DINO 8-K Current Reports

Earnings & ResultsLeadership ChangesRegulation FD+1

HF Sinclair 8-K Report, Material Agreement (Oct 30, 2026)

HF Sinclair Corporation (NYSE: DINO) has entered into a Stock Purchase Agreement dated October 29, 2026 with REH Advisors Inc., under which the Company will repurchase 2,350,000 shares of its outstanding common stock from the Selling Stockholder in a privately negotiated transaction at $109.37 per share, for an aggregate purchase price of approximately $257 million. The purchase will be funded with cash on hand and is expected to close on or around November 3, 2026. The repurchased shares will be held as treasury stock. This is the twenty-third privately negotiated transaction between the Company and the Selling Stockholder, and it will be made under the Company's $1.5 billion Share Repurchase Program authorized by the Board on August 26, 2026. Upon completing the 2,350,000-share repurchase, the Company states it has repurchased $766 million of common stock under the program, inclusive of this transaction, and has approximately $734 million of authorization remaining. Future repurchases, including any additional ones from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time. The filing also addresses board representation. Under the Stockholders Agreement dated August 2, 2021, the REH Parties may designate one board member while they hold at least 5% but less than 15% of common stock. The REH Parties are expected to fall below the 15% threshold after this repurchase. If they remain below the Designation Threshold on January 13, 2027, the REH Designee must offer to resign from the Board within 30 days, and the Board will decide whether to accept.

Oct 30, 2026 8-K

HF Sinclair 8-K Report, Financial Results (Oct 28, 2026)

HF Sinclair Corporation (NYSE: DINO) reported third quarter 2026 results on October 28, 2026, with net income attributable to HF Sinclair stockholders of $2,015 million, or $11.38 per diluted share, compared with $403 million, or $2.15 per diluted share, in the third quarter of 2025. Adjusted net income attributable to stockholders was $2,079 million, or $11.75 per diluted share, versus $459 million, or $2.44 per diluted share, a year earlier. EBITDA was $2,954 million and Adjusted EBITDA was $2,984 million. The Refining segment drove the results, with Adjusted EBITDA of $2,582 million compared with $661 million in the prior-year quarter, which the company attributed principally to tight transportation fuel supply, elevated crack spreads and benefits from small refinery RINs waivers granted by the EPA. The company returned $572 million to stockholders through dividends and share repurchases in the quarter and declared a regular quarterly dividend of $0.525 per share, payable December 2, 2026. The filing also reports a leadership change. The Board appointed Steve Ledbetter, currently President and Chief Operating Officer, as Chief Executive Officer and President effective January 1, 2027. Franklin Myers will serve as CEO until that date and then as Executive Chairperson until the completion of the planned separation of the Lubricants & Specialties segment. The company said it expects to add Ledbetter to the Board at a future date, and that no compensation changes have been approved in connection with his appointment. The Lubricants & Specialties segment recorded special items tied to the retirement of its Mississauga, Ontario base oil refining assets, including a $27 million impairment, $28 million in severance costs and $54 million of incremental accelerated depreciation and amortization. The company said the planned separation of this segment, which would involve a distribution of at least 80.1% of the segment company's stock, is expected to be substantially completed during 2027.

Oct 28, 2026 8-K

Other Events

HF Sinclair 8-K Report, Corporate Update (Aug 26, 2026)

HF Sinclair Corporation's Board of Directors authorized a new $1.5 billion share repurchase program on August 26, 2026, effective that same day. The new program replaces all existing share repurchase authorizations. The filing states that approximately $11 million remained under the prior program, which was initially authorized in May 2024. Repurchases may be made in the open market, through privately negotiated transactions, or by other means in accordance with federal securities laws. The program also authorizes privately negotiated repurchases from REH Advisors Inc. ("REH"), subject to REH's interest and other limitations. Timing and amount will depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time. Separately, the Board has authorized the company to repurchase shares in an amount sufficient to offset shares issued under its compensation programs. The filing is a current report under Item 8.01 (Other Events) and does not disclose other financial results in the text provided.

Aug 26, 2026 8-K

HF Sinclair 8-K Report, Material Agreement (Aug 5, 2026)

HF Sinclair Corporation (DINO) disclosed in an 8-K filed August 5, 2026 that it entered into a Stock Purchase Agreement dated August 2, 2026 with REH Advisors Inc. to repurchase 2,375,000 shares of its common stock from the Selling Stockholder in a privately negotiated transaction. The price is $89.41 per share, for an aggregate purchase price of approximately $212 million, to be funded with cash on hand and expected to close on or around August 5, 2026. The shares will be held as treasury stock. The filing describes this as the twenty-second privately negotiated transaction between the Company and the Selling Stockholder, made under the Company's Share Repurchase Program. In connection with the agreement, the Board increased the previously disclosed $1 billion share repurchase program, authorized May 7, 2024, by $15 million, effective July 31, 2026. The Company states that it has repurchased over $1 billion of common stock under the program, inclusive of this transaction, and has approximately $11 million of authorization remaining. Future repurchases, including any additional ones from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time. The filing notes that REH Advisors Inc. is now the parent company of REH Company, LLC (formerly known as The Sinclair Companies), and refers investors to the Company's March 31, 2026 proxy statement for more on the Selling Stockholder's relationship with the Company. Completion of the transaction as expected is identified as a forward-looking risk.

Aug 5, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

HF Sinclair 8-K Report, Executive Changes (Jul 28, 2026)

HF Sinclair Corporation (DINO) filed a Current Report on Form 8-K on July 28, 2026, under Item 5.02 (Departure of Directors or Certain Officers). The filing discloses that Eric Nitcher, Executive Vice President and General Counsel, notified the Board of Directors on July 27, 2026, that he is retiring from his executive officer role, effective July 31, 2026. Mr. Nitcher is expected to remain an employee of the Corporation through the end of 2026 to facilitate an orderly transition and to assist the Corporation in an advisory capacity. The Corporation has not yet named a successor, and the filing states that a successor will be named at a later date. The filing also states that Mr. Nitcher's decision to retire was not the result of any disagreement with the Corporation or its Board. For investors, the key takeaways are the leadership change in the General Counsel role and the transition timeline: the executive officer role ends July 31, 2026, while the transition period runs through year-end 2026. The filing contains no financial results or other operational information.

Jul 28, 2026 8-K

HF Sinclair 8-K Report, Financial Results (Jul 28, 2026)

HF Sinclair Corporation (NYSE: DINO) reported second quarter 2026 results on July 28, 2026, with net income attributable to HF Sinclair stockholders of $892 million, or $4.93 per diluted share, compared to $208 million, or $1.10 per diluted share, in the second quarter of 2025. Adjusted net income attributable to HF Sinclair stockholders was $960 million, or $5.31 per diluted share, versus $322 million, or $1.70 per diluted share, a year earlier. Reported EBITDA was $1,404 million and Adjusted EBITDA was $1,482 million. The Refining segment drove much of the improvement, with Adjusted EBITDA of $1,023 million versus $476 million, and adjusted refinery gross margin of $25.95 per produced barrel sold compared to $16.50. The company returned $265 million to stockholders through dividends and share repurchases in the quarter and ended June 30, 2026 with cash and cash equivalents of $2,262 million and consolidated debt of $2,772 million. The company also declared a regular quarterly dividend of $0.525 per share, a 5% increase from $0.50, payable September 2, 2026 to holders of record on August 11, 2026. Management stated it expects the fundamentals that drove second-quarter results across its segments to persist in the third quarter. In a separate announcement, HF Sinclair said it plans to pursue a separation of its Lubricants & Specialties segment through the capital markets, creating a new independent, publicly traded company, and has decided to retire its base oil refining assets in Mississauga, Ontario, with the transition expected to be substantially completed over 2027. The separation is intended to be executed over the next 12-18 months, is subject to customary conditions including final Board approval and a private letter ruling from the IRS, and is described as tax-efficient for HF Sinclair and its shareholders.

Jul 28, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

HF Sinclair 8-K Report, Executive Changes (Jul 8, 2026)

HF Sinclair Corporation (NYSE and NYSE Texas: DINO) reported on Form 8-K that its Board of Directors, effective July 6, 2026, appointed Steven Ledbetter as President and Chief Operating Officer and Valerie Pompa as President, Growth, Technology and Transformation. Ledbetter previously served as Executive Vice President, Commercial, and Pompa as Executive Vice President, Operations. Concurrently, Franklin Myers ceased to serve as President but will remain Chief Executive Officer. The press release states Myers will continue as CEO on a temporary basis. The Compensation Committee raised Ledbetter's 2026 base salary from $590,000 to $750,000 and his annual incentive target from 75% to 100% of base salary, with a maximum of 200% of base salary (up from 150%). Pompa's 2026 base salary rises from $650,000 to $700,000, and her incentive target from 80% to 90% of base salary, with a maximum of 180% (up from 160%). The increased opportunities apply to the portion of the 2026 performance period beginning on the effective date. According to the press release, Ledbetter will oversee operations and commercial organizations, with a stated focus on safety and reliability, cost efficiency and unlocking value across the integrated platform. Pompa will lead enterprise-wide growth and transformation priorities, including technology strategy and deployment. Matthew Joyce continues as Senior Vice President, Lubricants & Specialties, reporting directly to Myers.

Jul 8, 2026 8-K

HF Sinclair 8-K Report, Material Agreement (May 19, 2026)

On May 18, 2026, HF Sinclair Corporation entered into a Stock Purchase Agreement with REH Advisors Inc., the parent company of REH Company, LLC (formerly known as The Sinclair Companies), under which the Company will repurchase 1,455,180 shares of its common stock in a privately negotiated transaction. The price is $68.72 per share, for an aggregate purchase price of $100 million, funded with cash on hand. The repurchased shares will be held as treasury stock. The filing describes this as the twenty-first privately negotiated transaction between the Company and the Selling Stockholder. The repurchase will be made under the Company's $1 billion share repurchase program, which the Board authorized on May 7, 2024. The Company states that it has repurchased $717 million of common stock under the program to date, including this transaction, and expects the purchase to be completed on or around May 21, 2026. The timing and amount of future repurchases, including any additional repurchases from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time. The agreement contains customary representations, warranties and covenants. The filing refers investors to the Company's Definitive Proxy Statement on Schedule 14A, filed March 31, 2026, for more information on the Selling Stockholder's relationship with the Company. The filing's forward-looking statements caution that completion of the transaction on the expected timing is subject to risks and uncertainties.

May 19, 2026 8-K

Shareholder Matters

HF Sinclair 8-K Report, Shareholder Vote Results (May 13, 2026)

HF Sinclair Corporation held its 2026 Annual Meeting of Stockholders on May 13, 2026. A total of 164,376,715 shares, which the filing describes as over 91% of the 180,273,453 shares outstanding and entitled to vote as of the March 16, 2026 record date, were present in person or represented by proxy. The matters voted on are described in the company's definitive Proxy Statement filed March 31, 2026. Stockholders elected all ten director nominees to serve until the 2027 annual meeting or until their earlier resignation or removal. Robert J. Kostelnik received the most opposing votes among the nominees, with 12,478,282 against, while every nominee received a majority of votes cast in favor. Stockholders also approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement, with 144,901,756 votes for and 2,585,631 against. Stockholders ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2026, with 159,658,363 votes for, 4,306,021 against, and 412,331 abstaining. For investors, the filing shows no contested outcomes: all proposals were adopted, and the results reflect broad stockholder support for the board, executive pay, and the auditor.

May 13, 2026 8-K

Leadership ChangesExhibits & Filings

HF Sinclair 8-K Report, Executive Changes (May 13, 2026)

HF Sinclair Corporation (DINO) reported in a Current Report on Form 8-K dated May 13, 2026 that it terminated the employment of Mr. Atanas Atanasov, Executive Vice President and Chief Financial Officer, effective immediately. The filing states that if Mr. Atanasov meets the conditions of the Company's Severance Pay Plan, he will receive the severance benefits to which he is entitled under that plan, and it refers readers to the Severance Pay Plan description in the Company's definitive Proxy Statement filed with the SEC on March 31, 2026. The filing notes that Mr. Atanasov had been on leave from his duties since February 24, 2026, as previously reported in the Company's Annual Report on Form 10-K filed February 27, 2026. Effective February 24, 2026, the Board of Directors had appointed Mr. Vivek Garg, Vice President, Chief Accounting Officer and Controller, as acting Chief Financial Officer, so the termination formalizes a leadership change that was already in effect. For investors, the principal items are the termination itself and the severance treatment, which depends on plan conditions. The filing does not state a permanent successor CFO, and it does not disclose severance amounts.

May 13, 2026 8-K

HF Sinclair 8-K Report, Executive Changes (May 12, 2026)

HF Sinclair Corporation disclosed in this Form 8-K, filed May 12, 2026, that Timothy Go, its Chief Executive Officer and President and a Board member, has departed the company under a Separation and Release Agreement dated May 11, 2026. Mr. Go's last day of employment was May 11, 2026, and he resigned from the Board, effective as of that Separation Date. Mr. Go had been on voluntary leave since February 17, 2026, and Chairperson Franklin Myers had been serving as CEO and President on a temporary basis since that date. The filing states that the departure is not due to any disagreement with the Company on its operations, policies or practices. Under the agreement, Mr. Go will receive a separation payment of $4,735,000, paid in twelve substantially equal monthly installments over the 12 months beginning on the Separation Date, plus COBRA-based group health continuation at active employee rates for the same period, subject to his continued compliance with his ongoing obligations. The Compensation Committee also approved partial vesting of his equity awards, including 29,616 restricted stock units and conditional vesting of 163,609 performance share units, with the PSUs remaining subject to original performance criteria. Mr. Go held 129,880 RSUs and 349,808 PSUs at the time of the agreement. The filing also states that Chief Financial Officer Atanas Atanasov has been on leave since February 24, 2026, and the Company has been in discussions about a separation agreement with him, but has not yet reached one, with no assurance that one will be reached.

May 12, 2026 8-K

HF Sinclair 8-K Report, Financial Results (May 1, 2026)

HF Sinclair Corporation (NYSE: DINO) reported first quarter 2026 results on May 1, 2026, with net income attributable to HF Sinclair stockholders of $648 million, or $3.56 per diluted share, compared with a net loss of $4 million, or $(0.02) per diluted share, in the first quarter of 2025. Excluding non-GAAP adjustments, primarily a non-cash Lower of cost or market inventory valuation adjustment benefit of $672 million, adjusted net income attributable to HF Sinclair stockholders was $127 million, or $0.69 per diluted share, versus an adjusted net loss of $50 million, or $(0.27) per diluted share, a year earlier. Consolidated EBITDA was $1,097 million and Adjusted EBITDA was $426 million, compared with $262 million and $201 million, respectively. The Refining segment was the largest contributor, with income before interest and income taxes of $514 million versus a loss of $30 million a year earlier, and Adjusted EBITDA of $55 million (excluding a $604 million inventory valuation benefit). The Renewables segment swung to income before interest and income taxes of $182 million, helped by $49 million of prior-year Producer's Tax Credit benefits recognized after a February 2026 proposed Treasury/IRS ruling. Lubricants & Specialties and Midstream also reported higher income before interest and taxes, while Midstream Adjusted EBITDA declined to $111 million from $119 million due to costs from a fuel-contamination incident at a Colorado terminal. Cash and cash equivalents rose to $1,148 million at March 31, 2026, from $978 million at December 31, 2025, with net cash provided by operations of $457 million. The company returned $167 million to stockholders through dividends and share repurchases in the quarter, paid a $0.50 per share dividend totaling $91 million, and spent $76 million on repurchases. Consolidated debt was $2,771 million. The Board declared a regular quarterly dividend of $0.50 per share, payable June 2, 2026, to holders of record on May 11, 2026.

May 1, 2026 8-K

HF Sinclair 8-K Report, Executive Changes (Mar 31, 2026)

HF Sinclair Corporation disclosed in this Form 8-K, filed March 31, 2026 under Item 5.02, the compensation arrangements for Franklin Myers, age 73, who was appointed Chief Executive Officer and President on a temporary basis effective February 17, 2026, serving as Acting CEO. The Company had previously announced this appointment in a Form 8-K filed February 18, 2026. The Board, on the recommendation of the Compensation Committee, approved a monthly cash stipend of $9,000 for qualifying business expenses, starting February 17, 2026 and prorated for partial months. Mr. Myers also receives a one-time restricted stock unit (RSU) grant with a grant-date value of approximately $105,000, plus a follow-on RSU grant of approximately $105,000 on or around the 17th of each calendar month beginning in April 2026 while he serves as Acting CEO. The RSU grants fall under the Amended and Restated 2020 Long Term Incentive Plan and individual award agreements. He is also eligible for the Company's employee benefit plans. Mr. Myers will receive no compensation for his continued Board service while serving as Acting CEO, and the Board will review his compensation arrangements at least quarterly during that period.

Mar 31, 2026 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

HF Sinclair 8-K Report, Executive Changes (Mar 6, 2026)

HF Sinclair Corporation disclosed in an 8-K filed March 6, 2026 that Vivek Garg, currently its Vice President, Chief Accounting Officer and Controller, was appointed acting Chief Financial Officer on February 24, 2026, as previously announced in its Form 10-K filed February 27, 2026. Mr. Garg will continue to hold his current positions while serving as Acting CFO. The filing states there are no arrangements or understandings under which he was elected to serve as principal financial officer on a temporary basis, and no family relationships or Item 404(a) related-person transactions requiring disclosure. The Compensation Committee of the Board approved additional compensation for his service as Acting CFO: a monthly cash stipend of $25,000 commencing March 1, 2026, prorated for partial months, and a one-time restricted stock unit grant with a grant date value of $375,000. Fifty percent of the RSUs vest on December 1, 2026 and fifty percent on December 1, 2027, subject to continued employment, with pro-rata vesting upon death or disability. The RSU grant is governed by the Amended and Restated 2020 Long Term Incentive Plan and an individual award agreement. Mr. Garg keeps his existing Change in Control Agreement, Indemnification Agreement, benefit plan eligibility, and participation in the annual bonus program on unchanged terms, including the same target amount and performance measures.

Mar 6, 2026 8-K

HF Sinclair 8-K Report, Financial Results (Feb 18, 2026)

HF Sinclair Corporation (NYSE: DINO) reported unaudited fourth quarter 2025 results on February 18, 2026, with a Net loss attributable to HF Sinclair stockholders of $28 million, or $(0.16) per diluted share, compared with a net loss of $214 million, or $(1.14) per diluted share, in the fourth quarter of 2024. Excluding adjustments, adjusted net income attributable to HF Sinclair stockholders was $221 million, or $1.20 per diluted share. Fourth quarter EBITDA was $235 million and Adjusted EBITDA was $564 million. For full-year 2025, the company reported net income attributable to HF Sinclair stockholders of $579 million, or $3.08 per diluted share, adjusted net income of $951 million, or $5.06 per diluted share, EBITDA of $1.8 billion and Adjusted EBITDA of $2.3 billion. The company also declared a regular quarterly dividend of $0.50 per share, payable March 12, 2026, and returned $724 million to stockholders in 2025 through dividends and share repurchases. The Audit Committee is assessing certain matters relating to the company's disclosure processes, so the 2025 financial results are unaudited and the company will not file its Form 10-K on schedule. The Audit Committee has determined that these matters do not affect the fourth quarter or full-year 2025 results announced in the release, and the company expects it will be able to timely file its Form 10-K. Also on February 18, 2026, the company disclosed that Chief Executive Officer and President Tim Go requested a voluntary leave of absence on February 17, 2026. The Board accepted the request and elected Chairperson Franklin Myers as CEO and President on a temporary basis. The Board has directed the Nominating, Governance and Social Responsibility Committee to determine future actions for the CEO and President position, and the company said Mr. Go's leave is not due to any disagreement with the company on its operations, policies or practices.

Feb 18, 2026 8-K

Regulation FD

HF Sinclair 8-K Report, Regulation FD Disclosure (Dec 9, 2025)

HF Sinclair Corporation (DINO) furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) on December 9, 2025, providing its capital expenditure guidance for fiscal year 2026. The company expects total capital and turnaround cash spending of $775 million for 2026, comprising $650 million in sustaining capital investments and $125 million in growth capital investments. Within sustaining capital, the largest allocation is Turnarounds & Catalysts at $325 million, followed by Refining at $225 million. Lubricants & Specialties and Midstream are each planned at $25 million and $30 million respectively, Marketing at $30 million, Renewables at $6 million, and Corporate at $9 million. For investors, the guidance indicates that turnaround and catalyst spending and refining sustaining work make up the bulk of planned sustaining outlays. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934. The filing includes a safe harbor cautionary statement noting that results could differ materially due to factors such as crude oil and refined product supply and demand, refinery operations, regulatory and environmental developments, geopolitical conflicts, cyberattacks, financing availability, and the company's ability to complete capital projects on time and within guidance.

Dec 9, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Dec 9, 2025)

HF Sinclair Corporation (NYSE: DINO) furnished an 8-K on December 9, 2025 under Item 7.01 (Regulation FD Disclosure), attaching as Exhibit 99.1 an investor presentation to be used at meetings with current and potential investors. The filing itself contains no new financial results, guidance statements, or transaction announcements beyond what the presentation contains; the information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation describes a business with 678,000 BPD of refining capacity across seven refineries in the Mid-Continent, West and Pacific Northwest regions, a Marketing segment with over 1,700 branded retail sites, a Lubricants & Specialties segment with 34,000 BPD of production capacity, a Midstream segment of roughly 4,200 miles of pipelines, and a Renewables business with about 380 million gallons of annual renewable diesel capacity. It cites a 2026 capital expenditure plan of $775 million in total capital ($650 million sustaining and $125 million growth), a net leverage ratio of 0.75x as of September 30, 2025, $3.3 billion of consolidated liquidity, and no debt maturities until 2028. The presentation also highlights shareholder returns, including a $0.50 regular quarterly dividend, a $1.0 billion share repurchase program authorized May 7, 2024 with approximately $589 million remaining as of September 30, 2025, and a stated target of a 50% payout ratio of dividends plus repurchases to adjusted net income. It also outlines an evaluated Westward Expansion Pipeline project that could add 150,000 BPD of incremental product supply across multiple phases, with a first phase targeted for 2028 start-up.

Dec 9, 2025 8-K

HF Sinclair 8-K Report, Material Agreement (Nov 20, 2025)

HF Sinclair Corporation disclosed in this Form 8-K that on November 18, 2025 it entered into a Stock Purchase Agreement with REH Advisors Inc. to repurchase 437,238 shares of its common stock from the Selling Stockholder in a privately negotiated transaction. The price is $54.89 per share, for an aggregate purchase price of $24 million, to be funded with cash on hand. The shares will be held as treasury stock, and the transaction is expected to be completed on or around November 21, 2025. The repurchase is being made under the Company's previously disclosed $1 billion share repurchase program, authorized by the Board on May 7, 2024. The filing states that, including this transaction, the Company has repurchased $515 million of common stock under the program to date. The filing describes this as the twentieth privately negotiated transaction between the Company and the Selling Stockholder. It notes that future repurchases, including any further purchases from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and that the Board may discontinue the program at any time. The filing identifies REH Advisors Inc. as the parent company of REH Company, LLC (formerly known as The Sinclair Companies), and refers investors to the Company's April 1, 2025 proxy statement for more on that relationship. The agreement's full terms are in Exhibit 10.1, and the filing's forward-looking statements flag the Company's ability to complete the transaction on the expected timing as a key risk.

Nov 20, 2025 8-K

HF Sinclair 8-K Report, Material Agreement (Nov 4, 2025)

HF Sinclair Corporation disclosed in a Form 8-K filed November 4, 2025 that it entered into a Stock Purchase Agreement dated November 3, 2025 with REH Advisors Inc., the selling stockholder and parent company of REH Company, LLC (formerly known as The Sinclair Companies). Under the agreement, the Company will repurchase 960,061 shares of its common stock at $52.08 per share, for an aggregate purchase price of $50 million, funded with cash on hand. The shares will be held as treasury stock. The filing states the repurchase is expected to be completed on or around November 6, 2025, and that it is the nineteenth privately negotiated transaction between the Company and the Selling Stockholder. The repurchase will be made under the Company's $1 billion share repurchase program authorized by the Board on May 7, 2024. The filing states that, including this transaction, the Company has repurchased $466,256,859 of common stock under that program to date. Future repurchases, including any additional ones from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time. The filing directs readers to the Company's April 1, 2025 proxy statement for more information on REH's relationship with the Company. The forward-looking statements caveat notes that completion of the transaction on the expected timing is subject to risk.

Nov 4, 2025 8-K

HF Sinclair 8-K Report, Financial Results (Oct 30, 2025)

HF Sinclair Corporation reported third quarter 2025 results in a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K. Net income attributable to HF Sinclair stockholders was $403 million, or $2.15 per diluted share, compared with a net loss of $76 million, or $(0.40) per diluted share, in the third quarter of 2024. Adjusted net income attributable to HF Sinclair stockholders was $459 million, or $2.44 per diluted share, versus $96 million, or $0.51 per diluted share, a year earlier. Reported EBITDA was $796 million and Adjusted EBITDA was $870 million. Sales and other revenues were $7.25 billion, up 1% from $7.21 billion. The Refining segment drove the improvement, with income before interest and income taxes of $476 million versus a $212 million loss a year earlier. Adjusted refinery gross margin rose to $19.16 per produced barrel sold from $10.79, and crude oil charge averaged 639,050 barrels per day compared with 607,010. Management attributed the gain to higher adjusted refinery gross margins in both the West and Mid-Continent regions, including small refinery RINs waivers granted by the EPA, and to lower turnaround activity. Renewables remained loss-making, with a segment loss before interest and income taxes of $55 million, while Marketing, Lubricants & Specialties and Midstream all reported higher or comparable results. The company generated $809 million of net cash from operations in the third quarter and ended the quarter with $1,451 million of cash and cash equivalents and $2,768 million of consolidated debt. It paid and announced a regular quarterly dividend of $0.50 per share, payable December 5, 2025 to holders of record on November 19, 2025, and spent $166 million on share repurchases in the quarter. Total returns to stockholders in the quarter were $254 million through dividends and buybacks.

Oct 30, 2025 8-K

HF Sinclair 8-K Report, Material Agreement (Sep 17, 2025)

On September 16, 2025, HF Sinclair Corporation entered into a Stock Purchase Agreement with REH Advisors Inc., the parent company of REH Company, LLC (formerly known as The Sinclair Companies), under which the Company agreed to repurchase 1,948,558 shares of its common stock in a privately negotiated transaction. The price is $51.32 per share, for an aggregate purchase price of $99,999,997, to be funded with cash on hand. The repurchased shares will be held as treasury stock. The filing describes this as the eighteenth privately negotiated transaction between the Company and the Selling Stockholder. The repurchase will be made under the Company's $1 billion share repurchase program, which the Board authorized on May 7, 2024. The Company expects to complete the transaction on or around September 19, 2025. Including this transaction, the Company has repurchased $411,256,895 of common stock under the program to date. The filing states that the timing and amount of future repurchases, including any additional repurchases from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and that the Board may discontinue the program at any time. The filing also includes customary forward-looking statement cautions, citing the Company's ability to complete the transaction on the expected timing as one risk factor. For more information on REH's relationship with the Company, the filing refers readers to the Company's Definitive Proxy Statement on Schedule 14A filed April 1, 2025. The full agreement is filed as Exhibit 10.1.

Sep 17, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Sep 3, 2025)

HF Sinclair Corporation (NYSE: DINO) furnished an investor presentation under Item 7.01 (Regulation FD Disclosure) in this September 3, 2025 Form 8-K. The presentation, furnished as Exhibit 99.1, is being used in meetings with current and potential investors. The filing itself contains no new earnings results or transaction announcements; the figures below come from the presentation. The presentation describes a refining system of 678,000 BPD across seven refineries in the Mid-Continent, West and Pacific Northwest regions, a marketing network of over 1,700 branded retail sites, a lubricants and specialties business with 34,000 BPD of production capacity, and a midstream segment with approximately 4,200 miles of pipelines. Its renewables business has about 380 million gallons of annual renewable diesel capacity. It cites illustrative mid-cycle refining EBITDA of approximately $1.6 billion, based on management's current expectations. On capital structure, the presentation shows as of June 30, 2025 total long-term debt of $2,704 million, cash and cash equivalents of $874 million, and consolidated total liquidity of $2,874 million. Consolidated debt to capitalization is 22%. The company targets a 50% payout ratio of dividends plus repurchases to adjusted net income, pays a $0.50 regular quarterly dividend, and had approximately $749 million remaining under its $1.0 billion share repurchase authorization as of June 30, 2025. The presentation also lists 2025 total capital expenditures guidance of $875 million.

Sep 3, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Aug 20, 2025)

HF Sinclair Corporation, a Delaware corporation, announced on August 20, 2025 that it will redeem all of its outstanding 5.875% Senior Notes due 2026 and its 6.375% Senior Notes due 2027, along with all outstanding 6.375% Senior Notes due 2027 of its wholly owned subsidiaries Holly Energy Partners, L.P. and Holly Energy Finance Corp. The redemption is scheduled for August 30, 2025 (the Redemption Date). The 2026 Notes will be redeemed at the greater of 100% of principal or the make-whole premium specified in the governing indenture, plus accrued and unpaid interest. Both 2027 series are redeemable at 101.594% of aggregate principal, plus accrued and unpaid interest. According to the accompanying press release (Exhibit 99.1), the company intends to fund the redemption with net proceeds from its registered offering of $500,000,000 aggregate principal amount of senior notes completed on August 18, 2025. Upon the Redemption Date, the redeemed notes will no longer be deemed outstanding and interest will cease to accrue. The filing states that the 8-K does not itself constitute a notice of redemption; formal notices are handled through the designated trustees, Computershare Trust Company, N.A. for the DINO notes and U.S. Bank Trust Company, National Association for the Holly Energy Partners notes. For investors, the filing is primarily a debt refinancing and capital structure event: new senior notes issued in August 2025 are being used to retire higher-coupon debt maturing in 2026 and 2027. The filing does not report earnings, operating results, or guidance. The information is furnished under Item 7.01 (Regulation FD) and is not deemed filed for purposes of Section 18 of the Exchange Act.

Aug 20, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

HF Sinclair 8-K Report, Corporate Update (Aug 18, 2025)

HF Sinclair Corporation (NYSE and NYSE Texas: DINO) filed this Form 8-K on August 18, 2025 to disclose two press releases dated August 15, 2025 related to its cash tender offer for any and all of its outstanding 5.875% Senior Notes due 2026 and 6.375% Senior Notes due 2027. The first release announced the tender offer's pricing terms, with the 2026 Notes priced at a fixed spread of 50 basis points over the 4.250% U.S. Treasury due 12/31/25 (Reference Yield 4.226%, Tender Offer Consideration $1,004.12 per $1,000 principal amount) and the 2027 Notes at 50 basis points over the 3.750% U.S. Treasury due 4/15/26 (Reference Yield 4.035%, Tender Offer Consideration $1,011.63 per $1,000 principal amount). The second release reported final results and the expiration of the tender offer. Holders validly tendered $36,687,000 of the 2026 Notes, out of $153,585,000 outstanding before the offer, and $163,843,000 of the 2027 Notes, out of $249,875,000 outstanding. Settlement is expected on August 20, 2025, and is conditioned on completion of a concurrent public offering of senior notes, which the company expected to close on August 18, 2025. Accrued and unpaid interest will be paid in addition to the tender consideration. For investors, the filing is a debt liability-management transaction tied to a concurrent note issuance rather than a change in operations or earnings guidance. The filing does not state the size of the concurrent offering or the amount of proceeds used for the tender.

Aug 18, 2025 8-K

HF Sinclair 8-K Report, Material Agreement (Aug 18, 2025)

On August 18, 2025, HF Sinclair Corporation completed a public offering of $500 million aggregate principal amount of 5.500% Senior Notes due 2032. The notes were issued under the Registration Statement on Form S-3 filed February 26, 2025, and a prospectus supplement dated August 11, 2025, and were issued under a base indenture dated April 27, 2022, with Computershare Trust Company, N.A. as trustee, as supplemented by a fourth supplemental indenture dated August 18, 2025. The notes are redeemable prior to maturity on terms set out in that supplemental indenture. The filing states that net proceeds are intended to fund the previously announced cash tender offer for any and all of the company's outstanding 5.875% Senior Notes due 2026 and 6.375% Senior Notes due 2027. Proceeds may also be used to redeem, repurchase, discharge or defease any of those notes not purchased in the tender offer, and the remainder is intended for general corporate purposes, which may include capital expenditures. The company also disclosed an underwriting agreement dated August 11, 2025 with Citigroup Global Markets Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Scotia Capital (USA) Inc., as representatives of the underwriters. The agreement contains customary representations, warranties and covenants, and the company agreed to indemnify the underwriters against certain liabilities, including under the Securities Act of 1933 and the Securities Exchange Act of 1934.

Aug 18, 2025 8-K

HF Sinclair 8-K Report, Corporate Update (Aug 11, 2025)

On August 11, 2025, HF Sinclair Corporation (NYSE and NYSE Texas: DINO) announced that it has commenced a cash tender offer to purchase any and all of its outstanding 5.875% Senior Notes due 2026 and 6.375% Senior Notes due 2027. The filing reports aggregate principal amounts outstanding of $153,585,000 for the 2026 notes and $249,875,000 for the 2027 notes. The tender offer is governed by an Offer to Purchase dated August 11, 2025. The tender consideration for each series will be set by reference to a fixed spread of 50 basis points over the bid-side yield on a specified U.S. Treasury security: the 4.250% U.S.T. due 12/31/25 for the 2026 notes and the 3.750% U.S.T. due 4/15/26 for the 2027 notes. Holders will also receive accrued and unpaid interest up to the settlement date, which the company expects will be August 20, 2025. The offer expires at 5:00 p.m. New York City time on August 15, 2025, unless extended, and the consideration will be priced at 2:00 p.m. that day. The tender offer is conditioned on the company receiving aggregate gross proceeds from a concurrent public offering of senior debt securities sufficient to fund the repurchases, on terms acceptable to the company. The offer is not conditioned on any minimum amount of notes being tendered, and the company may waive conditions or extend or terminate the offer. The company may also redeem or repurchase any notes not tendered, but the filing states this is not a notice of redemption.

Aug 11, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Aug 11, 2025)

HF Sinclair Corporation (NYSE and NYSE Texas: DINO) announced on August 11, 2025 that it priced an offering of $500,000,000 aggregate principal amount of its 5.500% Senior Notes due 2032 at a price to the public of 99.290% of principal amount. The offering is expected to close on August 18, 2025, subject to customary closing conditions. Interest is payable March 1 and September 1 each year, with the first payment due March 1, 2026. The Corporation intends to use the net proceeds to fund a concurrent cash tender offer for any and all of its outstanding 6.375% Senior Notes due 2027 and 5.875% Senior Notes due 2026 (the "Subject Notes"). If it deems appropriate, proceeds may also fund the redemption, repurchase, discharge or defeasance of Subject Notes not purchased in the tender offer, with the remainder used for general corporate purposes, which may include capital expenditures. The filing indicates this is primarily a refinancing of near-term debt. The offering is being made under an effective shelf registration statement, with Citigroup Global Markets Inc. and a group of other banks acting as joint book-running managers. The information is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed for purposes of Section 18 of the Exchange Act.

Aug 11, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

HF Sinclair 8-K Report, Financial Results (Jul 31, 2025)

HF Sinclair Corporation reported its second quarter 2025 results on July 31, 2025, along with a regular quarterly dividend of $0.50 per share. For the quarter ended June 30, 2025, net income attributable to HF Sinclair stockholders was $208 million, or $1.10 per diluted share, compared with $152 million, or $0.79 per diluted share, a year earlier. Excluding non-GAAP adjustments, adjusted net income attributable to HF Sinclair stockholders was $322 million, or $1.70 per diluted share, versus $150 million, or $0.78 per diluted share, in the second quarter of 2024. Sales and other revenues declined to $6,784 million from $7,846 million, while EBITDA rose to $516 million from $408 million and Adjusted EBITDA rose to $665 million from $406 million. The Refining segment was the main driver of the improvement. Adjusted refinery gross margin was $16.50 per produced barrel sold, compared with $11.33 a year earlier, and Refining Adjusted EBITDA was $476 million versus $187 million. Crude charge averaged 615,930 barrels per day, down from 634,730, which management attributed primarily to turnaround activity at the Tulsa and Parco refineries. Management said the majority of 2025 turnarounds are now behind the company. The Renewables segment posted a small Adjusted EBITDA loss of $(2) million, and Lubricants & Specialties income before interest and taxes fell to $33 million from $74 million, reflecting lower margins and turnaround activity at Mississauga. Capital returns were $145 million in the quarter, comprising a $95 million dividend and $50 million of share repurchases. Cash and cash equivalents were $874 million at June 30, 2025, and consolidated debt was $2,677 million. Net cash provided by operations for the quarter was $587 million. The Board declared the $0.50 quarterly dividend payable September 4, 2025 to holders of record on August 21, 2025.

Jul 31, 2025 8-K

HF Sinclair 8-K Report, Bylaw Amendment (May 15, 2025)

On May 14, 2025, HF Sinclair Corporation held its 2025 Annual Meeting of Stockholders, at which stockholders approved the Second Amended and Restated Certificate of Incorporation. The amended charter provides for the elimination of personal liability of certain officers for monetary damages for breach of fiduciary duty in limited circumstances, as permitted by Section 102(b)(7) of the Delaware General Corporation Law. The Corporation filed the charter with the Delaware Secretary of State on May 14, 2025. The Board had approved the charter previously, subject to stockholder approval. A total of 173,005,153 shares were present in person or by proxy, representing over 91% of the 188,407,394 shares of common stock outstanding and entitled to vote as of the March 17, 2025 record date. All eleven director nominees were elected to serve until the 2026 annual meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2025. The officer exculpation proposal drew the most opposition of the votes reported. It received 133,301,363 votes for, 21,973,875 against, 340,634 abstentions, and 17,389,281 broker non-votes. The filing's operative change is the charter amendment, described in full in Exhibit 3.1 and in the April 1, 2025 proxy statement on Schedule 14A.

May 15, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

HF Sinclair 8-K Report, Financial Results (May 1, 2025)

HF Sinclair Corporation reported a first quarter 2025 net loss attributable to HF Sinclair stockholders of $4 million, or $(0.02) per diluted share, compared with net income of $315 million, or $1.57 per diluted share, in the first quarter of 2024. Excluding non-GAAP adjustments, adjusted net loss attributable to HF Sinclair stockholders was $50 million, or $(0.27) per diluted share, versus adjusted net income of $142 million, or $0.71 per diluted share, a year earlier. Sales and other revenues fell to $6,370 million from $7,027 million, and EBITDA was $262 million compared with $617 million, while Adjusted EBITDA was $201 million versus $399 million. The filing attributes the decline mainly to the Refining segment, which posted a loss before interest and income taxes of $30 million and Adjusted EBITDA of $(8) million, driven by lower adjusted refinery gross margins in the West and Mid-Continent regions and lower refined product sales volumes. Adjusted refinery gross margin was $9.12 per produced barrel sold, down from $12.70. The Renewables segment also remained weak, citing lower sales volumes and the inability to recognize Producer's Tax Credit benefits due to legislative uncertainty. Segment results were mixed. Management highlighted strong results in Marketing, Midstream and Lubricants & Specialties, with Midstream Adjusted EBITDA rising to $119 million from $110 million on higher pipeline revenues and Marketing EBITDA increasing to $27 million from $15 million on higher margins. CEO Tim Go noted sequential improvement in Refining and said the company is encouraged by recent improvement in refining margins. Cash and cash equivalents declined to $547 million at March 31, 2025 from $800 million at December 31, 2024, and net cash used for operations was $89 million. Consolidated debt rose to $2,676 million from $2,638 million. The Board declared a regular quarterly dividend of $0.50 per share, payable June 3, 2025 to holders of record on May 15, 2025. The company paid $95 million in regular dividends during the quarter. The results were furnished under Item 2.02 and are not deemed filed for Section 18 purposes.

May 1, 2025 8-K

HF Sinclair 8-K Report, Material Agreement (Apr 3, 2025)

On April 3, 2025, HF Sinclair Corporation entered into a Senior Unsecured Multi-Year Revolving Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders. The facility carries a maximum commitment of $2 billion, with an accordion feature permitting increases to an aggregate principal amount of up to $2.75 billion. The initial maturity date is April 3, 2030, and the Company may extend the term in increments of up to one year, subject to the terms of the agreement. Borrowings bear interest, at the Company's option, either at a base rate (based on the prime rate, the Federal Funds Effective Rate plus 1/2 of 1%, or one-month Spread Adjusted Term SOFR plus 1%, plus an applicable margin of 0.125% to 1.000%) or at Spread Adjusted Term SOFR for the applicable interest period plus an applicable margin of 1.125% to 2.000%. A commitment fee of 0.125% to 0.325% applies to the unused portion of the commitments. Margins and fees are based on the Company's credit ratings from Moody's, Fitch and S&P. As a condition to entering the new facility, the Company terminated its Senior Unsecured Multi-Year Revolving Credit Agreement dated April 27, 2022 with MUFG Bank, LTD, which had a maximum availability of $1.65 billion and was scheduled to mature April 30, 2026. The Company also caused the termination of the Third Amended and Restated Credit Agreement of its subsidiary Holly Energy Partners, L.P. (HEP), which had $1.2 billion of availability and was scheduled to mature July 27, 2025, and was released from its parent guaranty of that HEP facility. The filing states that no prepayment penalties were paid in connection with these terminations.

Apr 3, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Mar 21, 2025)

HF Sinclair Corporation (NYSE: DINO) furnished under Item 7.01 (Regulation FD Disclosure) a March 2025 investor presentation to be used at meetings with current and potential investors. The filing itself contains no new financial results, guidance announcement, or material event; the substance is in Exhibit 99.1, which is incorporated by reference and furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation describes a business with 678,000 BPD of refining capacity across seven refineries in the Mid-Continent, West and Pacific Northwest regions, a Lubricants & Specialties segment with 34,000 BPD of production capacity, over 1,600 branded retail sites, approximately 4,200 miles of crude and product pipelines, and roughly 380 million gallons per year of renewable diesel capacity. Management cites an illustrative mid-cycle refining EBITDA of approximately $1.6 billion based on a $21.50 HF Sinclair index, a 70% capture rate and a 640,000 BPD target throughput. On capital allocation, the presentation targets a 50% payout ratio (dividends plus repurchases) of adjusted net income for 2026 and beyond, pays a $0.50 quarterly dividend, and reports about $1.1 billion returned to shareholders in 2024. It lists 2025 total planned capital of $875 million and year-end 2024 consolidated total liquidity of $3.3 billion, with consolidated debt to capitalization of 22%.

Mar 21, 2025 8-K

HF Sinclair 8-K Report, Financial Results (Feb 20, 2025)

HF Sinclair Corporation reported a fourth-quarter 2024 net loss attributable to HF Sinclair stockholders of $214 million, or $(1.14) per diluted share, compared with a net loss of $62 million, or $(0.34) per diluted share, in the fourth quarter of 2023. Excluding adjustments, adjusted net loss for the quarter was $191 million, or $(1.02) per diluted share, versus adjusted net income of $165 million, or $0.87 per diluted share, a year earlier. Fourth-quarter EBITDA was $9 million and Adjusted EBITDA was $28 million, down from $129 million and $428 million. Sales and other revenues fell 15% to $6.5 billion, and Refining segment results were the main drag, with Adjusted refinery gross margin of $6.68 per produced barrel sold, a 51% decrease from $13.58. For full year 2024, the company reported net income attributable to HF Sinclair stockholders of $177 million, or $0.91 per diluted share, and adjusted net income of $197 million, or $1.01 per diluted share. Full-year EBITDA was $1,133 million and Adjusted EBITDA was $1,149 million. The company said its Midstream and Marketing segments achieved record earnings in 2024 and that Lubricants & Specialties delivered another strong year. The Company returned $1,058 million to stockholders through dividends and share repurchases during 2024. Year-end cash and cash equivalents were $800 million, and consolidated debt was $2,638 million. The Board declared a regular quarterly dividend of $0.50 per share, payable March 20, 2025, to holders of record on March 6, 2025. The results also include a one-time $35 million regulatory penalty related to the 2025 consent decree at the Artesia, New Mexico refinery.

Feb 20, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Feb 11, 2025)

HF Sinclair Corporation, a Delaware corporation (NYSE: DINO), announced on February 11, 2025 that it will redeem $195,000,000 aggregate principal amount of its outstanding 5.875% Senior Notes due 2026. The redemption is scheduled for February 21, 2025 (the Redemption Date). The redemption price will equal the greater of 100% of the principal amount or the make-whole redemption premium specified in the governing indenture, plus accrued and unpaid interest to the Redemption Date. The company intends to fund the redemption with the net proceeds of its registered offering of $1,400,000,000 aggregate principal amount of senior notes completed on January 23, 2025. Upon the Redemption Date, the redeemed Notes will no longer be deemed outstanding and interest will cease to accrue. The filing states that the 8-K does not constitute a notice of redemption; Computershare Trust Company, N.A. is serving as paying agent and holders can obtain the formal Notice of Redemption from the Trustee. For investors, the filing is a debt-management disclosure: the company is retiring part of its 2026 notes using proceeds from a larger, recently completed note offering. The filing does not state the effect on leverage, interest expense, or earnings. The disclosure is furnished under Item 7.01 (Regulation FD) and is not deemed filed for Section 18 purposes.

Feb 11, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Jan 28, 2025)

On January 27, 2025, HF Sinclair Corporation (NYSE: DINO) announced that it will redeem all outstanding 5.875% Senior Notes due 2026 of its wholly owned subsidiary, HollyFrontier Corporation. The redemption is scheduled for February 16, 2025. The redemption price will be the greater of 100% of the principal amount and the make-whole redemption premium specified in the governing indenture, plus accrued and unpaid interest to the redemption date. The Corporation intends to fund the redemption with net proceeds from its registered offering of $1.4 billion aggregate principal amount of senior notes, completed on January 23, 2025. Once the redemption date passes, the redeemed notes will no longer be outstanding and interest will cease to accrue. Computershare Trust Company, N.A. is serving as paying agent. The filing states that it is not a notice of redemption; holders are directed to the Notice of Redemption and the Trustee for further details. The filing is a Regulation FD disclosure furnished under Item 7.01, and its press release is attached as Exhibit 99.1. For investors, the main takeaway is a refinancing of HollyFrontier's 2026 notes using the proceeds of new senior notes issued at the parent level, with no other operational or financial results disclosed in this filing.

Jan 28, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

HF Sinclair 8-K Report, Corporate Update (Jan 24, 2025)

HF Sinclair Corporation (NYSE: DINO) filed this Form 8-K to report results and pricing of its cash tender offer for debt securities. The Corporation announced early results on January 23, 2025 for a tender offer with an aggregate purchase price of up to $1,050,000,000, covering up to $150,000,000 of its 6.375% Senior Notes due 2027, its 5.875% Senior Notes due 2026, and HollyFrontier Corporation's 5.875% Senior Notes due 2026. The Financing Condition has been satisfied, and the 2027 Notes tender cap of $150.0 million has been reached, so no further tenders of those notes are expected to be accepted. On January 24, 2025, the Corporation announced pricing terms. Total Tender Offer Consideration was $1,018.64 per $1,000 principal amount for the 2027 Notes and $1,010.01 per $1,000 principal amount for each series of 2026 Notes, including a $30 per $1,000 Early Tender Premium. Accepted principal amounts were $150,000,000 of the 2027 Notes (41.5% final proration factor), $448,090,000 of HF Sinclair's 2026 Notes (100%), and $48,496,000 of HollyFrontier's 2026 Notes (100%). Early settlement is expected on January 28, 2025, and the offer remains open until February 7, 2025. For investors, this filing reflects a debt management transaction in which the company uses the tender offer to retire outstanding notes. The filing does not state the source of funds beyond the reference to a satisfied Financing Condition, and it does not provide the company's full financial results.

Jan 24, 2025 8-K

HF Sinclair 8-K Report, Material Agreement (Jan 23, 2025)

HF Sinclair Corporation completed a public offering on January 23, 2025 of $1.4 billion aggregate principal amount of senior notes, comprising $650 million of 5.750% Senior Notes due 2031 and $750 million of 6.250% Senior Notes due 2035. The offering was made under an automatic shelf registration statement on Form S-3 and was issued under a base indenture dated April 27, 2022 with Computershare Trust Company, N.A., as trustee, supplemented by a third supplemental indenture dated January 23, 2025. The underwriting agreement is dated January 8, 2025 and was entered into with BofA Securities, MUFG Securities Americas, SMBC Nikko Securities America and Wells Fargo Securities as representatives of the underwriters. The company stated that net proceeds are intended to fund a previously announced cash tender offer for up to $1.05 billion aggregate purchase price of certain HF Sinclair, HollyFrontier and Holly Energy Partners-related notes, including up to $150 million of its 6.375% Senior Notes due 2027, its 5.875% Senior Notes due 2026, and HollyFrontier Corporation's 5.875% Senior Notes due 2026. Proceeds are also intended to repay all outstanding borrowings under the Third Amended and Restated Credit Agreement dated July 27, 2017 of Holly Energy Partners, L.P., with any remainder used for general corporate purposes, which may include capital expenditures. The filing states that the Notes of each series are redeemable prior to maturity on the terms set out in the Third Supplemental Indenture. Vinson & Elkins L.L.P. provided a legal opinion (Exhibit 5.1) related to the offering.

Jan 23, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Jan 10, 2025)

HF Sinclair Corporation (NYSE: DINO) announced on January 8, 2025 that it priced a $1.4 billion senior notes offering, consisting of $650 million of 5.750% Senior Notes due 2031 at 99.667% of principal and $750 million of 6.250% Senior Notes due 2035 at 99.475% of principal. The offering is expected to close on January 23, 2025. The company intends to use the net proceeds to repay $350 million of borrowings under the revolving credit agreement of its wholly owned subsidiary, Holly Energy Partners, L.P., and to fund a concurrent cash tender offer, with the remainder, if any, for general corporate purposes, which may include capital expenditures. The same day, the company increased the maximum aggregate purchase price of its cash tender offer to up to $1.05 billion (excluding accrued interest), up from the previously announced $900 million. The tender targets up to $150 million of the 6.375% Senior Notes due 2027, the 5.875% Senior Notes due 2026 of HF Sinclair, and the 5.875% Senior Notes due 2026 of HollyFrontier Corporation, in that acceptance priority order. The early tender deadline is January 23, 2025, with an early tender premium of $30 per $1,000 principal amount, and the offer expires February 7, 2025. The tender offer is conditioned on receipt of sufficient gross proceeds from the concurrent notes offering. For investors, the filing shows a liability management transaction that refinances near-term debt and extends the maturity profile into 2031 and 2035. The filing does not state the company's pre-transaction leverage or the effect on interest expense; it reports the pricing, use of proceeds, and tender terms only. The press releases are furnished under Item 7.01 and are not deemed filed for purposes of Section 18 of the Exchange Act.

Jan 10, 2025 8-K

HF Sinclair 8-K Report, Corporate Update (Jan 8, 2025)

On January 8, 2025, HF Sinclair Corporation announced that it has commenced a cash tender offer for an aggregate purchase price of up to $900.0 million of outstanding debt securities. The offer covers up to $150.0 million aggregate principal amount of the Corporation's 6.375% Senior Notes due 2027 (with a 2027 Notes Tender Cap of $150 million), the Corporation's 5.875% Senior Notes due 2026, and HollyFrontier Corporation's 5.875% Senior Notes due 2026. Acceptance is prioritized by level, with the 2027 Notes at priority 1, the HF Sinclair 2026 Notes at priority 2, and the HollyFrontier 2026 Notes at priority 3. The tender is subject to the Offer to Purchase dated January 8, 2025, and is conditioned on the Corporation receiving sufficient gross proceeds from a concurrent public offering of senior debt securities, on terms acceptable to the Corporation. Holders who tender by the Early Tender Deadline of 5:00 p.m. New York City time on January 23, 2025 receive the Total Tender Offer Consideration, which includes an Early Tender Premium of $30 per $1,000 principal amount. Later tenders receive only the Late Tender Offer Consideration, which is $30 per $1,000 lower. The offer expires February 7, 2025 unless extended. The Corporation expects the Early Settlement Date to be January 28, 2025 and the Final Settlement Date to be February 11, 2025. The tender is not conditioned on any minimum amount of notes being tendered, and the Corporation may waive conditions, extend or terminate the offer, or change the maximum purchase price or 2027 tender cap at any time. For investors, the filing signals a liability management transaction. HF Sinclair is using proceeds from new senior debt to repurchase existing notes, with the principal amounts ultimately purchased depending on tender levels, priority and proration. The filing does not state the total principal outstanding in the notes or the results of the offer.

Jan 8, 2025 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Dec 16, 2024)

HF Sinclair Corporation (NYSE: DINO) furnished a December 2024 investor presentation under Item 7.01 (Regulation FD Disclosure) via this 8-K, filed December 16, 2024. The filing itself contains no new financial results; the presentation is furnished as Exhibit 99.1 and is not deemed "filed" for Section 18 purposes. The presentation describes the company as operating 678,000 BPD of refining capacity across seven refineries in the Mid-Continent, West and Pacific Northwest regions, alongside marketing (over 1,500 branded retail sites), midstream (approximately 4,400 miles of pipelines), lubricants and specialties (34,000 BPD of production capacity), and renewables (roughly 380 million gallons of annual renewable diesel capacity). Financially, the presentation states that as of September 30, 2024, cash and cash equivalents were $1,229 million, total long-term debt was $2,650 million, and consolidated total liquidity was $3,729 million. Consolidated debt to capitalization was 22%, and net debt to capitalization was 12%. The company stated it returned approximately $954 million through dividends and share repurchases in 2024 as of September 30, 2024, compared with over $1.3 billion in 2023. Its capital allocation target is a 50% payout ratio of adjusted net income, with a $0.50 quarterly dividend and $799 million remaining under a $1.0 billion share repurchase program authorized May 7, 2024. The presentation also outlines 2025 capital expenditure guidance of $875 million total capital, including $775 million sustaining and $100 million growth, with turnarounds and catalysts at $410 million. It includes illustrative mid-cycle refining EBITDA of approximately $1.6 billion, based on management's current expectations, and notes the forward-looking nature of these estimates.

Dec 16, 2024 8-K

Regulation FD

HF Sinclair 8-K Report, Regulation FD Disclosure (Dec 3, 2024)

HF Sinclair Corporation filed this Form 8-K on December 3, 2024 under Item 7.01 (Regulation FD Disclosure) to furnish its capital expenditure guidance for fiscal year 2025. The company expects total capital and turnaround cash spending of $875 million for 2025, of which $775 million is sustaining capital investments and $100 million is growth capital investments. The largest single component of sustaining spending is Turnarounds & Catalysts at $410 million, followed by Refining at $240 million. Smaller allocations go to Lubricants & Specialties ($40 million), Marketing ($30 million), Midstream ($30 million), Corporate ($20 million), and Renewables ($5 million). The information is furnished rather than filed, so it is not subject to Section 18 liability and is not incorporated into Securities Act registration statements unless specifically referenced. The filing also includes standard safe-harbor forward-looking statements citing risks such as crude oil and refined product supply and demand, regulatory changes, project execution, and global hostilities.

Dec 3, 2024 8-K

HF Sinclair 8-K Report, Financial Results (Oct 31, 2024)

HF Sinclair Corporation reported a third quarter 2024 net loss attributable to HF Sinclair stockholders of $(75.9) million, or $(0.40) per diluted share, for the quarter ended September 30, 2024, compared to net income of $790.9 million, or $4.23 per diluted share, in the third quarter of 2023. Excluding non-GAAP adjustments, adjusted net income attributable to HF Sinclair stockholders was $96.5 million, or $0.51 per diluted share, versus $760.4 million, or $4.06 per diluted share, a year earlier. Reported EBITDA was $98.6 million and Adjusted EBITDA was $316.0 million for the quarter. Sales and other revenues declined to $7.21 billion from $8.91 billion. The company attributed the weaker results mainly to the Refining segment, where adjusted refinery gross margin fell to $10.79 per produced barrel sold from $26.27, driven by high global supply of transportation fuels. Management highlighted strong and consistent earnings from the Marketing, Midstream and Lubricants & Specialties segments. The company returned $221.8 million to stockholders through dividends and share repurchases in the quarter, and its Board declared a regular quarterly dividend of $0.50 per share, payable December 4, 2024 to holders of record on November 21, 2024. Cash and cash equivalents were $1.23 billion at September 30, 2024, down from $1.35 billion at December 31, 2023, and consolidated debt was $2.64 billion. Net cash provided by operations for the quarter was $707.6 million. The filing furnishes the third quarter 2024 earnings press release as Exhibit 99.1 under Item 2.02, and that information is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Oct 31, 2024 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Aug 30, 2024)

HF Sinclair Corporation (NYSE: DINO) furnished an investor presentation dated August 2024 under Item 7.01 (Regulation FD Disclosure) of this Form 8-K, filed August 30, 2024. The presentation is furnished rather than filed, and it is intended for meetings with current and potential investors. It describes the company as operating 7 refineries with 678,000 BPD of refining capacity across the Mid-Continent, West and Pacific Northwest regions, plus marketing, renewables, lubricants and specialties, and midstream segments. The presentation highlights a renewable diesel business with three production facilities and approximately 380 million gallons of annual capacity, and a lubricants business with 34,000 BPD of production capacity. It also presents an illustrative mid-cycle refining EBITDA of approximately $1.6 billion, based on management's current expectations, with assumptions including a $21.50 HF Sinclair Index, a 70% capture rate, and a target throughput of 640,000 BPD. On capital allocation, the company states it plans a $0.50 regular quarterly dividend, a target payout ratio of 50% of adjusted net income for dividends plus repurchases, and a new $1.0 billion share repurchase program authorized May 7, 2024, with approximately $925 million remaining as of June 30, 2024. Total 2024 capital guidance is $875 million, and consolidated total liquidity was $3.366 billion as of June 30, 2024.

Aug 30, 2024 8-K

HF Sinclair 8-K Report, Financial Results (Aug 1, 2024)

HF Sinclair Corporation reported second quarter 2024 results on August 1, 2024, with net income attributable to HF Sinclair stockholders of $151.8 million, or $0.79 per diluted share, compared to $507.7 million, or $2.62 per diluted share, in the second quarter of 2023. Adjusted net income attributable to HF Sinclair stockholders was $149.3 million, or $0.78 per diluted share, versus $503.8 million, or $2.60 per diluted share, a year earlier. Sales and other revenues were $7.85 billion, essentially flat with $7.83 billion in the prior-year quarter, while EBITDA fell to $408.0 million from $872.3 million and Adjusted EBITDA fell to $405.8 million from $868.2 million. The decline was driven mainly by the Refining segment, where adjusted refinery gross margin was $11.33 per produced barrel sold, compared to $21.99 a year earlier, as high industry refining utilization pressured margins. Refining segment Adjusted EBITDA was $186.9 million versus $732.4 million in the prior-year quarter. Crude charge rose to 634,730 barrels per day from 553,940 barrels per day, reflecting lower turnaround activity and improved reliability. The Lubricants & Specialties and Midstream segments were stronger, with Midstream Adjusted EBITDA of $109.8 million compared to $88.4 million, and Lubricants & Specialties EBITDA of $97.1 million compared to $70.9 million. The Renewables segment's Adjusted EBITDA improved to $2.2 million from a loss of $(11.3) million. Capital returns remained significant. The company paid a $0.50 per share dividend totaling $95.9 million and spent $371.2 million on share repurchases during the quarter, returning $467.1 million to stockholders in total. Cash and cash equivalents were $866.3 million at June 30, 2024, down from $1,353.7 million at December 31, 2023, and consolidated debt was $2,635.7 million. The Board declared a regular quarterly dividend of $0.50 per share, payable September 5, 2024 to holders of record on August 21, 2024.

Aug 1, 2024 8-K

HF Sinclair 8-K Report, Executive Changes (Jul 15, 2024)

HF Sinclair Corporation announced that its Board of Directors appointed Vivek Garg as Vice President, Chief Accounting Officer and Controller on July 12, 2024, and designated him as the Corporation's principal accounting officer. The appointment is effective July 29, 2024, or another date as agreed, which is his expected start date. Mr. Garg, age 50, is currently Head, SEC, External Reporting and Controls, Global at Newmont Corporation, a role he has held since October 2023. He previously held accounting roles at Newmont and at Andeavor (now Marathon Petroleum Corp.), and spent 13 years in assurance and accounting advisory services at Deloitte & Touche LLP and PricewaterhouseCoopers LLP. He is a registered Certified Public Accountant and a Canadian Chartered Professional Accountant. Under his offer letter, Mr. Garg will receive an annual base salary of $360,000 and a one-time signing bonus of $220,000, which is subject to repayment under certain circumstances. The Compensation Committee approved an initial equity award under the Long-Term Incentive Plan with a target value of $275,000, split equally among restricted stock units, performance share units and a cash incentive award. He will also enter into the Corporation's previously disclosed form of Change in Control Agreement and Indemnification Agreement and will be eligible for the benefits, plans, policies and programs generally offered to other employees. The filing states that there are no arrangements or understandings between Mr. Garg and any other person under which he was selected for the role, that he has no family relationship with any director or executive officer, and that there are no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K.

Jul 15, 2024 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Jul 10, 2024)

HF Sinclair Corporation (NYSE: DINO) filed a Form 8-K on July 10, 2024 under Item 7.01 (Regulation FD Disclosure) to announce the appointment of Eric L. Nitcher as Executive Vice President, General Counsel, effective July 10, 2024. The announcement is furnished as Exhibit 99.1 and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. According to the press release, Mr. Nitcher previously served as Group General Counsel & Executive Vice President, Legal of BP p.l.c. from January 2017 until his retirement in December 2023. He spent 33 years at BP p.l.c. (formerly Amoco, which he joined in 1990), where he supported the executive team and board and managed a global legal team handling complex litigation, regulatory matters, large-scale M&A transactions and international joint ventures. CEO and President Tim Go said Mr. Nitcher brings over 35 years of legal experience in the oil and gas industry. The filing contains no financial results or financial statement data. Its primary significance for investors is the addition of a senior legal executive to the leadership team, with the 8-K also including the standard Exhibit 104 cover page interactive data file.

Jul 10, 2024 8-K

HF Sinclair 8-K Report, Regulation FD Disclosure (Jun 24, 2024)

HF Sinclair Corporation (NYSE: DINO) furnished an investor presentation dated June 2024 under Item 7.01 (Regulation FD Disclosure) in this Form 8-K filed June 24, 2024. The presentation is furnished as Exhibit 99.1 for meetings with current and potential investors and is not deemed filed for Section 18 purposes. It describes the company's four segments: Refining (7 refineries with 678,000 BPD of capacity), Marketing (over 1,500 branded retail sites), Renewables (about 380 million gallons per year of renewable diesel capacity across three facilities), and Lubricants & Specialties (34,000 BPD of production capacity), supported by a Midstream business of approximately 4,400 miles of pipelines. The presentation highlights a financial strategy of returning cash to shareholders. The company pays a $0.50 regular quarterly dividend, increased from $0.45 in Q1 2024, and authorized a new $1 billion share repurchase program on May 7, 2024, with approximately $925 million remaining as of May 16, 2024. It states about $732 million was returned through dividends and buybacks in 2024 as of June 5, 2024, versus over $1.3 billion in 2023. The target is a 50% payout ratio of dividends plus repurchases to Adjusted Net Income. Balance sheet figures as of March 31, 2024 show total long-term debt of $2,694 million, cash and cash equivalents of $1,241 million, consolidated debt to capitalization of 21%, net debt to capitalization of 11%, and total liquidity of $3,697 million. The presentation also gives 2024 total capital expenditure guidance of $875 million, of which $800 million is sustaining and $75 million is growth. Credit ratings are cited as BBB- (S&P), Baa3 (Moody's) and BBB- (Fitch).

Jun 24, 2024 8-K/A

HF Sinclair 8-K/A Report, Executive Changes (May 23, 2024)

HF Sinclair Corporation filed this Amendment No. 1 on Form 8-K/A to supplement the Original Form 8-K filed February 14, 2024, which reported the appointment of Jeanne M. Johns to the Board of Directors. Ms. Johns joined the Board effective February 13, 2024. The amendment does not change any other disclosure in the original report. The new information concerns Ms. Johns' committee assignments. On May 22, 2024, she was appointed to the Environmental, Health, Safety and Public Policy Committee and the Nominating, Governance and Social Responsibility Committee of the Board. For investors, this is a governance update with no reported financial impact. The filing contains no financial results, compensation figures, or operational data.

May 23, 2024 8-K

Shareholder Matters

HF Sinclair 8-K Report, Shareholder Vote Results (May 22, 2024)

HF Sinclair Corporation (DINO) filed this Form 8-K to report the voting results of its 2024 Annual Meeting of Stockholders, held May 22, 2024. A total of 180,757,119 shares, representing over 91% of the 197,154,353 shares outstanding and entitled to vote as of the March 25, 2024 record date, were present in person or by proxy. The filing gives no financial results, guidance, or transaction details; its content is limited to shareholder votes. Stockholders elected all eleven director nominees to serve until the 2025 annual meeting. Anne-Marie N. Ainsworth received 162,316,051 votes for, and Robert J. Kostelnik had the lowest support among nominees at 141,924,889 for against 22,734,369 against. Stockholders also approved, on an advisory basis, the compensation of the named executive officers (158,260,683 for, 6,545,515 against), ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2024 (172,955,705 for, 7,485,958 against), and approved an amendment to the HollyFrontier Corporation Certificate of Incorporation to remove the pass-through voting provision (164,159,349 for, 687,604 against). The only item not approved was a stockholder proposal to let holders of a combined 25% of common stock call a special shareholder meeting, which received 9,403,492 for and 155,307,430 against. For investors, the results indicate broad support for management's board slate, executive pay, and auditor, with the special-meeting proposal rejected by a wide margin.

May 22, 2024 8-K