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What changed in HF Sinclair Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of HF Sinclair Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+459 added−471 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-20)

Top changes in HF Sinclair Corp's 2025 10-K

459 paragraphs added · 471 removed · 348 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

193 edited+62 added−43 removed171 unchanged
Biggest changeRisks Related to Government Regulation • We are subject to significant regulation and oversight by governmental agencies. • We incur significant costs and liabilities, and expect to incur additional costs and liabilities in the future, resulting from compliance with existing, new and changing environmental, health and safety laws and regulations, and face potential exposure for environmental matters. • We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs. • There are various risks associated with GHGs and climate change that could result in increased operating costs, compliance costs and litigation and reduced demand for the refined products we produce and investment in our industry. • Increasing attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities. • Compliance with, or developments with respect to, renewable and low carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations. • Increases in required fuel economy and regulation of GHG emissions from motor vehicles may reduce demand for petroleum-based transportation fuels. • State regulation of petroleum product markets and reporting requirements could adversely impact our business, costs of operation and financial results. • Physical or transitional risks of climate change could have an adverse effect on our financial condition and results of operations. • Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows.
Biggest changeOur operations are subject to potentially disruptive activity by those concerned with our industry. • General economic conditions may adversely affect our business, operating results and financial condition. • An impairment of our goodwill or assets could reduce our earnings or negatively impact our financial condition and results of operations. • We sell many of our lubricants and specialties products through distributors, which presents risks that could adversely affect our operating results. • The market price of our common stock may fluctuate significantly, and the value of a stockholder’s investment could be impacted. 28 Table of Content s Risks Related to Government Regulation • We are subject to significant regulation and oversight by governmental agencies. • We incur significant costs and liabilities, and expect to incur additional costs and liabilities in the future, resulting from compliance with existing, new and changing environmental, health and safety laws and regulations, and we face potential exposure for environmental matters. • We may incur significant costs and liabilities resulting from the performance of pipeline integrity programs and related repairs. • There are various risks associated with GHGs and climate change that could result in increased operating and compliance costs, increased litigation and reduced demand for the refined products we produce and investment in our industry. • Evolving attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities. • Compliance with, or developments with respect to, renewable and low-carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations. • Increases in required fuel economy and regulation of GHG emissions from motor vehicles may reduce demand for petroleum-based transportation fuels. • State regulation of petroleum product markets and reporting requirements could adversely impact our business, costs of operation and financial results. • Physical or transitional risks of climate change could have an adverse effect on our financial condition and results of operations. • Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows.
Item 1A. Risk Factors Risk Factor Summary Investing in us involves a degree of risk. You should carefully consider all information in this Annual Report on Form 10-K, including the Management’s Discussion & Analysis section and the financial statements and related notes, prior to investing in our common stock.
Item 1A. Risk Factors Risk Factor Summary Investing in us involves a degree of risk. You should carefully consider all information in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis section and the financial statements and related notes, prior to investing in our common stock.
These risks and uncertainties include, but are not limited to, the following: Risks Related to our Business/Industry • The prices of crude oil, renewable feedstocks and refined, finished lubricant and renewable diesel products materially affect our operating results, and are dependent upon many factors that are beyond our control. • Our operations are subject to catastrophic losses, operational hazards and unforeseen interruptions and other disruptive risks for which we may not be adequately insured. • A disruption to or proration of the product distribution systems or manufacturing facilities we utilize could negatively impact our profitability. • A material decrease in the supply, or a material increase in the price, of crude oil, renewable feedstocks or other raw materials or equipment available to our refineries and other facilities could significantly reduce our production levels and negatively affect our operations. • To successfully operate our facilities, we are required to expend significant amounts for capital outlays and operating expenditures.
These risks and uncertainties include, but are not limited to, the following: Risks Related to our Business/Industry • The prices of crude oil, renewable feedstocks, refined, finished lubricant and renewable diesel products materially affect our operating results and are dependent upon many factors that are beyond our control. • Our operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks for which we may not be adequately insured. • A disruption to or proration of the product distribution systems or manufacturing facilities we utilize could negatively impact our profitability. • A material decrease in the supply, or a material increase in the price, of crude oil, renewable feedstocks or other raw materials or equipment available to our refineries and other facilities could significantly reduce our production levels and negatively affect our operations. • To successfully operate our facilities, we are required to expend significant amounts for capital outlays and operating expenditures.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of the following risks were to actually occur, our business, financial condition, results of operations could be materially and adversely affected.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of the following risks were to actually occur, our business, financial condition and results of operations could be materially and adversely affected.
These events could result in an injury or loss of life, and have in the past and could in the future result in property damage or destruction, or curtailment or an interruption in our operations and may affect our ability to meet customer commitments.
These events could result in an injury or loss of life, and have in the past and could in the future result in property damage or destruction, or curtailment of or an interruption in our operations and may affect our ability to meet customer commitments.
Our efforts to respond to changes in consumer demand in a timely and cost-efficient manner to drive growth could be adversely affected by unfavorable margins or difficulties or delays in product development and service innovation, including the inability to identify viable new products, successfully complete research and development, obtain regulatory approvals, obtain intellectual property protection or gain market acceptance of new products or service techniques.
Our efforts to respond to changes in consumer demand in a timely and cost-efficient manner to drive growth could be adversely affected by unfavorable margins or difficulties or delays in product development or service innovation, including the inability to identify viable new products, successfully complete research and development, obtain regulatory approvals, obtain intellectual property protection or gain market acceptance of new products or service techniques.
A shortage of trained workers due to retirements, an increase in labor costs as a result of inflation or otherwise could have an adverse impact on productivity and costs and our ability to expand production in the event there is an increase in the demand for our products and services, which could adversely affect our operations.
A shortage of trained workers due to retirements, an increase in labor costs as a result of inflation or otherwise could have an adverse impact on productivity and costs and on our ability to expand production in the event there is an increase in the demand for our products and services, which could adversely affect our operations.
In addition, each Native American tribe is a sovereign nation having the right to enforce laws and regulations (including various taxes, fees, and other requirements and conditions) and to grant approvals independent from federal, state and local statutes and regulations.
In addition, each Native American tribe is a sovereign nation having the right to enforce laws and regulations (including various taxes, fees and other requirements and conditions) and grant approvals independent from federal, state and local statutes and regulations.
Operations of our facilities, pipelines and distribution operations are subject to international, federal, state, provincial and local laws and regulations regarding, among other things, the manufacture, storage, handling, use, transportation and distribution of petroleum and hazardous substances by pipeline, truck, rail, ship and barge, the emission and discharge of materials into the environment, waste management, and characteristics and composition of gasoline and diesel fuels, and other matters otherwise relating to the protection of human health and the environment, including climate change.
Our facilities, pipelines and distribution operations are subject to international, federal, state, provincial and local laws and regulations regarding, among other things, the manufacture, storage, handling, use, transportation and distribution of petroleum and hazardous substances by pipeline, truck, rail, ship and barge, the emission and discharge of materials into the environment, waste management, and characteristics and composition of gasoline and diesel fuels, and other matters otherwise relating to the protection of human health and the environment, including climate change.
The matters include, but are not limited to, soil, groundwater and water discharges and contamination, air pollution, accident prevention and personal injury and property damage allegedly caused by substances which we processed, manufactured, handled, used, transported, stored, released or disposed and climate change.
The matters include, but are not limited to, soil, groundwater and water discharges and contamination, air pollution, accident prevention, personal injury and property damage allegedly caused by substances which we processed, manufactured, handled, used, transported, stored, released or disposed and climate change.
As a result, our Renewables segment could be materially and adversely affected if (i) these regulations, policies, and standards are adversely changed, not enforced, or discontinued, (ii) the benefits therefrom are reduced (such as the blender’s tax credit and other incentives), (iii) any of the products we produce are deemed not to qualify for compliance therewith, or (iv) we are unable to satisfy or maintain any approved pathways.
As a result, our Renewables segment could be materially and adversely affected if (i) these regulations, policies, and standards are adversely changed, not enforced, or discontinued, (ii) the benefits therefrom (such as the blender’s tax credit and other incentives) are reduced, (iii) any of the products we produce are deemed not to qualify for compliance therewith, or (iv) we are unable to satisfy or maintain any approved pathways.
In addition, the fixed-income markets have experienced periods of extreme volatility, which negatively impacted market liquidity conditions. As a result, the cost of raising money in the debt and equity capital markets has increased substantially at times while the availability of funds from these markets diminished significantly.
In addition, the fixed-income markets have experienced periods of extreme volatility, which has negatively impacted market liquidity conditions. As a result, the cost of raising money in the debt and equity capital markets has increased substantially at times while the availability of funds from these markets diminished significantly.
As described under Items 1 and 2. “Business and Properties – Additional Operations and Other Information – Governmental Regulation,” many international, federal, state, provincial and local governments have issued, or are considering issuing, low carbon fuel regulations, policies, and standards to help reduce GHG emissions and increase the percentage of low-carbon fuels in the transportation fuel mix.
As described in Items 1 and 2, “Business and Properties – Additional Operations and Other Information – Governmental Regulation,” many international, federal, state, provincial and local governments have issued, or are considering issuing, low-carbon fuel regulations, policies, and standards to help reduce GHG emissions and increase the percentage of low-carbon fuels in the transportation fuel mix.
We implemented these efforts along with other risk mitigation procedures designed to detect and address unauthorized and damaging activity on our network, stay abreast of the increasing cybersecurity threat landscape and improve our cybersecurity posture, but there is no guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents.
We have implemented these efforts along with other risk mitigation procedures designed to detect and address unauthorized and damaging activity on our network, stay abreast of the increasing cybersecurity threat landscape and improve our cybersecurity posture, but there is no guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents.
Violations of these laws and regulations could materially adversely affect our company’s brand, reputation, international growth efforts and business. In addition, global market risks, actions by foreign nations and other international conditions, particularly in a time of increasing political, economic and global instability, may have a material adverse effect on our results and operations.
Violations of these laws and regulations could materially adversely affect our brand, reputation, international growth efforts and business. In addition, global market risks, actions by foreign nations and other international conditions, particularly in a time of increasing political, economic and global instability, may have a material adverse effect on our results and operations.
While we advise our employees and contractors to refrain from providing confidential or sensitive information to any AI models or AI-powered platforms and limit our vendors’ processing of any confidential or sensitive information in an AI model, we cannot predict how an AI model will process our data or if it will inadvertently provide our data to a third party in its outputs.
While we advise our employees and contractors to refrain from providing confidential or sensitive information to any AI models or AI-powered platforms and endeavor to limit our vendors’ processing of any confidential or sensitive information in an AI model, we cannot predict how an AI model will process our data or if it will inadvertently provide our data to a third-party in its outputs.
In addition, compliance with applicable U.S. and foreign laws and regulations, such as import and export requirements, economic or trade sanctions, anti-corruption laws, data privacy regulations and foreign exchange controls and cash repatriation restrictions, environmental laws, labor laws and anti-competition regulations, increase the cost of doing business in foreign jurisdictions.
In addition, compliance with applicable U.S. and foreign laws and regulations, such as import and export requirements, tariffs, economic or trade sanctions, anti-corruption laws, data privacy regulations and foreign exchange controls and cash repatriation restrictions, environmental laws, labor laws and anti-competition regulations, increase the cost of doing business in foreign jurisdictions.
In addition, our industry is subject to potentially disruptive activities by those concerned with the possible environmental impacts of crude oil and refined products. Activists, non-governmental organizations and others may seek to restrict our operations or the transportation of crude oil and refined products by exerting social or political pressure.
In addition, our industry is subject to potentially disruptive activities by those concerned with the possible environmental impacts of crude oil and refined products. Activists, non-governmental organizations and others may seek to restrict our operations or the transportation of crude oil and refined products by exerting social, legal or political pressure.
We may be subject to information technology system failures, communications network disruptions and data breaches that are generally beyond our control. We depend on the efficient and uninterrupted operation of third-party hardware and software systems and infrastructure, including our operating, communications and financial reporting systems.
We may be subject to information and operational technology system failures, communications network disruptions and data breaches that are generally beyond our control. We depend on the efficient and uninterrupted operation of third-party hardware and software systems and infrastructure, including our operating systems, communications systems and financial reporting systems.
There can be no assurance that insurance will cover all or any damages and losses resulting from these types of hazards. We are not fully insured against all risks to our business and therefore, we self-insure certain risks.
There can be no assurance that insurance will cover all or any damages, losses or expenses resulting from these types of hazards. We are not fully insured against all risks to our business and therefore, we self-insure certain risks.
Our business is dependent upon increasingly complex information technology systems and other digital technologies for controlling our plants and pipelines, processing transactions and summarizing and reporting results of operations. The secure collection, processing, maintenance, storage, and transmission of information is critical to our operations.
Our business is dependent upon increasingly complex information and operational technology systems and other digital technologies for controlling our plants and pipelines, processing transactions and summarizing and reporting results of operations. The secure collection, processing, maintenance, storage and transmission of information is critical to our operations.
Permits or other authorizations are required under these laws and regulations for the operation of our facilities, pipelines and other operations, and these permits and authorizations are subject to revocation, modification and renewal or may require operational changes, which may involve significant costs.
Permits or other authorizations are required under these laws and regulations for the operation of our facilities, pipelines and other operations, and these permits and authorizations are subject to revocation, adverse modification and renewal or may require operational changes, which may involve significant costs.
Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, results of operations and on our ability to prevent others from interfering with our goodwill and commercialization of our products and services.
Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, results of operations and on our ability to prevent others from interfering with our goodwill or the commercialization of our products and services.
In the Netherlands, The Hague District Court has ordered Royal Dutch Shell (“RDS”) to reduce the CO2 emissions of the RDS group by net 45% by 2030, compared to 2019 levels, through the RDS group’s corporate policy.
Separately, in the Netherlands, The Hague District Court has ordered Royal Dutch Shell (“RDS”) to reduce the CO2 emissions of the RDS group by net 45% by 2030, compared to 2019 levels, through the RDS group’s corporate policy.
Certain investors, funds, financial institutions and other capital markets participants may screen companies such as ours for ESG performance based on various factors like ESG ratings or proxy advisor recommendations, before investing in our common stock or debt securities, or lending to us or have imposed restrictions upon or otherwise limited lending to, investing in, or providing insurance coverage for, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.
Certain investors, funds, financial institutions and other capital markets participants may screen companies such as ours for ESG performance based on various factors such as ESG ratings or proxy advisor recommendations, before investing in our common stock or debt securities, or lending to us, or have imposed restrictions on or otherwise limited lending to, investing in, or providing insurance coverage for, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.
The operating and financial restrictions and covenants in our credit facility, HEP’s credit facility and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities.
The operating and financial restrictions and covenants in our credit facility and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities.
As a result, our operations, and those of our customers, are subject to a series of regulatory, political, litigation, and financial risks associated with the refining, transportation and use of petroleum products and emission of GHGs.
As a result, our operations, and those of our customers, are subject to a series of regulatory, political, litigation-related and financial risks associated with the refining, transportation and use of petroleum products and emission of GHGs.
In recent years, members of the investment community have also increased their focus on ESG practices and disclosures, including those related to climate change, GHG emissions targets, business resilience under the assumptions of demand-constrained scenarios, and net-zero ambitions in the energy industry in particular, as well as diversity, equity, and inclusion initiatives, political activities, and governance standards among companies more generally.
In recent years, members of the investment community and related parties have increased their focus on ESG practices and disclosures, including those related to climate change, GHG emissions targets, business resilience under the assumptions of demand-constrained scenarios, and net-zero ambitions in the energy industry in particular, as well as diversity, equity, and inclusion initiatives, political activities, and governance standards among companies more generally.
A violation of permit conditions or a failure to comply with applicable laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties; the imposition of investigatory, remedial or corrective action obligations and the incurrence of capital expenditures; the occurrence of delays in the permitting or the denial of permits, development or expansion of projects; the issuance of injunctive relief limiting or prohibiting certain operations; and reputational harm.
A violation of permit conditions or a failure to comply with applicable laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties; the imposition of investigatory, remedial or corrective action obligations and the incurrence of capital expenditures; the occurrence of delays in permitting or the denial of permits, required for the development or expansion of projects; the issuance of injunctive relief limiting or prohibiting certain operations; and reputational harm.
Emerging artificial intelligence (“AI”) technologies may improve or expand the capabilities of malicious third parties in a way we cannot predict at this time, including being used to develop new hacking tools, exploit vulnerabilities, using phishing to trick employees into making payments or granting access to internal systems, obscure malicious activities, and increase the difficulty of detecting threats.
Emerging artificial intelligence (“AI”) technologies may improve or expand the capabilities of malicious third parties in a way we cannot predict at this time, including being used to develop new hacking tools, exploit vulnerabilities, use phishing to trick employees into making payments or granting access to internal systems, obscure malicious activities, and increase the difficulty of detecting threats.
Given that we procure crude oil and other products directly or indirectly from outside of the United States, the imposition of tariffs and other potential changes in U.S. trade policy could impact the cost structure of feedstocks and other materials and supplies at our business units, or limit the availability of such materials, which could harm our competitive position and adversely impact our business, financial condition and results of operations.
Given that we procure crude oil and other products directly or indirectly from outside of the U.S., the imposition of tariffs and other potential changes in U.S. trade policy could impact the cost structure of feedstocks and other materials and supplies at our business units, or limit the availability of such materials, which could harm our competitive position and adversely impact our business, financial condition and results of operations.
For additional information on regulations and related liabilities or potential liabilities affecting our business, see “Regulation” under Items 1 and 2, “Business and Properties,” and Item 3, “Legal Proceedings.” We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs . We are regulated under federal pipeline safety statutes by DOT through PHMSA.
For additional information on regulations and related liabilities or potential liabilities affecting our business, see “Regulation” in Items 1 and 2, “Business and Properties,” and Item 3, “Legal Proceedings.” We may incur significant costs and liabilities resulting from the performance of pipeline integrity programs and related repairs . We are regulated under federal pipeline safety statutes by DOT through PHMSA.
As a result, a loss of, or reduction in, U.S. federal tax credits for producers of qualifying renewable fuels could increase our production costs or decrease our revenues which, in turn, could adversely impact the financial condition, results of operations and cash flows of our renewables business. 48 Table of Content s RISKS RELATED TO CYBERSECURITY, DATA SECURITY AND PRIVACY, INFORMATION TECHNOLOGY AND INTELLECTUAL PROPERTY Our information technology systems, operational systems, security systems, infrastructure, communications networks, software integrated in our manufacturing and administrative processes, and customer data processed by us, third-party vendors or suppliers are subject to risks presented by cyber events, including incidents or breaches of security, any of which could prevent us or third parties we rely on from effectively operating our business, and could harm our reputation or materially adversely affect our company’s assets, growth efforts, operations, facilities, business reputation or financial condition.
As a result, a loss of, reduction in, or phased out of U.S. federal tax credits for producers of qualifying renewable fuels could increase our production costs or decrease our revenues which, in turn, could adversely impact the financial condition, results of operations and cash flows of our renewables business. 49 Table of Content s RISKS RELATED TO CYBERSECURITY, DATA SECURITY AND PRIVACY, INFORMATION TECHNOLOGY AND INTELLECTUAL PROPERTY Our information technology systems, operational systems, security systems, infrastructure, communications networks, software integrated in our manufacturing and administrative processes, and customer data processed by us, third-party vendors or suppliers are subject to risks presented by cyber events, including incidents or breaches of security, any of which could prevent us or third parties we rely on from effectively operating our business, and could harm our reputation or materially adversely affect our company’s assets, growth efforts, operations, facilities, business reputation or financial condition.
A cyberattack or security breach could result in liability under data privacy laws, regulatory penalties, damage to our reputation or a loss of confidence in our products and services, or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could have a material and adverse effect on our business, financial condition or results of operations.
A cyberattack or security breach could result in liability under data privacy or securities laws, regulatory penalties, damage to our reputation or a loss of confidence in our products and services, or additional costs for remediation and modification or enhancement of our information and operational systems to prevent future occurrences, all of which could have a material and adverse effect on our business, financial condition or results of operations.
Certain undertakings that are incorporated in the EU (including EU-incorporated subsidiaries of non-EU incorporated parent entities) will be subject to ESG reporting requirements under the EU’s CSRD, which requires in-scope companies to report extensive audited sustainability information, including disclosing risks and opportunities arising from environmental and social matters, and the impact of their business on people and the environment.
Certain undertakings that are incorporated in the EU (including EU-incorporated subsidiaries of non-EU incorporated parent entities) may be subject to ESG reporting requirements under the EU’s CSRD, which requires in-scope companies to report extensive audited sustainability information, including disclosing risks and opportunities arising from environmental and social matters, and the impact of their business on people and the environment.
For example, California recently enacted legislation (SB 1322 and SBx 1-2), which greatly expanded reporting requirements for the petroleum industry and authorized the California Energy Commission to establish a maximum gross gasoline refining margin, impose financial penalties for profits exceeding the established maximum margin, and regulate refinery turnaround and maintenance activities that may affect fuel supply and pricing.
For example, California enacted legislation (SB 1322 and SBx 1-2) that greatly expanded reporting requirements for the petroleum industry and authorized the California Energy Commission to establish a maximum gross gasoline refining margin, impose financial penalties for profits exceeding the established maximum margin, and regulate refinery turnaround and maintenance activities that may affect fuel supply and pricing.
For example, the Washington legislature introduced HB 2232, which although it was not ultimately adopted, proposed to establish extensive petroleum industry reporting requirements (including the reporting of supply, pricing and profit information) and create a new division within the Washington Utilities and Transportation Commission charged with providing independent oversight and analysis of petroleum fuel markets.
For example, in 2024, the Washington legislature introduced HB 2232, which, although it was not ultimately adopted, proposed to establish extensive petroleum industry reporting requirements (including the reporting of supply, pricing and profit information) and create a new division within the Washington Utilities and Transportation Commission charged with providing independent oversight and analysis of petroleum fuel markets.
If HB 2232 or similar legislation is enacted, it could result in increased compliance costs and affect the results of our operations and financial position.
If HB 2232 or similar legislation is enacted, it could result in increased compliance costs and affect our results of operations and financial position.
If these key pipelines or their associated tanks and terminals become inoperative or decrease the capacity available to us due to testing, line repair, reduced operating pressures, catastrophic events, terror or cyberattacks, vandalism or other causes, we may not be able to sell our product, or we may be required to hold our product in inventory or supply products to our customers through an alternative pipeline or by rail or additional tanker trucks from the refinery, all of which could increase our costs and result in a decline in profitability.
If these key pipelines or their associated tanks and terminals become inoperative or decrease the capacity available to us due to testing, line repair, reduced operating pressures, catastrophic events, terrorist attacks or cyberattacks, vandalism or other causes, we may not be able to sell our product, or we may be required to hold our product in inventory or supply products to our customers through an alternative pipeline or by rail or additional tanker trucks from the refinery, all of which could increase our costs and result in a decline in profitability.
As a result, new capital investments may not achieve our expected investment return, which could adversely affect our financial condition or results of operations. In addition, we expect to execute turnarounds at a number of our refineries in 2025, which involve numerous risks and uncertainties, including delays and incurrence of additional and unforeseen costs.
As a result, new capital investments may not achieve our expected investment return, which could adversely affect our financial condition or results of operations. In addition, we expect to execute turnarounds at a number of our refineries in 2026, which involve numerous risks and uncertainties, including delays and incurrence of additional and unforeseen costs.
While we have received and resolved immaterial product liability claims in the past, there can be no assurance that future product liability claims against us would not have a material adverse effect on our business, reputation or results of operations or our ability to maintain existing customers or retain new customers.
While we have received and resolved immaterial product liability claims in the past, there can be no assurance that future product liability or other related claims against us would not have a material adverse effect on our business, reputation or results of operations or our ability to maintain existing customers or retain new customers.
These events, including, but not limited to, drought, winter storms, wildfire, tornados, extreme temperatures, extreme precipitation or flooding, may be more intense or more frequent as a result of climate change and could have an adverse effect on our continued operations as well as the operations of our suppliers and customers.
These events, including, but not limited to, drought, winter storms, wildfires, tornados, extreme temperatures, extreme precipitation or flooding, may be more intense or more frequent as a result of climate change and could have an adverse effect on our continued operations as well as the operations of our suppliers and customers.
Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs, to limit or eliminate future emissions, and to require or incentivize the use of lower carbon or renewable alternatives, including through accounting and risk disclosures.
Numerous rules have been adopted and proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs, to limit or eliminate future emissions, and to require or incentivize the use of lower carbon or renewable alternatives, including through accounting and risk disclosures.
An impairment of our goodwill or asset impairments could reduce our earnings or negatively impact our results of operations and financial condition. We continually monitor our business, the business environment and the performance of our operations to determine if an event has occurred that indicates that our goodwill or assets may be impaired.
An impairment of our goodwill or assets could reduce our earnings or negatively impact our results of operations and financial condition. We continually monitor our business, the business environment and the performance of our operations to determine if an event has occurred that indicates that our goodwill or assets may be impaired.
If we fail to satisfy the covenants set forth in the credit facilities or another event of default occurs under the credit facilities, the maturity of the loans could be accelerated or we could be prohibited from borrowing for our future working capital needs and issuing letters of credit.
If we fail to satisfy the covenants set forth in our credit facility or another event of default occurs under our credit facility, the maturity of the loans could be accelerated or we could be prohibited from borrowing for our future working capital needs and issuing letters of credit.
Accordingly, limitation of investments in and financings for fossil fuel energy companies or subsidies or other governmental support for competitive technologies or industries could result in the direct or indirect restriction, delay or cancellation of drilling programs or development or production activities, could result in a reduction of available capital funding for potential development projects and could also adversely affect demand for our services and refined petroleum products, all of which could adversely impact our future financial results. 44 Table of Content s Increasing attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities.
Accordingly, limitation of investments in and financings for fossil fuel energy companies or subsidies or other governmental support for competitive technologies or industries could result in the direct or indirect restriction, delay or cancellation of drilling programs or development or production activities, could result in a reduction of available capital funding for potential development projects and could also adversely affect demand for our services and refined petroleum products, all of which could adversely impact our future financial results. 45 Table of Content s Evolving attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities.
Compliance with new international and domestic environmental laws, regulations and interpretations will continue to have an adverse impact on our operations, results of our operations and capital requirements. Various regulators are considering regulation of the so-called emerging contaminants, including for example, a final rule adopted by the EPA in May 2024 to list PFAS as CERCLA hazardous substances.
Compliance with new international and domestic environmental laws, regulations and interpretations will continue to have an adverse impact on our operations, results of our operations and capital requirements. Various regulators are considering regulation of the emerging contaminants, including for example, a final rule adopted by the EPA in May 2024 to list certain PFAS as CERCLA hazardous substances.
Our facilities consist of many processing units, a number of which have been in operation for many years. One or more of the units may require unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled turnaround for such units.
Our facilities consist of many processing units, a number of which have been in operation for many years. One or more of the units may require unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled turnarounds for such units.
If a licensor alleges that we failed to comply with any of the obligations under our license agreements, we may be required to pay damages, enter costly litigation, and the licensor may have the right to terminate part of or all of the license.
If a licensor alleges that we failed to comply with any of the obligations under our license agreements, we may be required to pay damages, enter costly litigation, and the licensor may have the right to terminate some or all of the license.
A material decrease in crude oil production from the fields that supply our refineries, as a result of depressed commodity prices, decreased demand, lack of drilling activity, natural production declines, governmental regulations, including travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, catastrophic events or otherwise, could result in a decline in the volume of crude oil available to our refineries.
A material decrease in crude oil production from the fields that supply our refineries, as a result of depressed commodity prices, decreased demand, lack of drilling activity, natural production declines, governmental regulations, including travel bans and restrictions, quarantines, shelter-in-place orders, and shutdowns, catastrophic events or other factors, could result in a decline in the volume of crude oil available to our refineries.
Such laws and similar regulations could also increase our litigation risks or may increase risks related to our reputation or goodwill as we cannot predict how additional reporting under this law may be perceived or interpreted by our customers and stakeholders.
Such laws and similar regulations could also increase our litigation risks or may increase risks related to our reputation or goodwill as we cannot predict how additional reporting under such laws may be perceived or interpreted by our customers and stakeholders.
Many of these data protection obligations are subject to change and uncertain interpretation, and any real or perceived failure to comply with such obligations could result in claims, increased cost of operations, or other harm to our business.
Many of these data protection obligations are subject to change and uncertain interpretation, and any real or perceived failure to comply with such obligations could result in claims, increased costs of operations, or other harm to our business.
These information technology system failures, communications network disruptions, and security breaches could also cause us to breach our contractual arrangements with other parties, subject us to regulatory actions or litigation and harm our brand and business relationships as well as our financial condition. 49 Table of Content s Furthermore, we collect and store sensitive data in the ordinary course of our business, including personally identifiable information of our employees as well as our proprietary business information and that of our customers, suppliers, contractors, investors and other stakeholders.
Information and operational technology system failures, communications network disruptions, and security breaches could also cause us to breach our contractual arrangements with other parties, subject us to regulatory actions or litigation and harm our brand and business relationships as well as our financial condition. 50 Table of Content s Furthermore, we collect and store sensitive data in the ordinary course of our business, including personally identifiable information of our employees as well as our proprietary business information and that of our customers, suppliers, contractors, investors and other stakeholders.
We are at risk for interruptions, outages and breaches of operational systems, owned by us or our third-party vendors or suppliers; or third-party data that we process or our third-party partners process on our behalf.
We are at risk for interruptions, outages and breaches of information technology or operational systems, owned by us or our third-party vendors or suppliers; or third-party data that we process or our third-party partners process on our behalf.
Such cyber incidents could materially disrupt or shut down operational systems; result in loss of, unauthorized access to, or copying or transfer of intellectual property assets, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers or others; and jeopardize the security of our facilities.
Such cyber incidents could materially disrupt or shutdown operational systems; result in loss of, unauthorized access to, or copying or transfer of intellectual property assets, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers or others; and jeopardize the security of our facilities.
Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost inflation is incurred. An impairment of our goodwill or asset impairments could reduce our earnings or negatively impact our financial condition and results of operations.
Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost inflation is incurred. An impairment of our goodwill or assets could reduce our earnings or negatively impact our financial condition and results of operations.
As a result, any disruption that negatively impacts, or causes a shut down of, shared infrastructure at the co-located facilities could result in lost production and have a material adverse effect on earnings for both refinery and renewable diesel operations at the co-located facility.
As a result, any disruption that negatively impacts, or causes a shutdown of, shared infrastructure at the co-located facilities could result in lost production and have a material adverse effect on earnings for both refinery and renewable diesel operations at the co-located facility.
We develop and use intellectual property in the ordinary course of our business, including trademarks, trade secrets, copyrighted work and innovations, some of which are material to our business.
We develop and use intellectual property in the ordinary course of our business, including trademarks, trade secrets, copyrighted works and innovations, some of which are material to our business.
We cannot accurately predict the amount and timing of any additional impairments of goodwill or asset impairments in the future. As market prices for refined products and market prices for crude oil continue to fluctuate, we will need to continue to evaluate the carrying value of our refinery reporting units.
We cannot accurately predict the amount and timing of any additional impairments of goodwill or assets in the future. As market prices for refined products and market prices for crude oil continue to fluctuate, we will need to continue to evaluate the carrying value of our reporting units.
A reasonable expectation exists that a deterioration in our operating results or overall economic conditions could result in an impairment of goodwill and/or additional asset impairments at some point in the future. Future impairment charges could be material to our results of operations and financial condition.
A reasonable expectation exists that a deterioration in our operating results or overall economic conditions could result in an impairment of goodwill and/or additional asset impairments at some point in the future. Future impairment charges could be material to our results of operation s and financial condition.
The development and commercialization of new products require significant expenditures over an extended period of time, and some products that we seek to develop may never become profitable, and we could be required to write-off our investments related to a new product that does not reach commercial viability. 33 Table of Content s Our business is subject to the risks of international operations.
The development and commercialization of new products require significant expenditures over an extended period of time, and some products that we seek to develop may never become profitable, and we could be required to write-off our investments related to a new product that does not reach commercial viability. Our business is subject to the risks of international operations.
Decreasing demand for petroleum-based transportation fuels could have a material adverse effect on our financial condition and results of operation. 47 Table of Content s State regulation of petroleum product markets and reporting requirements could adversely impact our business, costs of operation, and financial results.
Decreasing demand for petroleum-based transportation fuels could have a material adverse effect on our financial condition and results of operations. 48 Table of Content s State regulation of petroleum product markets and reporting requirements could adversely impact our business, costs of operation and financial results.
Alternatively, the types of renewable fuels to which these tax credits apply, as well as the applicable value, duration, and requirements, may be modified or amended by governmental action in a form where the types of fuel mixtures we produce are not eligible for the tax credits or are eligible for relatively less benefits than we anticipated.
Alternatively, the types of renewable fuels to which these tax credits apply, as well as the applicable value, duration, and requirements, may be modified or amended by governmental action in a form where the types of fuel mixtures we produce are not eligible for the tax credits or are eligible for relatively less benefits than we anticipated, or that such credits may be phased out.
Our reputation and our brands, including, without limitation, our existing Sinclair, HollyFrontier Specialty Products, Petro-Canada Lubricants, Red Giant Oil and Sonneborn brands, and any brands we may acquire or establish in the future, are an important corporate asset.
Our reputation and our brands, including, without limitation, our existing Sinclair, HollyFrontier Specialty Products, Petro-Canada Lubricants, Red Giant Oil and Sonneborn brands, and any brands we may acquire or establish in the future, are important corporate assets.
Our facilities, pipelines, and other operations are subject to regulation and oversight by international, federal, state, provincial and local regulatory authorities, including the FERC, Commodities Futures Trading Commission, EPA, PHMSA, OSHA, the SEC and the United States Department of Justice, and similar authorities in Canada and the Netherlands, each of which may impose significant civil and criminal penalties or other enforcement actions to ensure compliance with its requirements.
Our facilities, pipelines, and other operations are subject to regulation and oversight by international, federal, state, provincial and local regulatory authorities, including the FERC, Commodities Futures Trading Commission, EPA, PHMSA, OSHA, the SEC and the DOJ, and similar authorities in Canada and the Netherlands, each of which may impose significant civil and criminal penalties or other enforcement actions to ensure compliance with its requirements.
In addition, our existing labor agreements may not prevent a strike or work stoppage or other adverse employee relations event at any of our facilities in the future, and any work stoppage could negatively affect our results of operations and financial condition. 35 Table of Content s Acquisitions involve numerous risks, any of which could adversely affect us.
In addition, our existing labor agreements may not prevent a strike or work stoppage or other adverse employee relations event at any of our facilities in the future, and any work stoppage could negatively affect our results of operations and financial condition. Acquisitions involve numerous risks, any of which could adversely affect us.
This in turn could cause us to be unable to operate our refineries at desired capacity and could adversely affect our profitability and cash flow. We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the credit and capital markets.
This in turn could cause us to be unable to operate our refineries at desired capacity and could adversely affect our profitability and cash flow. 53 Table of Content s We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the credit and capital markets.
Any such regulatory violations could have a material adverse effect on our financial operating results including earnings, cash flow and liquidity. Further, our financial results may be materially affected by the adoption of new or amended financial accounting standards, and regulatory or outside auditor guidance or interpretations.
Any regulatory violations could have a material adverse effect on our results of operations and financial condition, including earnings, cash flow and liquidity. Further, our financial results may be materially affected by the adoption of new or amended financial accounting standards, and regulatory or outside auditor guidance or interpretations.
The case was remitted back to the trial court for a determination of the constitutionality of the legislation based on this ruling. While we are not party to such suits at this time, we may become subject to or impacted by similar litigation in the future.
The case was remitted back to the trial court for a determination of the constitutionality of the legislation based on this ruling. While we are not party to any climate change suits at this time, we may become subject to or impacted by similar litigation in the future.
Moreover, institutional lenders have been lobbied intensively, and often publicly, by environmental activists, advocates of international climate change treaties and agreements, proponents of the international Paris Agreement, and foreign citizenry concerned about climate change not to provide funding for fossil fuel energy companies.
Moreover, institutional lenders have been lobbied intensively, and often publicly, by environmental activists, advocates of international climate change treaties and agreements, proponents of the international Paris Agreement, and citizen groups concerned about climate change not to provide funding for fossil fuel energy companies.
Our access to additional capital may not be available on terms acceptable to us or at all. Changes in trade policies, including the imposition of tariffs, could negatively impact our business, financial condition and results of operations.
Our access to additional capital may not be available on terms acceptable to us or at all. 38 Table of Content s Changes in trade policies, including the imposition of tariffs, could negatively impact our business, financial condition and results of operations.
Any input of our confidential or sensitive data into an AI model for development or use purposes could result in inadvertent disclosure of this data at any time to an unknown third party, which could subject us to litigation or regulatory actions or cause us to breach our contractual obligations.
Any input of our confidential or sensitive data into an AI model could result in inadvertent disclosure of this data at any time to an unknown third-party, which could subject us to litigation or regulatory actions or cause us to breach our contractual obligations.
See also “ Compliance with, or developments with respect to, renewable and low carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low carbon fuels could have an adverse effect on our financial condition and results of operations ” below for more information on how these programs may impact us.
See also “Compliance with, or developments with respect to, renewable and low-carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations” below for more information on how these programs may impact us.
This may hinder or prevent us from meeting our future capital needs. The domestic and global financial markets and economic conditions are disrupted and volatile from time to time due to a variety of factors, including low consumer confidence, high unemployment, geoeconomic and geopolitical issues, weak economic conditions and uncertainty in the financial services sector.
This may hinder or prevent us from meeting our future capital needs. The domestic and global financial markets and economic conditions are subject to disruption and volatility from time to time due to a variety of factors, including low consumer confidence, high unemployment, geoeconomic and geopolitical issues, weak economic conditions and uncertainty in the financial services sector.
The CCDAA requires both public and private U.S. companies that are “doing business in California” and that have a total annual revenue of $1 billion to publicly disclose and verify, on an annual basis, Scope 1, 2, and 3 GHG emissions.
The CCDAA requires both public and private U.S. companies that are “doing business in California” and that have annual revenues of $1 billion to publicly disclose and verify, on an annual basis, Scope 1, 2 and 3 GHG emissions.
Additionally, political, litigation and financial risks may result in curtailed refinery activity, increased liability, or other adverse effects on our business, financial condition and results of operations. 43 Table of Content s There are also increasing risks of litigation related to climate change effects.
Additionally, political, litigation and financial risks may result in curtailed refinery activity, increased liability, or other adverse effects on our business, financial condition and results of operations. There are also increasing risks of litigation related to climate change effects.
We and vendors on our behalf monitor our information technology systems on a 24/7 basis in an effort to detect cyberattacks, security breaches or unauthorized access. Preventative and detective measures we utilize include independent cybersecurity audits and penetration tests.
We and vendors on our behalf monitor our information and operational technology systems on a continuous basis in an effort to detect cyberattacks, security breaches or unauthorized access. Preventative and detective measures we utilize include independent cybersecurity audits and penetration tests.
To the extent that the services of members of our senior management team and key technical personnel would be unavailable to us for any reason, we may be required to hire other personnel to manage and operate our company. We may not be able to locate or employ such qualified personnel on acceptable terms, or at all.
While the services of members of our senior management team and key technical personnel are or may be unavailable to us for any reason, we may be required to hire other personnel to manage and operate our company. We may not be able to locate or employ such qualified personnel on acceptable terms, or at all.
In 2023, the EPA undertook several other regulatory actions related to PFAS chemicals, including, among others, updates to the EPA’s TRI program to remove an exemption for reporting PFAS, and included PFAS exposure as a new enforcement priority for fiscal years 2024-2027.
In 2023, the EPA undertook several other regulatory actions related to PFAS chemicals, including, among others, updates to the EPA’s TRI program to remove an exemption for reporting PFAS, and included PFAS exposure as a National Enforcement and Compliance Initiative for fiscal years 2024-2027.
Any of these events could cause system interruptions, delays, and loss of critical data, and could prevent us from developing or manufacturing products or providing services on a timely basis, which could make our business and services less attractive and subject us to liability. Any of these events could damage our reputation and be expensive to remedy.
Any of these events could cause system interruptions, delays and loss of critical data, and could prevent us from developing or manufacturing products or providing services on a timely basis, which could make our business and services less attractive and subject us to liability.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBased on the information provided through these various processes, our Board of Directors evaluates the risks facing us and provides guidance to management on our risk management strategy. 54 Table of Content s Management’s Role in Assessing and Managing Cybersecurity Risks The CIO, in collaboration with our CISO, and other key leaders across HF Sinclair operations, are primarily responsible for assessing and managing our material risks from cybersecurity threats, monitoring the effectiveness of our cybersecurity detection and response processes in countering current threats and providing updates to our executive team.
Biggest changeManagement’s Role in Assessing and Managing Cybersecurity Risks The CIO, in collaboration with our CISO, and other key leaders across HF Sinclair operations, are primarily responsible for assessing and managing our material risks from cybersecurity threats, monitoring the effectiveness of our cybersecurity detection and response processes in countering current threats and providing updates to our executive team.
In addition to our efforts to continually evaluate our cybersecurity program and cybersecurity risks based upon emerging threats as a part of our risk management processes, cybersecurity risks to the Company are evaluated periodically through internal audits and annually by independent consultants, and we seek to incorporate learnings into our overall risk matrices.
In addition to our efforts to continually evaluate our cybersecurity program and cybersecurity risks based upon emerging threats as part of our risk management processes, cybersecurity risks to the Company are evaluated periodically through internal audits and annually by independent consultants, and we seek to incorporate learnings into our overall risk matrices.
Globally, as cybersecurity incidents are occurring more often and using increasingly sophisticated methods, we are at risk for interruptions, outages and breaches of operational systems, including business, financial, accounting, product development, data processing or manufacturing processes, owned by us or our third-party vendors or suppliers, or data that we process or that our third-party service providers process on our behalf.
Globally, as cybersecurity incidents are occurring more often and are being perpetrated using increasingly sophisticated methods, we are at risk for interruptions, outages and breaches of operational systems, including business, financial, accounting, product development, data processing or manufacturing processes, owned by us or our third-party vendors or suppliers, or data that we process or that our third-party service providers process on our behalf.
The CIO has over 25 years of Information Technology experience, 20 of those years leading large programs within the Oil & Gas industry, including mergers and acquisitions, cybersecurity, digital transformation. The CISO also brings over 30 years of Information Technology experience, with almost 20 years of Oil & Gas experience which includes IT & OT Cybersecurity and technology infrastructure.
The CIO has over 25 years of Information Technology experience, 20 of those years leading large programs within the Oil & Gas industry, including mergers and acquisitions, cybersecurity, digital transformation. The CISO also brings over 30 years of Information Technology experience, with almost 20 years of Oil & Gas experience that includes IT & OT Cybersecurity and technology infrastructure.
As of the date of this Annual Report on Form 10-K, though the Company and our service providers have experienced certain cybersecurity incidents, we are not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect our Company.
As of the date of this Annual Report on Form 10-K, while the Company and our service providers have experienced certain cybersecurity incidents, we are not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company.
Any such cyber incidents have the potential to materially disrupt or shut down operational systems; result in loss of, unauthorized access to, or copying or transfer of intellectual property assets, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers or others; and/or jeopardize the security of our facilities.
Any such cyber incidents have the potential to materially disrupt or shutdown operational systems; result in loss of, unauthorized access to, or copying or transfer of intellectual property assets, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers or others; and/or jeopardize the security of our facilities.
However, we acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cybersecurity attack will not occur. While we devote resources to our security measures designed to protect our systems and information, no security measure is infallible. See Item 1A.
However, we acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cybersecurity attack will not occur. While we devote resources to our security measures designed to protect our systems and information, no security measure is infallible.
Item 1C. Cybersecurity Description of Processes for Assessing, Identifying, and Managing Cybersecurity Risks We are focusing on cybersecurity risk, particularly as our operations become increasingly dependent on digital technologies for controlling our plants and pipelines, processing transactions and summarizing and reporting results of operations.
Item 1C. Cybersecurity Description of Processes for Assessing, Identifying, and Managing Cybersecurity Risks We focus on cybersecurity risk, particularly as our operations become increasingly dependent on digital technologies for managing our plants and pipelines, processing transactions and summarizing and reporting results of operations.
The CIO serves as Chair of the Company’s management level Cyber Risk Committee, which provides oversight over the Company’s strategy and controls to identify, manage and mitigate risks related to cybersecurity and incident response and resiliency associated with the Company’s IT and OT environments, and is comprised of representatives from compliance, IT and OT cybersecurity, internal audit, legal and risk.
The CIO serves as Executive Sponsor, and the CISO serves as Managing Chair, of the Company’s management level Cybersecurity Risk and Controls Review Committee, which provides oversight over the Company’s strategy and controls to identify, manage and mitigate risks related to cybersecurity and incident response and resiliency associated with the Company’s IT and OT environments, and is comprised of representatives from compliance, IT and OT cybersecurity, internal audit, legal and risk.
We also work with third-party service providers that may in the course of their business relationship with us collect, store, process and transmit such data on our behalf. As further described in Item 1A.
We also work with third-party service providers that may in the course of their business relationship with us collect, store, process and transmit such data on our behalf.
As part of this oversight, the Board of Directors and the Audit Committee meet regularly to discuss the progress of ongoing initiatives and to seek coordination between enterprise stakeholders.
As part of this oversight, the Board of Directors meets regularly to discuss the progress of ongoing initiatives and to seek coordination between enterprise stakeholders.
The Company has adopted multiple incident response plans that establish guidelines for responding to incidents that may compromise the confidentiality, integrity and availability of Company information and systems, including referring matters to the Company’s Incident Response Team and, as appropriate, to the Chief Executive Officer and the Board of Directors for additional evaluation and oversight.
The Company has adopted an integrated Cybersecurity Incident Response Plan that establishes guidelines for responding to incidents that may compromise the confidentiality, integrity and availability of Company information and systems, including referring matters to the Company’s Crisis Management Team and, as appropriate, to the Chief Executive Officer and the Board of Directors for additional evaluation and oversight.
“Risk Factors – Risks Related to Cybersecurity, Data Security, and Privacy, Information Technology and Intellectual Property” for additional information about the risks to our business associated with a breach or compromise to our IT systems.
See Item 1A “Risk Factors – Risks Related to Cybersecurity, Data Security, and Privacy, Information Technology and Intellectual Property” for additional information about the risks to our business associated with a breach or compromise to our IT systems. 56 Table of Content s
In addition, we use third-party tools for vulnerability scans to identify external and internal risks. Each employee’s and contractor’s ability to recognize and report cybersecurity threats is an important component of our cybersecurity program. On an annual basis, all Company employees are required to complete cybersecurity training.
In addition, we use third-party tools for vulnerability scans to identify external and internal risks. 55 Table of Content s Employees’ and contractors’ abilities to recognize and report cybersecurity threats is an important component of our cybersecurity program. On an annual basis, all Company employees are required to complete cybersecurity training.
The Chair of the Cyber Risk Committee reports to the Company’s management level Risk Management Oversight Committee on a regular basis and both the Chair of the Cyber Risk Committee and the CISO report to the Board of Directors on a regular basis.
The Sponsor of the Cybersecurity Risk and Controls Review Committee reports to the Company’s management level Risk Management Oversight Committee on a regular basis. Both the Executive Sponsor and Managing Chair of the Cybersecurity Risk and Controls Review Committee report to the Board of Directors on a regular basis.
“Risk Factors – Risks Related to Cybersecurity, Data Security, and Privacy, Information Technology and Intellectual Property,” the Department of Homeland Security’s (“DHS”) Transportation Safety Administration has issued a series of security directives that require us to take a number of actions, including among other things, to appoint personnel, report confirmed and potential cybersecurity incidents to the DHS Cybersecurity and Infrastructure Security Agency and provide vulnerability assessments.
As further described in Item 1A “Risk Factors – Risks Related to Cybersecurity, Data Security, and Privacy, Information Technology and Intellectual Property,” the DHS’s Transportation Security Administration has issued a series of security directives that require us to take a number of actions, including among other things, appointing personnel, reporting confirmed and potential cybersecurity incidents to the DHS Cybersecurity and Infrastructure Security Agency and providing vulnerability assessments.
Board of Directors’ Oversight of Risks from Cybersecurity Risks Cybersecurity risks are overseen by our full Board of Directors with input from the Audit Committee, which reviews the results of internal audit assessments and tests related to cybersecurity.
Board of Directors’ Oversight of Cybersecurity Risks Cybersecurity risks are overseen by our full Board of Directors, while our Audit Committee also receives and reviews updates on the results of internal audit assessments and tests related to cybersecurity, data privacy and IT matters.
Added
Based on the information provided through these various processes, our Board of Directors evaluates the risks facing us and provides guidance to management on our risk management strategy.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe 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. 55 Table of Content s 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 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.
Biggest changeThe 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.
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.
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 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 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.
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.
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.
On October 31, 2024, HFS Puget Sound presented its counteroffer to the PSR Matter Government Agencies’ proposed injunctive relief terms. HFS Puget Sound is awaiting a response from the PSR Matter Government Agencies to its October 31, 2024 counteroffer to resolve these issues. HFS Puget Sound believes that it is entitled to indemnification for certain of the matters described above.
It is too early to determine the final impact of the DC Circuit’s decisions. 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.
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.
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.
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 DC Circuit, sought to have the EPA’s reversal of our 2018 small refinery exemption petitions overturned.
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 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 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.
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.
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 Annual Report on Form 10-K and the remainder of which must be completed by various deadlines, ending in 2031. 56 Table of Content s 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.
Environmental Matters Puget Sound HF Sinclair Puget Sound Refining LLC (“HFS Puget Sound”) has been engaged in discussions with, and has responded to document requests from, the Northwest Clean Air Agency, 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.
Removed
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.
Added
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. 57 Table of Content s 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.
Removed
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.
Added
On August 22, 2025, the EPA granted, in whole or in part, small refinery exemption petitions for the Woods Cross Refinery, Cheyenne Refinery, Casper Refinery and Parco Refinery for various compliance years from 2019 to 2024.
Removed
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.
Added
The EPA also denied, in whole or in part, small refinery exemption petitions for the Cheyenne Refinery, Woods Cross Refinery, Casper Refinery, and Parco Refinery for various compliance years from 2019 to 2024. In October 2025, certain of our subsidiaries filed lawsuits in the DC Circuit to overturn the EPA’s August 2025 denials and other actions.
Removed
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.
Added
On November 7, 2025, the EPA granted in whole small refinery exemption petitions for our refinery at our Tulsa East facility for compliance years 2023 and 2024. The EPA also granted partial exemptions for 12 small refinery exemption petitions from other refining companies and denied two petitions.
Removed
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.
Added
On December 11, 2025, the Renewable Fuels Association filed a lawsuit in the DC Circuit to overturn the EPA’s November 2025 grants. On January 8, 2026, the DC Circuit consolidated the Renewable Fuels Association’s lawsuit with ours and other petitioners’ lawsuits regarding the EPA’s August 2025 exemption decisions.
Removed
The 2025 Consent Decree is subject to a 30-day public comment period and will not become effective until it is approved by the U.S. District Court.
Added
On January 12, 2026, certain of our subsidiaries filed a motion to intervene in the lawsuit to defend the EPA’s grant of our small refinery exemption petitions. These lawsuits remain pending, and we are unable to estimate the costs we may incur, if any, at this time.
Removed
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.
Removed
Separately, under the 2002 consent decree, HFS Navajo must pay stipulated penalties in the amount of $1 million, divided equally between the United States and the State of New Mexico, by March 22, 2025. On January 29, 2025, HFS Navajo submitted these stipulated penalty payments to the United States and the State of New Mexico under the 2002 consent decree.
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+3 added−2 removed1 unchanged
Biggest changeThe timing and amount of share repurchases, including those from REH Company, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. This share repurchase program may be discontinued at any time by our Board of Directors.
Biggest changeThe 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.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the trading symbol “DINO.” On May 7, 2024, our Board of Directors approved a $1.0 billion share repurchase program, which replaced all existing share repurchase programs (the “May 2024 Share Repurchase Program”).
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange and NYSE Texas, Inc. under the trading symbol “DINO.” In May 2024, our Board of Directors approved a $1.0 billion share repurchase program (the “2024 Share Repurchase Program”), which replaced all existing share repurchase programs.
The declaration and payment of dividends remains at the full discretion of the Board of Directors and will depend on our financial results, cash requirements, future prospects and other factors deemed relevant by the Board of Directors. Item 6. [ Reserved]
The declaration and payment of dividends remain at the full discretion of the Board of Directors and depends on our financial results, cash requirements, future prospects and other factors deemed relevant by the Board of Directors. Item 6. [ Reserved]
This 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 (formerly known as The Sinclair Companies) (and together with its affiliate REH Advisors Inc., “REH”) are also authorized under this share repurchase program, subject to REH’s interest in selling its shares and other limitations.
The 2024 Share Repurchase Program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. Privately negotiated repurchases from REH Advisors Inc. (“REH”) are also authorized under the 2024 Share Repurchase Program, subject to REH’s interest in selling its shares and other limitations.
Removed
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. During the fourth quarter of 2024, we made no common stock purchases under the May 2024 Share Repurchase Program.
Added
The 2024 Share Repurchase Program may be discontinued at any time by our Board of Directors.
Removed
As of December 31, 2024, $799 million remained available for share repurchases under the May 2024 Share Repurchase Program. As of February 14, 2025, we had approximately 1,529 registered holders of our common stock.
Added
The following table includes repurchases made under this program during the fourth quarter of 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (In millions, except share and per share data) October 2025 — $ — — $ 589 November 2025 2,094,492 $ 53.42 2,094,492 $ 477 December 2025 350,000 $ 51.07 350,000 $ 459 Total for October to December 2025 2,444,492 2,444,492 As of December 31, 2025, $459 million remained available for share repurchases under the 2024 Share Repurchase Program.
Added
For more information on our repurchases, see Note 16 “Stockholders’ Equity” in the Notes to the Consolidated Financial Statements. As of February 20, 2026, we had approximately 1,427 registered holders of our common stock.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−1 removed0 unchanged
Biggest changeItem 6. [Reserved] 58 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 58 O verview 58 R esults of Operations 61 Liquidity and Capital Resources 70 C ritical Accounting Policies and Estimates 75 R isk Management 76 R econciliations to Amou nts Reported Under Generally Accept ed Accounting Principles 77 Item 7A.
Biggest changeItem 6. [Reserved] 59 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 59 Overview 60 Results of Operations 62 Liquidity and Capital Resources 70 Critical Accounting Policies and Estimates 74 Risk Management 75 Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles 77 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 80 Item 8.
Removed
Quantitative and Qualitative Disclosures about Market Risk 80 Item 8. Financial Statements and Supplementary Data 81

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

124 edited+39 added−68 removed34 unchanged
Biggest changeYears Ended December 31, 2024 2023 2022 Mid-Continent Region Crude charge (BPD) (1) 251,650 237,510 283,160 Refinery throughput (BPD) (2) 267,200 256,810 299,380 Sales of produced refined products (BPD) (3) 267,130 248,330 280,800 Refinery utilization (4) 96.8 % 91.4 % 108.9 % Average per produced barrel sold (5) Gross margin (6) $ (0.27) $ 6.65 $ 13.92 Operating expenses (7) 6.65 6.92 6.10 Adjusted refinery gross margin (8) $ 8.21 $ 17.31 $ 21.82 Less: adjusted refinery operating expenses (9) 6.65 6.92 6.10 Adjusted refinery gross margin, less adjusted refinery operating expenses $ 1.56 $ 10.39 $ 15.72 Operating expenses per throughput barrel (10) $ 6.65 $ 6.69 $ 5.72 Adjusted refinery operating expenses per throughput barrel (9) (11) $ 6.65 $ 6.69 $ 5.72 62 Table of Content s Years Ended December 31, 2024 2023 2022 Mid-Continent Region Feedstocks: Sweet crude oil 54 % 56 % 58 % Sour crude oil 23 % 20 % 20 % Heavy sour crude oil 17 % 16 % 16 % Other feedstocks and blends 6 % 8 % 6 % Total 100 % 100 % 100 % Sales of refined products: Gasolines 52 % 51 % 51 % Diesel fuels 31 % 30 % 33 % Jet fuels 6 % 6 % 6 % Fuel oil 1 % 1 % 1 % Asphalt 4 % 4 % 3 % Base oils 4 % 4 % 4 % LPG and other 2 % 4 % 2 % Total 100 % 100 % 100 % West Region Crude charge (BPD) (1) 350,430 330,030 323,820 Refinery throughput (BPD) (2) 376,050 360,200 347,590 Sales of produced refined products (BPD) (3) 370,040 353,950 347,540 Refinery utilization (4) 83.8 % 79.0 % 81.4 % Average per produced barrel sold (5) Gross margin (6) $ 0.61 $ 11.34 $ 19.52 Operating expenses (7) 9.32 9.69 8.96 Adjusted refinery gross margin (8) $ 12.04 $ 23.69 $ 30.16 Less: adjusted refinery operating expenses (9) 9.06 9.69 8.96 Adjusted refinery gross margin, less adjusted refinery operating expenses $ 2.98 $ 14.00 $ 21.20 Operating expenses per throughput barrel (10) $ 9.17 $ 9.53 $ 8.96 Adjusted refinery operating expenses per throughput barrel (9) (11) $ 8.92 $ 9.53 $ 8.96 Feedstocks: Sweet crude oil 34 % 30 % 28 % Sour crude oil 43 % 45 % 50 % Heavy sour crude oil 10 % 11 % 10 % Wax crude oil 6 % 6 % 5 % Other feedstocks and blends 7 % 8 % 7 % Total 100 % 100 % 100 % Sales of refined products: Gasolines 52 % 54 % 53 % Diesel fuels 32 % 31 % 32 % Jet fuels 6 % 6 % 5 % Fuel oil 2 % 2 % 3 % Asphalt 2 % 2 % 3 % LPG and other 6 % 5 % 4 % Total 100 % 100 % 100 % 63 Table of Content s Years Ended December 31, 2024 2023 2022 Consolidated Crude charge (BPD) (1) 602,080 567,540 606,980 Refinery throughput (BPD) (2) 643,250 617,010 646,970 Sales of produced refined products (BPD) (3) 637,170 602,280 628,340 Refinery utilization (4) 88.8 % 83.7 % 92.3 % Average per produced barrel sold (5) Gross margin (6) $ 0.24 $ 9.41 $ 17.02 Operating expenses (7) 8.20 8.55 7.68 Adjusted refinery gross margin (8) $ 10.43 $ 21.06 $ 26.43 Less: adjusted refinery operating expenses (9) 8.05 8.55 7.68 Adjusted refinery gross margin, less adjusted refinery operating expenses $ 2.38 $ 12.51 $ 18.75 Operating expenses per throughput barrel (10) $ 8.12 $ 8.35 $ 7.46 Adjusted refinery operating expenses per throughput barrel (9) (11) $ 7.98 $ 8.35 $ 7.46 Feedstocks: Sweet crude oil 42 % 42 % 42 % Sour crude oil 35 % 34 % 36 % Heavy sour crude oil 13 % 13 % 13 % Wax crude oil 4 % 3 % 3 % Other feedstocks and blends 6 % 8 % 6 % Total 100 % 100 % 100 % Sales of refined products: Gasolines 53 % 53 % 52 % Diesel fuels 31 % 30 % 32 % Jet fuels 6 % 6 % 6 % Fuel oil 1 % 1 % 2 % Asphalt 3 % 3 % 3 % Base oils 2 % 2 % 2 % LPG and other 4 % 5 % 3 % Total 100 % 100 % 100 % (1) Crude charge represents the barrels per day of crude oil processed at our refineries.
Biggest changeYears Ended December 31, 2025 2024 2023 Mid-Continent Region Crude charge (BPD) (1) 267,030 251,650 237,510 Refinery throughput (BPD) (2) 284,620 267,200 256,810 Sales of produced refined products (BPD) (3) 270,920 267,130 248,330 Refinery utilization (4) 102.7 % 96.8 % 91.4 % Average per produced barrel sold: (5) Gross margin (6) $ 3.45 $ (0.27) $ 6.65 Operating expenses (7) 6.48 6.65 6.92 Adjusted refinery gross margin (8) $ 14.38 $ 8.21 $ 17.31 Less: adjusted refinery operating expenses (9) 6.48 6.65 6.92 Adjusted refinery gross margin, less adjusted refinery operating expenses $ 7.90 $ 1.56 $ 10.39 Operating expenses per throughput barrel (10) $ 6.16 $ 6.65 $ 6.69 Adjusted refinery operating expenses per throughput barrel (9) (11) $ 6.16 $ 6.65 $ 6.69 63 Table of Content s Years Ended December 31, 2025 2024 2023 Mid-Continent Region Feedstocks: Sweet crude oil 51 % 54 % 56 % Sour crude oil 26 % 23 % 20 % Heavy sour crude oil 17 % 17 % 16 % Other feedstocks and blends 6 % 6 % 8 % Total 100 % 100 % 100 % Sales of produced refined products: Gasolines 52 % 52 % 51 % Diesel fuels 31 % 31 % 30 % Jet fuels 7 % 6 % 6 % Fuel oil 1 % 1 % 1 % Asphalt 3 % 4 % 4 % Base oils 4 % 4 % 4 % LPG and other 2 % 2 % 4 % Total 100 % 100 % 100 % West Region Crude charge (BPD) (1) 337,320 350,430 330,030 Refinery throughput (BPD) (2) 367,460 376,050 360,200 Sales of produced refined products (BPD) (3) 367,160 370,040 353,950 Refinery utilization (4) 80.7 % 83.8 % 79.0 % Average per produced barrel sold: (5) Gross margin (6) $ 3.35 $ 0.61 $ 11.34 Operating expenses (7) 8.84 9.32 9.69 Adjusted refinery gross margin (8) $ 16.10 $ 12.04 $ 23.69 Less: adjusted refinery operating expenses (9) 8.84 9.06 9.69 Adjusted refinery gross margin, less adjusted refinery operating expenses $ 7.26 $ 2.98 $ 14.00 Operating expenses per throughput barrel (10) $ 8.83 $ 9.17 $ 9.53 Adjusted refinery operating expenses per throughput barrel (9) (11) $ 8.83 $ 8.92 $ 9.53 Feedstocks: Sweet crude oil 32 % 34 % 30 % Sour crude oil 44 % 43 % 45 % Heavy sour crude oil 11 % 10 % 11 % Wax crude oil 5 % 6 % 6 % Other feedstocks and blends 8 % 7 % 8 % Total 100 % 100 % 100 % Sales of produced refined products: Gasolines 54 % 52 % 54 % Diesel fuels 32 % 32 % 31 % Jet fuels 5 % 6 % 6 % Fuel oil 2 % 2 % 2 % Asphalt 2 % 2 % 2 % LPG and other 5 % 6 % 5 % Total 100 % 100 % 100 % 64 Table of Content s Years Ended December 31, 2025 2024 2023 Consolidated Crude charge (BPD) (1) 604,350 602,080 567,540 Refinery throughput (BPD) (2) 652,080 643,250 617,010 Sales of produced refined products (BPD) (3) 638,080 637,170 602,280 Refinery utilization (4) 89.1 % 88.8 % 83.7 % Average per produced barrel sold: (5) Gross margin (6) $ 3.39 $ 0.24 $ 9.41 Operating expenses (7) 7.84 8.20 8.55 Adjusted refinery gross margin (8) $ 15.37 $ 10.43 $ 21.06 Less: adjusted refinery operating expenses (9) 7.84 8.05 8.55 Adjusted refinery gross margin, less adjusted refinery operating expenses $ 7.53 $ 2.38 $ 12.51 Operating expenses per throughput barrel (10) $ 7.67 $ 8.12 $ 8.35 Adjusted refinery operating expenses per throughput barrel (9) (11) $ 7.67 $ 7.98 $ 8.35 Feedstocks: Sweet crude oil 40 % 42 % 42 % Sour crude oil 36 % 35 % 34 % Heavy sour crude oil 14 % 13 % 13 % Wax crude oil 3 % 4 % 3 % Other feedstocks and blends 7 % 6 % 8 % Total 100 % 100 % 100 % Sales of produced refined products: Gasolines 53 % 53 % 53 % Diesel fuels 31 % 31 % 30 % Jet fuels 6 % 6 % 6 % Fuel oil 2 % 1 % 1 % Asphalt 2 % 3 % 3 % Base oils 2 % 2 % 2 % LPG and other 4 % 4 % 5 % Total 100 % 100 % 100 % (1) Crude charge represents the barrels per day of crude oil processed at our refineries.
EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure our operating performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants.
EBITDA 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.
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.
Adjusted renewables gross margin per produced gallon sold is total Renewables segment gross margin plus Lower of cost or market inventory valuation adjustments , Operating expenses and Depreciation and amortization , divided by sales volumes of produced renewables products.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7 of Part II of this Annual Report on Form 10-K. Lubricants & Specialties Segment Operating Data The following table sets forth information about our lubricants and specialties operations.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K. Lubricants & Specialties Segment Operating Data The following table sets forth information about our lubricants and specialties operations.
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 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 2024 Share Repurchase Program, subject to REH’s interest in selling its shares and other limitations.
Our goodwill impairment testing first entails either a quantitative assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Our goodwill impairment testing entails either a quantitative assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
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.
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 2024 Share Repurchase Program.
EBITDA presented above is reconciled to net income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” within Item 7 of Part II of this Annual Report on Form 10-K. Supplemental Segment Operating Data Our operations are organized into five reportable segments, Refining, Renewables, Marketing, Lubricants & Specialties and Midstream.
EBITDA presented above is reconciled to Net income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K. Supplemental Segment Operating Data Our operations are organized into five reportable segments, Refining, Renewables, Marketing, Lubricants & Specialties and Midstream.
The income approach reflects expected future cash flows based on estimated forecasted production levels, selling prices, gross margins, operating costs and capital expenditures. Our market approaches include both the guideline public company and guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions and other market data of other like-kind assets.
The income approach reflects expected future cash flows based on estimated forecasted production levels, selling prices, gross margins, operating costs and capital expenditures. Our market approaches include both the guideline public company and guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions and other market data for like-kind assets.
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 7 of Part II of this Annual Report on Form 10-K.
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” in Item 7 of Part II of this Annual Report on Form 10-K.
EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included on our consolidated financial statements.
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.
We have estimated future payments under these fixed-quantity agreements expiring between 2025 and 2031 using current market rates. (4) Consists of contractual obligations under agreements with third parties for the transportation of crude oil, natural gas and feedstocks to our refineries and for terminal and storage services under contracts expiring between 2025 and 2038.
We have estimated future payments under these fixed-quantity agreements expiring between 2026 and 2031 using current market rates. (4) Consists of contractual obligations under agreements with third parties for the transportation of crude oil, natural gas and feedstocks to our refineries and for terminal and storage services under contracts expiring between 2026 and 2038.
EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included on our consolidated financial statements.
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.
(4) Represents total Renewables segment Operating expenses , exclusive of Depreciation and amortization , divided by sales volumes of produced renewables products. 65 Table of Content s 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.
(4) Represents total Renewables segment Operating expenses , exclusive of Depreciation and amortization , divided by sales volumes of produced renewables products. 66 Table of Content s 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.
See Note 20 “Segment Information” in the Notes to Consolidated Financial Statements for additional information on our reportable segments. 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.
See Note 19 “Segment Information” in the Notes to Consolidated Financial Statements for additional information on our reportable segments. 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.
(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 7 of Part II of this Annual Report on Form 10-K.
(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” in Item 7 of Part II of this Annual Report on Form 10-K.
EBITDA should not be considered as an alternative to net income or operating income 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 should not be considered as an alternative to Net income or Income from operations as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies.
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 which have not yet been completed. Refinery turnaround spending is amortized over the useful life of the turnaround. The refining industry is capital intensive and requires on-going investments to sustain our refining operations.
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 which have not yet been completed. Refinery turnaround spending is amortized over the useful life of the turnaround. The refining industry is capital-intensive and requires ongoing investments to sustain our refining operations.
This 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.
This margin measure excludes 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.
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.
Further, from time to time we may 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 depends on prevailing market conditions, our liquidity requirements and other factors.
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.
This margin measure excludes 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.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7 of Part II of this Annual Report on Form 10-K.
Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K.
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.
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.
(2) We have financing arrangements related to the sale and subsequent lease-back of certain of our precious metals. (3) We have long-term supply agreements to secure certain quantities of crude oil, feedstock and other resources used in the production process at market prices.
(2) We have financing arrangements related to the sale and subsequent leaseback of certain of our precious metals. (3) We have long-term supply agreements to secure certain quantities of crude oil, feedstock and other resources used in the production process at market prices.
(5) Operating and finance lease obligations include options to extend terms that are reasonably certain of being exercised. 74 Table of Content s CRITICAL ACCOUNTING POLICIES AND 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.
(5) Operating and finance lease obligations include options to extend terms that are reasonably certain of being exercised. CRITICAL ACCOUNTING POLICIES AND 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.
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.
Operational Interruption Risk Management Our operations are subject to catastrophic losses, operational hazards and unforeseen interruptions, including but not limited to fire, explosion, releases or spills, cyberattacks, weather-related perils, vandalism, power failures, mechanical failures and other events beyond our control.
(2) Regulatory charges represent a one-time penalty of $35 million related to the 2025 Consent Decree. Refer to Note 19 for further information.
(2) Regulatory charges represent a one-time penalty of $35 million related to the 2025 Consent Decree. Refer to Note 18 for further information.
(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. 78 Table of Content s Reconciliation of renewables operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in financial statements.
(3) Represents barrels sold of refined products produced at our refineries (including Asphalt and intersegment sales) and excludes volumes of refined products purchased for resale or volumes of excess crude oil sold. 78 Table of Content s Reconciliation of renewables operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
(11) Represents total Refining segment adjusted refinery operating expenses, exclusive of Depreciation and amortization , divided by Refinery throughput. 64 Table of Content s Renewables Segment Operating Data The following table sets forth information, including non-GAAP performance measures, about our renewables operations.
(11) Represents total Refining segment adjusted refinery operating expense s , exclusive of Depreciation and amortization , divided by refinery throughput. 65 Table of Content s Renewables Segment Operating Data The following table sets forth information, including non-GAAP performance measures, about our renewables operations.
See Note 14 “Debt” in the Notes to Consolidated Financial Statements for additional information on these financing arrangements.
See Note 13 “Debt” in the Notes to Consolidated Financial Statements for additional information on these financing arrangements.
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 brand ed stations and license the use of the Sinclair brand at more than 300 a d ditional locations throughout the country.
We market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and we supply high-quality fuels to more than 1,700 brand ed stations and license the use of the Sinclair brand to more than 350 a d ditional locations throughout the country.
This includes replacement of, or rebuilding, refinery units and components that extend the 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.
This includes replacement of, or rebuilding, refinery units and components that extend their useful lives. 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.
If we determine that based on the qualitative factors that it is more likely than not that the carrying value of the reporting unit is greater than its fair value, a quantitative test is performed in which we estimate the fair value of the related reporting unit.
With our qualitative assessment, if we determine based on the qualitative factors that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, a quantitative test is performed in which we estimate the fair value of the related reporting unit.
For the fixed rate HollyFrontier Corporation, HF Sinclair and HEP Senior Notes (each as defined in Note 14 “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.
For the fixed rate HF Sinclair, HollyFrontier and HEP Senior Notes (each as demarcated in Note 13 “Debt” in the Notes to Consolidated Financial Statements), changes in interest rates will generally affect the fair value of the debt, but not earnings or cash flows.
Lower of cost or market inventory valuation adjustments increased pre-tax earnings by $43 million for the year ended December 31, 2024 and decreased pre-tax earnings by $271 million for the year ended December 31, 2023.
Lower of cost or market inventory valuation adjustments decreased pre-tax earnings by $417 million for the year ended December 31, 2025 and increased pre-tax earnings by $43 million for the year ended December 31, 2024.
In addition, components of our long-term growth strategy include the optimization of existing units at our facilities and selective acquisition of complementary assets for our operations intended to increase earnings and cash flow.
In addition, components of our long-term growth strategy include the optimization of existing units at our facilities, expansion of our Midstream footprint and selective acquisition of complementary assets for our operations intended to capture synergies and increase earnings and cash flow.
The following sensitivity analysis provides the hypothetical effects of market price fluctuations in commodity prices for our open commodity derivative contracts at December 31, 2024 and 2023: December 31, Derivative Fair Value Gain (Loss) 2024 2023 (In millions) 10% increase in underlying commodity prices $ (4) $ (5) 10% decrease in underlying commodity prices $ 4 $ 5 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.
The following sensitivity analysis provides the hypothetical effects of market price fluctuations to the commodity hedged under our derivative contracts at December 31, 2025 and 2024: December 31, Derivative Fair Value Gain (Loss) 2025 2024 (In millions) 10% increase in underlying commodity prices $ (6) $ (4) 10% decrease in underlying commodity prices $ 6 $ 4 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.
Within our Lubricants & Specialties segment, FIFO impact was a charge of $45 million and $13 million for the years ended December 31, 2024 and 2023, respectively.
Within our Lubricants & Specialties segment, FIFO impact was a charge of $8 million and $45 million for the years ended December 31, 2025 and 2024, respectively.
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 $446 million for the year ended December 31, 2024.
The regulations, in part, require refiners to annually increase amounts of “renewable fuels” relative 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 $475 million for the year ended December 31, 2025.
We are exposed to market risks related to the volatility in crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations.
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.
Earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, is calculated as Net income attributable to HF Sinclair stockholders plus (i) Income tax expense (benefit) , (ii) Interest expense , net of Interest income and (iii) Depreciation and amortization .
Earnings before interest, taxes, depreciation and amortization, referred to as EBITDA, is calculated as Net income attributable to HF Sinclair stockholders plus (i) Interest expense , net of Interest income , (ii) Income tax expense and (iii) Depreciation and amortization .
Changes in working capital increased operating cash flows by $554 million and decreased operating cash flows by $120 million for the years ended December 31, 2024 and 2023, respectively. Additionally, for the year ended December 31, 2024, turnaround expenditures were $413 million compared to $556 million for the year ended December 31, 2023.
Changes in working capital decreased operating cash flows by $303 million and increased operating cash flows by $554 million for the years ended December 31, 2025 and 2024, respectively . Additionally, for the year ended December 31, 2025 , turnaround expenditures were $437 million compared to $413 million for the year ended December 31, 2024 .
(2) Exclusive of Lower of cost or market inventory valuation adjustments. 61 Table of Content s Other Financial Data Years Ended December 31, 2024 2023 2022 (In millions) Net cash provided by operating activities $ 1,110 $ 2,297 $ 3,777 Net cash used for investing activities $ (468) $ (371) $ (774) Net cash used for financing activities $ (1,182) $ (2,244) $ (1,561) Capital expenditures $ 470 $ 385 $ 524 EBITDA (1) $ 1,133 $ 2,900 $ 4,621 (1) Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as Net income attributable to HF Sinclair stockholders plus (i) Income tax expense (benefit) , (ii) Interest expense , net of Interest income and (iii) Depreciation and amortization .
(2) Exclusive of Lower of cost or market inventory valuation adjustments. 62 Table of Content s Other Financial Data Years Ended December 31, 2025 2024 2023 (In millions) Net cash provided by operating activities $ 1,315 $ 1,110 $ 2,297 Net cash used for investing activities $ (516) $ (468) $ (371) Net cash used for financing activities $ (631) $ (1,182) $ (2,244) Capital expenditures $ 449 $ 470 $ 385 EBITDA (1) $ 1,809 $ 1,133 $ 2,900 (1) Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as Net income attributable to HF Sinclair stockholders plus (i) Income tax expense (benefit) , (ii) Interest expense , net of Interest income and (iii) Depreciation and amortization .
Years Ended December 31, 2024 2023 2022 Marketing Number of branded sites at period end (1) 1,627 1,540 1,513 Sales of refined products (in thousand gallons) 1,376,291 1,441,607 1,118,444 Average per gallon sold: (2) Gross margin (3) $ 0.06 $ 0.05 $ 0.04 Adjusted marketing gross margin (4) $ 0.08 $ 0.07 $ 0.06 (1) Includes certain non-Sinclair branded sites.
Years Ended December 31, 2025 2024 2023 Marketing Number of branded sites at period end (1) 1,744 1,627 1,540 Sales of refined products (in thousand gallons) 1,328,006 1,376,291 1,441,607 Average per gallon sold: (2) Gross margin (3) $ 0.08 $ 0.06 $ 0.05 Adjusted marketing gross margin (4) $ 0.11 $ 0.08 $ 0.07 (1) Includes certain non-Sinclair branded sites.
Years Ended December 31, 2024 2023 2022 Lubricants & Specialties Sales of produced refined products (BPD) 32,100 30,210 32,530 Sales of produced refined products: Finished products 48 % 50 % 51 % Base oils 26 % 27 % 28 % Other 26 % 23 % 21 % Total 100 % 100 % 100 % 66 Table of Content s Midstream Segment Operating Data The following table sets forth information about our midstream operations.
Years Ended December 31, 2025 2024 2023 Lubricants & Specialties Sales of produced refined products (BPD) 30,733 32,100 30,210 Sales of produced refined products: Finished products 50 % 48 % 50 % Base oils 26 % 26 % 27 % Other 24 % 26 % 23 % Total 100 % 100 % 100 % 67 Table of Content s Midstream Segment Operating Data The following table sets forth information about our midstream operations.
As of December 31, 2024, we had remaining authorization to repurchase up to $799 million under the May 2024 Share Repurchase Program.
As of December 31, 2025, we had remaining authorization to repurchase up to $459 million under the 2024 Share Repurchase Program.
Set forth below is our calculation of EBITDA: Years Ended December 31, 2024 2023 2022 (In millions) Net income attributable to HF Sinclair stockholders $ 177 $ 1,590 $ 2,923 Add: interest expense 165 191 176 Less: interest income (75) (94) (30) Add: income tax expense 34 442 895 Add: depreciation and amortization 832 771 657 EBITDA $ 1,133 $ 2,900 $ 4,621 77 Table of Content s Reconciliations of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in financial statements.
Set forth below is our calculation of EBITDA: Years Ended December 31, 2025 2024 2023 (In millions) Net income attributable to HF Sinclair stockholders $ 579 $ 177 $ 1,590 Add: interest expense 217 165 191 Less: interest income (42) (75) (94) Add: income tax expense 146 34 442 Add: depreciation and amortization 909 832 771 EBITDA $ 1,809 $ 1,133 $ 2,900 77 Table of Content s Reconciliations of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
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.
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.
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.
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.
Years Ended December 31, 2024 2023 2022 Renewables Sales of produced renewables products (in thousand gallons) 255,639 215,510 136,204 Average per produced gallon sold: (1) Gross margin (2) $ (0.33) $ (0.59) $ (1.29) Adjusted renewables gross margin (3) $ 0.33 $ 0.50 $ 0.30 Less: operating expenses (4) 0.39 0.51 0.82 Adjusted renewables gross margin, less operating expenses $ (0.06) $ (0.01) $ (0.52) (1) Represents the average amount per produced gallon sold, which is a non-GAAP measure.
Years Ended December 31, 2025 2024 2023 Renewables Sales of produced renewables products (in thousand gallons) 213,713 255,639 215,510 Average per produced gallon sold: (1) Gross margin (2) $ (0.60) $ (0.33) $ (0.59) Adjusted renewables gross margin (3) $ 0.26 $ 0.33 $ 0.50 Less: operating expenses (4) 0.42 0.39 0.51 Adjusted renewables gross margin, less operating expenses $ (0.16) $ (0.06) $ (0.01) (1) Represents the average amount per produced gallon sold, which is a non-GAAP measure.
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 December 31, 2024 is presented below: Outstanding Principal Estimated Fair Value Estimated Change in Fair Value (In millions) HollyFrontier Corporation, HF Sinclair and HEP Senior Notes $ 2,300 $ 2,284 $ 29 76 Table of Content s For the variable rate HEP Credit Agreement, changes in interest rates would affect cash flows, but not the fair value.
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 December 31, 2025 is presented below: Outstanding Principal Estimated Fair Value Estimated Change in Fair Value (In millions) HF Sinclair, HollyFrontier and HEP Senior Notes $ 2,800 $ 2,858 $ 74 For the variable rate under the HF Sinclair Credit Agreement, changes in interest rates would affect cash flows, but not the fair value.
Significant judgment is involved in performing these fair value estimates since the results are based on forecasted financial information. The cash flow forecasts include significant assumptions such as planned utilization, end-user demand, selling prices, gross margins, operating costs and capital expenditures.
In performing our quantitative impairment test of goodwill, we developed cash flow forecasts for each of our reporting units. Significant judgment is involved in performing these fair value estimates since the results are based on forecasted financial information. The cash flow forecasts include significant assumptions such as planned utilization, end-user demand, selling prices, gross margins, operating costs and capital expenditures.
For the year ended December 31, 2023, our Net cash flows used for investing activities were $371 million. Cash expenditures for Properties, plants and equipment for the year ended December 31, 2023 were $385 million. Each year our Board of Directors approves our annual capital budget which includes specific projects that management is authorized to undertake.
For the year ended December 31, 2024 , our Net cash flows used for investing activities were $468 million, primarily comprising cash expenditures for Properties, plants and equipment of $470 million . 72 Table of Content s Each year our Board of Directors approves our annual capital budget which includes specific projects that management is authorized to undertake.
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 Years Ended December 31, 2024 2023 2022 (In millions, except gallon and per gallon amounts) Renewables segment Sales and other revenues $ 991 $ 1,189 $ 1,015 Costs of sales (1) 999 1,240 1,138 Depreciation and amortization 78 77 53 Gross margin (86) (128) (176) Add: lower of cost or market inventory valuation adjustments (11) 50 52 Add: operating expenses 100 109 112 Add: depreciation and amortization 78 77 53 Adjusted renewables gross margin $ 81 $ 108 $ 41 Sales of produced renewables products (in thousand gallons) 255,639 215,510 136,204 Average per produced gallon sold: Gross margin $ (0.33) $ (0.59) $ (1.29) Add: lower of cost or market inventory valuation adjustments (0.04) 0.22 0.38 Add: operating expenses 0.39 0.51 0.82 Add: depreciation and amortization 0.31 0.36 0.39 Adjusted renewables gross margin $ 0.33 $ 0.50 $ 0.30 Less: operating expenses 0.39 0.51 0.82 Adjusted renewables gross margin, less operating expenses $ (0.06) $ (0.01) $ (0.52) (1) Exclusive of Depreciation and amortization. 79 Table of Content s Reconciliation of marketing operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in financial statements.
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 Years Ended December 31, 2025 2024 2023 (In millions, except gallon and per gallon amounts) Renewables segment Sales and other revenues $ 991 $ 991 $ 1,189 Cost of sales (1) 1,027 999 1,240 Depreciation and amortization 93 78 77 Gross margin $ (129) $ (86) $ (128) Add: lower of cost or market inventory valuation adjustments 2 (11) 50 Add: operating expenses 90 100 109 Add: depreciation and amortization 93 78 77 Adjusted renewables gross margin $ 56 $ 81 $ 108 Sales of produced renewables products (in thousand gallons) 213,713 255,639 215,510 Average per produced gallon sold: Gross margin $ (0.60) $ (0.33) $ (0.59) Add: lower of cost or market inventory valuation adjustments 0.01 (0.04) 0.22 Add: operating expenses 0.42 0.39 0.51 Add: depreciation and amortization 0.43 0.31 0.36 Adjusted renewables gross margin $ 0.26 $ 0.33 $ 0.50 Less: operating expenses 0.42 0.39 0.51 Adjusted renewables gross margin, less operating expenses $ (0.16) $ (0.06) $ (0.01) (1) Exclusive of Depreciation and amortization. 79 Table of Content s Reconciliation of marketing operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
The timing and amount of share repurchases under the May 2024 Share Repurchase Program, including those from REH, will depend on market conditions and corporate, tax, regulatory and other relevant conditions. We repurchased 11,944,177 shares for $664 million for the year ended December 31, 2024, under open market and privately negotiated purchases.
The timing and amount of share repurchases under the 2024 Share Repurchase Program, including those from REH Advisors Inc. (“REH”), will depend on market conditions and corporate, tax, regulatory and other relevant conditions. We repurchased 6,908,293 shares for $340 million for the year ended December 31, 2025, under open market and privately negotiated purchases.
Future impairment charges could be material to our results of operations and financial condition. Contingencies We are subject to proceedings, lawsuits and other claims related to environmental, labor, product and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses.
Contingencies We are subject to proceedings, lawsuits and other claims related to environmental, labor, product and other matters. We are required to assess the likelihood of any adverse judgments or outcomes of these matters as well as potential ranges of probable losses.
Reconciliation of Marketing segment gross margin to adjusted marketing gross margin to adjusted marketing gross margin per gallon sold Years Ended December 31, 2024 2023 2022 (In millions, except gallon and per gallon amounts) Marketing segment Sales and other revenues $ 3,428 $ 4,146 $ 3,912 Costs of sales (1) 3,319 4,051 3,846 Depreciation and amortization 27 24 18 Gross margin $ 82 $ 71 $ 48 Add: depreciation and amortization 27 24 18 Adjusted marketing gross margin $ 109 $ 95 $ 66 Sales of refined products (in thousand gallons) 1,376,291 1,441,607 1,118,444 Average per gallon sold: Gross margin $ 0.06 $ 0.05 $ 0.04 Add: depreciation and amortization 0.02 0.02 0.02 Adjusted marketing gross margin $ 0.08 $ 0.07 $ 0.06 (1) Exclusive of Depreciation and amortization.
Reconciliation of Marketing segment gross margin to adjusted marketing gross margin to adjusted marketing gross margin per gallon sold Years Ended December 31, 2025 2024 2023 (In millions, except gallon and per gallon amounts) Marketing segment Sales and other revenues $ 3,142 $ 3,428 $ 4,146 Cost of sales (1) 3,000 3,319 4,051 Depreciation and amortization 29 27 24 Gross margin $ 113 $ 82 $ 71 Add: depreciation and amortization 29 27 24 Adjusted marketing gross margin $ 142 $ 109 $ 95 Sales of refined products (in thousand gallons) 1,328,006 1,376,291 1,441,607 Average per gallon sold: Gross margin $ 0.08 $ 0.06 $ 0.05 Add: depreciation and amortization 0.03 0.02 0.02 Adjusted marketing gross margin $ 0.11 $ 0.08 $ 0.07 (1) Exclusive of Depreciation and amortization.
The decrease was due to lower average per barrel sold sales prices, partially offset by lower crude oil and feedstock prices. Adjusted refinery gross margin per barrel does not include the non-cash effects of Lower of cost or market inventory valuation adjustments or Depreciation and amortization .
The increase was primarily due to lower crude oil and feedstock prices and the grant of small refinery RINs waivers, partially offset by lower average sales prices per barrel. Adjusted refinery gross margin per barrel excludes the non-cash effects of Lower of cost or market inventory valuation adjustments and Depreciation and amortization .
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 Years Ended December 31, 2024 2023 2022 (In millions, except barrel and per barrel amounts) Refining segment Sales and other revenues $ 25,340 $ 28,673 $ 34,413 Cost of sales (1) 24,787 26,142 30,112 Depreciation and amortization 495 461 397 Gross margin 58 2,070 3,904 Add: lower of cost or market inventory valuation adjustments (32) 221 — Add: operating expenses 1,912 1,879 1,761 Add: depreciation and amortization 495 461 397 Adjusted refinery gross margin $ 2,433 $ 4,631 $ 6,062 Operating expenses $ 1,912 $ 1,879 $ 1,761 Less: regulatory charge (2) 35 — — Adjusted refinery operating expenses $ 1,877 $ 1,879 $ 1,761 Sales of produced refined products (BPD) (3) 637,170 602,280 628,340 Average per produced barrel sold: Gross margin $ 0.24 $ 9.41 $ 17.02 Add: lower of cost or market inventory valuation adjustments (0.14) 1.00 — Add: operating expenses 8.20 8.55 7.68 Add: depreciation and amortization 2.13 2.10 1.73 Adjusted refinery gross margin $ 10.43 $ 21.06 $ 26.43 Operating expenses 8.20 8.55 7.68 Less: regulatory charge (2) 0.15 — — Adjusted refinery operating expenses 8.05 8.55 7.68 Adjusted refinery gross margin, less adjusted refinery operating expenses $ 2.38 $ 12.51 $ 18.75 (1) Exclusive of Depreciation and amortization.
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 Years Ended December 31, 2025 2024 2023 (In millions, except barrel and per barrel amounts) Refining segment Sales and other revenues $ 23,822 $ 25,340 $ 28,673 Cost of sales (1) 22,484 24,787 26,142 Depreciation and amortization 548 495 461 Gross margin $ 790 $ 58 $ 2,070 Add: lower of cost or market inventory valuation adjustments 415 (32) 221 Add: operating expenses 1,825 1,912 1,879 Add: depreciation and amortization 548 495 461 Adjusted refinery gross margin $ 3,578 $ 2,433 $ 4,631 Operating expenses $ 1,825 $ 1,912 $ 1,879 Less: regulatory charge (2) — 35 — Adjusted refinery operating expenses $ 1,825 $ 1,877 $ 1,879 Sales of produced refined products (BPD) (3) 638,080 637,170 602,280 Average per produced barrel sold: Gross margin $ 3.39 $ 0.24 $ 9.41 Add: lower of cost or market inventory valuation adjustments 1.78 (0.14) 1.00 Add: operating expenses 7.84 8.20 8.55 Add: depreciation and amortization 2.36 2.13 2.10 Adjusted refinery gross margin $ 15.37 $ 10.43 $ 21.06 Operating expenses 7.84 8.20 8.55 Less: regulatory charge (2) — 0.15 — Adjusted refinery operating expenses 7.84 8.05 8.55 Adjusted refinery gross margin, less adjusted refinery operating expenses $ 7.53 $ 2.38 $ 12.51 (1) Exclusive of Depreciation and amortization.
The difference between the effective tax rate and the statutory rate for the year ended December 31, 2024 is principally due to the relationship between pre-tax earnings and benefits attributable to nontaxable permanent differences, offset by an increase in state income taxes and unrecognized tax benefits.
The difference between the U.S. federal statutory rate and the effective tax rate for the year ended December 31, 2024 was primarily due to the relationship between pre-tax earnings and benefits attributable to nontaxable renewable fuel incentives offset by an increase in state income taxes and unrecognized tax benefits.
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.
The HF Sinclair 5.500% Senior Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.
During the year ended December 31, 2024, we recognized a lower of cost or market inventory valuation adjustment benefit of $43 million compared to a charge of $271 million for the year ended December 31, 2023, respectively. 67 Table of Content s Adjusted Refinery Gross Margins Adjusted refinery gross margin per barrel sold decreased 50% from $21.06 for the year ended December 31, 2023 compared to $10.43 for the year ended December 31, 2024.
During the year ended December 31, 2025, we recognized a lower of cost or market inventory valuation adjustment charge of $417 million compared to a benefit of $43 million for the year ended December 31, 2024. 68 Table of Content s Adjusted Refinery Gross Margins Adjusted refinery gross margin per barrel sold increased 47% from $10.43 for the year ended December 31, 2024 to $15.37 for the year ended December 31, 2025.
As of December 31, 2024, we have the following notional contract volumes related to all outstanding derivative contracts used to mitigate commodity price and foreign currency risk (all maturing in 2025): Contract Description Total Outstanding Notional Unit of Measure NYMEX futures (WTI) - short 570,000 Barrels Forward gasoline and diesel contracts - long 450,000 Barrels Foreign currency forward contracts 383,222,096 U.S. dollar Forward commodity contracts (platinum) (1) 34,628 Troy ounces (1) Represents an embedded derivative within our catalyst financing arrangements, which may be refinanced or require repayment under certain conditions.
As of December 31, 2025, we have the following notional amounts related to all outstanding derivative instruments used to mitigate commodity price and foreign currency risk (all maturing in 2026): Contract Description Total Outstanding Notional Unit of Measure NYMEX futures (WTI) - short 979,000 Barrels Commodity forward contracts - long 1,371,000 Barrels Commodity forward contracts - short 1,191,000 Barrels Foreign currency forward contracts 522,000,000 Canadian dollar Forward platinum contracts (1) 46,549 Troy ounces (1) Represents an embedded derivative within our precious metals catalyst financing arrangements, which may be refinanced or require repayment under certain conditions.
A more detailed discussion of our financial and operating results for the years ended December 31, 2024 to 2023 and December 31, 2023 to 2022 is presented in the following sections. 60 Table of Content s RESULTS OF OPERATIONS Financial Data Years Ended December 31, 2024 2023 2022 (In millions, except share and per share data) Sales and other revenues $ 28,580 $ 31,964 $ 38,205 Operating costs and expenses: Cost of sales: (1) Cost of materials and other (2) 24,582 25,784 30,680 Lower of cost or market inventory valuation adjustments (43) 271 52 Operating expenses 2,484 2,438 2,335 27,023 28,493 33,067 Selling, general and administrative expenses (1) 447 497 427 Depreciation and amortization 832 771 657 Asset impairments 17 — — Total operating costs and expenses 28,319 29,761 34,151 Income from operations 261 2,203 4,054 Other income (expense): Earnings of equity method investments 32 17 — Interest income 75 94 30 Interest expense (165) (191) (176) Other income, net 15 30 28 (43) (50) (118) Income before income taxes 218 2,153 3,936 Income tax expense: Current 83 249 842 Deferred (49) 193 53 34 442 895 Net income 184 1,711 3,041 Less: net income attributable to noncontrolling interest 7 121 118 Net income attributable to HF Sinclair stockholders $ 177 $ 1,590 $ 2,923 Earnings per share attributable to HF Sinclair stockholders: Basic $ 0.91 $ 8.29 $ 14.28 Diluted $ 0.91 $ 8.29 $ 14.28 Average number of common shares outstanding (in thousands): Basic 192,073 190,035 202,566 Diluted 192,073 190,035 202,566 (1) Exclusive of Depreciation and amortization .
See Item 9A “Controls and Procedures.” A more detailed discussion of our financial and operating results for the years ended December 31, 2025 and 2024 is presented in the following sections. 61 Table of Content s RESULTS OF OPERATIONS Financial Data Years Ended December 31, 2025 2024 2023 (In millions, except share and per share data) Sales and other revenues $ 26,869 $ 28,580 $ 31,964 Operating costs and expenses: Cost of sales: (1) Cost of materials and other (2) 21,760 24,582 25,784 Lower of cost or market inventory valuation adjustments 417 (43) 271 Operating expenses 2,391 2,484 2,438 24,568 27,023 28,493 Selling, general and administrative expenses (1) 456 447 497 Depreciation and amortization 909 832 771 Other operating expenses, net 9 17 — Total operating costs and expenses 25,942 28,319 29,761 Income from operations 927 261 2,203 Other income (expense): Earnings of equity method investments 33 32 17 Interest income 42 75 94 Interest expense (217) (165) (191) Other income (expense), net (53) 15 30 (195) (43) (50) Income before income taxes 732 218 2,153 Income tax expense (benefit): Current 139 83 249 Deferred 7 (49) 193 146 34 442 Net income 586 184 1,711 Less: net income attributable to noncontrolling interest 7 7 121 Net income attributable to HF Sinclair stockholders $ 579 $ 177 $ 1,590 Earnings per share attributable to HF Sinclair stockholders: Basic $ 3.08 $ 0.91 $ 8.29 Diluted $ 3.08 $ 0.91 $ 8.29 Average number of common shares outstanding (in thousands): Basic 186,465 192,073 190,035 Diluted 186,465 192,073 190,035 (1) Exclusive of Depreciation and amortization .
The May 2024 Share Repurchase Program may be discontinued at any time by our Board of Directors. During the year ended December 31, 2024, we made open market and privately negotiated purchases of 11,944,177 shares for $664 million under our share repurchase programs, of which 7,864,761 shares were repurchased for $456 million pursuant to privately negotiated repurchases from REH.
The 2024 Share Repurchase Program may be discontinued at any time by our Board of Directors. During the year ended December 31, 2025, we made open market and privately negotiated purchases of 6,908,293 shares for $340 million under our 2024 Share Repurchase Program, of which 3,345,857 shares were repurchased for $174 million pursuant to privately negotiated repurchases from REH.
Sales and other revenues included $654 million, $3,912 million, $3,150 million and $109 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively, for the year ended December 31, 2022.
Sales and other revenues included $551 million, $3,142 million, $2,519 million and $121 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively, for the year ended December 31, 2025.
Our fair value estimates are based on projected cash flows, which we believe to be reasonable. We continually monitor and evaluate various factors for potential indicators of goodwill and asset impairments. A reasonable expectation exists that sustained deterioration in our operating results or overall economic conditions could lead to goodwill and/or asset impairments at some point in the future.
We continually monitor and evaluate various factors for potential indicators of goodwill and asset impairments. A reasonable expectation exists that sustained deterioration in our operating results or overall economic conditions could lead to goodwill and/or asset impairments at some point in the future. Future impairment charges could be material to our results of operations and financial condition.
Operating Expenses Operating expenses increased 2% from $2,438 million for the year ended December 31, 2023 to $2,484 million for the year ended December 31, 2024, primarily due to a regulatory charge related to the 2025 Consent Decree, higher people costs and other miscellaneous costs, partially offset by lower natural gas costs.
Operating Expenses Operating expenses decreased 4% from $2,484 million for the year ended December 31, 2024 to $2,391 million for the year ended December 31, 2025, primarily due to lower maintenance, regulatory and other miscellaneous costs, partially offset by higher natural gas costs.
We periodically enter into derivative contracts in the form of commodity price swaps, collar contracts, forward purchase and sales 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.
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. 75 Table of Content s Foreign Currency Risk Management We are exposed to market risk related to the volatility in foreign currency exchange rates.
Goodwill and Long-lived Assets As of December 31, 2024, our Goodwill balance was $3.0 billion, with go odwill assigned to our Refining, Renewables, Marketing, Lubricants & Specialties and Midstream segments. Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed.
Goodwill and Long-lived Assets As of December 31, 2025, our Goodwill balance was $2,978 million , with go odwill assigned to reporting units in our Refining, Renewables, Marketing, Lubricants & Specialties and Midstream segments. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired and liabilities assumed.
The decrease in N et income attributable to HF Sinclair stockholders was principally driven by lower adjusted refinery gross margins, partially offset by higher refined product sales volumes.
The increase in N et income attributable to HF Sinclair stockholders was principally driven by higher adjusted refinery gross margins.
Each series of the Registered HF Sinclair Senior Notes has the same interest rate, interest payment dates, maturity date and redemption terms as the corresponding series of Restricted HF Sinclair Senior Notes. 2025 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,” 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 estimated offering expenses.
Senior Notes Offering, Tender Offers and Redemptions On January 23, 2025, HF Sinclair issued an aggregate principal amount of $1.4 billion of senior notes consisting of $650 million aggregate principal amount of 5.750% Senior Notes due 2031 (the “HF Sinclair 5.750% Senior Notes”) and $750 million aggregate principal amount of 6.250% Senior Notes due 2035 (the “HF Sinclair 6.250% Senior Notes” and together with the HF Sinclair 5.750% Senior Notes, the “January HFS Notes”) for net proceeds of approximately $1.38 billion, after deducting the underwriters’ discount and commissions and offering expenses.
Renewable Fuel Standard Regulations Pursuant to the 2007 Energy Independence and Security Act, the 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 enactment of OBBBA did not materially impact our results of operations but did reduce cash taxes paid. Renewable Fuel Standard Regulations Pursuant to the 2007 Energy Independence and Security Act, the 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.
Cash Flows – Investing Activities and Planned Capital Expenditures Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For the year ended December 31, 2024, our Net cash flows used for investing activities were $468 million. Cash expenditures for Properties, plants and equipment for the year ended December 31, 2024 were $470 million.
Cash Flows – Investing Activities and Planned Capital Expenditures Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 For the year ended December 31, 2025 , our Net cash flows used for investing activities were $516 million, primarily comprising cash expenditures for Properties, plants and equipment and precious metals of $449 million and $72 million, respectively .
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.
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”).

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