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~~February 818, ~~2025~~2026 (February 17, 2026)

___________________

HF SINCLAIR CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware	001-41325	87-2092143
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
2323 Victory Avenue, Suite 1400
Dallas, TX		75219
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (214) 871-3555

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 par value	DINO	New York Stock Exchange
Common Stock $0.01 par value	DINO	NYSE Texas, Inc.
		NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 72.~~01 Regulation~~02Results FDof ~~Disclosure~~Operations and Financial Condition.

~~Capital~~On ~~Expenditure~~February 18, ~~Guidance~~2026, HF Sinclair Corporation (the “Company”) issued a press release announcing the Company’s fourth quarter 2025 results. The press release also announced a regular quarterly dividend of $0.50 per share. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.

~~For~~The ~~fiscal~~information ~~year~~contained ~~2026~~in, HFor ~~Sinclair~~incorporated ~~Corporation~~into, this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “HFExchange ~~Sinclair~~Act”), ~~expects~~or ~~consolidated~~otherwise ~~capital~~subject ~~and~~to ~~turnaround~~the ~~cash~~liabilities ~~spending~~of ~~guidance~~that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth inby ~~the~~specific ~~table~~reference ~~below:~~to such filing.

HF Sinclair Capital Expenditures	2026 Plan
	(In Millions)
Sustaining Capital Investments
Refining	$	225
Renewables	$	6
Lubricants & Specialties	$	25
Marketing	$	30
Midstream	$	30
Corporate	$	9
Turnarounds & Catalysts	$	325
Total Sustaining	$	650
Growth Capital Investments	$	125
Total Capital	$	775

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~information~~February ~~contained~~17, in2026, orthe ~~incorporated~~Board ~~into,~~of ~~this~~Directors ~~Item~~of 7the Company (the “Board”) received a request from Mr.01 isTim ~~being~~Go, ~~furnished~~the ~~and~~Company’s ~~shall~~Chief ~~not~~Executive beOfficer ~~deemed~~and ~~“filed”~~President, ~~for~~and a member of the ~~purposes~~Board, to take a voluntary leave of ~~Section~~absence 18from his duties. The Board has accepted the request and, in a special meeting, elected the current Chairperson of the ~~Securities~~Board, ~~Exchange~~Mr. ~~Act~~Franklin Myers, as Chief Executive Officer and President of ~~1934~~the Company on a temporary basis, effective as ~~amended~~of February 17, or2026. ~~otherwise~~The ~~subject~~Board tohas directed the ~~liabilities~~Nominating, Governance and Social Responsibility Committee of ~~that~~the ~~section~~Board to commence a process to determine what future actions, ~~nor~~whether ~~shall~~interim itor otherwise, should be ~~deemed~~taken ~~incorporated~~in byrelation ~~reference~~to ~~into~~the ~~any~~position ~~registration~~of ~~statement~~Chief orExecutive ~~other~~Officer ~~filing~~and ~~under~~President. ~~the~~Mr. ~~Securities~~Go’s ~~Act~~voluntary leave of ~~1933,~~absence asis ~~amended,~~not ~~except~~due asto ~~shall~~any bedisagreement ~~expressly~~with ~~set~~the ~~forth~~Company byon ~~specific~~any ~~reference~~matter relating to ~~such~~the ~~filing~~Company’s operations, policies or practices.

~~Cautionary~~Mr. ~~Statement~~Myers, ~~Regarding~~73, ~~Forward-Looking~~has ~~Statements~~served as the Chairperson of the Board of the Company since February 2019. He has served as an Operating Partner of Quantum Energy Partners, a private equity firm, since 2024, and previously served as a Senior Advisor of Quantum Energy Partners since February 2013. Mr. Myers served as an operating advisor to Paine & Partners, LLC, a private equity firm, from 2009 through 2012 and as Senior Advisor to Cameron International Corporation, a publicly traded provider of flow equipment products, from 2008 until 2009. He served Cameron in various other capacities, including as Senior Vice President and Chief Financial Officer from 2003 through 2008, President of Cameron’s compression business from 1998 through 2001 and Senior Vice President and General Counsel from 1995 through 1999. In addition, Mr. Myers served as Senior Vice President and General Counsel of Baker Hughes Incorporated from 1988 through 1995 and as an associate and then a partner at Fulbright & Jaworski (now Norton Rose Fulbright) from 1978 through 1988. Mr. Myers currently serves as a director of Comfort Systems USA, Inc. Mr. Myers served as a director of Frontier Oil Corporation from 2009 until the merger of Frontier Oil Corporation and Holly Corporation in July 2011 and as a director of NCS Multistage Holdings, Inc. from February 2017 to June 2020.

~~The~~There ~~following~~are isno aarrangements ~~“safe~~or ~~harbor”~~understandings ~~statement~~between ~~under~~Mr. ~~the~~Myers ~~Private~~and ~~Securities~~any ~~Litigation~~other ~~Reform~~person ~~Act~~pursuant ofto ~~1995: The~~which ~~statements~~Mr. inMyers ~~this~~was ~~Current~~elected ~~Report on Form 8-K relating~~ to ~~matters~~serve ~~that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations~~ as of the ~~date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in HF Sinclair~~Company’s ~~filings~~Chief ~~with~~Executive ~~the~~Officer ~~Securities~~ and ~~Exchange~~President ~~Commission (the “SEC”). All statements concerning our expectations for future results of operations are based~~ on ~~forecasts~~a ~~for~~temporary ~~our~~basis. ~~existing~~Mr. ~~operations~~Myers ~~and~~does do not ~~include~~have ~~the~~any ~~potential~~family ~~impact~~relationship ofwith any ~~future~~director ~~acquisitions~~ or ~~dispositions.~~executive ~~Forward-looking~~officer ~~statements~~of ~~use~~the ~~words such as “anticipate~~Company,” ~~“project,”~~or ~~“will,”~~any ~~“expect,”~~person ~~“plan,”~~nominated ~~“goal,”~~or ~~“forecast,”~~chosen ~~“strategy,”~~by ~~“intend,”~~the ~~“should,”~~Company ~~“would,”~~to ~~“could,”~~become ~~“believe,”~~a ~~“may,”~~director ~~and~~or ~~similar~~executive ~~expressions and statements regarding HF Sinclair’s plans and objectives for future operations~~officer. ~~Although~~There HFare ~~Sinclair~~no ~~believes~~transactions ~~that the expectations reflected~~ in ~~these~~which ~~forward-looking statements are reasonable, HF Sinclair cannot assure you that HF Sinclair’s expectations will prove to be correct~~Mr. ~~Therefore,~~Myers ~~actual~~has ~~outcomes~~an ~~and~~interest ~~results~~requiring ~~could~~disclosure ~~materially~~under ~~differ~~Item ~~from what is expressed, implied or forecast in such statements. Any differences could be caused by~~ 404(a) ~~number~~ of ~~factors,~~Regulation including, but not limited to, the demand for and supply of feedstocks, crude oil and refined products, including uncertainty regarding the increasing societal expectations that companies address climate change and greenhouse gas emissions; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined S-K.

~~petroleum~~The ~~products~~Company orexpects ~~lubricant~~that ~~and specialty products in HF Sinclair’s markets;~~ the ~~spread~~Compensation ~~between~~Committee ~~market prices for refined products and market prices for crude oil; the possibility~~ of ~~constraints on~~ the ~~transportation~~Board ofwill ~~crude~~recommend ~~oil, refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due~~ to ~~reductions in demand, accidents, unexpected leaks or spills, unscheduled shutdowns, infection in~~ the ~~workforce,~~Board ~~weather~~appropriate ~~events,~~compensation global health events, civil unrest, expropriation of assets, and other economic, diplomatic, legislative, or political events or developments, terrorism, cyberattacks, vandalism or other catastrophes or disruptions affecting HF Sinclair’s operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing at HF Sinclair’s suppliers, customers, or third party providers, and any potential asset impairments resulting from, or the failure to have adequate insurance coverage for orMr. ~~receive~~Myers insurance recoveries from, such actions; the effects of current and/or future governmental and environmental regulations and policies, including compliance with existing, new and changing environmental and health and safety laws and regulations, related reporting requirements and pipeline integrity programs; the availability and cost of financing to HF Sinclair; the effectiveness of HF Sinclair’s capital investments and marketing strategies; HF Sinclair’s efficiency in carrying out and consummating construction projects, including HF Sinclair’s ability to complete announced capital projects on time and within capital guidance; HF Sinclair’s ability to timely obtain or maintain permits, including those necessary for ~~operations~~his orservice ~~capital~~as ~~projects;~~temporary ~~the~~Chief ~~ability~~Executive ofOfficer ~~HF Sinclair to acquire complementary assets or businesses to HF Sinclair’s existing assets~~ and ~~businesses~~President ~~on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies~~ of ~~any such transaction on~~ the ~~expected timeline; the possibility of vandalism or other disruptive activity~~Company, or terrorist or cyberattacks and the consequences of any such activities or attacks; uncertainty regarding the effects and duration of global hostilities, including shipping disruptions in the Red Sea, ongoing conflicts in the Middle East, the Russia-Ukraine war and any associated military campaigns which ~~may~~recommendation ~~disrupt~~will ~~crude~~be ~~oil~~made ~~supplies~~to and ~~markets~~considered for HF Sinclair’s refined products and create instability in the financial markets that could restrict HF Sinclair’s ability to raise capital; general economic conditions, including uncertainties regarding trade policies, such as the imposition or implementation of tariffs, or economic slowdowns caused by a local or national recession or other adverse economic conditions, such as periods of increased or prolonged inflation; limitations on HF Sinclair’s ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; and other business, financial, operational and legal risks. The forward-looking statements speak only as of the ~~date~~Board ~~made~~at ~~and, other than as required by law, HF Sinclair undertakes no obligation to publicly update or revise any forward-looking statements, whether as~~ a ~~result~~later ~~of new information, future events or otherwise~~date.

~~SIGNATURE~~Item 7.01Regulation FD Disclosure.

On February 18, 2026, the Company issued a press release announcing Mr. Go’s voluntary leave of absence and the election of Mr. Myers as Chief Executive Officer and President of the Company on a temporary basis. A copy of the Company’s press release is attached hereto as Exhibit 99.2 and incorporated herein in its entirety.

The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

99.1						Press Release of the Company issued February 18 , 202 6 .*

99.2						Press Release of the Company issued February 18, 2026.**

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

* Furnished herewith pursuant to Item 2.02.

**Furnished herewith pursuant to Item 7.01.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


HF SINCLAIR CORPORATION

By:	/s/	Atanas H. Atanasov
		Atanas H. Atanasov
		Executive Vice President and Chief Financial Officer

Date: ~~December 8~~February 18, ~~2025~~2026

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