in this temporary role on February 17, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

HF Sinclair Corporation details compensation for Acting CEO and President Franklin Myers, who began serving in this temporary role on February 17, 2026. His package includes a monthly cash stipend of $9,000 for qualifying business expenses and equity-based incentives.

Myers will receive a one-time grant of restricted stock units with a grant-date value of approximately $105,000, plus additional restricted stock unit grants of approximately $105,000 on or around the 17th of each month starting in April 2026 while he serves as Acting CEO. He participates in standard employee benefit plans, will not be paid for concurrent Board service, and the Board will review his compensation arrangements in good faith at least quarterly.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Monthly cash stipend: $9,000 per month Initial RSU grant value: $105,000 Monthly follow-on RSU grants: $105,000 each +2 more

5 metrics

Monthly cash stipend $9,000 per month For qualifying business expenses while serving as Acting CEO, from February 17, 2026

Initial RSU grant value $105,000 One-time restricted stock unit grant for Franklin Myers as Acting CEO

Monthly follow-on RSU grants $105,000 each Restricted stock unit grants on or around the 17th of each month starting April 2026

Acting CEO age 73 years Age of Franklin Myers at the time of appointment as Acting CEO

Acting CEO effective date February 17, 2026 Start date of Franklin Myers’ temporary role as CEO and President

Key Terms

Acting CEO, restricted stock units, Long Term Incentive Plan, Compensation Committee, +1 more

5 terms

Acting CEO financial

"appointed Mr. Franklin Myers, age 73, as Chief Executive Officer and President of the Company on a temporary basis, effective as of February 17, 2026 (“Acting CEO”)."

restricted stock units financial

"a one-time grant of restricted stock units, the grant date value of which shall equal approximately $105,000 (the “Initial RSU Grant”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Long Term Incentive Plan financial

"The RSU Grants will be governed by the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

Compensation Committee financial

"the Compensation Committee of the Board of Directors of the Company recommended, and the Board of Directors (the “Board”) approved, the following compensation arrangements"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

employee benefit plans and programs financial

"Mr. Myers is also entitled to participate in the Company’s employee benefit plans and programs."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did HF Sinclair (DINO) disclose for 2026?

HF Sinclair disclosed that Franklin Myers was appointed Acting Chief Executive Officer and President effective February 17, 2026. The role is temporary, and he continues as a Board member but will not receive separate Board compensation during his service as Acting CEO.

How is Acting CEO Franklin Myers compensated at HF Sinclair (DINO)?

Franklin Myers receives a monthly cash stipend of $9,000 for qualifying business expenses and restricted stock unit grants. The package combines cash and equity incentives while he serves as Acting CEO and President under arrangements approved by the Board of Directors.

What equity awards will Franklin Myers receive as Acting CEO of HF Sinclair?

Franklin Myers will receive a one-time grant of restricted stock units valued at about $105,000, plus additional monthly restricted stock unit grants also valued at about $105,000 each month starting in April 2026, for each month he serves as Acting CEO at HF Sinclair.

Does Franklin Myers get paid for HF Sinclair Board service while Acting CEO?

Franklin Myers will not receive compensation for his Board service during the period he serves as Acting CEO. His compensation is limited to the Acting CEO arrangements, including the $9,000 monthly stipend, restricted stock unit grants, and eligibility for employee benefit plans and programs.

How often will HF Sinclair review Franklin Myers’ Acting CEO compensation?

HF Sinclair’s Board will conduct a good-faith review of Franklin Myers’ compensation arrangements at least quarterly while he serves as Acting CEO. This periodic review allows the Board to reassess and, if needed, adjust his pay structure during the temporary leadership period.

Under what plan are Franklin Myers’ HF Sinclair RSU grants issued?

Franklin Myers’ restricted stock unit grants are issued under the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan. They are documented through individual restricted stock unit award agreements, using a previously filed form of award agreement with the Securities and Exchange Commission.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/31/2026 - 04:59 PM EDT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026 (March 25, 2026)

___________________

HF SINCLAIR CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware	001-41325	87-2092143
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
2323 Victory Avenue, Suite 1400
Dallas, TX		75219
(Address of principal executive offices)		(Zip code)

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

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 par value	DINO	New York Stock Exchange
Common Stock $0.01 par value	DINO	NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2026, HF Sinclair Corporation (the “Company”) appointed Mr. Franklin Myers, age 73, as Chief Executive Officer and President of the Company on a temporary basis, effective as of February 17, 2026 (“Acting CEO”).

In connection with the foregoing, the Compensation Committee of the Board of Directors of the Company recommended, and the Board of Directors (the “Board”) approved, the following compensation arrangements for Mr. Myers: (i) a monthly cash stipend for qualifying business expenses in the amount of $9,000, commencing February 17, 2026 and prorated for any partial month of service, (ii) a one-time grant of restricted stock units, the grant date value of which shall equal approximately $105,000 (the “Initial RSU Grant”), and (iii) commencing in April 2026, on or around the 17th of each calendar month in which Mr. Myers serves as Acting CEO, a grant of restricted stock units, the grant date value of which shall equal approximately $105,000 (each, a “Follow-On RSU Grant” and, together with the Initial RSU Grant, the “RSU Grants”). The RSU Grants will be governed by the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan and the applicable individual restricted stock unit award agreements to be entered into between Mr. Myers and the Company, a form of which the Company has previously filed with the Securities and Exchange Commission. Mr. Myers is also entitled to participate in the Company’s employee benefit plans and programs.

Mr. Myers will not receive compensation for his continued Board service during the period in which he serves as Acting CEO. The Board will conduct a good-faith review of Mr. Myers’ compensation arrangements at least quarterly while he serves as Acting CEO.

SIGNATURE

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


HF SINCLAIR CORPORATION

By:	/s/	Eric L. Nitcher
		Eric L. Nitcher
		Executive Vice President, General Counsel

Date: March 31, 2026

Source: View Original Filing on SEC EDGAR

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