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  4. [8-K] HF Sinclair Corp Reports Material Event

HF Sinclair (DINO) finalizes CEO Go’s exit as CFO talks remain unresolved

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HF Sinclair Corporation has finalized the departure of Chief Executive Officer and President Timothy Go through a Separation and Release Agreement effective May 11, 2026. Go resigned from all roles, including his Board seat, and confirmed his exit is not due to any disagreement over company operations or policies.

The agreement grants Go a separation payment of $4,735,000 in twelve monthly installments and continued access to group health coverage for 12 months at active employee rates if he elects COBRA. He also receives accelerated vesting of 29,616 restricted stock units and time-based vesting on 163,609 performance share units, with actual PSU payouts still tied to original performance goals.

Go’s benefits depend on honoring ongoing confidentiality, non-compete, and non-solicitation obligations and not revoking his release of claims. The filing also notes that Executive Vice President and Chief Financial Officer Atanas Atanasov remains on leave, and efforts to reach a mutually agreeable separation agreement with him have so far not succeeded.

Positive

  • None.

Negative

  • Permanent CEO departure and leadership uncertainty: Timothy Go’s exit as CEO, President, and director is now final, while discussions over a potential separation agreement with on-leave CFO Atanas Atanasov remain unresolved, raising questions about long-term leadership stability.

Insights

HF Sinclair locks in CEO exit terms while CFO uncertainty persists.

HF Sinclair has converted Timothy Go’s voluntary leave into a full separation, with his resignation from all executive and board roles effective May 11, 2026. The agreement provides $4,735,000 in severance plus partial equity vesting, conditioned on releases and ongoing restrictive covenants.

The Compensation Committee authorized vesting of 29,616 RSUs and time-based vesting on 163,609 PSUs, leaving performance hurdles intact. This structure offers Go value while still linking most performance share outcomes to future results, which can temper concerns about unearned equity windfalls.

A lingering risk factor is leadership continuity in finance: Executive Vice President and Chief Financial Officer Atanas Atanasov remains on leave, and negotiations toward a separation agreement have not reached resolution. Subsequent company filings may clarify whether HF Sinclair secures a stable long-term CEO and CFO configuration.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO separation payment $4,735,000 Severance to Timothy Go, paid over 12 months from May 11, 2026
Health coverage duration 12 months COBRA participation at active employee rates beginning on Separation Date
Outstanding RSUs at separation 129,880 RSUs Restricted stock units held by Timothy Go under long-term equity plan
Outstanding PSUs at separation 349,808 PSUs Performance share units held by Timothy Go under long-term equity plan
RSUs vesting 29,616 RSUs RSUs to vest and settle for Timothy Go under Separation Agreement
PSUs with time-based vesting 163,609 PSUs PSUs with service vesting; payouts still depend on original performance criteria
CEO separation date May 11, 2026 Timothy Go’s last day of employment and effectiveness of resignations
CFO leave start date February 24, 2026 Date Executive Vice President and CFO Atanas Atanasov went on leave
Separation and Release Agreement financial
"On May 11, 2026, the Company and Mr. Go reached a mutually agreeable arrangement and entered into a Separation and Release Agreement"
restricted stock units financial
"consisted of 129,880 restricted stock units (the “RSUs”)"
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.
performance share units financial
"and 349,808 performance share units (the “PSUs”)"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
COBRA financial
"if Mr. Go timely elects COBRA, he will be permitted to continue to participate in the Company’s group health plan"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
non-competition financial
"including, without limitation, any prior confidentiality, non-competition, no-recruitment or non-solicitation obligations"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
non-solicitation financial
"no-recruitment or non-solicitation obligations set forth in the Company’s Severance Pay Plan"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
Understanding 8-K Material Events →
HF Sinclair Corp false 0001915657 0001915657 2026-05-11 2026-05-11
 
 

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): May 11, 2026

 

 

HF SINCLAIR CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-41325   87-2092143
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

2323 Victory Avenue, Suite 1400    
Dallas, TX     75219
(Address of principal executive offices)     (Zip code)

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

Not applicable

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

 

 

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

 

☐

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

 

☐

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

 

☐

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

 

☐

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

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock $0.01 par value   DINO   New York Stock Exchange
Indicate by check mark    
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 reported on a Current Report on Form 8-K filed by HF Sinclair Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 18, 2026, Mr. Timothy Go, the Company’s Chief Executive Officer and President, and a member of the Board of Directors of the Company (the “Board”), has been on a voluntary leave from his duties since February 17, 2026. As previously reported, effective February 17, 2026, the Board appointed Mr. Franklin Myers, the Chairperson of the Board, to serve as the Company’s Chief Executive Officer and President on a temporary basis.

On May 11, 2026, the Company and Mr. Go reached a mutually agreeable arrangement and entered into a Separation and Release Agreement (the “Separation Agreement”). Under this agreement, Mr. Go’s last day of employment with the Company was May 11, 2026 (the “Separation Date”). In addition, Mr. Go resigned from the Board and agreed that any position or role he had as an agent, officer or director of the Company, its predecessors, its subsidiaries or its affiliates, will end, in each case, effective as of the Separation Date. Mr. Go has confirmed that his departure from the Company and resignation from the Board are not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Pursuant to the Separation Agreement, each of the Company and Mr. Go are providing a mutual general release of claims and Mr. Go has agreed to comply with all obligations to which Mr. Go is subject that are intended to survive the termination of his employment with the Company, including, without limitation, any prior confidentiality, non-competition, no-recruitment or non-solicitation obligations set forth in the Company’s Severance Pay Plan and Mr. Go’s individual participation agreement pursuant to the Severance Pay Plan and equity award agreements between Mr. Go and the Company (collectively, the “Continuing Obligations”).

The Separation Agreement provides that Mr. Go will receive the following severance benefits: (a) a separation payment equal to $4,735,000 to be paid in twelve substantially equal monthly installments during the 12-month period beginning on the Separation Date; and (b) if Mr. Go timely elects COBRA, he will be permitted to continue to participate in the Company’s group health plan during the 12-month period beginning on the Separation Date at active employee rates. Mr. Go’s entitlement to the foregoing severance benefits is subject to Mr. Go’s continued compliance with his Continuing Obligations.

As of the date of his entry into the Separation Agreement, Mr. Go held outstanding equity awards pursuant to the Company’s long-term equity plan that consisted of 129,880 restricted stock units (the “RSUs”), and 349,808 performance share units (the “PSUs”). In connection with entry into the Separation Agreement, the Compensation Committee of the Board, in consultation with its independent compensation consultant and outside counsel, assessed a range of inputs, including peer group practices and benchmarks, and determined that it is appropriate to cause a portion of these equity awards to become vested. As a result, the Separation Agreement provides that Mr. Go will be entitled to the vesting and settlement of (i) 29,616 of the RSUs, and the conditional vesting of 163,609 of the PSUs. In the case of all PSUs, the vesting applies only to the time-based service requirements for the awards, as the PSUs will continue to be subject to the original performance criteria during the remaining performance period for the awards. Any PSUs that become earned based upon the actual performance criteria achieved for the applicable performance period will be settled as soon as reasonably practicable following that performance period. Mr. Go’s entitlement to partial vesting of his equity awards as described above is subject to (a) Mr. Go not revoking the general release of claims granted by him under the Separation Agreement and (b) his continued compliance with the Continuing Obligations.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

As previously disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2026, Mr. Atanas Atanasov, the Company’s Executive Vice President and Chief Financial Officer, has been on leave from his duties since February 24, 2026. The Company has engaged in discussions regarding a mutually agreeable separation agreement with Mr. Atanasov. To date, the Company has not been successful in reaching such an agreement. There can be no assurance that the Company and Mr. Atanasov will reach a mutually agreeable separation agreement.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
Number		    Description
10.1    Separation and Release Agreement, dated as of May 11, 2026, between HF Sinclair Corporation and Timothy Go.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

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

 

HF SINCLAIR CORPORATION
By:  

/s/ Eric L. Nitcher

  Eric L. Nitcher
    Executive Vice President, General Counsel

Date: May 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did HF Sinclair (DINO) announce about CEO Timothy Go’s status?

HF Sinclair confirmed that CEO and President Timothy Go’s last day of employment was May 11, 2026. He resigned from the Board and all positions at the company and its affiliates, with the company stating his departure is not due to any disagreement over operations or policies.

How much severance is Timothy Go receiving from HF Sinclair (DINO)?

Timothy Go will receive a separation payment of $4,735,000, paid in twelve substantially equal monthly installments. He may also continue participating in HF Sinclair’s group health plan for 12 months at active employee rates if he timely elects COBRA coverage under the separation arrangement.

What happens to Timothy Go’s HF Sinclair (DINO) equity awards after his separation?

As of the agreement, Timothy Go held 129,880 RSUs and 349,808 PSUs. The separation provides vesting of 29,616 RSUs and time-based vesting of 163,609 PSUs, while PSU payouts remain tied to original performance criteria over their remaining performance periods.

Are Timothy Go’s severance and equity benefits from HF Sinclair (DINO) conditional?

Yes. Timothy Go’s severance and equity vesting depend on him not revoking his general release of claims and honoring ongoing confidentiality, non-competition, no-recruitment, and non-solicitation obligations contained in HF Sinclair’s Severance Pay Plan and related participation and equity award agreements.

What is the status of HF Sinclair (DINO) CFO Atanas Atanasov?

Executive Vice President and Chief Financial Officer Atanas Atanasov has been on leave since February 24, 2026. HF Sinclair has discussed a mutually agreeable separation agreement with him but has not yet reached one, and it notes there is no assurance such an agreement will be achieved.

Who is serving as HF Sinclair (DINO) CEO after Timothy Go’s separation?

The Board previously appointed Chairperson Franklin Myers to serve as Chief Executive Officer and President on a temporary basis effective February 17, 2026, when Timothy Go first went on voluntary leave. This 8-K confirms Go’s final separation but describes Myers’ role as temporary rather than permanent.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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