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 March 31, 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

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  ☒

188,409,780 shares of Common Stock, par value $0.01 per share, were outstanding on April 28, 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 (Loss) (Unaudited)	8
Consolidated Statements of Cash Flows (Unaudited)	9
Consolidated Statements of Equity (Unaudited)	10
Notes to Consolidated Financial Statements (Unaudited):	11
Note 1: Description of Business and Summary of Significant Accounting Policies	11
Note 2: Cushing Connect Joint Venture	11
Note 3: Revenues	12
Note 4: Other Income (Expense), Net	14
Note 5: Fair Value Measurements	14
Note 6: Earnings Per Share	16
Note 7: Stock-Based Compensation	16
Note 8: Inventories	17
Note 9: Accrued Liabilities and Other Long-Term Liabilities	17
Note 10: Environmental	18
Note 11: Income Taxes	18
Note 12: Debt	18
Note 13: Derivative Instruments and Hedging Activities	21
Note 14: Stockholders’ Equity	24
Note 15: Other Comprehensive Income (Loss)	24
Note 16: Commitments and Contingencies	25
Note 17: Segment Information	27
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Overview	29
Results of Operations	31
Liquidity and Capital Resources	39
Critical Accounting Estimates	42
Risk Management	43
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles	45
Item 3. Quantitative and Qualitative Disclosures About Market Risk	49
Item 4. Controls and Procedures	50
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	51
Item 1A. Risk Factors	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 5. Other Information	53
Item 6. Exhibits	54
Signatures	55

2

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 change 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 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, the Israel-Gaza and Hezbollah conflict, 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

•general economic conditions, including uncertainties regarding trade policies, such as the imposition 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 and in Part II, Item 1A in this Quarterly Report on Form 10-Q as well as 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

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 relates 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.

5

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HF SINCLAIR CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	March 31, 2025		December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	547	$	800
Accounts receivable, net: Product and transportation	1,105		1,074
Crude oil resales	204		177
	1,309		1,251
Inventories: Crude oil and refined products (Note 8)	2,680		2,495
Materials, supplies and other	295		303
	2,975		2,798
Income taxes receivable	70		70
Prepayments and other	86		95
Total current assets	4,987		5,014
Properties, plants and equipment, at cost	11,003		10,931
Less: accumulated depreciation	(4,485)		(4,373)
	6,518		6,558
Operating lease right-of-use assets	343		355
Other assets: Turnaround costs	794		777
Goodwill	2,978		2,977
Intangibles and other	922		962
	4,694		4,716
Total assets	$	16,542	$	16,643
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,124	$	2,236
Income taxes payable	2		3
Operating lease liabilities	77		77
Current debt (Note 12)	—		350
Accrued liabilities (Note 9)	461		377
Total current liabilities	2,664		3,043
Long-term debt, net (Note 12)	2,676		2,288
Noncurrent operating lease liabilities	289		301
Deferred income taxes	1,226		1,224
Other long-term liabilities (Note 9)	434		441
Total liabilities	7,289		7,297
Commitments and Contingencies (Note 16)
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 March 31, 2025 and December 31, 2024, respectively	2		2
Additional capital	6,003		5,998
Retained earnings	5,071		5,170
Accumulated other comprehensive loss (Note 15)	(44)		(47)
Common stock held in treasury, at cost – 34,824,132 and 34,826,009 shares as of March 31, 2025 and December 31, 2024, respectively	(1,845)		(1,845)
Total HF Sinclair stockholders’ equity	9,187		9,278
Noncontrolling interest	66		68
Total equity	9,253		9,346
Total liabilities and equity	$	16,542	$	16,643

See accompanying notes.

6

HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended March 31,
	2025		2024
Sales and other revenues (Note 3)	$	6,370	$	7,027
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)	5,476		5,927
Lower of cost or market inventory valuation adjustments (Note 8)	(117)		(219)
Operating expenses	596		607
	5,955		6,315
Selling, general and administrative expenses (1)	104		103
Depreciation and amortization	225		198
Other operating expenses, net	5		—
Total operating costs and expenses	6,289		6,616
Income from operations	81		411
Other income (expense):
Earnings of equity method investments	11		7
Interest income	9		22
Interest expense	(49)		(41)
Other income (expense), net (Note 4)	(53)		3
	(82)		(9)
Income (loss) before income taxes	(1)		402
Income tax expense (Note 11):
Current	—		70
Deferred	1		15
	1		85
Net income (loss)	(2)		317
Less: net income attributable to noncontrolling interest	2		2
Net income (loss) attributable to HF Sinclair stockholders	$	(4)	$	315
Earnings (loss) per share attributable to HF Sinclair stockholders:
Basic	$	(0.02)	$	1.57
Diluted	$	(0.02)	$	1.57
Average number of common shares outstanding (in thousands):
Basic	188,488		198,710
Diluted	188,488		198,710

(1)Exclusive of Depreciation and amortization.

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

See accompanying notes.

7

HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in millions)

	Three Months Ended March 31,
	2025		2024
Net income (loss)	$	(2)	$	317
Other comprehensive income (loss):
Foreign currency translation adjustments	5		(13)
Hedging instruments:
Change in fair value of cash flow hedging instruments	—		(4)
Loss reclassified to net income on settlement of cash flow hedging instruments	—		4
Net unrealized gain on hedging instruments	—		—
Pension and other post-retirement benefit obligations:
Post-retirement healthcare plans gain reclassified to net income	(1)		(1)
Net change in pension and other post-retirement benefit obligations	(1)		(1)
Other comprehensive income (loss) before income taxes	4		(14)
Income tax expense (benefit)	1		(3)
Other comprehensive income (loss)	3		(11)
Total comprehensive income	1		306
Less: noncontrolling interest in comprehensive income	2		2
Comprehensive income (loss) attributable to HF Sinclair stockholders	$	(1)	$	304

See accompanying notes.

8

HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	(2)	$	317
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	225		198
Asset impairments	1		—
Lower of cost or market inventory valuation adjustments	(117)		(219)
Earnings of equity method investments, net of distributions	(5)		(4)
Loss on early extinguishment of debt	15		—
Gain on sale of assets	—		(1)
Loss on sale of equity method investment	40		—
Deferred income tax expense	1		15
Equity-based compensation expense	5		5
Change in fair value – derivative instruments	20		(8)
(Increase) decrease in current assets:
Accounts receivable	(57)		(92)
Inventories	(56)		1
Income taxes receivable	—		13
Prepayments and other	—		1
Increase (decrease) in current liabilities:
Accounts payable	(105)		65
Income taxes payable	—		49
Accrued liabilities	74		31
Turnaround expenditures	(105)		(70)
Other, net	(23)		16
Net cash provided by (used for) operating activities	(89)		317
Cash flows from investing activities:
Additions to properties, plants and equipment	(86)		(89)
Proceeds from sale of assets	—		1
Investment in Osage Pipe Line Company, LLC	—		(5)
Distributions in excess of equity in earnings of equity investments	1		2
Net cash used for investing activities	(85)		(91)
Cash flows from financing activities:
Repayments under credit agreements	(350)		(62)
Proceeds from issuance of senior notes	1,394		—
Redemption of senior notes	(1,007)		—
Purchase of treasury stock	—		(170)
Dividends	(95)		(99)
Distributions to noncontrolling interests	(4)		(2)
Payments on finance leases	(3)		(3)
Deferred financing costs	(13)		—
Other, net	(2)		—
Net cash used for financing activities	(80)		(336)
Effect of exchange rate on cash flow	1		(3)
Cash and cash equivalents:
Net change for the period	(253)		(113)
Cash and cash equivalents at beginning of period	800		1,354
Cash and cash equivalents at end of period	$	547	$	1,241
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	(39)	$	(24)
Income taxes, net	$	—	$	(8)
Decrease in accrued and unpaid capital expenditures	$	(5)	$	(6)

See accompanying notes.

9

HF SINCLAIR CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

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

	Three Months Ended March 31, 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 (loss)	—	—		—		(4)		—		—	—		2		(2)
Dividends ($0.50 declared per common share)	—	—		—		(95)		—		—	—		—		(95)
Other comprehensive income, net of tax	—	—		—		—		3		—	—		—		3
Issuance of common shares under incentive compensation plans	—	—		—		—		—		(3)	—		—		—
Equity-based compensation	—	—		5		—		—		—	—		—		5
Purchase of treasury stock, inclusive of excise tax	—	—		—		—		—		1	—		—		—
Distributions to noncontrolling interest holders	—	—		—		—		—		—	—		(4)		(4)
Balance at March 31, 2025	223,231	$	2	$	6,003	$	5,071	$	(44)	34,824	$	(1,845)	$	66	$	9,253

	Three Months Ended March 31, 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	—	—		—		315		—		—	—		2		317
Dividends ($0.50 declared per common share)	—	—		—		(99)		—		—	—		—		(99)
Other comprehensive loss, net of tax	—	—		—		—		(11)		—	—		—		(11)
Issuance of common shares under incentive compensation plans	—	—		(8)		—		—		(147)	8		—		—
Equity-based compensation	—	—		5		—		—		—	—		—		5
Purchase of treasury stock, inclusive of excise tax	—	—		—		—		—		2,988	(172)		—		(172)
Distributions to noncontrolling interest holders	—	—		—		—		—		—	—		(2)		(2)
Balance at March 31, 2024	223,231	$	2	$	5,991	$	5,595	$	(23)	26,077	$	(1,358)	$	68	$	10,275

(1)In thousands.

See accompanying notes.

10

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1:Description of Business and Presentation of Financial Statements

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 1,600 branded stations and license the use of the Sinclair brand at 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 March 31, 2025, the consolidated statements of operations, comprehensive income (loss), cash flows and equity for the three months ended March 31, 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.

NOTE 2:Cushing Connect Joint Venture

We, through our wholly owned subsidiary HEP Cushing LLC, 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.

11

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 LLC, creditors of the Cushing Connect Entities have no recourse to our assets. Any recourse to HEP Cushing LLC would be limited to the extent of HEP Cushing LLC’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:

	March 31, 2025		December 31, 2024
	(In millions)
Cash and cash equivalents	$	1	$	5
Properties, plants and equipment, at cost	$	103	$	103
Accumulated depreciation	$	(12)	$	(12)
Intangibles and other	$	29	$	30

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 March 31,
	2025		2024
	(In millions)
Revenues by type: (1)
Refined product revenues:
Transportation fuels (2)	$	4,961	$	5,555
Lubricants and specialty products (3)	597		614
Asphalt, fuel oil and other products (4)	319		483
Total refined product revenues	5,877		6,652
Excess crude oil revenues (5)	383		267
Transportation and logistics services	29		23
Other revenues (6)	81		85
Total sales and other revenues	$	6,370	$	7,027

12

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Three Months Ended March 31,
	2025		2024
	(In millions)
Refined product revenues by market: (1)
United States:
Mid-Continent	$	2,125	$	2,423
Southwest	854		1,065
Rocky Mountains	1,227		1,400
Northwest	1,151		1,218
Northeast	232		219
Canada	217		256
Europe, Asia and Latin America	71		71
Total refined product revenues	$	5,877	$	6,652

(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 segment.

As of March 31, 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 under Accounting Standards Codification (ASC) 606-10-50-14A. 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)	26	25	17	33	101

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 March 31, 2025, are presented below:

Contractual Minimum	Remainder of 2025		2026		2027		Thereafter		Total
	(In millions)
Midstream operations revenues	$	12	$	8	$	8	$	36	$	64

13

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4:Other Income (Expense), Net

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

	Three Months Ended March 31,
	2025		2024
	(In millions)
Loss on early extinguishment of debt	$	(15)	$	—
Gain on foreign currency transactions	1		1
Loss on sale of equity method investment (1)	(40)		—
Gain on sale of assets and other	1		2
Other income (expense), net	$	(53)	$	3

(1)During the three months ended March 31, 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.

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 March 31, 2025 and December 31, 2024 were as follows:

			Fair Value by Input Level
	Carrying Amount		Level 1		Level 2		Level 3
	(In millions)
March 31, 2025
Assets:
Commodity forward contracts	$	1	$	—	$	1	$	—
Foreign currency forward contracts	11		—		11		—
Total assets	$	12	$	—	$	12	$	—
Liabilities:
NYMEX futures contracts	$	9	$	9	$	—	$	—
Commodity forward contracts	1		—		1		—
Foreign currency forward contracts	1		—		1		—
Environmental credit obligations	61		—		61		—
Total liabilities	$	72	$	9	$	63	$	—

14

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

			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	$	—

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 based on values provided by a third party, which were 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.

15

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 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 March 31,
	2025		2024
	(In millions, except share and per share data)
Net income (loss) attributable to HF Sinclair stockholders	$	(4)	$	315
Less: participating securities’ share in earnings (1)	1		2
Net income (loss) attributable to common shares	$	(5)	$	313
Average number of common shares outstanding (in thousands):
Basic	188,488		198,710
Diluted	188,488		198,710
Basic earnings (loss) per share	$	(0.02)	$	1.57
Diluted earnings (loss) per share	$	(0.02)	$	1.57

(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.

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 (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 $5 million for each of the three months ended March 31, 2025 and 2024.

A summary of restricted stock units and performance share units activity during the three months ended March 31, 2025, is presented below:

	Restricted Stock Units	Performance Share Units
Outstanding at January 1, 2025	951,690	622,427
Vested	(3,140)	—
Forfeited	(19,522)	—
Outstanding at March 31, 2025	929,028	622,427

16

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8:Inventories

Inventories consist of the following components:

	March 31, 2025		December 31, 2024
	(In millions)
Crude oil	$	755	$	799
Other raw materials and unfinished products (1)	723		656
Finished products (2)	1,374		1,329
Lower of cost or market reserve	(172)		(289)
Crude oil and refined products	2,680		2,495
Process chemicals (3)	46		43
Repair and maintenance supplies and other (4)	249		260
Materials, supplies and other	295		303
Total inventories	$	2,975	$	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.

Our Refining and Renewables segment inventories are valued at the lower of LIFO 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, 2023	$	221	$	111	$	332
Lower of cost or market inventory valuation adjustments	(32)		(11)		(43)
Balance at December 31, 2024	$	189	$	100	$	289
Lower of cost or market inventory valuation adjustments	(116)		(1)		(117)
Balance at March 31, 2025	$	73	$	99	$	172

NOTE 9:Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities consist of the following:

	March 31, 2025		December 31, 2024
	(In millions)
Accrued interest expense	$	42	$	38
Accrued taxes other than income	36		28
Derivatives	11		2
Environmental liabilities	22		27
Precious metal financing	36		32
Right-of-use financing lease liabilities	12		11
Wage and other employee-related liabilities	96		85
Environmental credit obligations	71		17
Other	135		137
Total accrued liabilities	$	461	$	377

17

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other long-term liabilities consist of the following:

	March 31, 2025		December 31, 2024
	(In millions)
Environmental liabilities	$	166	$	163
Right-of-use financing lease liabilities	71		71
Asset retirement obligations	72		66
Other	125		141
Total other long-term liabilities	$	434	$	441

NOTE 10:Environmental

These accruals include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated.

The table below presents the expenses and adjustments incurred for environmental remediation obligations:

	Three Months Ended March 31,
Environmental Remediation	2025		2024
	(in millions)
Environmental remediation expense	$	(1)	$	2

The table below presents the accrued environmental liabilities reflected on the consolidated balance sheets:

Environmental Remediation	Balance Sheet Classification	March 31, 2025		December 31, 2024
		(in millions)
Current portion	Accrued liabilities	$	22	$	27
Long-term portion	Other long-term liabilities	166		163
Total accrued environmental liabilities		$	188	$	190

NOTE 11:Income Taxes

For the three months ended March 31, 2025, we recorded income tax expense of $1 million compared to $85 million for the three months ended March 31, 2024. This decrease was principally due to lower pre-tax income during the three months ended March 31, 2025, compared to the same period of 2024. Our effective tax rates were (205.2)% and 21.3% for the three months ended March 31, 2025 and 2024, respectively. Due to rounding of reported numbers, some amounts may not calculate exactly. The difference between the U.S. federal statutory rate and the effective tax rate for the three months ended March 31, 2025 is primarily due to the relationship between pre-tax results, taxable permanent differences and discrete tax adjustments. The difference between the U.S. federal statutory rate and the effective tax rate for the three months ended March 31, 2024 is primarily due to the relationship between pre-tax results and non-taxable permanent differences.

NOTE 12:Debt

Credit Agreements

As of March 31, 2025, we had a $1.65 billion senior unsecured revolving credit facility maturing in April 2026 (the “HF Sinclair Credit Agreement”). The HF Sinclair Credit Agreement could be used for revolving credit loans and letters of credit from time to time and was available to fund general corporate purposes. At March 31, 2025, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling a nominal amount under the HF Sinclair Credit Agreement.

18

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Additionally, as of March 31, 2025, our wholly owned subsidiary, HEP, had a $1.2 billion senior secured revolving credit facility maturing in July 2025 (the “HEP Credit Agreement”). The HEP Credit Agreement was available to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general corporate purposes. It was also available to fund letters of credit up to a $50 million sub-limit and had an accordion feature that allowed us to increase the commitments under the HEP Credit Agreement up to a maximum amount of $1.7 billion. At March 31, 2025, we were in compliance with all of its covenants, had no outstanding borrowings and had no outstanding letters of credit under the HEP Credit Agreement.

Indebtedness under the HF Sinclair Credit Agreement and the HEP Credit Agreement bore interest, at our option, for borrowings in U.S. dollars at either (a) a base rate equal to the sum of (1) the highest of (i) the prime rate (as publicly announced from time to time by the applicable administrative agent), (ii) the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement and as defined as the “Federal Funds Rate” in the HEP Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement and as defined as “Adjusted Term SOFR” in the HEP Credit Agreement) for a one-month interest period plus 1%, plus (2) an applicable margin for base rate loans ranging from 0.25% to 1.125%, or (b) the sum of (1) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement and as defined as “Adjusted Term SOFR” in the HEP Credit Agreement) for the applicable interest period, plus (2) an applicable margin for term SOFR loans ranging from 1.25% to 2.125%. The HF Sinclair Credit Agreement allowed for borrowings in Sterling and Euros with similar interest rates. In each case, the applicable margin was based on HF Sinclair’s debt rating assigned by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. The weighted average interest rate in effect under the HEP Credit Agreement on our borrowings was 6.03% as of March 31, 2025.

During the three months ended March 31, 2025, we repaid $350 million under the HEP Credit Agreement.

On April 3, 2025, we terminated the HF Sinclair Credit Agreement and HEP Credit Agreement and entered into a new $2.0 billion senior unsecured revolving credit facility maturing in April 2030 (the “New HF Sinclair Credit Agreement”), which also 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 New HF Sinclair Credit Agreement. The New 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, by HF Sinclair as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (the “Guaranty”), and the Guaranty was terminated. Neither HF Sinclair nor HEP paid any prepayment penalties in connection with the termination of the preexisting HF Sinclair Credit Agreement or the HEP Credit Agreement.

Indebtedness under the New HF Sinclair Credit Agreement bears interest, at our option, at either (a) the greatest 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 New HF Sinclair Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the New 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 New 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.

Senior Notes Offering, Tender Offer and Redemption

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 “New HFS Notes”) for net proceeds of approximately $1.38 billion, after deducting the underwriters’ discount and commissions and offering expenses. The New HFS Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

19

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the period ended March 31, 2025, we used a portion of the funds to complete early settlement of a cash tender offer for $647 million in aggregate principal amount (the “Tender Offer”) as follows:

Maturity Date	Issuer	Aggregate Principal Amount Accepted		Purchase Price Including Premium		Interest Paid
April 2027	HF Sinclair	$	150	$	153	$	3
April 2026	HF Sinclair	449		452		9
April 2026	HollyFrontier	48		49		1
Total		$	647	$	654	$	13

Additionally, during the period ended March 31, 2025, we used net proceeds from the New HFS Notes offering to repay and redeem the following aggregate principal amounts outstanding:

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

•$194 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

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

We recognized an early extinguishment loss of $15 million, inclusive of unamortized discount and debt issuance costs, as a result of the Tender Offer and redemptions.

Senior Notes

Our unsecured senior notes and unsubordinated obligations (as set forth in the table below under “HF Sinclair Financing Arrangements”) 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 13. These financing arrangements are recorded at a Level 2 fair value totaling $36 million and $31 million at March 31, 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.

We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities with our lenders. At March 31, 2025, there were no letters of credit outstanding under such credit facilities.

20

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

		Carrying Amount (1)
	Maturity Date	March 31, 2025		December 31, 2024
		(In millions)
HF Sinclair Senior Notes:
5.875% Senior Notes	April 2026	$	154	$	797
6.375% Senior Notes	April 2027	250		400
5.000% Senior Notes	February 2028	499		499
4.500% Senior Notes	October 2030	325		325
5.750% Senior Notes	January 2031	650		—
6.250% Senior Notes	January 2035	750		—
		2,628		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		2,704		2,300
HEP Credit Agreement	July 2025	—		350
HF Sinclair Credit Agreement	April 2026	—		—
Total Credit Agreements		—		350
Total debt at face value		2,704		2,650
Unamortized discount and debt issuance costs		(28)		(12)
Total debt		2,676		2,638
Current debt		—		(350)
Long-term debt		$	2,676	$	2,288

(1)As of March 31, 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:

	March 31, 2025		December 31, 2024
	(In millions)
HF Sinclair, HollyFrontier and HEP Senior Notes	$	2,703	$	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 March 31, 2025 and 2024.

NOTE 13: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.

21

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 contracts that lock in the prices of future sales of crude oil and refined product. 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 did not have any effective cash flow hedges in place as of March 31, 2025 and 2024, respectively.

The following table presents the realized loss reclassified from accumulated other comprehensive income into earnings due to fair value adjustments and maturities of hedging instruments under hedge accounting:

	Statement of Operations Classification	Three Months Ended March 31,
		2025		2024
		(In millions)
Derivatives designated as cash flow hedging instruments:
Commodity contracts	Sales and other revenues	$	—	$	(4)

Economic Hedges

We periodically have commodity contracts, including certain futures contracts based on NYMEX pricing, to lock in prices on forecasted inventory purchases and sales. We periodically have basis swap contracts to mitigate exposure to natural gas price volatility. We periodically have forward purchase and sale contracts to lock in basis spread differentials on forecasted crude oil and refined products purchases. 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 12 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:

	Statement of Operations Classification	Three Months Ended March 31,
		2025		2024
		(In millions)
Derivatives not designated as hedging instruments:
Commodity contracts	Cost of materials and other	$	3	$	(21)
	Interest expense	5		3
Foreign currency contracts	Other income (expense), net	—		10
	Total	$	8	$	(8)

22

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2025, we have the following notional contract volumes related to outstanding derivative instruments:

		Notional Contract Volumes by Year of Maturity
	Total Outstanding Notional	2025	2026	Unit of Measure
Derivatives not designated as hedging instruments:
NYMEX futures (WTI) - short	2,415,000	2,415,000	—	Barrels
Forward gasoline and diesel contracts - long	160,000	160,000	—	Barrels
Foreign currency forward contracts	376,238,263	278,179,095	98,059,168	U.S. dollar
Forward commodity contracts (platinum)	34,628	15,524	19,104	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)
March 31, 2025
Derivatives not designated as cash flow hedging instruments:
NYMEX futures contracts	$	—	$	—	$	—	$	9	$	—	$	9
Commodity forward contracts	1		—		1		1		—		1
Foreign currency forward contracts	11		—		11		1		—		1
	$	12	$	—	$	12	$	11	$	—	$	11
Total net balance					$	12					$	11
Balance sheet classification:	Prepayments and other				$	12	Accrued liabilities				$	11

	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	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

23

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 14: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, including the approximately $214 million remaining under the share purchase program approved by our Board of Directors in August 2023. 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.

As of March 31, 2025, we had remaining authorization to repurchase up to $799 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 months ended March 31, 2025 and 2024:

	Three Months Ended March 31,
	2025		2024
	(In millions, except share data)
Number of shares repurchased (1)	—		2,930,742
Cash paid for shares repurchased	$	—	$	166

(1)During the three months ended March 31, 2024, 1,516,326 shares were repurchased for $85 million pursuant to privately negotiated repurchases from REH Company. No such privately negotiated repurchases were made during the three months ended March 31, 2025.

During the three months ended March 31, 2025 and 2024, we withheld 1,221 and 58,082 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.

On May 1, 2025, our Board of Directors announced that it declared a regular quarterly dividend in the amount of $0.50 per share, payable on June 3, 2025 to holders of record of common stock on May 15, 2025.

NOTE 15: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 March 31, 2025
Net change in foreign currency translation adjustment	$	5	$	1	$	4
Net change in pension and other post-retirement benefit obligations	(1)		—		(1)
Other comprehensive income attributable to HF Sinclair stockholders	$	4	$	1	$	3
Three Months Ended March 31, 2024
Net change in foreign currency translation adjustment	$	(13)	$	(3)	$	(10)
Net change in pension and other post-retirement benefit obligations	(1)		—		(1)
Other comprehensive loss attributable to HF Sinclair stockholders	$	(14)	$	(3)	$	(11)

24

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 March 31,
	2025		2024
AOCI Component	Gain (Loss) Reclassified from AOCI				Statement of Operations Line Item
	(In millions)
Hedging instruments:
Commodity price swaps	$	—	$	(4)	Sales and other revenues
	—		(1)		Income tax benefit
	—		(3)		Net of tax
Other post-retirement benefit obligations:
Post-retirement healthcare obligations	1		1		Other, net
	—		—		Income tax expense
	1		1		Net of tax
Total reclassifications for the period	$	1	$	(2)

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

	March 31, 2025		December 31, 2024
	(In millions)
Foreign currency translation adjustment	$	(53)	$	(57)
Unrealized gain on post-retirement benefit obligations	9		10
Accumulated other comprehensive loss	$	(44)	$	(47)

NOTE 16: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.

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.

25

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In addition, pursuant to the June 2022 and April 2022 decisions, respectively, the EPA established an alternative compliance demonstration to not impose any obligations on small refineries that had exemptions reversed for the 2016 and 2018 compliance years. 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.

It is too early to determine the final impact of the DC Circuit’s decisions. We are unable to estimate the costs we may incur, if any, at this time.

Navajo

HF Sinclair Navajo Refining LLC (“HFS Navajo”) has been engaged in discussions with, and has responded to document requests from, the EPA, the United States Department of Justice (the “DOJ”) and the New Mexico Environment Department (“NMED”) (collectively, the “Navajo Matter Government Agencies”) 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. The discussions have included the following topics: (a) alleged noncompliance with CAA’s National Emission Standards for Hazardous Air Pollutants (“NESHAP”) and New Source Performance Standards (“NSPS”) at the Artesia refinery, which were set forth in a Notice of Violation (“May 2020 NOV”) issued by the EPA in May 2020; (b) a Post Inspection Notice issued in June 2020 by the NMED, alleging noncompliance issues similar to those alleged by the EPA in its May 2020 NOV as well as alleged noncompliance with the State Implementation Plan (“SIP”) and the Title V permit operating programs; (c) an information request issued in September 2020 by the EPA, pursuant to CAA Section 114, related to benzene fenceline monitoring, flare fuel gas, leak detection and repair, storage vessels and tanks, and other information regarding the Artesia refinery; (d) an information request issued by the EPA in May 2021, pursuant to CAA Section 114, requesting additional information and testing related to certain tanks at the Artesia refinery; and (e) informal information requests related to, among other things, the Artesia refinery’s wastewater treatment plant, oil water separators and heat exchangers. In April 2022, June 2023 and August 2023, the EPA alleged additional CAA noncompliance at the Artesia refinery beyond the allegations in the May 2020 NOV, including alleged noncompliance with NESHAP, NSPS, SIP, Title V and other requirements.

Beginning in the spring of 2021, HFS Navajo and the Navajo Matter Government Agencies began monthly meetings to discuss potential injunctive relief measures to address the alleged noncompliance at the Artesia refinery. In September 2021 and August 2023, the EPA presented to HFS Navajo potential claims for alleged noncompliance with a 2002 consent decree. In September 2024, the Navajo Matter Government Agencies presented to HFS Navajo a proposed penalty demand for the alleged noncompliance at the Artesia refinery.

On January 17, 2025, HFS Navajo reached a settlement agreement with the EPA, DOJ, and the NMED, and a new consent decree was lodged with the U.S. District Court for the District of New Mexico (the “2025 Consent Decree”) to resolve alleged CAA and New Mexico Air Quality Control Act violations as well as alleged violations of the 2002 consent decree at the Artesia refinery. The 30-day public comment period for the 2025 Consent Decree has expired, and, on April 25, 2025, the Navajo Matter Government Agencies filed a motion to enter the 2025 Consent Decree with the U.S. District Court. The 2025 Consent Decree will become effective after Court approval.

Under the 2025 Consent Decree, HFS Navajo must 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; and (2) $7 million to the United States and $7 million to the State of New Mexico by January 31, 2026. 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.

26

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 17: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 Inc.’s 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 Inc.’s 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 Company LLC, 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.

The Midstream segment includes all of the operations of 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). Other income (expense) 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 the consolidated financial statements.

27

HF SINCLAIR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Refining		Renewables		Marketing		Lubricants & Specialties		Midstream		Corporate, Other and Eliminations		Consolidated Total
	(In millions)
Three Months Ended March 31, 2025
Sales and other revenues:
Revenues from external customers	$	4,923	$	94	$	686	$	638	$	29	$	—	$	6,370
Intersegment revenues and other (1)	728		96		—		—		127		(951)		—
	5,651		190		686		638		156		(951)		6,370
Cost of sales: (2)
Cost of materials and other (3)	5,140		183		652		453		—		(952)		5,476
Lower of cost or market inventory valuation adjustments	(116)		(1)		—		—		—		—		(117)
Operating expenses	461		23		—		64		46		2		596
	5,485		205		652		517		46		(950)		5,955
Selling, general and administrative expenses (2)	54		1		7		36		2		4		104
Depreciation and amortization	137		23		7		22		18		18		225
Other operating expenses, net	5		—		—		—		—		—		5
Income (loss) from operations	$	(30)	$	(39)	$	20	$	63	$	90	$	(23)	$	81
Earnings of equity method investments	—		—		—		—		12		(1)		11
Interest income	—		—		—		2		3		4		9
Interest expense	—		(2)		—		—		(3)		(44)		(49)
Other income (expense), net	—		—		—		—		(39)		(14)		(53)
Income (loss) before income taxes	$	(30)	$	(41)	$	20	$	65	$	63	$	(78)	$	(1)
Capital expenditures	$	58	$	1	$	6	$	10	$	9	$	2	$	86
Three Months Ended March 31, 2024
Sales and other revenues:
Revenues from external customers	$	5,373	$	179	$	776	$	676	$	23	$	—	$	7,027
Intersegment revenues and other (1)	831		60		—		2		132		(1,025)		—
	6,204		239		776		678		155		(1,025)		7,027
Cost of sales: (2)
Cost of materials and other (3)	5,475		230		753		493		—		(1,024)		5,927
Lower of cost or market inventory valuation adjustments	(220)		1		—		—		—		—		(219)
Operating expenses	472		26		—		64		46		(1)		607
	5,727		257		753		557		46		(1,025)		6,315
Selling, general and administrative expenses (2)	48		1		8		34		4		8		103
Depreciation and amortization	117		20		6		22		20		13		198
Income (loss) from operations	$	312	$	(39)	$	9	$	65	$	85	$	(21)	$	411
Earnings of equity method investments	—		—		—		—		7		—		7
Interest income	—		—		—		2		2		18		22
Interest expense	—		(2)		—		—		(8)		(31)		(41)
Other income (expense), net	—		—		—		—		—		3		3
Income (loss) before income taxes	$	312	$	(41)	$	9	$	67	$	86	$	(31)	$	402
Capital expenditures	$	55	$	3	$	8	$	5	$	8	$	10	$	89

(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.

28

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 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 1,600 branded stations and license the use of the Sinclair brand at 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 March 31, 2025, Net loss attributable to HF Sinclair stockholders was $4 million compared to a Net income attributable to HF Sinclair stockholders of $315 million for the same period last year.

In the Refining segment, while financial results improved from the prior quarter, we continued to see lower refining margins in the Mid-Continent and West regions for the three months ended March 31, 2025. Additionally, our results were impacted by the planned turnaround at our Tulsa refinery. For the second quarter of 2025, we expect to run between 600,000-630,000 barrels per day of crude oil, which reflects the completion of the planned turnaround at our Tulsa refinery, as well as the planned turnaround at our Parco refinery.

In the Renewables segment, while sales volumes declined, we saw improved RINs and Low Carbon Fuel Standard (“LCFS”) prices in the first quarter of 2025. Additionally, we did not recognize a benefit relating to the Producer’s Tax Credit (“PTC”) in the first quarter of 2025 due to uncertainty surrounding the implementation of the legislation. For the second quarter of 2025, we expect comparable RINs and LCFS prices to the current quarter and for our results to continue to be impacted by the uncertainty surrounding implementation of the PTC legislation.

In the Marketing segment, we continued to see strong value in the Sinclair branded sites during the three months ended March 31, 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. During the three months ended March 31, 2025, we added 37 net new branded sites.

In the Lubricants & Specialties segment, we saw strong performance driven by sales mix optimization and base oil integration across our portfolio, partially offset by lower sales volume during the three months ended March 31, 2025. For the second quarter of 2025, our results will be impacted by the planned turnaround at our Mississauga facility.

In the Midstream segment, our results continued to benefit from increased volumes, higher pipeline revenues and lower selling, general and administrative expenses during the three months ended March 31, 2025. Additionally, we assigned our 50% ownership interest in Cheyenne Pipeline, LLC to our joint venture partner in exchange for the cancellation of certain future commitments.

We continue to adjust our operational plans to evolving market conditions. The extent to which our future results are affected by volatile regional and global economic conditions will depend on various factors and consequences beyond our control.

29

On May 7, 2024, our Board of Directors authorized a $1.0 billion share repurchase program (the “May 2024 Share Repurchase Program”). 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 May 1, 2025, our Board of Directors announced that it declared a regular quarterly dividend in the amount of $0.50 per share, payable on June 3, 2025 to holders of record of common stock on May 15, 2025.

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 add annually increasing amounts 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 $138 million for the three months ended March 31, 2025. At March 31, 2025, our open RINs credit obligations were $46 million.

A more detailed discussion of our financial and operating results for the three months ended March 31, 2025 and 2024 is presented in the following sections.

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RESULTS OF OPERATIONS

Financial Data

	Three Months Ended March 31,				Change from 2024
	2025		2024		Change		Percent
	(In millions, except share and per share data)
Sales and other revenues	$	6,370	$	7,027	$	(657)	(9)	%
Operating costs and expenses:
Cost of sales: (1)
Cost of materials and other (2)	5,476		5,927		(451)		(8)	%
Lower of cost or market inventory valuation adjustments	(117)		(219)		102		(47)	%
Operating expenses	596		607		(11)		(2)	%
	5,955		6,315		(360)		(6)	%
Selling, general and administrative expenses (1)	104		103		1		1	%
Depreciation and amortization	225		198		27		14	%
Other operating expenses, net	5		—		5		(100)	%
Total operating costs and expenses	6,289		6,616		(327)		(5)	%
Income from operations	81		411		(330)		(80)	%
Other income (expense):
Earnings of equity method investments	11		7		4		57	%
Interest income	9		22		(13)		(59)	%
Interest expense	(49)		(41)		(8)		20	%
Other income (expense), net	(53)		3		(56)		(1,867)	%
	(82)		(9)		(73)		811	%
Income (loss) before income taxes	(1)		402		(403)		(100)	%
Income tax expense:
Current	—		70		(70)		(100)	%
Deferred	1		15		(14)		(93)	%
	1		85		(84)		(99)	%
Net income (loss)	(2)		317		(319)		(101)	%
Less: net income attributable to noncontrolling interest	2		2		—		—	%
Net income (loss) attributable to HF Sinclair stockholders	$	(4)	$	315	$	(319)	(101)	%
Earnings (loss) per share attributable to HF Sinclair stockholders:
Basic	$	(0.02)	$	1.57	$	(1.59)	(101)	%
Diluted	$	(0.02)	$	1.57	$	(1.59)	(101)	%
Average number of common shares outstanding (in thousands):
Basic	188,488		198,710		(10,222)		(5)	%
Diluted	188,488		198,710		(10,222)		(5)	%

(1) Exclusive of Depreciation and amortization.

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

31

Balance Sheet Data

	March 31, 2025		December 31, 2024
	(In millions)
Cash and cash equivalents	$	547	$	800
Working capital	$	2,323	$	1,971
Total assets	$	16,542	$	16,643
Total debt	$	2,676	$	2,638
Total equity	$	9,253	$	9,346

Other Financial Data 

	Three Months Ended March 31,
	2025		2024
	(In millions)
Net cash provided by (used for) operating activities	$	(89)	$	317
Net cash used for investing activities	$	(85)	$	(91)
Net cash used for financing activities	$	(80)	$	(336)
Capital expenditures	$	86	$	89
EBITDA (1)	$	262	$	617

(1)Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as Net income (loss) 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 (loss) or Income (loss) 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 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 (loss) 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 17 “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 March 31,
	2025			2024
Mid-Continent Region
Crude charge (BPD) (1)	260,610			259,030
Refinery throughput (BPD) (2)	276,490			273,890
Sales of produced refined products (BPD) (3)	255,360			272,460
Refinery utilization (4)	100.2		%	99.6		%
Average per produced barrel sold: (5)
Gross margin (6)	$	1.21		$	7.44
Adjusted refinery gross margin (7)	$	7.60		$	10.47
Less: operating expenses (8)	7.12			6.40
Adjusted refinery gross margin, less operating expenses	$	0.48		$	4.07
Operating expenses per throughput barrel (9)	$	6.57		$	6.37
Feedstocks:
Sweet crude oil	51		%	50		%
Sour crude oil	25		%	25		%
Heavy sour crude oil	18		%	19		%
Other feedstocks and blends	6		%	6		%
Total	100		%	100		%
Sales of produced refined products:
Gasolines	53		%	52		%
Diesel fuels	29		%	32		%
Jet fuels	8		%	6		%
Fuel oil	1		%	1		%
Asphalt	3		%	3		%
Base oils	4		%	4		%
LPG and other	2		%	2		%
Total	100		%	100		%

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	Three Months Ended March 31,
	2025			2024
West Region
Crude charge (BPD) (1)	345,530			345,900
Refinery throughput (BPD) (2)	370,090			369,410
Sales of produced refined products (BPD) (3)	366,430			359,010
Refinery utilization (4)	82.7		%	82.8		%
Average per produced barrel sold: (5)
Gross margin (6)	$	(0.01)		$	5.40
Adjusted refinery gross margin (7)	$	10.19		$	14.39
Less: operating expenses (8)	9.06			9.59
Adjusted refinery gross margin, less operating expenses	$	1.13		$	4.80
Operating expenses per throughput barrel (9)	$	8.97		$	9.32
Feedstocks:
Sweet crude oil	31		%	32		%
Sour crude oil	44		%	43		%
Heavy sour crude oil	12		%	12		%
Wax crude oil	6		%	7		%
Other feedstocks and blends	7		%	6		%
Total	100		%	100		%
Sales of produced refined products:
Gasolines	54		%	53		%
Diesel fuels	33		%	32		%
Jet fuels	6		%	5		%
Fuel oil	2		%	2		%
Asphalt	1		%	2		%
LPG and other	4		%	6		%
Total	100		%	100		%
Consolidated
Crude charge (BPD) (1)	606,140			604,930
Refinery throughput (BPD) (2)	646,580			643,300
Sales of produced refined products (BPD) (3)	621,790			631,470
Refinery utilization (4)	89.4		%	89.2		%
Average per produced barrel sold: (5)
Gross margin (6)	$	0.49		$	6.28
Adjusted refinery gross margin (7)	$	9.12		$	12.70
Less: operating expenses (8)	8.26			8.22
Adjusted refinery gross margin, less operating expenses	$	0.86		$	4.48
Operating expenses per throughput barrel (9)	$	7.95		$	8.06
Feedstocks:
Sweet crude oil	39		%	39		%
Sour crude oil	36		%	36		%
Heavy sour crude oil	15		%	15		%
Wax crude oil	3		%	4		%
Other feedstocks and blends	7		%	6		%
Total	100		%	100		%

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	Three Months Ended March 31,
	2025		2024
Consolidated
Sales of produced refined products:
Gasolines	53	%	53	%
Diesel fuels	31	%	32	%
Jet fuels	7	%	6	%
Fuel oil	2	%	1	%
Asphalt	2	%	2	%
Base oils	2	%	2	%
LPG and other	3	%	4	%
Total	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 March 31,
	2025		2024
Renewables
Sales of produced renewables products (in thousand gallons)	44,464		61,172
Average per produced gallon sold: (1)
Gross margin (2)	$	(0.86)	$	(0.63)
Adjusted renewables gross margin (3)	$	0.16	$	0.15
Less: operating expenses (4)	0.52		0.43
Adjusted renewables gross margin, less operating expenses	$	(0.36)	$	(0.28)

(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 renewable diesel produced at our renewable diesel units.

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 March 31,
	2025		2024
Marketing
Number of branded sites at period end (1)	1,664		1,547
Sales of refined products (in thousand gallons)	293,865		321,010
Average per gallon sold: (2)
Gross margin (3)	$	0.09	$	0.05
Adjusted marketing gross margin (4)	$	0.12	$	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 March 31,
	2025		2024
Lubricants & Specialties
Sales of produced refined products (BPD)	28,940		31,104
Sales of produced refined products:
Finished products	54	%	49	%
Base oils	26	%	27	%
Other	20	%	24	%
Total	100	%	100	%

Midstream Segment Operating Data

The following table sets forth information about our midstream operations:

	Three Months Ended March 31,
	2025	2024
Midstream
Volumes (BPD)
Pipelines:
Affiliates—refined product pipelines	163,991	164,628
Affiliates—intermediate pipelines	138,402	138,071
Affiliates—crude pipelines	424,891	441,454
	727,284	744,153
Third parties—refined product pipelines	39,753	36,723
Third parties—crude pipelines	199,023	162,493
	966,060	943,369
Terminals and loading racks: (1)
Affiliates	990,867	1,019,974
Third parties	34,915	33,110
	1,025,782	1,053,084
Total for pipelines and terminals assets (BPD)	1,991,842	1,996,453

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

Results of Operations – Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Summary

Net loss attributable to HF Sinclair stockholders for the three months ended March 31, 2025, was $4 million ($(0.02) per basic and diluted share), a $319 million decrease compared to Net income attributable to HF Sinclair stockholders of $315 million ($1.57 per basic and diluted share) for the three months ended March 31, 2024. The decrease in net income was principally driven by lower adjusted refinery gross margins in both the West and Mid-Continent regions and lower refined product sales volumes. Lower of cost or market inventory valuation adjustments related to our refining and renewables Inventories increased pre-tax earnings by $117 million and $219 million for the three months ended March 31, 2025 and 2024, respectively. Adjusted refinery gross margins for the three months ended March 31, 2025 decreased to $9.12 per produced barrel sold as compared to $12.70 for the three months ended March 31, 2024.

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Sales and Other Revenues

Sales and other revenues decreased 9.3% from $7,027 million for the three months ended March 31, 2024, to $6,370 million for the three months ended March 31, 2025, principally due to lower refined product sales prices and volumes. Sales and other revenues included $94 million, $686 million, $638 million and $29 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively, for the three months ended March 31, 2025. Sales and other revenues included $179 million, $776 million, $676 million and $23 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively, for the three months ended March 31, 2024.

Cost of Materials and Other

Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, decreased 8% from $5,927 million for the three months ended March 31, 2024, to $5,476 million for the three months ended March 31, 2025, principally due to lower crude oil costs and lower refined product sales volumes.

During the first quarter of 2025, we recognized a Lower of cost or market inventory valuation adjustment benefit of $117 million compared to $219 million during the first quarter of 2024. Within our Lubricants & Specialties segment, the FIFO impact was a benefit of $8 million for the three months ended March 31, 2025 compared to a charge of $1 million for the three months ended March 31, 2024.

Adjusted Refinery Gross Margins

Adjusted refinery gross margin per produced barrel sold decreased 28% from $12.70 for the three months ended March 31, 2024, to $9.12 for the three months ended March 31, 2025. The decrease was due to lower average sales prices per barrel, partially offset by lower crude oil and feedstock prices during the three months ended March 31, 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 2% from $607 million for the three months ended March 31, 2024, to $596 million for the three months ended March 31, 2025, primarily due to lower maintenance costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses remained relatively flat and were $104 million and $103 million for the three months ended March 31, 2025 and 2024, respectively.

Depreciation and Amortization Expenses

Depreciation and amortization increased 14% from $198 million for the three months ended March 31, 2024, to $225 million for the three months ended March 31, 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 $9 million for the three months ended March 31, 2025, compared to $22 million for the three months ended March 31, 2024. The decrease in Interest income was primarily due to the decrease in average cash balance.

Interest Expense

Interest expense was $49 million for the three months ended March 31, 2025, compared to $41 million for the three months ended March 31, 2024. This increase was primarily due to unrealized losses on precious metal financing arrangements in the first quarter of 2025.

Other Income (Expense), Net

During the three months ended March 31, 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 three months ended March 31, 2025, we recognized an early extinguishment loss on debt of $15 million, inclusive of unamortized discount and debt issuance costs, as a result of the tendering and redemption of certain debt (see Note 12 “Debt” in the Notes to the Consolidated Financial Statements for additional information).

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Income Taxes

For the three months ended March 31, 2025, we recorded income tax expense of $1 million compared to $85 million for the three months ended March 31, 2024. This decrease was principally due to lower pre-tax income during the three months ended March 31, 2025, compared to the same period of 2024. Our effective tax rates were (205.2)% and 21.3% for the three months ended March 31, 2025 and 2024, respectively. Due to rounding of reported numbers, some amounts may not calculate exactly. The difference between the U.S. federal statutory rate and the effective tax rate for the three months ended March 31, 2025 is primarily due to the relationship between pre-tax results, taxable permanent differences and discrete tax adjustments. The difference between the U.S. federal statutory rate and the effective tax rate for the three months ended March 31, 2024 is primarily due to the relationship between pre-tax results and non-taxable permanent differences.

LIQUIDITY AND CAPITAL RESOURCES

Credit Agreements

As of March 31, 2025, we had a $1.65 billion senior unsecured revolving credit facility maturing in April 2026 (the “HF Sinclair Credit Agreement”). The HF Sinclair Credit Agreement could be used for revolving credit loans and letters of credit from time to time and was available to fund general corporate purposes. At March 31, 2025, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling a nominal amount under the HF Sinclair Credit Agreement.

Additionally, as of March 31, 2025, our wholly owned subsidiary, HEP, had a $1.2 billion senior secured revolving credit facility maturing in July 2025 (the “HEP Credit Agreement”). The HEP Credit Agreement was available to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general corporate purposes. It was also available to fund letters of credit up to a $50 million sub-limit and had an accordion feature that allowed us to increase the commitments under the HEP Credit Agreement up to a maximum amount of $1.7 billion. At March 31, 2025, we were in compliance with all of its covenants, had no outstanding borrowings and had no outstanding letters of credit under the HEP Credit Agreement.

Indebtedness under the HF Sinclair Credit Agreement and the HEP Credit Agreement bore interest, at our option, for borrowings in U.S. dollars at either (a) a base rate equal to the sum of (1) the highest of (i) the prime rate (as publicly announced from time to time by the applicable administrative agent), (ii) the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement and as defined as the “Federal Funds Rate” in the HEP Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement and as defined as “Adjusted Term SOFR” in the HEP Credit Agreement) for a one-month interest period plus 1%, plus (2) an applicable margin for base rate loans ranging from 0.25% to 1.125%, or (b) the sum of (1) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement and as defined as “Adjusted Term SOFR” in the HEP Credit Agreement) for the applicable interest period, plus (2) an applicable margin for term SOFR loans ranging from 1.25% to 2.125%. The HF Sinclair Credit Agreement allowed for borrowings in Sterling and Euros with similar interest rates. In each case, the applicable margin was based on HF Sinclair’s debt rating assigned by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. The weighted average interest rate in effect under the HEP Credit Agreement on our borrowings was 6.03% as of March 31, 2025.

On April 3, 2025, we terminated the HF Sinclair Credit Agreement and HEP Credit Agreement and entered into a new $2.0 billion senior unsecured revolving credit facility maturing in April 2030 (the “New HF Sinclair Credit Agreement”), which also 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 New HF Sinclair Credit Agreement. The New 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, by HF Sinclair as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (the “Guaranty”), and the Guaranty was terminated. Neither HF Sinclair nor HEP paid any prepayment penalties in connection with the termination of the preexisting HF Sinclair Credit Agreement or the HEP Credit Agreement.

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Indebtedness under the New HF Sinclair Credit Agreement bears interest, at our option, at either (a) the greatest 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 New HF Sinclair Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the New 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 New 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.

Senior Notes Offering, Tender Offer and Redemption

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 “New HFS Notes”) for net proceeds of approximately $1.38 billion, after deducting the underwriters’ discount and commissions and offering expenses. The New HFS Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

During the period ended March 31, 2025, we used a portion of the funds to complete early settlement of a cash tender offer for $647 million in aggregate principal amount (the “Tender Offer”) as follows:

Maturity Date	Issuer	Aggregate Principal Amount Accepted		Purchase Price Including Premium		Interest Paid
April 2027	HF Sinclair	$	150	$	153	$	3
April 2026	HF Sinclair	449		452		9
April 2026	HollyFrontier	48		49		1
Total		$	647	$	654	$	13

Additionally, during the period ended March 31, 2025, we used net proceeds from the New HFS Notes offering to repay and redeem the following aggregate principal amounts outstanding:

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

•$194 million of HF Sinclair’s 5.875% Senior Notes due 2026, and

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

We recognized an early extinguishment loss of $15 million, inclusive of unamortized discount and debt issuance costs, as a result of the Tender Offer and redemptions.

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.

We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities with our lenders. At March 31, 2025, there were no letters of credit outstanding under such credit facilities.

See Note 12 “Debt” in the Notes to Consolidated Financial Statements for additional information on our debt instruments.

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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 liquidity needs for the foreseeable future. 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 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 $3.4 billion at March 31, 2025, consisting of Cash and cash equivalents of $0.5 billion, an undrawn $1.65 billion credit facility under the HF Sinclair Credit Agreement and $1.2 billion available under the HEP Credit Agreement. On April 3, 2025, we entered into the New HF Sinclair Credit Agreement and terminated the HF Sinclair Credit Agreement and HEP 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.

On May 7, 2024, our Board of Directors approved the May 2024 Share Repurchase Program. 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.

Cash Flows – Operating Activities

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Net cash flows used for operating activities were $89 million for the three months ended March 31, 2025, compared to Net cash flows provided by operating activities of $317 million for the three months ended March 31, 2024, a decrease of $406 million primarily driven by changes in working capital, decreases in net income and higher turnaround spend during the three months ended March 31, 2025. Changes in working capital decreased operating cash flows by $144 million for the three months ended March 31, 2025, and increased operating cash flows by $68 million for the three months ended March 31, 2024. Additionally, for the three months ended March 31, 2025, Turnaround expenditures were $105 million compared to $70 million for the three months ended March 31, 2024.

Cash Flows – Investing Activities and Planned Capital Expenditures

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

For the three months ended March 31, 2025, our Net cash flows used for investing activities were $85 million. Cash expenditures for Properties, plants and equipment for the three months ended March 31, 2025 were $86 million.

For the three months ended March 31, 2024, our Net cash flows used for investing activities were $91 million. Cash expenditures for Properties, plants and equipment for the three months ended March 31, 2024 were $89 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.

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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.

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

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

For the three months ended March 31, 2025, our Net cash flows used for financing activities were $80 million. During the three months ended March 31, 2025, we paid $95 million in Dividends, repaid $350 million under the HEP Credit Agreement and had net proceeds from the issuance and redemption of certain senior notes of $387 million.

For the three months ended March 31, 2024, our Net cash flows used for financing activities were $336 million. During the three months ended March 31, 2024, we repurchased $170 million of our Common stock, paid $99 million in Dividends and repaid $62 million under the HEP Credit Agreement.

Contractual Obligations and Commitments

During the three months ended March 31, 2025, we repaid $350 million under the HEP Credit Agreement, resulting in no outstanding borrowings under the HEP Credit Agreement.

There were no other significant changes to our long-term contractual obligations during this period.

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.

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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.

RISK MANAGEMENT

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.

As of March 31, 2025, we have the following notional contract volumes 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
NYMEX futures (WTI) - short	2,415,000	2,415,000	—	Barrels
Forward gasoline and diesel contracts - long	160,000	160,000	—	Barrels
Foreign currency forward contracts	376,238,263	278,179,095	98,059,168	U.S. dollar
Forward commodity contracts (platinum) (1)	34,628	15,524	19,104	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 12 “Debt” in the Notes to Consolidated Financial Statements for additional information on these financing arrangements.

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

	March 31,
Derivative Fair Value Gain (Loss)	2025		2024
	(In millions)
10% increase in underlying commodity prices	$	(17)	$	(21)
10% decrease in underlying commodity prices	$	17	$	21

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 defined in Note 12 “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 March 31, 2025, is presented below:

	Outstanding Principal		Estimated Fair Value		Estimated Change in Fair Value
	(In millions)
HF Sinclair, HollyFrontier and HEP Senior Notes	$	2,704	$	2,703	$	73

For the variable rates under the HF Sinclair Credit Agreement and the HEP Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At March 31, 2025, there were no outstanding borrowings under the HF Sinclair Credit Agreement or the HEP Credit Agreement. A hypothetical 10% change in interest rates applicable to either credit agreement would not materially affect cash flows.

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.

Financial information is reviewed on the counterparties in order to review 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.

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

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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 financial statements.

Earnings before interest, taxes, depreciation and amortization, which we refer 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 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 (loss) or Income (loss) 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 March 31,
	2025		2024
	(In millions)
Net income (loss) attributable to HF Sinclair stockholders	$	(4)	$	315
Add: interest expense	49		41
Less: interest income	(9)		(22)
Add: income tax expense	1		85
Add: depreciation and amortization	225		198
EBITDA	$	262	$	617

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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, 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. 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 March 31,
	2025		2024
	(In millions, except barrel and per barrel amounts)
Refining segment
Sales and other revenues	$	5,651	$	6,204
Cost of sales (1)	5,485		5,727
Depreciation and amortization	137		117
Gross margin	29		360
Add: lower of cost or market inventory adjustments	(116)		(220)
Add: operating expenses	461		472
Add: depreciation and amortization	137		117
Adjusted refinery gross margin	$	511	$	729
Sales of produced barrels sold (BPD) (2)	621,790		631,470
Average per produced barrel sold:
Gross margin	$	0.49	$	6.28
Add: lower of cost or market inventory adjustments	(2.09)		(3.84)
Add: operating expenses	8.26		8.22
Add: depreciation and amortization	2.46		2.04
Adjusted refinery gross margin	$	9.12	$	12.70
Less: operating expenses	8.26		8.22
Adjusted refinery gross margin, less operating expenses	$	0.86	$	4.48

(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, 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. 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 March 31,
	2025		2024
	(In millions, except gallon and per gallon amounts)
Renewables segment
Sales and other revenues	$	190	$	239
Cost of sales (1)	205		257
Depreciation and amortization	23		20
Gross margin	(38)		(38)
Add: lower of cost or market inventory adjustments	(1)		1
Add: operating expenses	23		26
Add: depreciation and amortization	23		20
Adjusted renewables gross margin	$	7	$	9
Sales of produced gallons sold (in thousand gallons)	44,464		61,172
Average per produced gallon sold:
Gross margin	$	(0.86)	$	(0.63)
Add: lower of cost or market inventory adjustments	(0.02)		0.02
Add: operating expenses	0.52		0.43
Add: depreciation and amortization	0.52		0.33
Adjusted renewables gross margin	$	0.16	$	0.15
Less: operating expenses	0.52		0.43
Adjusted renewables gross margin, less operating expenses	$	(0.36)	$	(0.28)

(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 March 31,
	2025		2024
	(In millions, except gallon and per gallon amounts)
Marketing segment
Sales and other revenues	$	686	$	776
Cost of sales (1)	652		753
Depreciation and amortization	7		6
Gross margin	27		17
Add: depreciation and amortization	7		6
Adjusted marketing gross margin	$	34	$	23
Sales of refined products (in thousand gallons)	293,865		321,010
Average per gallon sold:
Gross margin	$	0.09	$	0.05
Add: depreciation and amortization	0.03		0.02
Adjusted marketing gross margin	$	0.12	$	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 March 31, 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 March 31, 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 March 31, 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

Navajo

HF Sinclair Navajo Refining LLC (“HFS Navajo”) has been engaged in discussions with, and has responded to document requests from, the EPA, the United States Department of Justice (the “DOJ”) and the New Mexico Environment Department (“NMED”) (collectively, the “Navajo Matter Government Agencies”) 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. The discussions have included the following topics: (a) alleged noncompliance with CAA’s National Emission Standards for Hazardous Air Pollutants (“NESHAP”) and New Source Performance Standards (“NSPS”) at the Artesia refinery, which were set forth in a Notice of Violation (“May 2020 NOV”) issued by the EPA in May 2020; (b) a Post Inspection Notice issued in June 2020 by the NMED, alleging noncompliance issues similar to those alleged by the EPA in its May 2020 NOV as well as alleged noncompliance with the State Implementation Plan (“SIP”) and the Title V permit operating programs; (c) an information request issued in September 2020 by the EPA, pursuant to CAA Section 114, related to benzene fenceline monitoring, flare fuel gas, leak detection and repair, storage vessels and tanks, and other information regarding the Artesia refinery; (d) an information request issued by the EPA in May 2021, pursuant to CAA Section 114, requesting additional information and testing related to certain tanks at the Artesia refinery; and (e) informal information requests related to, among other things, the Artesia refinery’s wastewater treatment plant, oil water separators and heat exchangers. In April 2022, June 2023 and August 2023, the EPA alleged additional CAA noncompliance at the Artesia refinery beyond the allegations in the May 2020 NOV, including alleged noncompliance with NESHAP, NSPS, SIP, Title V and other requirements.

Beginning in the spring of 2021, HFS Navajo and the Navajo Matter Government Agencies began monthly meetings to discuss potential injunctive relief measures to address the alleged noncompliance at the Artesia refinery. In September 2021 and August 2023, the EPA presented to HFS Navajo potential claims for alleged noncompliance with a 2002 consent decree. In September 2024, the Navajo Matter Government Agencies presented to HFS Navajo a proposed penalty demand for the alleged noncompliance at the Artesia refinery.

On January 17, 2025, HFS Navajo reached a settlement agreement with the EPA, DOJ, and the NMED, and a new consent decree was lodged with the U.S. District Court for the District of New Mexico (the “2025 Consent Decree”) to resolve alleged CAA and New Mexico Air Quality Control Act violations as well as alleged violations of the 2002 consent decree at the Artesia refinery. The 30-day public comment period for the 2025 Consent Decree has expired, and, on April 25, 2025, the Navajo Matter Government Agencies filed a motion to enter the 2025 Consent Decree with the U.S. District Court. The 2025 Consent Decree will become effective after Court approval.

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Under the 2025 Consent Decree, HFS Navajo must 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; and (2) $7 million to the United States and $7 million to the State of New Mexico by January 31, 2026. 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.

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 EPA and the DOJ (collectively, the “PSR Matter Government Agencies”) regarding HFS Puget Sound’s compliance with the 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 continues to work with the PSR Matter Government Agencies 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 and Cheyenne 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 and Cheyenne refineries for the 2016 compliance year and denying small refinery exemption petitions for our Woods Cross and Cheyenne refineries for the 2019 and 2020 compliance years.

Various subsidiaries of HollyFrontier 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, various subsidiaries of HollyFrontier 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.

It is too early to determine the final impact of the DC Circuit’s decisions.

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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

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.

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

(c) Common Stock Repurchases Made in the Quarter

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, including the approximately $214 million remaining under the share purchase program approved by our Board of Directors in August 2023. 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.

During the first quarter of 2025, we made no common stock purchases under the May 2024 Share Repurchase Program. As of March 31, 2025, $799 million remained available for share repurchases under the May 2024 Share Repurchase Program.

Item 5. Other Information

None.

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Item 6.Exhibits

Exhibit Number	Description
3.1	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-K12B filed March 14, 2022, 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	Third Supplemental Indenture, dated as of January 23, 2025, among 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 January 23, 2025, File No. 1-41325).
10.1#	Senior Unsecured Multi-Year Revolving Credit Agreement, dated as of April 3, 2025, among HF Sinclair Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, and each of the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed April 3, 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 March 31, 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 (Loss), (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.

#    Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

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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: May 1, 2025		/s/ Atanas H. Atanasov
		Atanas H. Atanasov
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: May 1, 2025		/s/ Vivek Garg
		Vivek Garg
		Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

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