HF Sinclair三季度调整后EPS $11.75远超预期$7.81，盘前涨约5%，并宣布内部接班CEO

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 28, 2026
___________________
HF SINCLAIR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
001-41325
87-2092143
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
2323 Victory Avenue
,
Suite 1400
Dallas
,
TX
75219
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code:
(
214
)
871-3555
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock $0.01 par value
DINO
New York Stock Exchange
NYSE Texas, Inc.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐
Item 2.02. Results of Operations and Financial Condition.
On October 28, 2026, HF Sinclair Corporation (the “Corporation”) issued a press release announcing the Corporation’s third quarter 2026 results. The press release also announced a regular quarterly dividend of $0.525 per share. A copy of the Corporation’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.
The information contained in, or incorporated into, this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 2026, the Board of Directors (the “Board”) of the Corporation appointed Steve Ledbetter, who currently serves as the Corporation’s President and Chief Operating Officer, as Chief Executive Officer and President, effective January 1, 2027. The Board expects to increase the size of the Board and appoint Mr. Ledbetter as a director at a future date.
The Corporation previously disclosed Mr. Ledbetter’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive officers in its Current Report on Form 8-K dated July 8, 2026. There are no arrangements or understandings between Mr. Ledbetter and any other person pursuant to which Mr. Ledbetter was selected to serve as the Corporation’s Chief Executive Officer and President. Mr. Ledbetter does not have any family relationship with any director or executive officer of the Corporation, or any person nominated or chosen by the Corporation to become a director or executive officer. There are no transactions in which Mr. Ledbetter has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Board has not approved any changes to Mr. Ledbetter’s compensation in connection with his appointment. If and when the Corporation enters into or amends any material compensatory arrangement with Mr. Ledbetter in connection with his appointment, the Corporation will file an amendment to this Current Report on Form 8-K to disclose the material terms thereof, as required by Item 5.02(e) of Form 8-K.
Mr. Ledbetter succeeds Franklin Myers, who will continue to serve as Chief Executive Officer until January 1, 2027, to support the transition. Mr. Myers will thereafter remain with the Corporation and continue to serve as Executive Chairperson until the completion of the Corporation’s recently announced plan to pursue a separation of its Lubricants & Specialties segment (the “Planned Separation”). As Executive Chairperson, Mr. Myers will be responsible for providing strategic advice and counsel with respect to the Planned Separation.
Item 7.01. Regulation FD Disclosure.
On October 28, 2026, the Corporation issued a press release announcing the appointment of Mr. Ledbetter. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference.
The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
Exhibit Number
Description
99.1
Press Release of the Company issued
October
28, 2026
.*
99.2
Press Release of the Company
dated
October
28, 2026
.*
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
* Furnished herewith pursuant to Item 2.02.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HF SINCLAIR CORPORATION
By:
/s/ Vivek Garg
Vivek Garg
Acting Chief Financial Officer,
Vice President, Chief Accounting Officer and Controller (Principal Financial Officer & Principal Accounting Officer)
Date: October 28, 2026

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EX-99.1
2
dinoex99109-30x2026.htm
EX-99.1
Document
Press Release
October 28, 2026
HF Sinclair Reports 2026 Third Quarter Results and Announces Regular Cash Dividend
•
Reported
Net income attributable to HF Sinclair stockholders
of $2,015 million, or $11.38 per diluted share, and adjusted net income attributable to HF Sinclair stockholders of $2,079 million, or $11.75 per diluted share
•
Reported EBITDA of $2,954 million and Adjusted EBITDA of $2,984 million
•
Returned $572 million to stockholders through dividends and share repurchases in the third quarter
•
Announced regular quarterly dividend of $0.525 per share
Dallas, Texas, October 28, 2026 ‑ HF Sinclair Corporation (NYSE and NYSE Texas, Inc.: DINO) (“HF Sinclair” or the “Company”) today reported
Net income attributable to HF Sinclair stockholders
of $2,015 million, or $11.38 per diluted share, for the quarter ended September 30, 2026, compared to
Net income attributable to HF Sinclair stockholders
of $403 million, or $2.15 per diluted share, for the quarter ended September 30, 2025. Excluding the adjustments shown in the accompanying earnings release table, adjusted net income attributable to HF Sinclair stockholders for the third quarter of 2026 was $2,079 million, or $11.75 per diluted share, compared to adjusted net income attributable to HF Sinclair stockholders of $459 million, or $2.44 per diluted share, for the third quarter of 2025.
HF Sinclair’s Chief Executive Officer, Franklin Myers, commented, “Our third quarter performance reflects the strength and continued focus on safe, reliable execution of all our businesses. Importantly, we returned $572 million to stockholders through dividends and share repurchases, reinforcing our commitment to disciplined capital allocation and stockholder returns. Looking forward, we remain focused on safe and reliable operations, advancing our strategic priorities and positioning HF Sinclair to create long-term value for our stockholders.”
Refining segment income before interest and income taxes was $2,435 million for the third quarter of 2026 compared to income of $476 million for the third quarter of 2025. The segment reported Adjusted EBITDA of $2,582 million for the third quarter of 2026 compa
red to $661 million for the third quarter of 2025. This increase was
driven principally by the tight supply of transportation fuels across the markets, elevated crack spreads and benefits from the small refinery RINs waivers granted by the EPA. Additionally, stronger transportation fuel sales in the West region were offset by lower sales in the Mid-Continent region due to the planned turnaround at our El Dorado refinery
. A
djusted refinery gross margin was $54.22 per produced barrel sold, a 183% increase compared to $19.16 for the third quarter of 2025. Crude charge averaged 614,060 barrels per day (“BPD”) for the third quarter of 2026 compared to 639,050 BPD for the third quarter of 2025.
Renewables segment income before interest and income taxes was $123 million for the third quarter of 2026 compared to a loss of $55 million for the third quarter of 2025. Excluding the
Lower of cost or market inventory valuation adjustment
benefit of $30 million, the segment reported Adjusted EBITDA of $109 million in the third quarter of 2026, compared to $(13) million in the third quarter of 2025. Adjusted renewables gross margins increased as a result of improved RINs prices, higher Producer’s Tax Credit benefits and increased sales volumes
compared to the
third quarter
of 2025. Total sales volumes were 63 million gallons for the third quarter of 2026 compared to 57 million gallons for the third quarter of
2025.
Marketing segment income before interest and income taxes was $31 million for the third quarter of 2026 compared to $22 million for the third quarter of 2025. The segment reported EBITDA of $39 million for the third quarter of 2026 compared to $29 million for the third quarter of 2025. Total branded fuel sales volumes were 420 million gallons for the third quarter of 2026 compared to 360 million gallons for the third quarter of 2025.
1
Lubricants & Specialties segment income before interest and income taxes was $38 million for the third quarter of 2026 compared to $52 million for the third quarter of 2025. The third quarter results reflect special items related to the decision to retire our Mississauga, Ontario base oil refining assets (the “Mississauga Refinery”), with the transition expected to be substantially completed in the second half of 2027 (the “Mississauga Asset Retirement”). The Mississauga Asset Retirement costs include an impairment charge for the abandonment of certain assets under construction of $27 million, severance costs totaling $28 million and incremental accelerated depreciation and amortization charges of $54 million. Excluding these items, the segment reported Adjusted EBITDA of $174 million for the third quarter of 2026 compared to EBITDA of $78 million for the third quarter of 2025. The increase was primarily driven by sales mix optimization and strong product and base oil prices in the third quarter of 2026 compared to the third quarter of 2025. During the third quarter of 2026, we recognized a FIFO benefit of $22 million compared to a FIFO benefit of $2 million during the third quarter of 2025.
Midstream segment income before interest and income taxes was $87 million for the third quarter of 2026 compared to $98 million for the third quarter of 2025. The segment reported Adjusted EBITDA of $101 million for the third quarter of 2026 compared to EBITDA of $114 million for the third quarter of
2025.
For the third quarter of 2026, net cash provided by operations totaled $1,784 million. At September 30, 2026, the Company’s
Cash and cash equivalents
totaled $3,333 million, a $2,355 million increase compared to
Cash and cash equivalents
of $978 million at December 31, 2025. During the third quarter of 2026, the Company announced and paid a regular dividend of $0.525 per share to stockholders totaling $93 million and spent $479 million on share repurchases. Additionally, at September 30, 2026, the Company’s consolidated debt was $2,774 million.
On October 28, 2026, our Board declared a regular quarterly dividend in the amount of $0.525 per share, payable on December 2, 2026 to holders of record of common stock on November 12, 2026.
In July 2026, we announced plans to pursue a separation of our Lubricants & Specialties segment through the capital markets, creating a new independent, publicly traded company (the “Planned Separation”). The Planned Separation is expected to be executed in a tax-efficient manner. We expect the Planned Separation will be in the form of a distribution of at least 80.1% of the Lubricants & Specialties company’s stock and will be substantially completed over the course of 2027. Additional information can be found in the related press release and investor presentation at https://investor.hfsinclair.com/investor-relations/events-and-presentations.
The Company has scheduled a webcast conference call for today, October 28, 2026, at 8:30 AM Eastern Time to discuss third quarter financial results. This webcast may be accessed at: https://events.q4inc.com/attendee/281593554. An audio archive of this webcast will be available using the above-noted link through November 11, 2026.
HF Sinclair Corporation, headquartered in Dallas, Texas, is an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. HF Sinclair owns and operates refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. HF Sinclair provides petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. HF Sinclair markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and supplies high-quality fuels to more than 1,850 branded stations and licenses the use of the Sinclair brand to more than 350 additional locations throughout the country. HF Sinclair produces renewable diesel at two of its facilities in Wyoming and also at its facility in New Mexico. In addition, we produce and market base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and export products to more than 80 countries.
2
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts, including statements relating to the Company’s expectations regarding its business strategy, are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All statements concerning our expectations for future results of operations are based on forecasts for our existing operations and do not include the potential impact of any future acquisitions. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may” and similar expressions and statements regarding the Company’s plans and objectives for future operations. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company cannot assure you that the Company’s expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the demand for and supply of feedstocks, crude oil and refined products, including uncertainty regarding societal expectations that companies address climate impacts and greenhouse gas emissions; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in the Company’s markets; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of crude oil, refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or shutdowns in refinery or other production facility operations or pipelines, whether due to reductions in demand, accidents, unexpected leaks or spills, unscheduled shutdowns, infection in the workforce, weather events, global health events, civil unrest, expropriation of assets, and other economic, diplomatic, legislative, or political events or developments, terrorism, cyberattacks, vandalism or other catastrophes or disruptions affecting the Company’s operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing at the Company’s suppliers, customers, or third-party providers, and any potential asset impairments resulting from, or the failure to have adequate insurance coverage for or receive insurance recoveries from, such actions; the effects of current and/or future governmental and environmental regulations and policies, including compliance with, or exemptions from, existing, new and changing environmental and health and safety laws and regulations, related reporting requirements and pipeline integrity programs; the availability and cost of financing to the Company; the effectiveness of the Company’s capital investments and marketing strategies; the Company’s efficiency in carrying out and consummating construction projects, including the Company’s ability to complete announced capital projects on time and within capital guidance; the Company’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of the Company to acquire complementary assets or businesses to the Company’s existing assets and businesses on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies of any such transaction on the expected timeline; the possibility of vandalism or other disruptive activity, or terrorist or cyberattacks and the consequences of any such activities or attacks; uncertainty regarding the effects and duration of global hostilities, war or any associated military campaigns, including those in oil producing regions, such as the ongoing military conflicts in Ukraine and the Middle East, which may disrupt crude oil supplies and markets for the Company’s refined products and create instability in the financial markets that could restrict the Company’s ability to raise capital; general economic conditions, including uncertainties regarding trade policies, such as the imposition or implementation of tariffs, or economic slowdowns caused by a local or national recession or other adverse economic conditions, such as periods of increased or prolonged inflation; limitations on the Company’s ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; the possibility that strategic transactions related to our Lubricants & Specialties segment may not be completed on the contemplated terms or timeline, or may not be completed at all, and the possibility that, if completed, such strategic transactions will not achieve the intended financial, strategic and operational benefits; the possibility that asset retirements may incur significant costs, charges and liabilities beyond our expectations, may not be completed on the contemplated timeline, or may not be completed at all; the operation, financing and distribution decisions of our joint ventures that we do not control; the possibility that our joint ventures may not achieve the intended or expected financial, strategic and operational benefits; and other business, financial, operational and legal risks. Additional information on risks and uncertainties that could affect our business prospects and performance is provided in the reports filed by us with the SEC. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
3
RESULTS OF OPERATIONS
Financial Data (all information in this release is unaudited)
Three Months Ended September 30,
Change from 2025
2026
2025
Change
Percent
(In millions, except share and per share data)
Sales and other revenues
$
10,857
$
7,251
$
3,606
50
%
Operating costs and expenses:
Cost of sales:
(1)
Cost of materials and other
(2)
7,012
5,692
1,320
23
%
Lower of cost or market inventory valuation adjustments
(30)
66
(96)
NM
Operating expenses
723
590
133
23
%
7,705
6,348
1,357
21
%
Selling, general and administrative expenses
(1)
146
105
41
39
%
Depreciation and amortization
278
230
48
21
%
Other operating expenses, net
56
4
52
1,300
%
Total operating costs and expenses
8,185
6,687
1,498
22
%
Income from operations
2,672
564
2,108
374
%
Other income (expense):
Earnings of equity method investments
5
6
(1)
(17)
%
Interest income
25
11
14
127
%
Interest expense
(54)
(51)
(3)
6
%
Other income (expense), net
1
(2)
3
NM
(23)
(36)
13
(36)
%
Income before income taxes
2,649
528
2,121
402
%
Income tax expense
632
123
509
414
%
Net income
2,017
405
1,612
398
%
Less: net income attributable to noncontrolling interests
2
2
—
—
%
Net income attributable to HF Sinclair stockholders
$
2,015
$
403
$
1,612
400
%
Earnings per share attributable to HF Sinclair stockholders:
Basic
$
11.38
$
2.15
$
9.23
429
%
Diluted
$
11.38
$
2.15
$
9.23
429
%
Cash dividends declared per common share
$
0.525
$
0.50
$
0.025
5
%
Average number of common shares outstanding (in thousands):
Basic
175,871
186,499
(10,628)
(6)
%
Diluted
175,871
186,499
(10,628)
(6)
%
EBITDA
$
2,954
$
796
$
2,158
271
%
Adjusted EBITDA
$
2,984
$
870
$
2,114
243
%
4
Nine Months Ended September 30,
Change from 2025
2026
2025
Change
Percent
(In millions, except share and per share data)
Sales and other revenues
$
28,370
$
20,405
$
7,965
39
%
Operating costs and expenses:
Cost of sales:
(1)
Cost of materials and other
(2)
21,125
16,608
4,517
27
%
Lower of cost or market inventory valuation adjustments
(672)
97
(769)
NM
Operating expenses
2,001
1,758
243
14
%
22,454
18,463
3,991
22
%
Selling, general and administrative expenses
(1)
391
323
68
21
%
Depreciation and amortization
735
681
54
8
%
Other operating expenses, net
103
18
85
472
%
Total operating costs and expenses
23,683
19,485
4,198
22
%
Income from operations
4,687
920
3,767
409
%
Other income (expense):
Earnings of equity method investments
19
27
(8)
(30)
%
Interest income
50
27
23
85
%
Interest expense
(115)
(153)
38
(25)
%
Other income (expense), net
19
(48)
67
NM
(27)
(147)
120
(82)
%
Income before income taxes
4,660
773
3,887
503
%
Income tax expense
1,100
160
940
588
%
Net income
3,560
613
2,947
481
%
Less: net income attributable to noncontrolling interests
5
6
(1)
(17)
%
Net income attributable to HF Sinclair stockholders
$
3,555
$
607
$
2,948
486
%
Earnings per share attributable to HF Sinclair stockholders:
Basic
$
19.75
$
3.21
$
16.54
515
%
Diluted
$
19.75
$
3.21
$
16.54
515
%
Cash dividends declared per common share
$
1.525
$
1.50
$
0.025
2
%
Average number of common shares outstanding (in thousands):
Basic
178,630
187,688
(9,058)
(5)
%
Diluted
178,630
187,688
(9,058)
(5)
%
EBITDA
$
5,455
$
1,574
$
3,881
247
%
Adjusted EBITDA
$
4,892
$
1,736
$
3,156
182
%
(1)
Exclusive of
Depreciation and amortization
.
(2)
Exclusive of
Lower of cost or market inventory valuation adjustments
.
Balance Sheet Data
September 30, 2026
December 31, 2025
(In millions)
Cash and cash equivalents
$
3,333
$
978
Working capital
$
5,025
$
2,327
Total assets
$
20,697
$
16,510
Total debt
$
2,774
$
2,769
Total equity
$
11,784
$
9,249
5
Segment Information
Our operations are organized into five reportable segments: Refining, Renewables, Marketing, Lubricants & Specialties and Midstream. Our operations that are not included in one of these five reportable segments are included in Corporate and Other. Intersegment transactions are eliminated in our consolidated financial statements and are included in Eliminations. Corporate and Other and Eliminations are aggregated and presented under the Corporate, Other and Eliminations column.
The Refining segment represents the operations of our El Dorado, Tulsa, Navajo, Woods Cross, Puget Sound, Parco and Casper refineries and HF Sinclair Asphalt Company LLC (“Asphalt”). Refining activities involve the purchase and refining of crude oil and wholesale marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed in the Mid-Continent, Southwest, Rocky Mountains and Pacific Northwest geographic regions of the United States. Asphalt operates various asphalt terminals in Arizona, New Mexico and Oklahoma.
The Renewables segment represents the operations of our Cheyenne renewable diesel unit (“RDU”), Artesia RDU, Sinclair RDU and the pre-treatment unit at our Artesia, New Mexico facility.
The Marketing segment represents branded fuel sales to Sinclair branded sites in the United States and licensing fees for the use of the Sinclair brand at additional locations throughout the country. Branded fuel is also sold to non-Sinclair branded sites and includes revenues from other marketing activities. Our branded sites are located in several states across the United States with the highest concentration of sites in our West and Mid-Continent regions. In February 2026, we formed the joint venture Green Trail Fuels, LLC in which we hold a 50% non-operating economic interest. The joint venture includes various retail sites across Colorado, New Mexico and Oklahoma and is supplied fuel by our proximate regional refineries.
The Lubricants & Specialties segment includes Petro-Canada Lubricants’ production operations in Mississauga, Ontario, which produce lubricant products such as base oils, white oils, specialty products and finished lubricants, as well as Petro-Canada Lubricants’ marketing operations, which distribute products to both retail and wholesale outlets through a global sales network with locations in Canada, the United States and Europe. Additionally, the Lubricants & Specialties segment includes the Sinclair Lubricants brand and specialty lubricant products produced at our Tulsa facilities that are marketed throughout North America and distributed in Central and South America, and the operations of Red Giant Oil, one of the leading suppliers of locomotive engine oil in North America. The Lubricants & Specialties segment also includes Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe, and Industrial Oils Unlimited, a producer of high-quality lubricants and specialty fluids with blending, warehousing and terminal facilities in the United States.
The Midstream segment includes all of the operations of our wholly-owned subsidiary Holly Energy Partners, L.P., which owns and operates logistics and refinery assets consisting of petroleum product and crude oil pipelines, and terminals, tankage and loading rack facilities in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. The Midstream segment also includes 50% ownership interests in each of Osage Pipeline Company, LLC, the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas, and Cushing Connect Pipeline & Terminal LLC, the owner of a pipeline running from Cushing, Oklahoma to Tulsa, Oklahoma, a 26.08% ownership interest in Saddle Butte Pipeline III, LLC, the owner of a pipeline running from the Powder River Basin to Casper, Wyoming, and a 49.995% ownership interest in Pioneer Investments Corp., the owner of a pipeline running from Sinclair, Wyoming to the North Salt Lake City, Utah terminal. In August 2026, we entered into a joint venture with affiliates of Phillips 66 and Kinder Morgan to form the proposed Western Gateway Pipeline system. Revenues and other income from the Midstream segment are earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations, and revenues relating to pipeline transportation, terminalling operations and tankage facilities provided for our refining operations.
6
Refining
Renewables
Marketing
Lubricants & Specialties
Midstream
Corporate, Other and Eliminations
Consolidated Total
(In millions)
Three Months Ended September 30, 2026
Sales and other revenues:
Revenues from external customers
$
8,141
$
182
$
1,576
$
924
$
34
$
—
$
10,857
Intersegment revenues and other
(1)
1,716
346
—
2
135
(2,199)
—
9,857
528
1,576
926
169
(2,199)
10,857
Cost of sales:
(2)
Cost of materials and other
(3)
6,648
395
1,525
631
—
(2,187)
7,012
Lower of cost or market inventory valuation adjustments
—
(30)
—
—
—
—
(30)
Operating expenses
557
23
—
74
68
1
723
7,205
388
1,525
705
68
(2,186)
7,705
Selling, general and administrative expenses
(2)
70
1
12
48
2
13
146
Depreciation and amortization
146
16
8
80
16
12
278
Other operating expenses, net
1
—
—
55
—
—
56
Income (loss) from operations
2,435
123
31
38
83
(38)
2,672
Earnings of equity method investments
—
—
—
—
5
—
5
Other income (expense), net
—
—
—
—
(1)
2
1
Income (loss) before interest and income taxes
$
2,435
$
123
$
31
$
38
$
87
$
(36)
$
2,678
Interest income
25
Interest expense
(54)
Income before income taxes
$
2,649
Net income attributable to noncontrolling interests
$
—
$
—
$
—
$
—
$
2
$
—
$
2
Capital expenditures
$
88
$
2
$
17
$
12
$
15
$
3
$
137
Three Months Ended September 30, 2025
Sales and other revenues:
Revenues from external customers
$
5,507
$
163
$
898
$
654
$
29
$
—
$
7,251
Intersegment revenues and other
(1)
936
114
—
1
131
(1,182)
—
6,443
277
898
655
160
(1,182)
7,251
Cost of sales:
(2)
Cost of materials and other
(3)
5,278
267
860
470
—
(1,183)
5,692
Lower of cost or market inventory valuation adjustments
46
20
—
—
—
—
66
Operating expenses
447
22
—
71
50
—
590
5,771
309
860
541
50
(1,183)
6,348
Selling, general and administrative expenses
(2)
53
1
10
36
1
4
105
Depreciation and amortization
139
22
7
26
18
18
230
Other operating expenses, net
4
—
—
—
—
—
4
Income (loss) from operations
476
(55)
21
52
91
(21)
564
Earnings of equity method investments
—
—
—
—
6
—
6
Other income (expense), net
—
—
1
—
1
(4)
(2)
Income (loss) before interest and income taxes
$
476
$
(55)
$
22
$
52
$
98
$
(25)
$
568
Interest income
11
Interest expense
(51)
Income before income taxes
$
528
Net income attributable to noncontrolling interests
$
—
$
—
$
—
$
—
$
2
$
—
$
2
Capital expenditures
$
79
$
—
$
17
$
8
$
9
$
8
$
121
7
Refining
Renewables
Marketing
Lubricants & Specialties
Midstream
Corporate, Other and Eliminations
Consolidated Total
(In millions)
Nine Months Ended September 30, 2026
Sales and other revenues:
Revenues from external customers
$
21,327
$
633
$
3,738
$
2,575
$
97
$
—
$
28,370
Intersegment revenues and other
(1)
4,029
715
—
4
405
(5,153)
—
25,356
1,348
3,738
2,579
502
(5,153)
28,370
Cost of sales:
(2)
Cost of materials and other
(3)
19,988
912
3,613
1,755
—
(5,143)
21,125
Lower of cost or market inventory valuation adjustments
(604)
(68)
—
—
—
—
(672)
Operating expenses
1,516
68
—
226
187
4
2,001
20,900
912
3,613
1,981
187
(5,139)
22,454
Selling, general and administrative expenses
(2)
192
3
30
131
6
29
391
Depreciation and amortization
437
51
24
129
53
41
735
Other operating expenses, net
1
47
—
55
—
—
103
Income (loss) from operations
3,826
335
71
283
256
(84)
4,687
Earnings of equity method investments
—
—
—
—
19
—
19
Other income, net
—
—
—
14
1
4
19
Income (loss) before interest and income taxes
$
3,826
$
335
$
71
$
297
$
276
$
(80)
$
4,725
Interest income
50
Interest expense
(115)
Income before income taxes
$
4,660
Net income attributable to noncontrolling interests
$
—
$
—
$
—
$
—
$
5
$
—
$
5
Capital expenditures
$
221
$
4
$
60
$
25
$
38
$
9
$
357
Nine Months Ended September 30, 2025
Sales and other revenues:
Revenues from external customers
$
15,588
$
388
$
2,410
$
1,932
$
87
$
—
$
20,405
Intersegment revenues and other
(1)
2,525
337
—
6
386
(3,254)
—
18,113
725
2,410
1,938
473
(3,254)
20,405
Cost of sales:
(2)
Cost of materials and other
(3)
15,463
688
2,304
1,409
—
(3,256)
16,608
Lower of cost or market inventory valuation adjustments
102
(5)
—
—
—
—
97
Operating expenses
1,349
67
—
198
141
3
1,758
16,914
750
2,304
1,607
141
(3,253)
18,463
Selling, general and administrative expenses
(2)
159
2
26
115
5
16
323
Depreciation and amortization
410
71
21
70
55
54
681
Other operating expenses, net
18
—
—
—
—
—
18
Income (loss) from operations
612
(98)
59
146
272
(71)
920
Earnings of equity method investments
—
—
—
—
27
—
27
Other income (expense), net
—
—
1
2
(40)
(11)
(48)
Income (loss) before interest and income taxes
$
612
$
(98)
$
60
$
148
$
259
$
(82)
$
899
Interest income
27
Interest expense
(153)
Income before income taxes
$
773
Net income attributable to noncontrolling interests
$
—
$
—
$
—
$
—
$
6
$
—
$
6
Capital expenditures
$
209
$
2
$
33
$
28
$
30
$
16
$
318
(1)
Refining intersegment revenues relate to transportation fuels sold to the Marketing segment. Renewables intersegment revenues relate to the sale of transportation fuels and RINs sold to the Refining segment. Midstream intersegment revenues relate to pipeline and terminalling services provided primarily to the Refining segment, including leases. These transactions eliminate in consolidation.
(2)
Exclusive of
Depreciation and amortization
.
(3)
Exclusive of
Lower of cost or market inventory valuation adjustments
.
8
Refining Segment Operating Data
The following tables set forth information, including non-GAAP (generally accepted accounting principles) performance measures, about our consolidated refinery operations. Adjusted refinery gross margin per produced barrel sold is total Refining segment gross margin plus
Lower of cost or market inventory valuation adjustments
,
Depreciation and amortization
and
Operating expenses
, divided by sales volumes of produced refined products. This margin measure does not include the non-cash effects of
Lower of cost or market inventory valuation adjustments
, which relate to inventory held at the end of the period. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
The disaggregation of our refining geographic operating data is presented in two regions, Mid-Continent and West, to best reflect the economic drivers of our refining operations. The Mid-Continent region is comprised of the El Dorado and Tulsa refineries. The West region is comprised of the Puget Sound, Navajo, Woods Cross, Parco and Casper refineries.
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Mid-Continent Region
Crude charge (BPD)
(1)
250,340
280,240
262,170
264,580
Refinery throughput (BPD)
(2)
268,820
296,220
279,420
280,920
Sales of produced refined products (BPD)
(3)
243,520
281,040
260,900
265,300
Refinery utilization
(4)
96.3
%
107.8
%
100.8
%
101.8
%
Average per produced barrel sold:
(5)
Gross margin
(6)
$
42.47
$
8.08
$
19.68
$
4.01
Adjusted refinery gross margin
(7)
$
53.38
$
17.50
$
24.50
$
13.71
Less: operating expenses
(8)
8.59
6.20
7.65
6.52
Adjusted refinery gross margin, less operating expenses
$
44.79
$
11.30
$
16.85
$
7.19
Operating expenses per throughput barrel
(9)
$
7.78
$
5.88
$
7.14
$
6.15
Feedstocks:
Sweet crude oil
52
%
52
%
53
%
51
%
Sour crude oil
26
%
27
%
26
%
25
%
Heavy sour crude oil
15
%
16
%
15
%
18
%
Other feedstocks and blends
7
%
5
%
6
%
6
%
Total
100
%
100
%
100
%
100
%
Sales of produced refined products:
Gasolines
50
%
50
%
50
%
51
%
Diesel fuels
30
%
32
%
31
%
32
%
Jet fuels
8
%
7
%
8
%
7
%
Fuel oil
1
%
1
%
1
%
1
%
Asphalt
5
%
4
%
4
%
3
%
Base oils
4
%
4
%
4
%
4
%
LPG and other
2
%
2
%
2
%
2
%
Total
100
%
100
%
100
%
100
%
9
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
West Region
Crude charge (BPD)
(1)
363,720
358,810
360,100
355,910
Refinery throughput (BPD)
(2)
391,160
384,860
386,610
381,960
Sales of produced refined products (BPD)
(3)
400,020
380,100
391,880
378,890
Refinery utilization
(4)
87.0
%
85.8
%
86.1
%
85.1
%
Average per produced barrel sold:
(5)
Gross margin
(6)
$
42.29
$
9.30
$
24.47
$
4.82
Adjusted refinery gross margin
(7)
$
54.73
$
20.38
$
33.87
$
16.02
Less: operating expenses
(8)
9.91
8.18
9.08
8.48
Adjusted refinery gross margin, less operating expenses
$
44.82
$
12.20
$
24.79
$
7.54
Operating expenses per throughput barrel
(9)
$
10.14
$
8.08
$
9.21
$
8.41
Feedstocks:
Sweet crude oil
29
%
33
%
29
%
32
%
Sour crude oil
47
%
44
%
48
%
45
%
Heavy sour crude oil
11
%
11
%
10
%
11
%
Wax crude oil
6
%
5
%
6
%
5
%
Other feedstocks and blends
7
%
7
%
7
%
7
%
Total
100
%
100
%
100
%
100
%
Sales of produced refined products:
Gasolines
50
%
51
%
51
%
52
%
Diesel fuels
30
%
32
%
30
%
33
%
Jet fuels
8
%
6
%
7
%
6
%
Fuel oil
2
%
2
%
3
%
2
%
Asphalt
3
%
3
%
2
%
2
%
LPG and other
7
%
6
%
7
%
5
%
Total
100
%
100
%
100
%
100
%
Consolidated
Crude charge (BPD)
(1)
614,060
639,050
622,270
620,490
Refinery throughput (BPD)
(2)
659,980
681,080
666,030
662,880
Sales of produced refined products (BPD)
(3)
643,540
661,140
652,780
644,190
Refinery utilization
(4)
90.6
%
94.3
%
91.8
%
91.5
%
Average per produced barrel sold:
(5)
Gross margin
(6)
$
42.36
$
8.78
$
22.56
$
4.49
Adjusted refinery gross margin
(7)
$
54.22
$
19.16
$
30.12
$
15.07
Less: operating expenses
(8)
9.41
7.34
8.51
7.67
Adjusted refinery gross margin, less operating expenses
$
44.81
$
11.82
$
21.61
$
7.40
Operating expenses per throughput barrel
(9)
$
9.18
$
7.12
$
8.34
$
7.45
10
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Consolidated
Feedstocks:
Sweet crude oil
39
%
42
%
39
%
40
%
Sour crude oil
39
%
36
%
39
%
37
%
Heavy sour crude oil
12
%
13
%
12
%
14
%
Wax crude oil
3
%
3
%
3
%
3
%
Other feedstocks and blends
7
%
6
%
7
%
6
%
Total
100
%
100
%
100
%
100
%
Sales of produced refined products:
Gasolines
50
%
51
%
51
%
52
%
Diesel fuels
30
%
31
%
31
%
31
%
Jet fuels
8
%
7
%
7
%
7
%
Fuel oil
1
%
2
%
2
%
2
%
Asphalt
4
%
3
%
3
%
2
%
Base oils
2
%
2
%
2
%
2
%
LPG and other
5
%
4
%
4
%
4
%
Total
100
%
100
%
100
%
100
%
(1)
Crude charge represents the barrels per day of crude oil processed at our refineries.
(2)
Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.
(3)
Represents barrels sold of produced refined products at our refineries (including Asphalt and intersegment sales) and does not include volumes of refined products purchased for resale or volumes of excess crude oil sold.
(4)
Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity i
s 678,000 BPSD.
(5)
Represents the average amount per produced barrel sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(6)
Gross margin represents total Refining segment
Sales and other revenues
less
Cost of materials and other
,
Lower of cost or market inventory valuation adjustments
,
Operating expenses
and
Depreciation and amortization
, divided by sales volumes of produced refined products.
(7)
Adjusted refinery gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(8)
Represents total Refining segment
Operating expenses
, exclusive of
Depreciation and amortization
, divided by sales volumes of produced refined products.
(9)
Represents total Refining segment
Operating expenses
, exclusive of
Depreciation and amortization
, divided by refinery throughput.
11
Renewables Segment Operating Data
The following table sets forth information, including non-GAAP performance measures, about our renewables operations. Adjusted renewables gross margin per produced gallon sold is total Renewables segment gross margin plus
Lower of cost or market inventory valuation adjustments
,
Depreciation and amortization
and
Operating expenses
, divided by sales volumes of produced renewables products. This margin measure does not include the non-cash effects of
Lower of cost or market inventory valuation adjustments
, which relate to volumes in inventory at the end of the period. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Renewables
Sales of produced renewables products (in thousand gallons)
63,195
57,159
175,548
156,408
Average per produced gallon sold:
(1)
Gross margin
(2)
$
1.97
$
(0.94)
$
2.19
$
(0.61)
Adjusted renewables gross margin
(3)
$
2.11
$
0.18
$
2.48
$
0.24
Less: operating expenses
(4)
0.37
0.39
0.39
0.43
Adjusted renewables gross margin, less operating expenses
$
1.74
$
(0.21)
$
2.09
$
(0.19)
(1)
Represents the average amount per produced gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(2)
Gross margin represents total Renewables segment
Sales and other revenues
less
Cost of materials and other
,
Lower of cost or market inventory valuation adjustments
,
Operating expenses
and
Depreciation and amortization
, divided by sales volumes of produced renewables products.
(3)
Adjusted renewables gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(4)
Represents total Renewables segment
Operating expenses
, exclusive of
Depreciation and amortization
, divided by sales volumes of produced renewables products.
Marketing Segment Operating Data
The following table sets forth information, including non-GAAP performance measures, about our marketing operations and includes our Sinclair branded fuel business. Adjusted marketing gross margin per gallon sold is total Marketing segment gross margin plus
Depreciation and amortization
, divided by sales volumes of marketing products. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Marketing
Number of branded sites at period end
(1)
1,852
1,705
1,852
1,705
Sales of refined products (in thousand gallons)
420,175
360,482
1,131,454
991,494
Average per gallon sold:
(2)
Gross margin
(3)
$
0.10
$
0.09
$
0.09
$
0.09
Adjusted marketing gross margin
(4)
$
0.12
$
0.11
$
0.11
$
0.11
(1)
Includes certain non-Sinclair branded sites.
(2)
Represents the average amount per gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(3)
Gross margin represents total Marketing segment
Sales and other revenues
less
Cost of materials and other
and
Depreciation and amortization
, divided by sales volumes of marketing products.
(4)
Adjusted marketing gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
12
Lubricants & Specialties Segment Operating Data
The following table sets forth information about our lubricants and specialties operations.
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Lubricants & Specialties
Sales of produced refined products (BPD)
30,190
32,008
34,361
30,981
Sales of produced refined products:
Finished products
52
%
49
%
48
%
51
%
Base oils
26
%
26
%
27
%
25
%
Other
22
%
25
%
25
%
24
%
Total
100
%
100
%
100
%
100
%
Midstream Segment Operating Data
The following table sets forth information about our midstream operations.
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Midstream
Volumes (BPD)
Pipelines:
Affiliates—refined product pipelines
143,063
141,617
155,762
150,434
Affiliates—intermediate pipelines
133,405
139,868
140,469
137,194
Affiliates—crude pipelines
474,504
464,323
463,941
424,426
750,972
745,808
760,172
712,054
Third parties—refined product pipelines
40,435
37,754
33,451
39,981
Third parties—crude pipelines
208,209
195,994
190,379
194,882
999,616
979,556
984,002
946,917
Terminals and loading racks:
Affiliates
965,323
1,045,066
1,008,989
1,002,107
Third parties
33,598
39,705
29,109
38,643
998,921
1,084,771
1,038,098
1,040,750
Total for pipelines and terminal assets (BPD)
1,998,537
2,064,327
2,022,100
1,987,667
13
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles
Reconciliations of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA excluding special items (“Adjusted EBITDA”) to amounts reported under generally accepted accounting principles (“GAAP”) in the financial statements.
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
. Adjusted EBITDA is calculated as EBITDA plus or minus (i)
Lower of cost or market inventory valuation adjustments
, (ii) asset impairments, (iii) severance costs, (iv) separation costs, (v) acquisition integration and regulatory costs, (vi) decommissioning and closure costs, (vii) loss on early extinguishment of debt and (viii) loss on sale of equity method investment.
EBITDA and Adjusted EBITDA are not calculations provided for under accounting principles generally accepted in the United States; however, the amounts included in these calculations are derived from amounts included in our consolidated financial statements. EBITDA and Adjusted EBITDA should not be considered as alternatives 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 and Adjusted EBITDA are not necessarily comparable to similarly titled measures of other companies. These are presented here because they are financial indicators widely used by investors and analysts to measure our operating performance. EBITDA and Adjusted EBITDA are also used by our management for internal analysis and as a basis for financial covenants.
The Company cannot reliably predict or estimate certain items or expenses, or their impact on financial statements in future periods. Accordingly, the Company believes that a reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort.
Set forth below is our calculation of EBITDA and Adjusted EBITDA:
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(In millions)
Net income attributable to HF Sinclair stockholders
$
2,015
$
403
$
3,555
$
607
Add: interest expense
54
51
115
153
Less: interest income
(25)
(11)
(50)
(27)
Add: income tax expense
632
123
1,100
160
Add: depreciation and amortization
(1)
278
230
735
681
EBITDA
$
2,954
$
796
$
5,455
$
1,574
Add: lower of cost or market inventory valuation adjustments
(30)
66
(672)
97
Add: asset impairments
(2)
28
—
75
1
Add: severance costs
(3)
28
—
28
—
Add: separation costs
(4)
3
—
3
—
Add: acquisition integration and regulatory costs
(5)
1
—
3
—
Add: decommissioning and closure costs
(6)
—
—
—
—
Add: loss on early extinguishment of debt
(7)
—
8
—
24
Add: loss on sale of equity method investment
(8)
—
—
—
40
Adjusted EBITDA
$
2,984
$
870
$
4,892
$
1,736
(1)
The three and nine months ended September 30, 2026 include incremental accelerated depreciation and amortization of $54 million related to the Mississauga Asset Retirement.
(2)
The three months ended September 30, 2026 primarily relates to the abandonment of certain assets under construction at the Mississauga Refinery. The nine months ended September 30, 2026 also includes $47 million related to the abandonment of certain assets under construction in our Renewables segment.
(3)
Represents costs related to severance benefits payable to employees impacted by the Mississauga Asset Retirement.
(4)
Represents costs related to the Planned Separation.
(5)
Represents integration costs related to Industrial Oils Unlimited, which was acquired in January 2026.
(6)
The nine months ended September 30, 2025 include $4 million of costs incurred by the Refining segment offset by $4 million of unrelated benefits in the Midstream segment.
(7)
Represents the loss on early extinguishment of debt, inclusive of unamortized discount and debt issuance costs.
(8)
Represents loss related to our sale of 50% interest in the Cheyenne Pipeline, LLC in 2025.
14
EBITDA and Adjusted EBITDA attributable to our Refining segment are set forth below:
Three Months Ended September 30,
Nine Months Ended September 30,
Refining Segment
2026
2025
2026
2025
(In millions)
Income before interest and income taxes
(1)
$
2,435
$
476
$
3,826
$
612
Add: depreciation and amortization
146
139
437
410
EBITDA
$
2,581
$
615
$
4,263
$
1,022
Add: lower of cost or market inventory valuation adjustments
—
46
(604)
102
Add: asset impairments
1
—
1
1
Add: decommissioning and closure costs
(2)
—
—
—
4
Adjusted EBITDA
$
2,582
$
661
$
3,660
$
1,129
(1)
Income before interest and income taxes of our Refining segment represents income plus (i)
Interest expense
, net of
Interest income
and (ii)
Income tax expense.
(2)
Represents tank decommissioning costs.
EBITDA and Adjusted EBITDA attributable to our Renewables segment are set forth below:
Three Months Ended September 30,
Nine Months Ended September 30,
Renewables Segment
2026
2025
2026
2025
(In millions)
Income (loss) before interest and income taxes
(1)
$
123
$
(55)
$
335
$
(98)
Add: depreciation and amortization
16
22
51
71
EBITDA
$
139
$
(33)
$
386
$
(27)
Add: lower of cost or market inventory valuation adjustments
(30)
20
(68)
(5)
Add: asset impairments
(2)
—
—
47
—
Adjusted EBITDA
$
109
$
(13)
$
365
$
(32)
(1)
Income (loss) before interest and income taxes of our Renewables segment represents loss plus (i)
Interest expense
, net of
Interest income
and (ii)
Income tax expense.
(2)
Represents the abandonment of certain assets under construction in the second quarter.
EBITDA attributable to our Marketing segment is set forth below:
Three Months Ended September 30,
Nine Months Ended September 30,
Marketing Segment
2026
2025
2026
2025
(In millions)
Income before interest and income taxes
(1)
$
31
$
22
$
71
$
60
Add: depreciation and amortization
8
7
24
21
EBITDA
$
39
$
29
$
95
$
81
(1)
Income before interest and income taxes of our Marketing segment represents income plus (i)
Interest expense
, net of
Interest income
and (ii)
Income tax expense.
15
EBITDA and Adjusted EBITDA attributable to our Lubricants & Specialties segment are set forth below:
Three Months Ended September 30,
Nine Months Ended September 30,
Lubricants & Specialties Segment
2026
2025
2026
2025
(In millions)
Income before interest and income taxes
(1)
$
38
$
52
$
297
$
148
Add: depreciation and amortization
80
26
129
70
EBITDA
$
118
$
78
$
426
$
218
Add: asset impairments
(2)
27
—
27
—
Add: severance costs
(3)
28
—
28
—
Add: acquisition integration and regulatory costs
(4)
1
—
3
—
Adjusted EBITDA
$
174
$
78
$
484
$
218
(1)
Income before interest and income taxes of our Lubricants & Specialties segment represents income plus (i)
Interest expense
, net of
Interest income
and (ii)
Income tax expense.
(2)
Represents the abandonment of certain assets under construction at the Mississauga Refinery.
(3)
Represents costs related to severance benefits payable to employees impacted by the Mississauga Asset Retirement.
(4)
Represents integration costs related to Industrial Oils Unlimited, which was acquired in January 2026.
EBITDA and Adjusted EBITDA attributable to our Midstream segment are set forth below:
Three Months Ended September 30,
Nine Months Ended September 30,
Midstream Segment
2026
2025
2026
2025
(In millions)
Income before interest and income taxes
(1)
$
87
$
98
$
276
$
259
Add: depreciation and amortization
16
18
53
55
Less: net income attributable to noncontrolling interests
2
2
5
6
EBITDA
$
101
$
114
$
324
$
308
Add: loss on sale of equity method investment
(2)
—
—
—
40
Add: loss on extinguishment of debt
—
—
—
1
Add: decommissioning and closure costs
(3)
—
—
—
(4)
Adjusted EBITDA
$
101
$
114
$
324
$
345
(1)
Income before interest and income taxes of our Midstream segment represents income plus (i)
Interest expense
, net of
Interest income
and (ii)
Income tax expense.
(2)
Represents loss related to our sale of 50% interest in the Cheyenne Pipeline, LLC in 2025.
(3)
Represents a benefit from previously recorded decommissioning and closure costs.
16
Reconciliation of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
Adjusted refinery gross margin is a non-GAAP performance measure that is used by our management and others to compare our refining performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our refining performance on a relative and absolute basis, including against publicly available crack spread data. Adjusted refinery gross margin per produced barrel sold is total Refining segment gross margin plus
Lower of cost or market inventory valuation adjustments
,
Operating expenses
and
Depreciation and amortization,
divided by sales volumes of produced refined products. 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. The GAAP measure most directly comparable to adjusted refinery gross margin is Refining segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.
Reconciliation of Refining segment gross margin to adjusted refinery gross margin to adjusted refinery gross margin per produced barrel sold and adjusted refinery gross margin, less operating expenses per produced barrel sold
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(In millions, except barrel and per barrel amounts)
Refining segment
Sales and other revenues
$
9,857
$
6,443
$
25,356
$
18,113
Cost of sales
(1)
7,205
5,771
20,900
16,914
Depreciation and amortization
146
139
437
410
Gross margin
$
2,506
$
533
$
4,019
$
789
Add: lower of cost or market inventory valuation adjustments
—
46
(604)
102
Add: operating expenses
557
447
1,516
1,349
Add: depreciation and amortization
146
139
437
410
Adjusted refinery gross margin
$
3,209
$
1,165
$
5,368
$
2,650
Sales of produced refined products (BPD)
(2)
643,540
661,140
652,780
644,190
Average per produced barrel sold:
Gross margin
$
42.36
$
8.78
$
22.56
$
4.49
Add: lower of cost or market inventory valuation adjustments
—
0.75
(3.39)
0.58
Add: operating expenses
9.41
7.34
8.51
7.67
Add: depreciation and amortization
2.45
2.29
2.44
2.33
Adjusted refinery gross margin
$
54.22
$
19.16
$
30.12
$
15.07
Less: operating expenses
9.41
7.34
8.51
7.67
Adjusted refinery gross margin, less operating expenses
$
44.81
$
11.82
$
21.61
$
7.40
(1)
Exclusive of
Depreciation and amortization
.
(2)
Represents barrels sold of produced refined products at our refineries (including Asphalt and intersegment sales) and excludes volumes of refined products purchased for resale or volumes of excess crude oil sold.
17
Reconciliation of renewables operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
Adjusted renewables gross margin is a non-GAAP performance measure that is used by our management and others to compare our renewables performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our renewables performance on a relative and absolute basis. Adjusted renewables gross margin per produced gallon sold is total Renewables segment gross margin plus
Lower of cost or market inventory valuation adjustments
,
Operating expenses
and
Depreciation and amortization
, divided by sales volumes of produced renewables products. 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. The GAAP measure most directly comparable to adjusted renewables gross margin is Renewables segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.
Reconciliation of Renewables segment gross margin to adjusted renewables gross margin to adjusted renewables gross margin per produced gallon sold and adjusted renewables gross margin, less operating expenses per produced gallon sold
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(In millions, except gallon and per gallon amounts)
Renewables segment
Sales and other revenues
$
528
$
277
$
1,348
$
725
Cost of sales
(1)
388
309
912
750
Depreciation and amortization
16
22
51
71
Gross margin
$
124
$
(54)
$
385
$
(96)
Add: lower of cost or market inventory valuation adjustments
(30)
20
(68)
(5)
Add: operating expenses
23
22
68
67
Add: depreciation and amortization
16
22
51
71
Adjusted renewables gross margin
$
133
$
10
$
436
$
37
Sales of produced renewables products (in thousand gallons)
63,195
57,159
175,548
156,408
Average per produced gallon sold:
Gross margin
$
1.97
$
(0.94)
$
2.19
$
(0.61)
Add: lower of cost or market inventory valuation adjustments
(0.47)
0.35
(0.39)
(0.03)
Add: operating expenses
0.37
0.39
0.39
0.43
Add: depreciation and amortization
0.24
0.38
0.29
0.45
Adjusted renewables gross margin
$
2.11
$
0.18
$
2.48
$
0.24
Less: operating expenses
0.37
0.39
0.39
0.43
Adjusted renewables gross margin, less operating expenses
$
1.74
$
(0.21)
$
2.09
$
(0.19)
(1)
Exclusive of
Depreciation and amortization
.
18
Reconciliation of marketing operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in the financial statements.
Adjusted marketing gross margin is a non-GAAP performance measure that is used by our management and others to compare our marketing performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our marketing performance on a relative and absolute basis. Adjusted marketing gross margin per gallon sold is total Marketing segment gross margin plus
Depreciation and amortization
, divided by sales volumes of marketing products. Adjusted marketing gross margin is not a calculation provided for under GAAP and should not be considered in isolation or as a substitute for Marketing segment gross margin. The GAAP measure most directly comparable to adjusted marketing gross margin is Marketing segment gross margin. Other companies in our industry may not calculate these performance measures in the same manner. Due to rounding of reported numbers, some amounts may not calculate exactly.
Reconciliation of Marketing segment gross margin to adjusted marketing gross margin to adjusted marketing gross margin per gallon sold
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(In millions, except gallon and per gallon amounts)
Marketing segment
Sales and other revenues
$
1,576
$
898
$
3,738
$
2,410
Cost of sales
(1)
1,525
860
3,613
2,304
Depreciation and amortization
8
7
24
21
Gross margin
$
43
$
31
$
101
$
85
Add: depreciation and amortization
8
7
24
21
Adjusted marketing gross margin
$
51
$
38
$
125
$
106
Sales of refined products (in thousand gallons)
420,175
360,482
1,131,454
991,494
Average per gallon sold:
Gross margin
$
0.10
$
0.09
$
0.09
$
0.09
Add: depreciation and amortization
0.02
0.02
0.02
0.02
Adjusted marketing gross margin
$
0.12
$
0.11
$
0.11
$
0.11
(1)
Exclusive of
Depreciation and amortization
.
19
Reconciliation of
Net income attributable to HF Sinclair stockholders
to adjusted net income attributable to HF Sinclair stockholders
Adjusted net income attributable to HF Sinclair stockholders is a non-GAAP financial measure that excludes non-cash adjustments of (i)
Lower of cost or market inventory valuation adjustments
, (ii) asset impairments, (iii) incremental accelerated depreciation and amortization, (iv) severance costs, (v) separation costs, (vi) acquisition integration and regulatory costs, (vii) decommissioning and closure costs, (viii) loss on early extinguishment of debt and (ix) loss on sale of equity method investment. We believe this measure is helpful to investors and others in evaluating our financial performance and to compare our results to that of other companies in our industry. Similarly titled performance measures of other companies may not be calculated in the same manner.
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(In millions, except per share amounts)
Consolidated
GAAP:
Income before income taxes
$
2,649
$
528
$
4,660
$
773
Income tax expense
632
123
1,100
160
Net income
$
2,017
$
405
$
3,560
$
613
Less: net income attributable to noncontrolling interests
2
2
5
6
Net income attributable to HF Sinclair stockholders
$
2,015
$
403
$
3,555
$
607
Non-GAAP adjustments to arrive at adjusted results:
Lower of cost or market inventory valuation adjustments
$
(30)
$
66
$
(672)
$
97
Asset impairments
(1)
28
—
75
1
Incremental accelerated depreciation and amortization
(2)
54
—
54
—
Severance costs
(3)
28
—
28
—
Separation costs
(4)
3
—
3
—
Acquisition integration and regulatory costs
(5)
1
—
3
—
Decommissioning and closure costs
(6)
—
—
—
—
Loss on early extinguishment of debt
(7)
—
8
—
24
Loss on sale of equity method investment
(8)
—
—
—
40
Total adjustments to income before income taxes
$
84
$
74
$
(509)
$
162
Adjustment to income tax expense
(9)
20
18
(120)
39
Total adjustments, net of tax
$
64
$
56
$
(389)
$
123
Adjusted results - non-GAAP:
Adjusted income before income taxes
$
2,733
$
602
$
4,151
$
935
Adjusted income tax expense
(10)
652
141
980
199
Adjusted net income
$
2,081
$
461
$
3,171
$
736
Less: net income attributable to noncontrolling interests
2
2
5
6
Adjusted net income attributable to HF Sinclair stockholders
$
2,079
$
459
$
3,166
$
730
Adjusted earnings per share - diluted
(11)
$
11.75
$
2.44
$
17.59
$
3.86
(1)
The three months ended September 30, 2026 primarily relates to the abandonment of certain assets under construction at the Mississauga Refinery. The nine months ended September 30, 2026 also includes $47 million related to the abandonment of certain assets under construction in our Renewables segment.
(2)
Represents incremental accelerated depreciation and amortization related to the Mississauga Asset Retirement.
(3)
Represents costs related to severance benefits payable to employees impacted by the Mississauga Asset Retirement.
(4)
Represents costs related to the Planned Separation.
(5)
Represents integration costs related to Industrial Oils Unlimited, which was acquired in January 2026.
(6)
The nine months ended September 30, 2025 include $4 million of costs incurred by the Refining segment offset by $4 million of unrelated benefits in the Midstream segment.
(7)
Represents the loss on early extinguishment of debt, inclusive of unamortized discount and debt issuance costs.
(8)
Represents loss related to our sale of 50% interest in the Cheyenne Pipeline, LLC in 2025.
20
(9)
Represents adjustment to GAAP income tax expense to arrive at adjusted income tax expense, which is computed as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(In millions)
Non-GAAP income tax expense
(10)
$
652
$
141
$
980
$
199
GAAP income tax expense
632
123
1,100
160
Non-GAAP adjustment to income tax expense
$
20
$
18
$
(120)
$
39
(10)
Non-GAAP income tax expense is computed by (a) adjusting HF Sinclair’s consolidated estimated Annual Effective Tax Rate (“AETR”) for GAAP purposes for the effects of the above Non-GAAP adjustments, (b) applying the resulting Adjusted Non-GAAP AETR to Non-GAAP adjusted income before income taxes and (c) adjusting for discrete tax items applicable to the period.
(11)
Adjusted earnings per share - diluted is calculated as adjusted net income attributable to HF Sinclair stockholders divided by the average number of shares of common stock outstanding assuming dilution, which is based on weighted-average diluted shares outstanding as that used in the GAAP diluted earnings per share calculation. Income allocated to participating securities, if applicable, in the adjusted earnings per share calculation is calculated the same way as that used in GAAP diluted earnings per share calculation.
Reconciliation of effective income tax rate to adjusted effective tax rate
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(In millions)
GAAP:
Income before taxes
$
2,649
$
528
$
4,660
$
773
Income tax expense
$
632
$
123
$
1,100
$
160
Effective income tax rate for GAAP financial statements
(1)
23.8
%
23.3
%
23.6
%
20.7
%
Adjusted - non-GAAP:
Effect of non-GAAP adjustments
—
%
0.1
%
—
%
0.6
%
Effective tax rate for adjusted results
23.8
%
23.4
%
23.6
%
21.3
%
(1)    Due to rounding of reported numbers, some amounts may not calculate exactly.
FOR FURTHER INFORMATION, Contact:
Vivek Garg, Acting Chief Financial Officer, Vice President, Chief Accounting Officer and Controller
Craig Biery, Vice President, Investor Relations
HF Sinclair Corporation
214-954-6510
21

----- dinoex99210-28x2026.htm -----
EX-99.2
3
dinoex99210-28x2026.htm
EX-99.2
Document
Exhibit 99.2
HF Sinclair Appoints Steve Ledbetter as Chief Executive Officer and President
Ledbetter to Succeed Franklin Myers Effective January 1, 2027
DALLAS, Oct. 28, 2026
-- HF Sinclair Corporation (NYSE and NYSE Texas, Inc.: DINO) (“HF Sinclair” or the “Company”) today announced the appointment of Steve Ledbetter, currently serving as HF Sinclair’s president and chief operating officer, as CEO and president, effective January 1, 2027. The HF Sinclair Board of Directors (the “Board”) also plans to expand the Board and appoint Ledbetter as a director at a later date.
Ledbetter succeeds Franklin Myers, who will continue to serve as CEO through January 1, 2027, to support the transition. Thereafter, Myers will remain with HF Sinclair as an officer of the Company and continue to serve as executive chairperson until the completion of HF Sinclair's previously announced plan to pursue a separation of its Lubricants & Specialties segment. In this new role, Myers will advise on strategic matters related to planned separation.
“Steve’s appointment as the next permanent HF Sinclair CEO and president reflects the Board’s thoughtful and deliberate succession planning process,” said Leldon Echols, lead independent director of the Board. “Through his leadership and oversight of HF Sinclair’s commercial organization and operations, Steve has developed a deep understanding of HF Sinclair’s Refining, Renewables, Marketing and Midstream businesses. He has played a key role in efforts to improve safety, reliability and cost efficiency while unlocking value across the Company’s integrated platform. His commercial insights, operational expertise, and enterprise perspective make him well suited to lead HF Sinclair as we continue to strengthen our businesses and sharpen our focus to advance our strategic priorities.”
“It has been an honor to serve as CEO of HF Sinclair and to work alongside our employees, customers and business partners,” said Myers. “Having worked closely with Steve, I have seen firsthand his deep understanding of our businesses. He is exceptionally well prepared for this role, and I have complete confidence that he is the right leader to guide HF Sinclair through its next chapter. I look forward to continuing to work with Steve as executive chairperson, while supporting the Company as we advance the planned separation of the Lubricants & Specialties business.”
“I am excited to take on the role of CEO and president of HF Sinclair,” said Ledbetter. “Having worked across our businesses and closely with our employees over the past several years, I have tremendous confidence in our people, our assets and our ability to execute. We have a strong foundation and a portfolio of high-quality businesses that position us well for the opportunities ahead. We will continue to focus on safety, reliability, commercial excellence and disciplined capital allocation as we execute our strategy and deliver value for shareholders, customers and employees. I am honored to lead HF Sinclair into its next chapter.”
About Steve Ledbetter
Steve Ledbetter has more than 25 years of leadership experience across the energy, transportation and consumer services sectors, with a track record of delivering operational improvements, commercial growth and organizational performance.
Ledbetter has served as the president and chief operating officer of HF Sinclair since July 2026, responsible for driving operational excellence, commercial execution and enterprise performance across the organization. He joined HF Sinclair as executive vice president, commercial, in March 2023.
Before joining HF Sinclair, he was president and CEO of Shell Midstream Partners GP LLC, where he led the company’s vision, strategy and execution while overseeing a portfolio of critical energy infrastructure assets. Earlier, he led Shell Midstream’s commercial organization, with responsibility for business development, joint ventures, portfolio management and commercial strategy. Earlier in his career, he served as president and CEO of Jiffy Lube International, one of North America's largest automotive service networks.
Ledbetter holds a Bachelor of Business Administration in Finance and Financial Management Services from Texas A&M University.
Exhibit 99.2
About HF Sinclair Corporation
HF Sinclair Corporation, headquartered in Dallas, Texas, is an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. HF Sinclair owns and operates refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. HF Sinclair provides petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. HF Sinclair markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states and supplies high-quality fuels to more than 1,850 branded stations and licenses the use of the Sinclair brand to more than 350 additional locations throughout the country. HF Sinclair produces renewable diesel at two of its facilities in Wyoming and also at its facility in New Mexico. In addition, subsidiaries of HF Sinclair produce and market base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and export products to more than 80 countries.
Forward-Looking Statements
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts, including statements relating to HF Sinclair’s expectations regarding its business strategy, are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in HF Sinclair’s filings with the Securities and Exchange Commission (the “SEC”). All statements concerning HF Sinclair’s expectations for future results are based on forecasts for HF Sinclair’s existing operations and do not include the potential impact of any future transactions. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding HF Sinclair’s plans and objectives for future operations. Although HF Sinclair believes that the expectations reflected in these forward-looking statements are reasonable, HF Sinclair cannot assure you that HF Sinclair’s expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the business, financial, operational and legal risks provided in the reports filed by HF Sinclair with the SEC. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, HF Sinclair undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
HF Sinclair Corporation
Craig Biery, 214-954-6510
Vice President, Investor Relations
or
Trey Schonter, 214-954-6510
Director, Investor Relations