DINO 10-K & 10-Q changes, risk factors and insider trading

Investing in us involves a degree of risk. You should carefully consider all information in this Annual Report on Form 10-K, including the Management’s Discussion &and Analysis section and the financial statements and related notes, prior to investing in our common stock. These risks and uncertainties include, but are not limited to, the following:

•The prices of crude oil, renewable feedstocks andfeedstocks, refined, finished lubricant and renewable diesel products materially affect our operating results,results and are dependent upon many factors that are beyond our control.

•Our operations are subject to catastrophic losses, operational hazards andhazards, unforeseen interruptions and other disruptive risks for which we may not be adequately insured.

•To successfully operate our facilities, we are required to expend significant amounts for capital outlays and operating expenditures. If we are unable to complete capital projects at their expected costs or in a timely manner, our financial condition, results of operations,operations or cash flows could be materially and adversely affected.

•Certain of our facilities, pipelines and assets are located on or adjacent to Native American tribal lands or on other lands whichthat we do not own. Our operations are subject to potentially disruptive activity by those concerned with our industry.

•We incur significant costs and liabilities, and expect to incur additional costs and liabilities in the future, resulting from compliance with existing, new and changing environmental, health and safety laws and regulations, and we face potential exposure for environmental matters.

•We may incur significant costs and liabilities resulting from the performance of pipeline integrity programs and related repairs.

•There are various risks associated with GHGs and climate change that could result in increased operating costs,and compliance costscosts, andincreased litigation and reduced demand for the refined products we produce and investment in our industry.

•IncreasingEvolving attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities.

•Compliance with, or developments with respect to, renewable and low carbonlow-carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations.

•We may be subject to information and operational technology system failures, communications network disruptions and data breaches that are generally beyond our control.

•Our business is subject to complex and evolving global laws, regulations and security standards regarding data privacy, cybersecurity and data protection, which could result in claims or increased costcosts of operations, or other harm to our business.

•We are exposed to the credit risks,risks and certain other risks,risks of our key customers and vendors.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of the following risks were to actually occur, our business, financial condition,condition and results of operations could be materially and adversely affected. The headings provided in this Item 1A.1A are for convenience and reference purposes only and shall not affect or limit the extent or interpretation of the risk factors.

The prices of crude oil, renewable feedstocks andfeedstocks, refined, finished lubricant and renewable diesel products materially affect our operating results,results and are dependent upon many factors that are beyond our control, including general market demand and economic conditions, seasonal and weather-related factors, regional and grade differentials and governmental regulations and policies.

Among these factors is the demand for crude oil, renewable feedstocks (such as soybean oil), refined, finished lubricant and renewable diesel products, which can vary by type and class or product and is largely driven by the conditions of local and worldwide economies, as well as by weather patterns, changes in consumer preferences and the taxation of these products relative to other energy sources. Governmental regulations and policies, particularly in the areas of taxation, trade, energy and the environment, also have a significant impact on demand and pricing. Other factors affecting pricing and demand, and ultimately our operating results, include changes in product and crude pipeline capacities, crude oil differentials (including regional and grade differentials), the price and availability of renewable feedstocks, changes in transportation costs, accidents or interruptions in transportation, competition in the particular geographic areas that we serve, global market conditions, actions by foreign nations and factors that are specific to us, such as the success of particular marketing programs and the efficiency of our refinery and facility operations. Developments in the global oil markets, such as actual or potential hostilities or other conflicts in oil producing areas, including shippinguncertainty disruptions inregarding the Red Sea, the Israel-Gazaeffects and Hezbollahdurations conflictof andglobal thehostilities, Russia-Ukrainewar war,or any associated military campaigns, and worldwide demand for crude oil, particularly in developing countries, can affect the prices of crude oil and result in inflated energy prices. The demand for crude oil and refined and finished lubricant products can also be reduced due to a local or national recession or other adverse economic condition, higher gasoline prices, a shift by consumers to more fuel-efficient vehicles or alternative fuel vehicles (such as ethanol or wider adoption of electric, gas/electric hybrid or hydrogen-powered vehicles), or an increase in vehicle fuel economy, whether as a result of technological advances by manufacturers, legislation mandating or encouraging higher fuel economy or the use of alternative fuel.

We do not produce crude oil or our renewable feedstocks and must purchase nearly all of the feedstocks we process, the price of which fluctuates based upon worldwide and local market conditions, including due to adverse weather events and regulatory interventions. The profitability of our Refining, Lubricants & Specialties and Marketing segments depends largely on the spread between market prices for refined petroleum products and crude oil prices. The profitability of our Renewables segment depends largely on the spread between market prices for renewable diesel plus state and federal low carbonlow-carbon fuel incentives and renewable feedstocks, such as soybean oil. This margin is continually changing and may fluctuate significantly from time to time. Crude oil and refined and renewable products are commodities whose price levels are determined by market forces beyond our control. For example, the reversal of certain existing pipelines or the construction of certain new pipelines transporting additional crude oil or refined products to markets that serve competing refineries could affect the market dynamic that has allowed us to take advantage of favorable pricing. In addition, the volume of renewable diesel produced by our competitors is expected to increase going forward, and as the market becomes more competitive, or if there are changes in the regulations, policies, and standards affecting the demand for low-carbon fuels or our ability to obtain approved fuel pathways, our Renewables segment may experience increased volatility in product margins. A deterioration of crack spreads or price differentials between domestic and foreign crude oils or renewable diesel product margins could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Additionally, due to the seasonality of refined and renewable products markets and refinery maintenance schedules, results of operations for any particular quarter of a fiscal year are not necessarily indicative of results for the full year and can vary year to year in the event of unseasonably cool weather in the summer months and/or unseasonably warm weather in the winter months in the markets in which we sell our products. The effect of changes in crude oil or renewable feedstock prices on operating results,results depends in part on how quickly refined product or renewable diesel prices adjust to reflect these changes. A substantial or prolonged increase in crude oil or renewable feedstock prices without a corresponding increase in refined product or renewable diesel prices, a substantial or prolonged decrease in refined product or renewable diesel prices without a corresponding decrease in crude oil or renewable feedstock prices, or a substantial or prolonged decrease in demand for refined products or renewable diesel could have a significant negative effect on our earnings and cash flow.

Our operations are subject to catastrophic losses, operational hazards andhazards, unforeseen interruptions and other disruptive risks for which we may not be adequately insured.

Our operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks such as natural disasters, adverse weather, accidents, maritime disasters or casualties (including those involving marine vessels/terminals), fires, explosions, hazardous materials releases or spillsspills, (suchterrorist as the release of crude oil on the Osage Pipeline in July 2022), terrorattacks or cyberattacks, vandalism, power failures, mechanical failures and other events beyond our control, and we have experienced certain of these events in the past. These events could result in an injury or loss of life, and have in the past and could in the future result in property damage or destruction, or curtailment of or an interruption in our operations and may affect our ability to meet customer commitments. For example, historic spills along our existing pipelines and terminals as a result of past operations have resulted in contamination of the environment, including soils and groundwater. Additionally, third-party damage, mechanical malfunctions, undetected leaks in pipelines, faulty measurement or other errors may result in significant costs or lost revenues. Further, the consequences of any operational incident (including as a result of a maritime disaster or casualty) at our marine terminal facilities may be even more significant as a result of the complexities involved in addressing releases or spills occurring in U.S. federal and/or state waters (or in waters of other jurisdictions in which we operate) and/or the repair of marine terminal facilities.

There can be no assurance that insurance will cover all or any damages anddamages, losses or expenses resulting from these types of hazards. We are not fully insured against all risks to our business and therefore, we self-insure certain risks. If any of our facilities were to experience an interruption in operations, our earnings could be materially adversely affected (to the extent not recoverable through insurance) because of lost production and repair costs..

We utilize various third partythird-party pipeline systems to deliver our products from our refineries and renewables facilities to market. The key third partythird-party pipeline systems utilized by the Casper, El Dorado, Navajo, Parco, Puget Sound, Woods Cross, and Tulsa Refineriesrefineries and Cheyenne renewables facility are MagellanONEOK (RMPS), NuStar Energy Magellan (Mid-Con),ONEOK, SFPP, Pioneer, Olympic, MPLX, Magellan (Mid-Con)ONEOK and Pioneer, respectively. Our refineries also utilize systems owned by our Midstream segment. If these key pipelines or their associated tanks and terminals become inoperative or decrease the capacity available to us due to testing, line repair, reduced operating pressures, catastrophic events, terrorterrorist attacks or cyberattacks, vandalism or other causes, we may not be able to sell our product, or we may be required to hold our product in inventory or supply products to our customers through an alternative pipeline or by rail or additional tanker trucks from the refinery, all of which could increase our costs and result in a decline in profitability.

We have manufacturing facilities in foreign countries that support the Lubricants & Specialties segment. If one of our facilities is damaged or disrupted, resulting in production being halted for an extended period, we may not be able to timely supply our customers. We take steps to mitigate this risk, including through business continuity and contingency planning and procuring property insurance (including resulting business interruption) and casualty insurance. Nevertheless, the loss of sales in any one region over an extended period of time could have a material adverse effect on our business, financial condition and results of operations.

To maintain or increase production levels at our refineries and facilities, we must continually contract for crude oil and renewable feedstock supplies from third parties. There are a limited number of crude oil and renewable feedstock suppliers in certain geographic regions, and in such cases, we may be required to source from a single third partythird-party supplier. If we are unable to maintain or extend our existing contracts with any such crude oil or renewable feedstock suppliers, or enter into new agreements on similar terms, the supply of crude oil or renewable feedstocks could be adversely impacted, or we may incur a higher cost. A material decrease in crude oil production from the fields that supply our refineries, as a result of depressed commodity prices, decreased demand, lack of drilling activity, natural production declines, governmental regulations, including travel bans and restrictions, quarantines, shelter in placeshelter-in-place orders, and shutdowns, catastrophic events or otherwise,other factors, could result in a decline in the volume of crude oil available to our refineries. As the volume of renewable diesel produced increases, competition for renewable feedstocks may also increase and result in an increase in feedstock costs and a decrease in renewable diesel margins. In addition, any prolonged disruption of a significant pipeline that is used in supplying crude oil to our refineries or the potential operation of a new, converted or expanded crude oil pipeline that transports crude oil to other markets could result in a decline in the volume of crude oil available to our refineries. Such an event could result in an overall decline in volumes of refined products processed at our refineries and therefore a corresponding reduction in our cash flow. In addition, the future growth of our operations will depend in part upon whether we can contract for additional supplies of crude oil or renewable feedstocks at a greater rate than the rate of natural decline in our currently connected supplies. If we are unable to secure additional crude oil supplies or renewable feedstocks of sufficient quality or crude pipeline expansion to our refineries, we will be unable to take full advantage of current and future expansion of our refineries’ and renewable facilities’ production capacities.

Our Artesia RDU and Sinclair RDU are co-located with the Navajo RefineryRefineries and Parco Refinery, respectively, and their operations are dependent upon certain shared infrastructure at the co-located facilities. For example, the hydrogen plants at the Navajo RefineryRefineries and Parco Refinery support both refinery and renewable diesel operations. As a result, any disruption that negatively impacts, or causes a shut downshutdown of, shared infrastructure at the co-located facilities could result in lost production and have a material adverse effect on earnings for both refinery and renewable diesel operations at the co-located facility. In addition, in the event equipment or raw materials at the co-located facilities are constrained, we may not have adequate inputs to support both refinery and renewable diesel operations and have in the past made, and may in the future have to make, commercial decisions that prioritize the continuing operation of one segment over the other in order to maximize earnings of our consolidated business.

Our facilities consist of many processing units, a number of which have been in operation for many years. One or more of the units may require unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled turnaroundturnarounds for such units. Scheduled and unscheduled maintenance could reduce our revenues during the period of time that the units are not operating. The installation and redesign of key equipment at our facilities involves significant uncertainties, including the following: our upgraded equipment may not perform at expected levels; operating costs of the upgraded equipment may be higher than expected; and the yield and product quality of new equipment may differ from design and/or specifications and redesign, modification or replacement of the equipment may be required to correct equipment that does not perform as expected, which could require facility shutdowns until the equipment has been redesigned or modified. Any of these risks associated with new equipment, redesigned older equipment, or repaired equipment could lead to lower revenues or higher costs or otherwise have a negative impact on our future financial condition and results of operations. For example, in the third quarter of 2020, we ceased refining operations at ourthe Cheyenne, Wyoming refinery (the “Cheyenne Refinery”) due, in part, to uncompetitive operating and maintenance costs for the refinery.

•third partythird-party challenges to, denials, adverse modification, or delays with respect to the issuance of requisite regulatory approvals and/or obtaining or renewing permits, licenses, registrations and other authorizations;

•nonperformance or force majeure by, or disputes with, vendors, suppliers, contractors, or sub-contractorssubcontractors involved with a project.

We compete with a broad range of refining and marketing companies, including certain multinational oil companies. Because of their geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, to obtain crude oil in times of shortageshortage, transition to upgraded systems and to bear the economic risks inherent in all areas of the refining industry.

We are not engaged in petroleum exploration and production activities and do not produce any of the crude oil feedstocks used at our refineries. Though we license our brand, as of December 31, 2025, we do not currently own or operate retail outlets at this time and therefore are dependent upon others for outlets for our refined products. Certain of our competitors, however, obtain a portion of their feedstocks from company-owned production and have retail outlets. Competitors that have their own production or extensive retail outlets, with brand-name recognition, are at times able to offset losses from refining operations with profits from producing or retailing operations, and may be better positioned to withstand periods of depressed refining margins or feedstock shortages.

Our ability to grow our Lubricants & Specialties segment depends, in part, on our ability to continuously develop, manufacture and introduce new products and product enhancements on a timely and cost-effective basis, in response to customers’ demands for higher performance process lubricants, coatings, greases and other product offerings. Our competitors may develop new products or enhancements to their products that offer performance, features and lower prices that may render our products less competitive or obsolete,obsolete and, as a consequence, we may lose business and/or significant market share. Our efforts to respond to changes in consumer demand in a timely and cost-efficient manner to drive growth could be adversely affected by unfavorable margins or difficulties or delays in product development andor service innovation, including the inability to identify viable new products, successfully complete research and development, obtain regulatory approvals, obtain intellectual property protection or gain market acceptance of new products or service techniques. The development and commercialization of new products require significant expenditures over an extended period of time, and some products that we seek to develop may never become profitable, and we could be required to write-off our investments related to a new product that does not reach commercial viability.

We derive a portion of our revenue and earnings from international operations. Our acquisitions of the Petro-Canada Lubricants and Sonneborn businesses expanded our operations and salesproduct exports to over 80 countries and increased our exposure to foreign exchange risks. Any significant change in the value of the currencies of the countries in which we do business against the U.S. dollar could affect our revenue, competitiveness and cost of doing business, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, compliance with applicable U.S. and foreign laws and regulations, such as import and export requirements, tariffs, economic or trade sanctions, anti-corruption laws, data privacy regulations and foreign exchange controls and cash repatriation restrictions, environmental laws, labor laws and anti-competition regulations, increase the cost of doing business in foreign jurisdictions. Although we have implemented policies and procedures to comply with these laws and regulations, a violation by any of our employees, contractors, distributors or agents could nevertheless occur. In some cases, compliance with the laws and regulations of one country could violate the laws and regulations of another country. Violations of these laws and regulations could materially adversely affect our company’s brand, reputation, international growth efforts and business.

In addition, global market risks, actions by foreign nations and other international conditions, particularly in a time of increasing political, economic and global instability, may have a material adverse effect on our results and operations. The consequences of such uncertainty cannot be fully anticipated or quantified.

Our reputation and our brands, including, without limitation, our existing Sinclair, HollyFrontier Specialty Products, Petro-Canada Lubricants, Red Giant Oil and Sonneborn brands, and any brands we may acquire or establish in the future, are an important corporate asset.assets. Factors that could have a negative impact on our reputation and our brands include, by way of example and not limitation, an operating incident or significant cybersecurity disruption; changes in consumer views concerning our products; a perception by investors or others that we are making insufficient progress with respect to our carbon emission reduction goals, or that pursuit of this ambition may result in allocation of capital to investments with reduced returns; and other adverse events such as those described in this Item 1A. Negative impacts on our reputation and our brands could in turn make it more difficult for us to compete successfully for new opportunities, obtain necessary regulatory approvals, obtain financing, attract talent, or could reduce consumer demand for our branded products. Our reputation may also be harmed by events which negatively affect the image of our industry as a whole. The materialization of risks discussed in this section could negatively affect our reputation and could have a material adverse effect on our earnings, cash flows and financial condition.

A significant portion of our operating responsibility on refined product pipelines is to maintain the quality and purity of the products loaded at our loading racks. If our quality control measures were to fail, we may have contaminated or off-specification commingled pipelines and storage tanks or off-specification product could be sent to public gasoline stations. These types of incidents have resulted in or could result in product liability or other related claims from our customers or third parties. The development, manufacture and sale of renewable diesel and specialty lubricant products also involves an inherent risk of exposure to potential product liability claims. These types of incidents could result in product liability claims from our customers. Our products could also be subject to false advertising or consumer protection claims, product recalls, workplace exposure, product seizures and related adverse publicity.

AnyThe occurrence of any of these incidents is a significant commercial risk. Substantial damage awards have been made in certain jurisdictions against manufacturers and resellers based upon claims for injuries caused by the use of or exposure to various products. While we have received and resolved immaterial product liability claims in the past, there can be no assurance that future product liability or other related claims against us would not have a material adverse effect on our business, reputation or results of operations or our ability to maintain existing customers or retain new customers. Although we maintain product and other general liability insurance, there can be no assurance that the types or levels of coverage maintained are adequate to cover these potential risks, or that we will be able to continue to maintain existing insurance or obtain comparable insurance at a reasonable cost, if at all.

The U.S. government has issued public warnings that indicate that pipelines and other assets could be specific targets of terrorist organizations. These potential targets may include our pipeline systems or operating systems and might affect our ability to operate or control our pipeline assets or our operations could be disrupted. The occurrence of one of these events could cause a substantial decrease in revenues, increased costs to respond or other financial loss, damage to reputation, increased regulation or litigation and /or inaccurate information reported from our operations, and, depending on their ultimate magnitude, could have a material adverse effect on our business, financial condition and results of operations.

Our future performance depends to a significant degree upon the continued contributions of our Board of Directors, our senior management team and key technical personnel. We do not currently maintain key person life insurance, or employment agreements with respect to any member of our senior management team. The loss or unavailability to us of any member of our senior management team or a key technical employee could significantly harm us. WeAs facepreviously competitionannounced, foron theseFebruary professionals17, 2026, the Board of Directors received and accepted a request from ourMr. competitors,Tim ourGo, customersthe Company’s Chief Executive Officer and otherPresident, companiesand operatinga inmember our industry. Toof the extentBoard thatof Directors, to take a voluntary leave of absence from his duties. In addition, on February 24, 2026, the Board of Directors received and accepted a request from Mr. Atanas Atanasov, the Company’s Executive Vice President and Chief Financial Officer, to take a voluntary leave of absence from his duties. As a result, the services of membersboth these senior executive officers are currently not available to the Company. For additional information, please see the information set forth below under “HF Sinclair Management and Audit Committee Process” in Item 7, “Management’s Discussion and Analysis of ourFinancial senior management teamCondition and keyResults technicalof personnelOperations,” wouldof bePart unavailableII toof usthis forAnnual any reason, we may be required to hire other personnel to manage and operate our company. We may not be able to locate or employ such qualified personnelReport on acceptableForm terms, or at all.10-K.

Furthermore, our operations require skilled and experienced laborers with proficiency in multiple tasks. A shortage of trained workers due to retirements, an increase in labor costs as a result of inflation or otherwise could have an adverse impact on productivity and costs and on our ability to expand production in the event there is an increase in the demand for our products and services, which could adversely affect our operations.

An additional component of our growth strategy is to selectively acquire complementary assets or businesses forto complement our existing assets and businesses in order to increase earnings and cash flow. Recent acquisitions include our acquisition of Industrial Oils Unlimited, LLC, all of the remaining outstanding HEP common units, the Sinclair refining, renewables, midstream and marketing assets and the Puget Sound Refinery. Our ability to do so will be dependent upon a number of factors, including our ability to identify attractive acquisition candidates, consummate acquisitions on favorable terms, successfully integrate acquired assets and obtain financing to fund acquisitions and to support our growth, and other factors beyond our control. Risks associated with acquisitions include those relating to:

Certain of our facilities, pipelines and assets are located on or adjacent to Native American tribal lands or on other lands whichthat we do not own. Our operations are subject to potentially disruptive activity by those concerned with our industry.

Certain of our facilities, pipelines and other assets are located on or adjacent to Native American tribal lands. Various federal agencies, along with each Native American tribe, promulgate and enforce regulations, including environmental standards, regarding operations on Native American tribal lands. In addition, each Native American tribe is a sovereign nation having the right to enforce laws and regulations (including various taxes, fees,fees and other requirements and conditions) and to grant approvals independent from federal, state and local statutes and regulations. Furthermore, our operations may be disrupted by restrictions on our access to railways and waterways on or adjacent to tribal lands, including, for example, through restrictionslimitations onupon the number of trains permitted to cross certain reservations.reservations in a specified time period. These factors may increase our cost of doing business on Native American tribal lands.

In addition, our industry is subject to potentially disruptive activities by those concerned with the possible environmental impacts of crude oil and refined products. Activists, non-governmental organizations and others may seek to restrict our operations or the transportation of crude oil and refined products by exerting socialsocial, legal or political pressure. This interference could have a material adverse effect on our business, financial condition and results of operations.

Economic slowdowns may have serious negative consequences for our business and operating results because our performance is subject to domestic economic conditions and their impact on levels of consumer spending. Some of the factors affecting consumer spending include general economic conditions, unemployment, consumer debt, inflation, reductions in net worth based on declines in equity markets and residential real estate values, adverse developments in mortgage markets, taxation, energy prices, interest rates, consumer confidence and other macroeconomic factors. Political instability and global health crises, such as the COVID-19 pandemic, can also impact the global economy and decrease worldwide demand for oil and refined products. Increased volatility in the global oil markets, including the prices our customers or our joint ventures’ customers pay for crude oil and other raw materials, has,has and may continue to,to materially adversely affect our business, financial condition, results of operations and/or cash flows.

Changes in trade policies, including the imposition of tariffs, could negatively impact our business, financial condition and results of operations. The U.S. administration may propose or take action with respect to major changes to trade policies, such as the imposition of tariffs on imported products and the withdrawal from or renegotiation of certain trade agreements. InFor example, in February 2025, the U.S. administration announced tariffs on Canada, Mexico and China, including a 10% tariff on Canadian crude oil.oil, Suchwhich is subject to potential exemption under the United States-Mexico-Canada Agreement (“USMCA”) preference. The USMCA is subject to review in 2026 and the outcome is uncertain. Any changes to trade policies could result in additional retaliatory action by trade partners of the U.S. Given that we procure crude oil and other products directly or indirectly from outside of the United States,U.S., the imposition of tariffs and other potential changes in U.S. trade policy could impact the cost structure of feedstocks and other materials and supplies at our business units, or limit the availability of such materials, which could harm our competitive position and adversely impact our business, financial condition and results of operations. In addition, we sell products to customers outside of the U.S. Retaliatory actions by other countries could result in increases in the price of our products, which could limit demand for such products, hurt our global competitive position and have a material adverse effect on our business, financial condition and results of operations.

An impairment of our goodwill or asset impairmentsassets could reduce our earnings or negatively impact our financial condition and results of operations.

An impairment of our goodwill or asset impairmentsassets could reduce our earnings or negatively impact our results of operations and financial condition. We continually monitor our business, the business environment and the performance of our operations to determine if an event has occurred that indicates that our goodwill or assets may be impaired. If a triggering event occurs, which is a determination that involves judgment, we may be required to utilize cash flow projections to assess our ability to recover the carrying value based on the ability to generate future cash flows. We may also conduct impairment testing based on both the guideline public company and guideline transaction methods. Our goodwill and asset impairment analyses are sensitive to changes in key assumptions used in our analysis, estimates of future crack spreads, forecasted production levels, operating costs and capital expenditures. If the assumptions used in our analysis are not realized, it is possible a material impairment charge may need to be recorded in the future. We cannot accurately predict the amount and timing of any additional impairments of goodwill or asset impairmentsassets in the future.

As market prices for refined products and market prices for crude oil continue to fluctuate, we will need to continue to evaluate the carrying value of our refinery reporting units. During the years ended December 31, 2025 and 2024, asset impairment charges were $3 million and $17 million, respectively. No impairment charges were recorded for the year ended December 31, 2024, we recorded asset impairment charges of $17 million, primarily related to certain logistic assets in our Midstream segment and other assets in our Refining segment.2023. A reasonable expectation exists that a deterioration in our operating results or overall economic conditions could result in an impairment of goodwill and/or additional asset impairments at some point in the future. Future impairment charges could be material to our results of operations and financial condition.

•general economic, industryindustry, global and stock market conditions;

•sales of common stock by us, our senior officers, our affiliates or certain related parties such as REH CompanyAdvisors Inc.; and/or

Regulation affects almost every part of our business. For instance, we are subject to laws and regulations related to working conditions, environment, health and safety, equal employment opportunity, employee benefitbenefits and other labor and employment matters, and competition and antitrust matters. Our facilities, pipelines, and other operations are subject to regulation and oversight by international, federal, state, provincial and local regulatory authorities, including the FERC, Commodities Futures Trading Commission, EPA, PHMSA, OSHA, the SEC and the United States Department of Justice,DOJ, and similar authorities in Canada and the Netherlands, each of which may impose significant civil and criminal penalties or other enforcement actions to ensure compliance with its requirements. Any such regulatory violations could have a material adverse effect on our results of operations and financial operating resultscondition, including earnings, cash flow and liquidity. Further, our financial results may be materially affected by the adoption of new or amended financial accounting standards, and regulatory or outside auditor guidance or interpretations.

This Item 7 contains “forward-looking” statements. See “Forward-Looking Statements” at the beginning of this Annual Report on Form 10-K. In this document, the words “we,” “our,” “ours” and “us” refer only to HF Sinclair and its consolidated subsidiaries or to HF Sinclair or an individual subsidiary and not to any other person with certain exceptions. References herein to HEP with respect to time periods prior to the closing of the HEP Merger Transaction on December 1, 2023 refers to HEP and its consolidated subsidiaries.

We use certain non-GAAP financial measures in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). For a detailed description of each of the non-GAAP measures used in this MD&A, please refer to the discussion under “Reconciliations to Amounts Reported Under GAAP.Generally Accepted Accounting Principles” in Item 7 of Part II of this Annual Report on Form 10-K. This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this annualAnnual report.Report.

We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. We provide petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. We market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and we supply high-quality fuels to more than 1,6001,700 branded stations and license the use of the Sinclair brand atto more than 300350 additional locations throughout the country. We produce renewable diesel at two of our facilities in Wyoming and ourone facility in New Mexico. In addition, our subsidiaries produce and market base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries.

For the year ended December 31, 2024,2025, Net income attributable to HF Sinclair stockholders was $177$579 million compared to $1,590 million and $2,923$177 million for the yearsyear ended December 31, 2023, and 2022, respectively.2024. Adjusted refinery gross margin per produced barrel sold in our Refining segment for 20242025 decreasedincreased 50%47% over the year ended December 31, 2023.2024.

In the Refining segment, we saw lowerimproved refining margins in the Mid-Continent and West regions in 2024,2025. principallySmall asrefinery aRINs resultwaivers ofgranted high global supply of transportation fuels acrossby the industryEPA thatincreased continuedadjusted torefinery weighgross onmargins productby margins.$485 million. Additionally, our results were impacted by the planned turnarounds at our Parco, Puget Sound, ParcoSound and El DoradoTulsa refineries that were completed during 2024.2025. For the first quarter of 2025,2026, we expect to run between 580,000-620,000585,000-615,000 barrels per day of crude oil, which reflects the planned turnaroundturnarounds at our TulsaPuget refinery.Sound and Woods Cross refineries.

In the Marketing segment, we saw strong value in the Sinclair branded sites during 20242025 as the marketing business continued to provideprovided a consistent sales channel with margin uplift for our produced fuels. We expect to grow the number of branded sites by approximately 10% annually. In February 2026, we announced the formation of Green Trail Fuels, LLC, a new joint venture in which we will hold a 50% non-operating economic interest. The joint venture will include retail sites across Colorado and New Mexico and will be supplied fuel by our refineries, strengthening our branded marketing footprint in the Rocky Mountain and Southwest regions.

In the Midstream segment, our results continued to benefitbenefited from increased volumes and higher tariffsthird-party pipeline revenues and lower selling, general and administrativeoperating expenses in 2024.2025.

We continue to adjust our operational plans to evolving market conditions. If implemented, the recently announced tariffs by the US Government on Canada, Mexico and China could impact the cost structure of feedstocks and other materials and supplies at our business units. The tariffs will also likely affect the costs of our products to our customers and our results of operations in the future. The extent to which our future results are affected by volatile regional and global economic conditionsconditions, including ongoing tariff and trade negotiations, will depend on various factors and consequences beyond our control.

InOn AugustMay 2023,7, 2024, our Board of Directors authorized a $1.0 billion share repurchase program, and we continued to repurchase shares in the first and second quarter of 2024 under this program. On May 7, 2024, our Board of Directors authorized a new $1.0 billion share repurchase program (the “May 2024 Share Repurchase Program”). The timing and amount of share repurchases under the May 2024 Share Repurchase Program, including those from REH,REH Advisors Inc. (“REH”), will depend on market conditions and corporate, tax, regulatory and other relevant conditions. We repurchased 11,944,1776,908,293 shares for $664$340 million for the year ended December 31, 2024,2025, under open market and privately negotiated purchases. On February 20, 2025, our Board of Directors announced that it declared a regular quarterly dividend in the amount of $0.50 per share. The dividend is payable on March 20, 2025 to holders of record of common stock on March 6, 2025.

Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the Renewable Fuel Standard (“RFS”) regulations, which increased the volume of renewable fuels mandated to be blended into the nation’s fuel supply. The regulations, in part, require refiners to add annually increasingincrease amounts of “renewable fuels” relative to their petroleum products or purchase credits, known as RINs, in lieu of such blending. Compliance with RFS regulations significantly increases our Cost of materials and other, with RINs costs totaling $446$475 million for the year ended December 31, 2024.2025. Small refinery RINs waivers granted by the EPA increased pre-tax earnings by $485 million, of which $203 million was recognized in Cost of materials and other and $282 million was recognized in Sales and other revenues. At December 31, 2025, our open RINs credit obligations were $43 million.

A more detailed discussion of our financial and operating results for the years ended December 31, 2024 to 20232025 and December 31, 2023 to 20222024 is presented in the following sections.

(1)Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as Net income attributable to HF Sinclair stockholders plus (i) Income tax expense (benefit), (ii) Interest expense, net of Interest income and (iii) Depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included onin our consolidated financial statements. EBITDA should not be considered as an alternative to netNet income or operatingIncome incomefrom operations as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a financial indicator widely used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. EBITDA presented above is reconciled to netNet income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” withinin Item 7 of Part II of this Annual Report on Form 10-K.

The disaggregation of our refining geographic operating data is presented in two regions, Mid-Continent and West, to best reflect the economic drivers of our refining operations. The Mid-Continent region is comprised of the El Dorado and Tulsa Refineries.refineries. The West region is comprised of the Puget Sound, Navajo, Woods Cross, Parco and Casper Refineries. In addition, the refinery operations of the Parco and Casper Refineries are included for the period March 14, 2022 (date of acquisition) through December 31, 2024.refineries. The following tables set forth information, including non-GAAP performance measures, about our consolidated refinery operations. Adjusted refinery gross margin per produced barrel sold is total Refining segment gross margin plus Lower of cost or market inventory valuation adjustments, Depreciation and amortization and Operating expenses, divided by sales volumes of produced refined products. This margin measure does not include the non-cash effects of Lower of cost or market inventory valuation adjustments, which relatesrelate to inventory held at the end of the period. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

(5)Represents the average amount per produced barrel sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

The following table sets forth information, including non-GAAP performance measures, about our renewables operations. Adjusted renewables gross margin per produced gallon sold is total Renewables segment gross margin plus Lower of cost or market inventory valuation adjustments, Depreciation and amortization and Operating expenses, divided by sales volumes of produced renewables products. This margin measure does not include the non-cash effects of Lower of cost or market inventory valuation adjustments, which relate to volumes in inventory at the end of the period. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

(1)Represents the average amount per produced gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

(3)Adjusted renewables gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

The following table sets forth information, including non-GAAP performance measures, about our marketing operations and includes our Sinclair branded fuel business. Adjusted marketing gross margin per gallon sold is total Marketing segment gross margin plus Depreciation and amortization, divided by sales volumes of marketing products. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

(2)Represents the average amount per gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

(4)Adjusted marketing gross margin is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

Net income attributable to HF Sinclair stockholders for the year ended December 31, 20242025 was $177$579 million ($0.91$3.08 per basic and diluted share), a $1,413$402 million decreaseincrease compared to net income of $1,590$177 million ($8.29$0.91 per basic and diluted share) for the year ended December 31, 2023.2024. The decreaseincrease in Net income attributable to HF Sinclair stockholders was principally driven by lowerhigher adjusted refinery gross margins,margins. Adjusted refinery gross margin for the year ended December 31, 2025 increased to $15.37 per produced barrel sold from $10.43 for the year ended December 31, 2024, primarily due to lower crude oil and feedstock prices and the grant of small refinery RINs waivers, partially offset by higherlower refined productaverage sales volumes.prices per barrel. Small refinery RINs waivers increased adjusted refinery gross margins by $485 million, of which $203 million was recognized in Cost of materials and other and $282 million was recognized in Sales and other revenues. Lower of cost or market inventory valuation adjustments decreased pre-tax earnings by $417 million for the year ended December 31, 2025 and increased pre-tax earnings by $43 million for the year ended December 31, 2024 and decreased pre-tax earnings by $271 million for the year ended December 31, 2023. Adjusted refinery gross margins for the year ended December 31, 2024 decreased to $10.43 per produced barrel sold from $21.06 for the year ended December 31, 2023.2024.

Sales and other revenues decreased 11%6% from $31,964 million for the year ended December 31, 2023 to $28,580 million for the year ended December 31, 2024,2024 to $26,869 million for the year ended December 31, 2025, principally due to decreased refined product sales pricesprices. Sales and lowerother excessrevenues crudeincluded oil$551 salesmillion, volumes$3,142 asmillion, a$2,519 resultmillion ofand fewer$121 planned maintenance activitiesmillion in 2024,unaffiliated partiallyrevenues offsetrelated byto higherour refinedRenewables, productMarketing, salesLubricants volumes.& Specialties and Midstream segments, respectively, for the year ended December 31, 2025. Sales and other revenues included $644 million, $3,428 million, $2,700 million,million and $107 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties,Specialties and Midstream segments, respectively, for the year ended December 31, 2024. Sales and other revenues included $781 million, $4,146 million, $2,762 million, and $118 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties, and Midstream segments, respectively, for the year ended December 31, 2023.

Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, decreased 5%11% from $25,784 million for the year ended December 31, 2023 to $24,582 million for the year ended December 31, 2024,2024 to $21,760 million for the year ended December 31, 2025, principally due to lower purchased refined product and excess crude oil salesand volumesfeedstock as a result of fewer planned maintenance activities in 2024, partially offset by higher refined product sales volumes.prices. Within our Lubricants & Specialties segment, FIFO impact was a charge of $45$8 million and $13$45 million for the years ended December 31, 20242025 and 2023,2024, respectively.

During the year ended December 31, 2024,2025, we recognized a lower of cost or market inventory valuation adjustment benefitcharge of $43$417 million compared to a chargebenefit of $271$43 million for the year ended December 31, 2023, respectively.2024.

Adjusted refinery gross margin per barrel sold decreasedincreased 50%47% from $21.06 for the year ended December 31, 2023 compared to $10.43 for the year ended December 31, 2024.2024 to $15.37 for the year ended December 31, 2025. The decreaseincrease was primarily due to lower average per barrel sold sales prices, partially offset by lower crude oil and feedstock prices.prices and the grant of small refinery RINs waivers, partially offset by lower average sales prices per barrel. Adjusted refinery gross margin per barrel does not includeexcludes the non-cash effects of Lower of cost or market inventory valuation adjustments orand Depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” followingin Item 7 of Part II of this Annual Report on Form 10-K.

Operating expenses increaseddecreased 2%4% from $2,438 million for the year ended December 31, 2023 to $2,484 million for the year ended December 31, 2024,2024 to $2,391 million for the year ended December 31, 2025, primarily due to alower maintenance, regulatory charge related to the 2025 Consent Decree, higher people costs and other miscellaneous costs, partially offset by lowerhigher natural gas costs.

For the year ended December 31, 2024,2025, we recorded net earnings of $32$33 million compared to net earnings of $17$32 million for the year ended December 31, 2023.2024. This increase is primarily due to improved performance in our Pioneer Pipeline and Osage Pipeline investments, partially offset by the assignment of our ownership interest in certain of our joint venture investments.

Interest expense was $217 million for the year ended December 31, 2025 compared to $165 million for the year ended December 31, 2024 compared to $191 million for the year ended December 31, 2023.2024. This decreaseincrease was primarily due to aunrealized reductionlosses inon totalprecious debtmetals outstandingfinancing asarrangements compared toduring the prior period.

ThereExcept as described below, there have been no material changes in our risk factors as previously disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.2025 (the “2025 Form 10-K”). You should carefully consider the risk factors discussed in our 2025 Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. We provide petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. We market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and we supply high-quality fuels to more than 1,7501,800 branded stations and license the use of the Sinclair brand to more than 350 additional locations throughout the country. We produce renewable diesel at two of our facilities in Wyoming and one facility in New Mexico. In addition, our subsidiarieswe produce and market base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries.

For the three months ended MarchJune 31,30, 2026, Net income attributable to HF Sinclair stockholders was $648$892 million, compared to a Net lossincome attributable to HF Sinclair stockholders of $4$208 million in the three months ended March 31, 2025. Adjusted refinery gross margin per barrel sold increased $0.83, or 9%, from $9.12 for the three months ended MarchJune 31,30, 2025,2025. For the six months ended June 30, 2026, Net income attributable to $9.95HF Sinclair stockholders was $1,540 million, compared to $204 million for the threesix months ended MarchJune 31,30, 2026.2025.

In the Marketing segment, we continued to realize strong value from our Sinclair branded sites during the firstsecond quarter of 2026, as the marketing business provided a consistent sales channel with margin uplift for our produced fuels. We expect to grow the number of branded sites by approximately 10% annually. In February 2026, we formed Green Trail Fuels, LLC, a new joint venture in which we hold a 50% non-operating economic interest. The new joint venture includes various retail sites across Colorado and New Mexico.

In the Midstream segment, our results continued to benefit from higher third-party pipeline revenues and throughput volumes, partially offset by higher operating expenses during the three months ended MarchJune 31, 2026, but were marginally impacted by a fuel-contamination incident at one of our product terminals in Colorado in the first quarter of30, 2026.

On MayJuly 1,28, 2026, our Board of Directors announced that it declared a regular quarterly dividend in the amount of $0.525 per share, an increase of 5% over our previous dividend of $0.50 per share. The dividend is payable on JuneSeptember 2, 2026 to holders of record of common stock on MayAugust 11, 2026.

Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the Renewable Fuel Standard (“RFS”) regulations, which increased the volume of renewable fuels mandated to be blended into the nation’s fuel supply. The regulations, in part, require refiners to satisfy annual renewable volume obligations calculated as a percentage of their petroleum fuel shipments or imports, which may be met through physical blending of renewable fuels or by purchasing and retiring RINs. Compliance with RFS regulations significantly increased our Cost of materials and other, with RINs costs totaling $358$638 million and $996 million for the three and six months ended MarchJune 31,30, 2026.2026, Duringrespectively. For the three and six months ended MarchJune 31,30, 2026, the Refining segment recognized $163 million and $183 million in revenues related to RINs sales which are included in Sales and other revenues in our consolidated statement of operations. In addition, during the six months ended June 30, 2026, we recognized $21 million in Sales and other revenues related to the small refinery RINs waivers granted by the EPA in the fourth quarter of 2025. At MarchJune 31,30, 2026, our open RINs credit obligations were $306$493 million. For additional information regarding the RFS and small refinery RINs waivers, refer to the discussion under “Renewable Fuel Standard” in Item 1 of Part II of this Quarterly Report on Form 10-Q.

A more detailed discussion of our financial and operating results for the three and six months ended MarchJune 31,30, 2026 and 2025 is presented in the following sections.

(1)Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as Net income (loss) attributable to HF Sinclair stockholders plus (i) Income tax expense, (ii) Interest expense, net of Interest income and (iii) Depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to Net income or Income from operations as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a financial indicator widely used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. EBITDA presented above is reconciled to Net income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Results of Operations – Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Net income attributable to HF Sinclair stockholders for the three months ended MarchJune 31,30, 2026, was $648$892 million ($3.56$4.93 per basic and diluted share), a $652$684 million increase compared to the Net loss attributable to HF Sinclair stockholders of $4$208 million ($(0.02)$1.10 per basic and diluted share) for the three months ended MarchJune 31,30, 2025. The increase in Net income attributable to HF Sinclair stockholders was primarily driven by thestronger product demand and higher sales prices which resulted in an increase in adjusted refinery gross margins and higher refined products sales volumes. Lower of cost or market inventory valuation adjustments indecreased addition$118 tomillion improvedfrom adjusteda refinery$148 grossmillion margins and adjusted renewables gross margins during the three months ended March 31, 2026. Lower of cost or market inventory valuation adjustmentscharge related to our Refining and Renewables segment inventories increasedfor pre-taxthe earningsthree bymonths $672ended June 30, 2025, to a $30 million charge related to Renewables segment inventories for the three months ended MarchJune 31,30, 20262026. andAdjusted increasedrefinery pre-taxgross earnings by $117 millionmargins for the three months ended MarchJune 31,30, 2025.2026 increased to $25.95 per produced barrel sold as compared to $16.50 for the three months ended June 30, 2025, primarily due to higher crude oil and feedstock prices and higher average sales prices per barrel during the three months ended June 30, 2026. Adjusted renewables gross margins reflectedreflect narrowerhigher BOHORINs spreadspricing and significant PTC benefits during the three months ended MarchJune 31,30, 2026, whilecompared no comparable benefit was recognized duringto the three months ended MarchJune 31,30, 2025. These favorable impacts were partially offset by a $188$243 million increase in Income tax expense.

Sales and other revenues increased $753$3,606 million, or 12%,53%, from $6,370$6,784 million for the three months ended MarchJune 31,30, 2025, to $7,123$10,390 million for the three months ended MarchJune 31,30, 2026, principally due to higher average refined product sales prices and higher sales volumes of refined products. SalesRevenues andfrom otherexternal revenuescustomers included $208$243 million, $792$1,370 million, $653$998 million and $31$32 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively, for the three months ended MarchJune 31,30, 2026. SalesRevenues andfrom otherexternal revenuescustomers included $94$131 million, $686$826 million, $638$641 million and $29$28 million in unaffiliated revenues related to our Renewables, Marketing, Lubricants & Specialties and Midstream segments, respectively,segments for the three months ended MarchJune 31,30, 2025.

Cost of materials and other, exclusive of Lower of cost or market inventory valuation adjustments, increased $504$2,693 million, or 9%,50%, from $5,476$5,440 million for the three months ended MarchJune 31,30, 2025, to $5,980$8,133 million for the three months ended MarchJune 31,30, 2026, principally due to higher crude oil and feedstock costs and higher sales volumes of refined products. Within our Lubricants & Specialties segment, the FIFO impact was a benefit of $53$46 million and $8a charge of $20 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

During the firstsecond quarter of 2026, we recognized a lower of cost or market inventory valuation adjustment benefitcharge of $672$30 million compared to a benefitcharge of $117$148 million during the firstsecond quarter of 2025.

Adjusted refinery gross margin per barrel sold increased $0.83,$9.45, or 9%,57%, from $9.12$16.50 for the three months ended MarchJune 31,30, 2025, to $9.95$25.95 for the three months ended MarchJune 31,30, 2026. The year-over-year increase was primarily driven by higherimproved refinerymarket marginscrack spreads and volumes of refined products in both the Mid-Continent and West region.regions for the three months ended June 30, 2026.

Adjusted refinery gross margin per barrel excludes the cash effects of Lower of cost or market inventory valuation adjustmentsadjustments, Operating expenses and Depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 2 of Part I of this Quarterly Report on Form 10-Q.

Operating expenses increased $28$82 million, or 5%,14%, from $596$572 million for the three months ended MarchJune 31,30, 2025, to $624$654 million for the three months ended MarchJune 31,30, 2026, primarily due to a fuel-contamination incident at one of our product terminals in Colorado during the three months ended March 31, 2026 and higher contractoremployee benefits, environmental remediation, maintenance and other miscellaneous costs.costs, partially offset by lower natural gas expenses.

Selling, general and administrative expenses increased $11$16 million, or 11%,14%, from $104$114 million for the three months ended MarchJune 31,30, 2025, to $115$130 million for the three months ended MarchJune 31,30, 2026, primarily due to anhigher increaseemployee inand professional services andcosts, otherpartially miscellaneousoffset costs.by foreign currency gains.

Earnings of equity method investments decreased $3$4 million, or 27%40% from $11$10 million for the three months ended MarchJune 31,30, 2025, to $8$6 million for the three months ended MarchJune 31,30, 2026, primarily due to the divestiture of our investment in Cheyenne Pipeline, LLC in the three months ended March 31,June 2025.

Depreciation and amortization remained relatively consistent and was $229$228 million and $225$226 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Interest expense wasdecreased $41$33 million, or 62%, from $53 million for the three months ended MarchJune 31,30, 2026, compared2025, to $49$20 million for the three months ended MarchJune 31,30, 2025. This decrease was2026, primarily due to unrealized lossesgains on precious metals financing arrangements during the period.

Other income (expense), net was $15$18 million of income for threethe six months ended MarchJune 31,30, 20262026, compared to $(53)$46 million of expense for the threesix months ended MarchJune 31,30, 2025. DuringThe income for the threesix months ended MarchJune 31,30, 2026,2026 wewas recognizedprimarily due to a $14 million gain on settlement of precious metals. DuringThe expense for the threesix months ended MarchJune 31,30, 2025, wewas assignedprimarily our 50% ownership interest in Cheyenne Pipeline, LLCdue to oura joint$40 venture partner in exchange for the cancellation of certain future commitments, resulting in amillion loss on sale of equity method investment ofin $40Cheyenne million.Pipeline, Additionally,LLC, duringand a $15 million loss on the three months ended March 31, 2025, we recognized an early extinguishment loss on debt of $15 million, inclusive of unamortized discount and debt issuance costs, as a result of the tendering and redemption of certain debt.