DINO / HF Sinclair Corporation - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

NYSE: DINO INVESTOR PRESENTATION September 2025 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation

dino-irpresentationsept NYSE: DINO INVESTOR PRESENTATION September 2025 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

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): September 2, 2025 HF SINCLAIR COR

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): September 2, 2025 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

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): August 20, 2025 HF SINCLAIR CORPO

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): August 20, 2025 HF SINCLAIR CORPORATION (Exact Name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

HF Sinclair Corporation Announces Full Redemption of its 5.875% Senior Notes due 2026, its 6.375% Senior Notes due 2027 and the 6.375% Senior Notes due 2027 of its Wholly Owned Subsidiaries, Holly Energy Partners, L.P. and Holly Energy Finance Corp.

EX-99.1 Exhibit 99.1 HF Sinclair Corporation Announces Full Redemption of its 5.875% Senior Notes due 2026, its 6.375% Senior Notes due 2027 and the 6.375% Senior Notes due 2027 of its Wholly Owned Subsidiaries, Holly Energy Partners, L.P. and Holly Energy Finance Corp. DALLAS, TEXAS, August 20, 2025—HF Sinclair Corporation (the “Corporation”) (NYSE and NYSE Texas: DINO) today announced that it wi

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): August 15, 2025 HF SINCLAIR CORPO

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): August 15, 2025 HF SINCLAIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

HF SINCLAIR CORPORATION AS ISSUER COMPUTERSHARE TRUST COMPANY, N.A. AS TRUSTEE FOURTH SUPPLEMENTAL INDENTURE Dated as of August 18, 2025 Indenture dated as of April 27, 2022 5.500% Senior Notes due 2032

EX-4.2 Exhibit 4.2 Execution Version HF SINCLAIR CORPORATION AS ISSUER and COMPUTERSHARE TRUST COMPANY, N.A. AS TRUSTEE FOURTH SUPPLEMENTAL INDENTURE Dated as of August 18, 2025 to Indenture dated as of April 27, 2022 5.500% Senior Notes due 2032 TABLE OF CONTENTS Page ARTICLE I THE NOTES 1 Section 1.1 Form 1 Section 1.2 Title, Amount, Stated Maturity and Interest 3 Section 1.3 Security Registrar

HF Sinclair Announces Pricing Terms of Cash Tender Offer for Debt Securities

EX-99.1 Exhibit 99.1 HF Sinclair Announces Pricing Terms of Cash Tender Offer for Debt Securities DALLAS, August 15, 2025 — HF Sinclair Corporation (NYSE and NYSE Texas: DINO) (the “Corporation”) today announced the pricing terms for its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding notes listed in the table below (collectively, the “Notes”

HF Sinclair Announces Final Results and Expiration of Cash Tender Offer for Debt Securities

EX-99.2 Exhibit 99.2 HF Sinclair Announces Final Results and Expiration of Cash Tender Offer for Debt Securities DALLAS, August 15, 2025 — HF Sinclair Corporation (NYSE and NYSE Texas: DINO) (the “Corporation”) today announced the final results and expiration of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding notes listed in the table belo

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): August 18, 2025 HF SINCLAIR CORPO

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): August 18, 2025 HF SINCLAIR CORPORATION (Exact Name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

HF Sinclair Corporation $500,000,000 5.500% Senior Notes due 2032 UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version HF Sinclair Corporation $500,000,000 5.500% Senior Notes due 2032 UNDERWRITING AGREEMENT August 11, 2025 Citigroup Global Markets Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Truist Securities, Inc. as Representatives of the several underwriters listed in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

$500,000,000 HF Sinclair Corporation 5.500% Senior Notes due 2032

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-285291 PROSPECTUS SUPPLEMENT (To the prospectus dated February 26, 2025) $500,000,000 HF Sinclair Corporation 5.500% Senior Notes due 2032 We are offering $500,000,000 aggregate principal amount of 5.500% Senior Notes due 2032 (the “notes”). The notes will bear interest at the rate of 5.500% per year and will mature on S

Security Type

Calculation of Filing Fee Tables S-3 HF Sinclair Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

HF SINCLAIR CORPORATION Pricing Term Sheet $500,000,000 5.500% Senior Notes due 2032 Issuer: HF Sinclair Corporation Ratings (Moody’s / S&P / Fitch)*: Baa3 / BBB- / BBB- Ratings Outlooks (Moody’s / S&P / Fitch)*: Stable / Stable / Stable Security Typ

FWP Filed Pursuant to Rule 433 Registration No. 333- 285291 August 11, 2025 HF SINCLAIR CORPORATION Pricing Term Sheet $500,000,000 5.500% Senior Notes due 2032 Issuer: HF Sinclair Corporation Ratings (Moody’s / S&P / Fitch)*: Baa3 / BBB- / BBB- Ratings Outlooks (Moody’s / S&P / Fitch)*: Stable / Stable / Stable Security Type: Senior Unsecured Notes Pricing Date: August 11, 2025 Settlement Date: A

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): August 11, 2025 HF SINCLAIR CORPO

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): August 11, 2025 HF SINCLAIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

HF Sinclair Announces Cash Tender Offer for Debt Securities

EX-99.1 Exhibit 99.1 HF Sinclair Announces Cash Tender Offer for Debt Securities DALLAS, August 11, 2025 — HF Sinclair Corporation (NYSE and NYSE Texas: DINO) (the “Corporation”) today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes). Title of

HF Sinclair Corporation Announces Pricing of Senior Notes Offering

EX-99.1 Exhibit 99.1 HF Sinclair Corporation Announces Pricing of Senior Notes Offering DALLAS, August 11, 2025 — HF Sinclair Corporation (NYSE and NYSE Texas: DINO) (the “Corporation”) announced today that it has priced an offering of $500,000,000 aggregate principal amount of its 5.500% Senior Notes due 2032 (the “Notes”) at a price to the public of 99.290% of the principal amount thereof. The o

SUBJECT TO COMPLETION, DATED AUGUST 11, 2025

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-285291 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the acco

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): August 11, 2025 HF SINCLAIR CORPO

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): August 11, 2025 HF SINCLAIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

Change from 2024

Press Release July 31, 2025 HF Sinclair Reports 2025 Second Quarter Results and Announces Regular Cash Dividend •Reported Net income attributable to HF Sinclair stockholders of $208 million, or $1.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2025 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SINCLAIR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HF SINCLAIR CORPORATION (Exact name of registra

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HF SINCLAIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 87-2092143 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

for the calendar year ended December 31, 2024

Exhibit 1.01 HF Sinclair Corporation Conflict Minerals Report for the Year Ended December 31, 2024 HF Sinclair Corporation has included this Conflict Minerals Report as an exhibit to its Form SD for 2024, as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD thereunder (collectively, the “Conflict Minerals Rule”). The date of filing of this Conflict Miner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT HF SINCLAIR CORPORATION (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT HF SINCLAIR CORPORATION (Exact name of the registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 2323 Victory Avenue Suite 1400, Dallas, TX 75219 (Ad

Amended and Restated Certificate of Incorporation of HF Sinclair Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HF SINCLAIR CORPORATION HF Sinclair Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is HF Sinclair Corporation. The date of filing of its original Certificate of Incorporation with the Secretary of State w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 (May 14, 2025) HF SI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 (May 14, 2025) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation)

Change from 2024

Press Release May 1, 2025 HF Sinclair Reports 2025 First Quarter Results and Announces Regular Cash Dividend First Quarter •Reported Net loss attributable to HF Sinclair stockholders of $4 million, or $(0.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SINCLAI

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): April 3, 2025 HF Sinclair Corpora

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): April 3, 2025 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commission F

Senior Unsecured Multi-Year Revolving Credit Agreement, dated as of April 3, 2025, among HF Sinclair Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, and each of the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed April 3, 2025, File No. 1-41325).

Exhibit 10.1 Execution Copy CUSIP NO. 40422SAB0 SENIOR UNSECURED MULTI-YEAR REVOLVING CREDIT AGREEMENT dated as of April 3, 2025 among HF SINCLAIR CORPORATION, The Lenders Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent MUFG BANK, LTD., as Syndication Agent and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, BARCLAYS BANK PLC, CITIBANK, N.A., CITIZE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 21, 2025 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

NYSE: DINO INVESTOR PRESENTATION March 2025 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Refo

NYSE: DINO INVESTOR PRESENTATION March 2025 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

As filed with the Securities and Exchange Commission on February 26, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 REGISTRATION STATEMENT (Form Type) HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate

As filed with the Securities and Exchange Commission on February 26, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 REGISTRATION STATEMENT (Form Type) HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amo

Form T-1 Statement of Eligibility respecting the Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ☐ COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N

HF Sinclair Corporation Insider Trading Policy (for

Exhibit 19.2 Insider Trading Policy Directors, Officers and Certain Employees This Insider Trading Policy (this “Policy”) provides guidelines for your transactions in the stock and other securities of HF Sinclair Corporation (“HF Sinclair”) and the use of any confidential information that comes into your possession about HF Sinclair and its subsidiaries. HF Sinclair is referred to in this Policy a

Notice of Grant of Restricted Stock Units

Exhibit 10.28 HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS (Non-Employee Director Award) Pursuant to the terms and conditions of the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (the “Plan”), and the associated Restricted Stock Unit Agreement (Non-Employee Director Award) which has been made separ

Performance Share Unit Agreement.

Exhibit 10.29 HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (U.S.) This Performance Share Unit Agreement (the “Agreement”) is made and entered into by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you. This Agreement is entered into as of the 12th day of November, 2024 (the “Date of Grant”) WHEREAS, th

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 20, 2025 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

Notice of Grant of Restricted Stock Units

Exhibit 10.27 HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS (U.S.) Pursuant to the terms and conditions of the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (the “Plan”), and the associated Restricted Stock Unit Agreement (U.S.) which has been made separately available to you (the “Agreement”), you

HF Sinclair Corporation Insider Trading Policy

Exhibit 19.1 Insider Trading Policy All Employees of HF Sinclair Corporation This Insider Trading Policy (this “Policy”) provides guidelines for your transactions in the stock and other securities of HF Sinclair Corporation (“HF Sinclair”) and the use of any confidential information that comes into your possession about HF Sinclair and its subsidiaries. HF Sinclair is referred to in this Policy as

Subsidiaries of Registrant

EXHIBIT 21.1 HF SINCLAIR CORPORATION SUBSIDIARIES OF REGISTRANT Name of Entity State or Country of Incorporation or Organization 7037619 Canada Inc. Canada Artesia PTU LLC Delaware Artesia Renewable Diesel Company LLC Delaware Black Eagle LLC Delaware Cheyenne Logistics LLC Delaware Cheyenne Pipeline LLC (joint venture) Texas Cheyenne Renewable Diesel Company LLC Delaware Cushing Connect Pipeline

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SINCLAIR COR

(In millions, except share and per share data)

Press Release February 20, 2025 HF Sinclair Corporation Reports 2024 Fourth Quarter and Full Year Results and Announces Regular Cash Dividend Fourth Quarter •Reported Net loss attributable to HF Sinclair stockholders of $214 million, or $(1.

HF Sinclair Corporation Announces Partial Redemption of its 5.875% Senior Notes due 2026

EX-99.1 Exhibit 99.1 HF Sinclair Corporation Announces Partial Redemption of its 5.875% Senior Notes due 2026 DALLAS, TEXAS, February 11, 2025—HF Sinclair Corporation (the “Corporation”) (NYSE: DINO) today announced that it will redeem $195,000,000 aggregate principal amount of its outstanding 5.875% Senior Notes due 2026 (the “Notes”). The redemption price for the Notes will equal the greater of

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): February 11, 2025 HF SINCLAIR COR

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): February 11, 2025 HF SINCLAIR CORPORATION (Exact Name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

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): January 27, 2025 HF SINCLAIR CORP

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): January 27, 2025 HF SINCLAIR CORPORATION (Exact Name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

HF Sinclair Corporation Announces Redemption of HollyFrontier Corporation’s 5.875% Senior Notes due 2026

EX-99.1 Exhibit 99.1 HF Sinclair Corporation Announces Redemption of HollyFrontier Corporation’s 5.875% Senior Notes due 2026 DALLAS, TEXAS, January 27, 2025—HF Sinclair Corporation (the “Corporation”) (NYSE: DINO) today announced that it will redeem all of the outstanding 5.785% Senior Notes due 2026 (the “Notes”) of HollyFrontier Corporation, its wholly owned subsidiary. The redemption price for

HF Sinclair Announces Early Results of Cash Tender Offer of Debt Securities

Exhibit 99.1 HF Sinclair Announces Early Results of Cash Tender Offer of Debt Securities DALLAS, January 23, 2025 — HF Sinclair Corporation (NYSE: DINO) (the “Corporation”) today announced the early results of the previously announced cash tender offer (the “Tender Offer”) to purchase the outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes). All term

Current Report

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): January 23, 2025 HF SINCLAIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

HF Sinclair Announces Pricing Terms of Cash Tender Offer of Debt Securities

Exhibit 99.2 HF Sinclair Announces Pricing Terms of Cash Tender Offer of Debt Securities DALLAS, January 24, 2025 – HF Sinclair Corporation (NYSE: DINO) (the “Corporation”) today announced the pricing terms for the previously announced cash tender offer (the “Tender Offer”) to purchase the outstanding notes (collectively, the “Notes” and each a “Series” of Notes) listed in the table below. All oth

Third Supplemental Indenture, dated as of January 23, 2025, among HF Sinclair Corporation and Computershare Trust Company, N.A., as trustee.

Exhibit 4.2 HF SINCLAIR CORPORATION AS ISSUER and COMPUTERSHARE TRUST COMPANY, N.A. AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of January 23, 2025 to Indenture dated as of April 27, 2022 5.750% Senior Notes due 2031 6.250% Senior Notes due 2035 TABLE OF CONTENTS Page ARTICLE I THE NOTES 1 Section 1.1 Form 1 Section 1.2 Title, Amount, Stated Maturity and Interest 3 Section 1.3 Security Regist

Underwriting Agreement, dated January 8, 2025, by and among HF Sinclair Corporation and BofA Securities, Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule I thereto.

EX-1.1 Exhibit 1.1 Execution Version HF Sinclair Corporation $650,000,000 5.750% Senior Notes due 2031 $750,000,000 6.250% Senior Notes due 2035 UNDERWRITING AGREEMENT January 8, 2025 BofA Securities, Inc. MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC as Representatives of the several underwriters listed in Schedule I hereto c/o BofA Securities, Inc.

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): January 23, 2025 HF SINCLAIR CORP

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): January 23, 2025 HF SINCLAIR CORPORATION (Exact Name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

Calculation of Filing Fee Tables (Form Type) HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5.

HF Sinclair Corporation Announces Pricing of Senior Notes Offering

EX-99.1 2 d831154dex991.htm EX-99.1 Exhibit 99.1 HF Sinclair Corporation Announces Pricing of Senior Notes Offering DALLAS, January 8, 2025 — HF Sinclair Corporation (NYSE: DINO) (the “Corporation”) announced today that it has priced an offering of $1,400,000,000 aggregate principal amount of its senior notes, consisting of $650,000,000 aggregate principal amount of 5.750% Senior Notes due 2031 (t

Regulation FD Disclosure

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): January 8, 2025 HF SINCLAIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

HF Sinclair Announces Upsize of Previously Announced Cash Tender Offer to up to $1.05 Billion Aggregate Purchase Price of Debt Securities

Exhibit 99.2 HF Sinclair Announces Upsize of Previously Announced Cash Tender Offer to up to $1.05 Billion Aggregate Purchase Price of Debt Securities DALLAS, January 8, 2025 — HF Sinclair Corporation (NYSE: DINO) (the “Corporation”) today announced that it is increasing the aggregate purchase price (the “Maximum Aggregate Purchase Price”) of its previously announced cash tender offer (the “Tender

$1,400,000,000 HF Sinclair Corporation $650,000,000 5.750% Senior Notes due 2031 $750,000,000 6.250% Senior Notes due 2035

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-264186 PROSPECTUS SUPPLEMENT (To the prospectus dated April 7, 2022) $1,400,000,000 HF Sinclair Corporation $650,000,000 5.750% Senior Notes due 2031 $750,000,000 6.250% Senior Notes due 2035 We are offering $1,400,000,000 aggregate principal amount of notes, consisting of $650,000,000 aggregate principal amount of 5.750% Seni

SUBJECT TO COMPLETION, DATED JANUARY 8, 2025

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-264186 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi

Current Report

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): January 8, 2025 HF SINCLAIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

HF Sinclair Announces Cash Tender Offer for up to $900.0 Million Aggregate Purchase Price of Debt Securities

EX-99.1 Exhibit 99.1 HF Sinclair Announces Cash Tender Offer for up to $900.0 Million Aggregate Purchase Price of Debt Securities DALLAS, January 8, 2025 — HF Sinclair Corporation (NYSE: DINO) (the “Corporation”) today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase the outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” o

HF SINCLAIR CORPORATION Pricing Term Sheet $650,000,000 5.750% Senior Notes due 2031 $750,000,000 6.250% Senior Notes due 2035 2031 Notes 2035 Notes Issuer: HF Sinclair Corporation Ratings (Moody’s / S&P / Fitch)*: Baa3 / BBB- / BBB- Ratings Outlooks

Filed Pursuant to Rule 433 Registration No. 333-264186 January 8, 2025 HF SINCLAIR CORPORATION Pricing Term Sheet $650,000,000 5.750% Senior Notes due 2031 $750,000,000 6.250% Senior Notes due 2035 2031 Notes 2035 Notes Issuer: HF Sinclair Corporation Ratings (Moody’s / S&P / Fitch)*: Baa3 / BBB- / BBB- Ratings Outlooks (Moody’s / S&P / Fitch)*: Stable / Stable / Stable Security Type: Senior Unsec

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 16, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

NYSE: DINO INVESTOR PRESENTATION December 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation R

NYSE: DINO INVESTOR PRESENTATION December 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

Regulation FD Disclosure

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): December 3, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

DINO / HF Sinclair Corporation / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* HF Sinclair Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands) Non-GAAP income tax expense (benefit) (2) $ (12,302) $ 226,382 $ 51,438 $ 482,800 Add GAAP income tax expense (benefit) (57,266) 235,015 52,190 480,64

Press Release October 31, 2024 HF Sinclair Corporation Reports 2024 Third Quarter Results and Announces Regular Cash Dividend •Reported Net loss attributable to HF Sinclair stockholders of $(75.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SIN

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 31, 2024 HF SINCLAIR CORP

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 31, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 30, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

NYSE: DINO INVESTOR PRESENTATION August 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Ref

NYSE: DINO INVESTOR PRESENTATION August 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

HF SINCLAIR CORPORATION Offers to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes REGISTERED NOTES RESTRICT

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279321 HF SINCLAIR CORPORATION Offers to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes REGISTERED NOTES RESTRICTED NOTES $399,875,000 6.375% Senior Notes due 2027 $399,875,000 6.375%

August 2, 2024

August 2, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 2, 2024

August 2, 2024 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Division of Corporation Finance Re: HF Sinclair Corporation Registration Statement on Form S-4 Filed May 10, 2024, as amended File No. 333-279321 Ladies and Gentlemen: This letter supplements the Registration Statement on Form S-4, as amended (as referenced above, the “Registration Statement”) of HF Sinclair C

Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Non-GAAP income tax expense (2) $ 24,188 $ 145,623 $ 63,741 $ 256,419 Add GAAP income tax expense 23,982 145,925 109,456 245,625 Non-GAAP adjustment to income ta

Press Release August 1, 2024 HF Sinclair Corporation Reports 2024 Second Quarter Results and Announces Regular Cash Dividend •Reported net income attributable to HF Sinclair stockholders of $151.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on August 1, 2024

As filed with the Securities and Exchange Commission on August 1, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SINCLAIR

HF Sinclair Corporation 2828 N. Harwood, Suite 1300 Dallas, Texas 75201

Securities and Exchange Commission July 23, 2024 Page 1 HF Sinclair Corporation 2828 N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 15, 2024 (July 12, 2024) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporatio

Regulation FD Disclosure

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): July 10, 2024 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commission F

1

Exhibit 99.1 News Release July 10, 2024 HF Sinclair Corporation Announces Appointment of Eric L. Nitcher as Executive Vice President, General Counsel Dallas, Texas (July 10, 2024) — HF Sinclair Corporation (NYSE:DINO) (“HF Sinclair” or the “Company”) today announced that Eric L. Nitcher has been appointed as Executive Vice President, General Counsel of the Company, effective July 10, 2024. Prior t

DINO / HF Sinclair Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: HF Sinclair Corp Title of Class of Securities: Common Stock CUSIP Number: 403949100 Date of Event Which Requires Filing of this Statement: June 28, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

NYSE: DINO INVESTOR PRESENTATION June 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Refor

NYSE: DINO INVESTOR PRESENTATION June 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 24, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission F

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.2 3 d802551dex992.htm EX-99.2 Exhibit 99.2 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing Amendment No. 23 to the statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, with respect to the common stock in HF Sinclair Corporation deemed to be benefi

Joinder Agreement

EX-10.19 2 d802551dex1019.htm EX-10.19 Exhibit 10.19 Joinder Agreement This JOINDER AGREEMENT (“Joinder”), dated June 14, 2024, is executed by REH Advisors Inc. (the “Transferee”) and by REH Company (the “Transferor”) pursuant to the terms of the Stockholders Agreement, dated as of August 2, 2021 (the “Stockholders Agreement”), by and among Hippo Parent Corporation, a Delaware corporation (the “Co

DINO / HF Sinclair Corporation / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A 1 d802551dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* HF Sinclair Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) REH Advisors Inc. 2800 West Lincolnway Cheyenne, Wyoming 82009 Attn: General Counsel with a copy to: David P. Oelman Mic

HF Sinclair Corporation 2828 N. Harwood, Suite 1300 Dallas, Texas 75201

Securities and Exchange Commission June 6, 2024 Page 1 HF Sinclair Corporation 2828 N.

HF Sinclair Corporation 2828 N. Harwood, Suite 1300 Dallas, Texas 75201 May 30, 2024

HF Sinclair Corporation 2828 N. Harwood, Suite 1300 Dallas, Texas 75201 May 30, 2024 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: HF Sinclair Corporation Form 10-K for Fiscal Year Ended December 31, 2023 Form 8-K filed on February 21, 2024 File No. 001-41325 Ladies and

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT HF Sinclair Corporation (Exact name of registrant as specified in its charter) Delaware 001-41325 (State or other jurisdiction of incorporation) (Commission file number) 2828 N. Harwood St., Suite 1300 Dallas, Texas 75201 (Address of principal executive offices) (Zip code) Atanas H. Atanas

Conflict Minerals Report for the calendar year ended December 31,

Exhibit 1.01 HF Sinclair Corporation Conflict Minerals Report for the Year Ended December 31, 2023 HF Sinclair Corporation has included this Conflict Minerals Report as an exhibit to its Form SD for 2023, as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD thereunder (collectively, the “Conflict Minerals Rule”). The date of filing of this Conflict Miner

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of inco

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission Fi

, 2024, by and between HF Sinclair Corporation and REH Company

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 14, 2024, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 17,406,134 shares of the Company’s outst

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 (May 14, 2024) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation)

DINO / HF Sinclair Corporation / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A 1 d840088dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* HF Sinclair Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) REH Company 2800 West Lincolnway Cheyenne, Wyoming 82009 Attn: General Counsel with a copy to: David P. Oelman Michael S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2024 (May 9, 2024) HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation)

As filed with the Securities and Exchange Commission on May 10, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.

List of Subsidiaries of HF Sinclair.

Exhibit 21.1 HF SINCLAIR CORPORATION SUBSIDIARIES OF REGISTRANT State or Country of Name of Entity Incorporation or Organization 7037619 Canada Inc. Canada Artesia PTU LLC Delaware Artesia Renewable Diesel Company LLC Delaware Black Eagle LLC Delaware Cheyenne Logistics LLC Delaware Cheyenne Pipeline LLC (joint venture) Texas Cheyenne Renewable Diesel Company LLC Delaware Cushing Connect Pipeline

Form of Letter of Transmittal.

Exhibit 99.1 HF SINCLAIR CORPORATION LETTER OF TRANSMITTAL OFFER TO EXCHANGE $399,875,000 PRINCIPAL AMOUNT OF ITS 6.375% SENIOR NOTES DUE 2027, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF 6.375% SENIOR NOTES DUE 2027 $498,879,000 PRINCIPAL AMOUNT OF ITS 5.000% SENIOR NOTES DUE 2028, THE ISSUANCE OF WHICH HAS BEEN REGISTER

Statement of Eligibility of Computershare Trust Company, N.A., as trustee with respect to the Indenture, dated as of April 27, 2022.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 REGISTRATION STATEMENT (Form Type) HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 6.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission F

Three Months Ended March 31, 2024 2023 (In thousands) Non-GAAP income tax expense (2) $ 39,553 $ 110,796 Add GAAP income tax expense 85,474 99,700 Non-GAAP adjustment to income tax expense $ (45,921) $ 11,096

Press Release May 8, 2024 HF Sinclair Corporation Reports 2024 First Quarter Results and Announces Regular Cash Dividend •Reported net income attributable to HF Sinclair stockholders of $314.

Exhibit 99.1

EXPLANATORY NOTE In the first quarter of 2024, HF Sinclair Corporation (“we,” “our,” “us,” “HF Sinclair” or the “Company”) internally restructured its operations, which resulted in a change to the composition of its reportable segments.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 HF SINCLAIR CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SINCLAI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

DINO / HF Sinclair Corporation / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

, 2024, by and between HF Sinclair Corporation and REH Company

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 1, 2024, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 22,406,134 shares of the Company’s outs

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): April 2, 2024 (April 1, 2024) HF

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): April 2, 2024 (April 1, 2024) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

DINO / HF Sinclair Corporation / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A 1 d804958dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* HF Sinclair Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) REH Company 2800 West Lincolnway Cheyenne, Wyoming 82009 Attn: General Counsel with a copy to: David P. Oelman Michael S

NYSE: DINO INVESTOR PRESENTATION February 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation R

NYSE: DINO INVESTOR PRESENTATION February 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 28, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

DINO / HF Sinclair Corporation / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 21, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

Form of Restricted Stock Unit Agreement (for non-employee directors).

Exhibit 10.39 HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Director Award) This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you; WHEREAS, the Comp

Form of Grant of Restricted Stock Units (for employees).

Exhibit 10.43 HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS (U.S.) Pursuant to the terms and conditions of the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (the “Plan”), and the associated Restricted Stock Unit Agreement (U.S.) which has been made separately available to you (the “Agreement”), you

Refining Renewables Marketing Lubricants & Specialties Midstream Corporate, Other and Eliminations Consolidated Total (In thousands) Year Ended December 31, 2023 Sales and other revenues: Revenues from external customers $ 24,156,278 $ 781,309 $ 4,14

Press Release February 21, 2024 HF Sinclair Corporation Reports 2023 Fourth Quarter and Full Year Results Fourth Quarter •Reported net loss attributable to HF Sinclair stockholders of $(62.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SINCLAIR COR

Form of Performance Share Unit Agreement.

Exhibit 10.41 HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (U.S.) This Performance Share Unit Agreement (the “Agreement”) is made and entered into by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you. This Agreement is entered into as of the day of , 2023 (the “Date of Grant”). WHEREAS, the Company, a

Form of Restricted Stock Unit Agreement (for employees).

Exhibit 10.42 HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (U.S.) This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you; WHEREAS, the Company, as part of your co

Subsidiaries of Registrant

EXHIBIT 21.1 HF SINCLAIR CORPORATION SUBSIDIARIES OF REGISTRANT State or Country of Name of Entity Incorporation or Organization 7037619 Canada Inc. Canada Artesia PTU LLC Delaware Artesia Renewable Diesel Company LLC Delaware Black Eagle LLC Delaware Cheyenne Logistics LLC Delaware Cheyenne Pipeline LLC (joint venture) Texas Cheyenne Renewable Diesel Company LLC Delaware Cushing Connect Pipeline

al Report on Form 10-K for its fiscal year ended December 31, 2023, File No. 1-41325)

Exhibit 97.1 HF Sinclair Corporation Mandatory Clawback Policy This Mandatory Clawback Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of HF Sinclair Corporation (the “Company”) effective as of December 1, 2023. Purpose The purpose of this Policy is to provide the Compensation Committee of the Board (the “Committee”) with the ability to recover Incentive-Based Compe

Exhibit 4.16

EXHIBIT 4.16 DESCRIPTION OF COMMON STOCK General HF Sinclair Corporation (“HF Sinclair,” “we,” or “our”) is incorporated in the state of Delaware. The rights of our stockholders are generally covered by Delaware law and our certificate of incorporation (“Certificate”) and by-laws (“By-Laws”) (each as amended and restated and in effect as of the date hereof). The terms of our common stock are there

Form of Notice of Grant of Restricted Stock Units (for non-employee directors).

Exhibit 10.40 HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS (Non-Employee Director Award) Pursuant to the terms and conditions of the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (the “Plan”), and the associated Restricted Stock Unit Agreement (Non-Employee Director Award) which has been made separ

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 14, 2024 (February 13, 2024) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of inco

HF SINCLAIR CORPORATION ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS

Exhibit 99.1 HF SINCLAIR CORPORATION ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS DALLAS – February 14, 2024 – HF Sinclair Corporation (NYSE:DINO) (“HF Sinclair”) announced that its Board of Directors (the “Board”) appointed Jeanne M. Johns as an independent director to the Board, effective February 13, 2024. This appointment increases the size of the Board to thirteen directors and increases the n

HF Sinclair Corporation Announces Increase in Regular Cash Dividend

Exhibit 99.2 HF Sinclair Corporation Announces Increase in Regular Cash Dividend DALLAS – February 14, 2024 – HF Sinclair Corporation (NYSE:DINO) (“HF Sinclair”) announced today that its Board of Directors declared a regular quarterly dividend of $0.50 per share, an increase of $0.05 from the previous dividend of $0.45 per share. This dividend represents an 11% increase from the prior quarter and

DINO / HF Sinclair Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0079-hfsinclaircorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: HF Sinclair Corp Title of Class of Securities: Common Stock CUSIP Number: 403949100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 12, 2024 (February 6, 2024) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incor

DINO / HF Sinclair Corporation / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A 1 d639829dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* HF Sinclair Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) REH Company 2800 West Lincolnway Cheyenne, Wyoming 82009 Attn: General Counsel with a copy to: David P. Oelman Michael S

DINO / HF Sinclair Corporation / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HF Sinclair Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Stock Purchase Agreement, dated as of February 8, 2024, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed February 9, 2024, File No. 1-41325).

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 8, 2024, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 27,468,080 shares of the Company’s o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 8, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

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): February 5, 2024 (February 3, 202

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): February 5, 2024 (February 3, 2024) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorp

Amended and Restated By-Laws of HF Sinclair Corporation (incorporated by reference to Exhibit 3.

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF HF SINCLAIR CORPORATION EFFECTIVE AS OF FEBRUARY 3, 2024 ARTICLE I OFFICES The principal office of HF Sinclair Corporation (the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of the resident agent in charge thereof is The Corporation Trust Company. The Corporation may, in addition to its pri

DINO / HF Sinclair Corporation / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 3, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

Stock Purchase Agreement, dated as of January 3, 2024, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed January 4, 2024, File No. 1-41325).

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 27,922,460 shares of the Company’s ou

NYSE: DINO INVESTOR PRESENTATION January 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Re

NYSE: DINO INVESTOR PRESENTATION January 2024 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

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): January 3, 2024 HF SINCLAIR CORPO

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): January 3, 2024 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

DINO / HF Sinclair Corporation / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A 1 d586405dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* HF Sinclair Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) REH Company 2800 West Lincolnway Cheyenne, Wyoming 82009 Attn: General Counsel with a copy to: David P. Oelman Michael S

Stock Purchase Agreement, dated as of December 18, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed December 19, 2023, File No. 1-41325).

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 18, 2023, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 28,816,914 shares of the Company’s

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 18, 2023 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commissi

HEP / Holly Energy Partners L.P. - Unit / HF Sinclair Corp - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) Holly Energy Partners, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 435763 10 7 (CUSIP Number) Atanas H. Atanasov Executive Vice President and Chief Financial Officer HF Sinclair Corporation 2828 N. Harwood St., Suite 1300 Dallas, Texas 7

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) HF SINCLAIR CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Pr

Amendment No. 1 to the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (incorporated by reference to Exhibit 4.4 of Registrant’s Registration Statement on Form S-8 filed December 4, 2023, File No. 333-275877).

Exhibit 4.4 FIRST AMENDMENT TO THE HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN This FIRST AMENDMENT (the “First Amendment”) to the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan, as amended from time to time (the “Plan”), is made by HF Sinclair Corporation (the “Company”). WITNESSETH: WHEREAS, on December 1, 2023, the Company completed a m

Regulation FD Disclosure

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): December 1, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 4, 2023 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commissio

Second Supplemental Indenture, dated as of December 4, 2023, among HF Sinclair Corporation and Computershare Trust Company, N.A, as trustee (incorporated by reference to Exhibit 4.1 of HF Sinclair’s Current Report on Form 8-K filed December 4, 2023; File No. 001-41325).

Exhibit 4.1 HF SINCLAIR CORPORATION AS ISSUER and COMPUTERSHARE TRUST COMPANY, N.A. AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of December 4, 2023 to Indenture dated as of April 27, 2022 6.375% Senior Notes due 2027 5.000% Senior Notes due 2028 TABLE OF CONTENTS Page ARTICLE I THE NOTES 2 Section 1.1 Form 2 Section 1.2 Title, Amount, Stated Maturity and Interest 2 Section 1.3 Security Regis

Registration Rights Agreement, dated as of December 4, 2023, among HF Sinclair Corporation, BofA Securities, Inc., Wells Fargo Securities, LLC and the additional parties listed thereto (incorporated by reference to Exhibit 4.4 of HF Sinclair’s Current Report on Form 8-K filed December 4, 2023; File No. 001-41325).

Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated December 4, 2023 (this “Agreement”) is entered into by and among HF Sinclair Corporation, a Delaware corporation (the “Company”), BofA Securities, Inc. (“BofA”), and Wells Fargo Securities, LLC (“Wells”) and the additional dealer managers listed on Schedule A attached hereto (together with BofA and Wells, each a “De

DINO / HF Sinclair Corp. / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A 1 d548818dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* HF Sinclair Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) REH Company 550 East South Temple Salt Lake City, Utah 84102 Attn: General Counsel with a copy to: David P. Oelman Micha

As filed with the Securities and Exchange Commission on December 4, 2023

As filed with the Securities and Exchange Commission on December 4, 2023 Registration No.

Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of December 1, 2023, by and among Holly Energy Partners, LP., as borrower, HF Sinclair Corporation, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent and an issuing bank, and

Exhibit 10.1 Execution Copy AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT among HOLLY ENERGY PARTNERS, L.P., as Borrower, HF SINCLAIR CORPORATION, as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of December 1, 2023 AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This Amendme

HF SINCLAIR CORPORATION COMPLETES ACQUISITION OF HOLLY ENERGY PARTNERS, L.P.

Exhibit 99.1 HF SINCLAIR CORPORATION COMPLETES ACQUISITION OF HOLLY ENERGY PARTNERS, L.P. DALLAS—December 1, 2023—HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) today announced the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, pursuant to which HF Sinclair acquired all of the outstanding common units (“HEP Common Units”) representing li

Parent Guaranty Agreement, dated December 1, 2023, by and among HF Sinclair Corporation, as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K filed December 1, 2023, File No. 1-41325).

Exhibit 10.2 Execution Copy PARENT GUARANTY AGREEMENT This Parent Guaranty Agreement dated as of December 1, 2023 (this “Guaranty”) is executed by HF SINCLAIR CORPORATION, a Delaware corporation (“Guarantor”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of itself, the Lenders, the Issuing Banks,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): December 1, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Expiration and Final Results of Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers

Exhibit 99.1 HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Expiration and Final Results of Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers DALLAS, November 29, 2023—(BUSINESS WIRE)—HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (NYSE: HEP) (“HEP”) today announced the expiration and final results of the prev

Financial Statements and Exhibits, Other Events

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): November 29, 2023 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commissi

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): November 28, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

HF SINCLAIR CORPORATION STOCKHOLDERS AND HOLLY ENERGY PARTNERS, L.P. UNITHOLDERS APPROVE MERGER TRANSACTION

Exhibit 99.1 HF SINCLAIR CORPORATION STOCKHOLDERS AND HOLLY ENERGY PARTNERS, L.P. UNITHOLDERS APPROVE MERGER TRANSACTION DALLAS—November 28, 2023—HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (“HEP”) (NYSE: HEP) announced that at a special meeting of HEP unitholders (the “HEP Special Meeting”) and a special meeting of HF Sinclair stockholders (the “HF Sinclai

HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Results of Early Participation in Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers and Extension of the Early Participation Exchange Consideration

EX-99.1 Exhibit 99.1 HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Results of Early Participation in Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers and Extension of the Early Participation Exchange Consideration DALLAS, November 13, 2023—(BUSINESS WIRE)—HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (NYSE:

Second Supplemental Indenture, dated as of November 10, 2023, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s and Holly Energy Finance Corp.’s 6.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed November 14, 2023, File No. 1-41325).

Exhibit 4.1 HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP. AS ISSUERS and Each of the Guarantors Party Hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of November 10, 2023 to Indenture dated as of April 8, 2022 TABLE OF CONTENTS Page ARTICLE I AMENDMENTS 2 Section 1.1 Amendments to the Indenture 2 ARTICLE II MISCELLANEOUS PROV

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): November 10, 2023 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41325 87-2092143 (State or Other Jurisdiction of incorporation) (Commissi

HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Results of Early Participation in Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers and Extension of the Early Participation Exchange Consideration

Exhibit 99.1 HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Results of Early Participation in Exchange Offers and Consent Solicitations for Outstanding Notes of the HEP Issuers and Extension of the Early Participation Exchange Consideration DALLAS, November 13, 2023—(BUSINESS WIRE)—HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (NYSE: HEP) (“

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): November 10, 2023 HF Sinclair Cor

425 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): November 10, 2023 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41325 87-2092143 (State or Other Jurisdiction of incorporation) (Comm

Third Supplemental Indenture, dated November 10, 2023, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s and Holly Energy Finance Corp.’s 5.000% Senior Notes due 2028.

EX-4.2 Exhibit 4.2 HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP. AS ISSUERS and Each of the Guarantors Party Hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of November 10, 2023 to Indenture dated as of February 4, 2020 TABLE OF CONTENTS Page ARTICLE I AMENDMENTS 2 Section 1.1 Amendments to the Indenture 2 ARTICLE II MISCELLAN

Third Supplemental Indenture, dated as of November 10, 2023, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s and Holly Energy Finance Corp.’s 5.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of Registrant’s Current Report on Form 8-K filed November 14, 2023, File No. 1-41325).

Exhibit 4.2 HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP. AS ISSUERS and Each of the Guarantors Party Hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of November 10, 2023 to Indenture dated as of February 4, 2020 TABLE OF CONTENTS Page ARTICLE I AMENDMENTS 2 Section 1.1 Amendments to the Indenture 2 ARTICLE II MISCELLANEOUS PR

Second Supplemental Indenture, dated November 10, 2023, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s and Holly Energy Finance Corp.’s 6.375% Senior Notes due 2027.

EX-4.1 Exhibit 4.1 HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP. AS ISSUERS and Each of the Guarantors Party Hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of November 10, 2023 to Indenture dated as of April 8, 2022 TABLE OF CONTENTS Page ARTICLE I AMENDMENTS 2 Section 1.1 Amendments to the Indenture 2 ARTICLE II MISCELLANEO

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 13, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

NYSE: DINO INVESTOR PRESENTATION November 2023 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation R

NYSE: DINO INVESTOR PRESENTATION November 2023 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

Filed by HF Sinclair Corporation

Filed by HF Sinclair Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Holly Energy Partners, L.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 3, 2023 (November 2, 2023) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorp

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): November 2, 2023 HF SINCLAIR CORP

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): November 2, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissio

2022 (8)

Press Release November 2, 2023 HF Sinclair Corporation Reports 2023 Third Quarter Results and Announces Regular Cash Dividend •Reported net income attributable to HF Sinclair stockholders of $790.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SIN

Current Report

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 30, 2023 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commissio

ISIN No.

Exhibit 99.1 HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Commencement of Private Exchange Offers and Consent Solicitations by HF Sinclair Corporation for Outstanding Notes of Holly Energy Partners, L.P. and Holly Energy Finance Corp. DALLAS, October 30, 2023 – (BUSINESS WIRE)— HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (NYSE: HEP) (“HE

ISIN No.

Exhibit 99.1 HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Commencement of Private Exchange Offers and Consent Solicitations by HF Sinclair Corporation for Outstanding Notes of Holly Energy Partners, L.P. and Holly Energy Finance Corp. DALLAS, October 30, 2023 – (BUSINESS WIRE)— HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) and Holly Energy Partners, L.P. (NYSE: HEP) (“HE

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 30, 2023 HF Sinclair Corp

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 30, 2023 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commissio

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-274655 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT To the Stockholders of HF Sinclair Corporation and the Unitholders of Holly Energy Partners, L.P.: On August 15, 2023, HF Sinclair Corporation (“HF Sinclair”) and Holly Energy Partners, L.P. (“HEP”) entered into an Agreement and Plan of Merger (as the same may be amended or su

October 20, 2023

October 20, 2023 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

DINO / HF Sinclair Corp. / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A 1 d496910dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* HF Sinclair Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 403949100 (CUSIP Number) REH Company 550 East South Temple Salt Lake City, Utah 84102 Attn: General Counsel with a copy to: David P. Oelman Micha

Stock Purchase Agreement, dated as of October 17, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed October 18, 2023, File No. 1-41325).

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 17, 2023, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 23,578,566 shares of the Company’s o

Current Report

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 17, 2023 HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commissio

Form of Proxy Card and Voting Instructions for the HEP Special Meeting.

Exhibit 99.3 PRELIMINARY COPY SUBJECT TO COMPLETION HOLLY ENERGY PARTNERS, L.P. 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201-1507 SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 10:59 p.m. Central Time on [TBD], 2023. Ha

*  *  *  *  *

Katherine Terrell Frank [email protected] Tel +1.214.220.7869 Fax +1.214.999.7869 October 16, 2023 Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Perry Hindin Re: HF Sinclair Corporation Registration Statement on Form S-4 Filed September 22, 20

Consent of Intrepid Partners, LLC.

Exhibit 99.1 CONSENT OF INTREPID PARTNERS, LLC The Conflicts Committee of the Board of Directors of Holly Logistic Services, L.L.C. 2828 N. Harwood, Suite 1300 Dallas, TX 75201 Dear Members of the Committee: We hereby consent to the inclusion of our opinion letter, dated August 15, 2023, to the Conflicts Committee of the Board of Directors of Holly Logistic Services, L.L.C., the ultimate general p

Form of Proxy Card and Voting Instructions for the HF Sinclair Special Meeting.

Exhibit 99.2 PRELIMINARY COPY SUBJECT TO COMPLETION HF SINCLAIR CORPORATION 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201-1507 SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 10:59 p.m. Central Time on [TBD], 2023. Have y

As filed with the Securities and Exchange Commission on October 16, 2023

Table of Contents As filed with the Securities and Exchange Commission on October 16, 2023 Registration No.

Consent of Intrepid Partners, LLC.

Exhibit 99.1 CONSENT OF INTREPID PARTNERS, LLC The Conflicts Committee of the Board of Directors of Holly Logistic Services, L.L.C. 2828 N. Harwood, Suite 1300 Dallas, TX 75201 Dear Members of the Committee: We hereby consent to the inclusion of our opinion letter, dated August 15, 2023, to the Conflicts Committee of the Board of Directors of Holly Logistic Services, L.L.C., the ultimate general p

Current Report

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): September 22, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commiss

As filed with the Securities and Exchange Commission on September 22, 2023

Table of Contents As filed with the Securities and Exchange Commission on September 22, 2023 Registration No.

Form of Proxy Card and Voting Instructions for the HF Sinclair Special Meeting.

Exhibit 99.2 PRELIMINARY COPY SUBJECT TO COMPLETION HF SINCLAIR CORPORATION 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201-1507 SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 10:59 p.m. Central Time on [TBD], 2023. Have y

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): September 22, 2023 HF SINCLAIR CO

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): September 22, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or Other Jurisdiction of Incorporation) (Commiss

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(3) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS On August 2, 2021, HollyFrontier Corporation (“HFC”), Hippo Parent Corporation, a wholly-owned subsidiary of HFC (“New Parent” or, following the consummation of the HFC Transactions (as defined below), HF Sinclair Corporation, or “HF Sinclair”), Hippo Merger Sub, Inc., a wholly-owned subsidiary of New Parent (“Parent Merge

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS On August 2, 2021, HollyFrontier Corporation (“HFC”), Hippo Parent Corporation, a wholly-owned subsidiary of HFC (“New Parent” or, following the consummation of the HFC Transactions (as defined below), HF Sinclair Corporation, or “HF Sinclair”), Hippo Merger Sub, Inc., a wholly-owned subsidiary of New Parent (“Parent Merge

Form of Proxy Card and Voting Instructions for the HEP Special Meeting.

Exhibit 99.3 PRELIMINARY COPY SUBJECT TO COMPLETION HOLLY ENERGY PARTNERS, L.P. 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201-1507 SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 10:59 p.m. Central Time on [TBD], 2023. Ha

Third Amended and Restated By-Laws of HF Sinclair Corporation (incorporated by reference to Exhibit 3.1 of HF Sinclair’s Current Report on Form 8-K filed September 19, 2023, File No. 001-41325).

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED BY-LAWS OF HF SINCLAIR CORPORATION EFFECTIVE AS OF SEPTEMBER 18, 2023 ARTICLE I OFFICES The principal office of HF Sinclair Corporation (the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of the resident agent in charge thereof is The Corporation Trust Company. The Corporation may, in addi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): September 18, 2023 HF SINCLAIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commiss

DINO / HF Sinclair Corp. / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

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): September 11, 2023 (September 8,

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): September 11, 2023 (September 8, 2023) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of inc

, 2023, by and among HF Sinclair Corporation and REH Company

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 8, 2023, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 24,839,918 shares of the Company’s

NYSE: DINO INVESTOR PRESENTATION September 2023 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation

NYSE: DINO INVESTOR PRESENTATION September 2023 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

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): September 5, 2023 HF SINCLAIR COR

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): September 5, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commissi

DINO / HF Sinclair Corp. / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

, 2023, by and among HF Sinclair Corporation and REH Company

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 22, 2023, by and among HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 26,653,483 shares of the Company’s outs

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 22, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

Upon closing, HEP will become a wholly-owned subsidiary of HF Sinclair and will no longer be a publicly traded partnership.

EX-99.1 Exhibit 99.1 Today, I am pleased to announce that HF Sinclair Corporation (HF Sinclair) and Holly Energy Partners, L.P. (HEP) announced that we have entered into a definitive merger agreement for HF Sinclair to acquire all outstanding common units of HEP not owned by HF Sinclair or its affiliates in exchange for a combination of HF Sinclair common stock and cash. For more information regar

HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Definitive Merger Agreement

Exhibit 99.1 HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Definitive Merger Agreement • Consideration consists of HF Sinclair common stock at a fixed exchange ratio of 0.315, plus $4.00 in cash per each publicly held HEP common unit • Will simplify corporate structure, reduce costs, and further support the integration and optimization of the HF Sinclair portfolio • Transaction

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): August 16, 2023 (August 15, 2023)

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): August 16, 2023 (August 15, 2023) HF Sinclair Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41325 87-2092143 (State or Other Jurisdiction of Incorpor

Agreement and Plan of Merger, dated August 15, 2023, by and among HF Sinclair Corporation, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC, Holly Energy Partners, L.P., HEP Logistics Holdings, L.P., and Holly Logistic Services, L.L.C.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among HF SINCLAIR CORPORATION, NAVAJO PIPELINE CO., L.P., HOLLY APPLE HOLDINGS LLC, HOLLY LOGISTIC SERVICES, L.L.C., HEP LOGISTICS HOLDINGS, L.P. and HOLLY ENERGY PARTNERS, L.P. August 15, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; CONSTRUCTION 3 Section 1.1 Definitions 3 Section 1.2 Interpretation 15 ARTICLE II THE MERGER

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): August 16, 2023 (August 15, 2023)

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): August 16, 2023 (August 15, 2023) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorpor

HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Definitive Merger Agreement

Exhibit 99.1 HF Sinclair Corporation and Holly Energy Partners, L.P. Announce Definitive Merger Agreement • Consideration consists of HF Sinclair common stock at a fixed exchange ratio of 0.315, plus $4.00 in cash per each publicly held HEP common unit • Will simplify corporate structure, reduce costs, and further support the integration and optimization of the HF Sinclair portfolio • Transaction

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): August 16, 2023 HF SINCLAIR CORPO

425 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): August 16, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commis

HEP / Holly Energy Partners L.P. - Unit / HF Sinclair Corp - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) Holly Energy Partners, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 435763 10 7 (CUSIP Number) Atanas H. Atanasov Executive Vice President and Chief Financial Officer HF Sinclair Corporation 2828 N. Harwood, Suite 1300 Dallas, Texas 75201

Upon closing, HEP will become a wholly-owned subsidiary of HF Sinclair and will no longer be a publicly traded partnership.

Exhibit 99.1 Today, I am pleased to announce that HF Sinclair Corporation (HF Sinclair) and Holly Energy Partners, L.P. (HEP) announced that we have entered into a definitive merger agreement for HF Sinclair to acquire all outstanding common units of HEP not owned by HF Sinclair or its affiliates in exchange for a combination of HF Sinclair common stock and cash. For more information regarding the

Agreement and Plan of Merger, dated August 15, 2023, by and among HF Sinclair Corporation, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC, Holly Energy Partners, L.P., HEP Logistics Holdings, L.P., and Holly Logistic Services, L.L.C. (incorporated by reference to Exhibit 2.1 of Registrant’s Current Report on Form 8-K filed August 16, 2023, File No. 1-41325).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among HF SINCLAIR CORPORATION, NAVAJO PIPELINE CO., L.P., HOLLY APPLE HOLDINGS LLC, HOLLY LOGISTIC SERVICES, L.L.C., HEP LOGISTICS HOLDINGS, L.P. and HOLLY ENERGY PARTNERS, L.P. August 15, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; CONSTRUCTION 3 Section 1.1 Definitions 3 Section 1.2 Interpretation 15 ARTICLE II THE MERGER

August 16, 2023

Exhibit 99.1 August 16, 2023 HF Sinclair Board of Directors Authorizes $1 Billion Share Repurchase Program DALLAS—(BUSINESS WIRE)—HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair” or the “Company”) today announced its Board of Directors has authorized a $1 billion share repurchase program. This authorization replaces all existing share repurchase authorizations, of which there was approximately

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 16, 2023 (August 15, 2023) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorpor

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 16, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

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): August 3, 2023 HF SINCLAIR CORPOR

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): August 3, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SINCLAIR

2022 (8)

Press Release August 3, 2023 HF Sinclair Corporation Reports 2023 Second Quarter Results and Announces Regular Cash Dividend •Reported net income attributable to HF Sinclair stockholders of $507.

DINO / HF Sinclair Corp. / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Stock Purchase Agreement, dated as of July 28, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed July 31, 2023, File No. 1-41325).

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 28, 2023, by and among HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 34,853,483 shares of the Company’s outsta

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): July 31, 2023 (July 28, 2023) HF

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): July 31, 2023 (July 28, 2023) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporatio

DINO / HF Sinclair Corp. / Sinclair Companies - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Present Principal Occupation and Position

EX-99.2 Exhibit 99.2 Exhibit A Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of REH Company (f/k/a The Sinclair Companies). The mailing address for each individual listed below is 550 East South Temple, Salt Lake City, Utah 84102 other than Mrs. Holding whose mailing address is 760 Sunlight Road, Cody, Wyomin

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT HF Sinclair Corporation (Exact name of registrant as specified in its charter) Delaware 001-41325 (State or other jurisdiction of incorporation) (Commission file number) 2828 N. Harwood St., Suite 1300 Dallas, Texas 75201 (Address of principal executive offices) (Zip code) Vaishali S. Bhat

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 (May 24, 2023) HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation)

Conflict Minerals Report for the calendar year ended December 31,

EX-1.01 2 exhibit1011.htm EX-1.01 Exhibit 1.01 HF Sinclair Corporation Conflict Minerals Report for the Year Ended December 31, 2022 HF Sinclair Corporation has included this Conflict Minerals Report as an exhibit to its Form SD for 2022, as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD thereunder (collectively, the “Conflict Minerals Rule”). The dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 HF SINCLAIR CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission Fi

NYSE: DINO INVESTOR PRESENTATION May 2023 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform

dino-irpresentationmay2 NYSE: DINO INVESTOR PRESENTATION May 2023 2 Disclosure Statement Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.

Third Amendment to Amended and Restated Master Tolling Agreement (Operating Assets), by and between HF Sinclair El Dorado Refining LLC, HF Sinclair Woods Cross Refining LLC and Holly Energy Partners - Operating L.P., dated effective January 1, 2023 (incorporated by reference to Exhibit 10.4 of Registrant’s Quarterly Report on Form 10-Q for its quarterly period ended March 31, 2023, File No. 1-41325).

Exhibit 10.4 Execution Version THIRD AMENDMENT TO AMENDED AND RESTATED MASTER TOLLING AGREEMENT (Operating Assets) THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER TOLLING AGREEMENT (Operating Assets) (this “Amendment”) is entered into as of April 28, 2023 and effective as of January 1, 2023, by and among the Persons set forth on Exhibit A (each hereinafter sometimes referred to as a “Party” an

Filed by HF Sinclair Corporation

425 Filed by HF Sinclair Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Holly Energy Partners, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41325 HF SINCLAI

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 HF SINCLAIR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-41325 87-2092143 (State or other jurisdiction of incorporation) (Commission Fil