Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 2.02. Results of Operations and Financial Condition. On October 28, 2026, HF Sinclair Corporation (the “Corporation”) issued a press release announcing the Corporation’s third quarter 2026 results. The press release also announced a regular quarterly dividend of $0.525 per share. A copy of the Corporation’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.…
Filed Oct 28, 2026Accepted Oct 28, 2026, 6:32 AM EDTCIK 1915657Accession 0001915657-26-000071
HF Sinclair Corporation, headquartered in Dallas, Texas, is an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. HF Sinclair owns and operates refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. HF Sinclair provides petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. HF Sinclair markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states and supplies high quality fuels to more than 1,750 branded stations and licenses the use of the Sinclair brand to more than 350 additional locations throughout the country. HF Sinclair produces renewable diesel at two of its facilities in Wyoming and also at its facility in New Mexico. In addition, subsidiaries of HF Sinclair produce and market base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and export products to more than 80 countries.
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Item 2.02Item 2.02 - Results of Operations
Item 2.02. Results of Operations and Financial Condition.
On October 28, 2026, HF Sinclair Corporation (the “Corporation”) issued a press release announcing the Corporation’s third quarter 2026 results. The press release also announced a regular quarterly dividend of $0.525 per share. A copy of the Corporation’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.
The information contained in, or incorporated into, this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 2026, the Board of Directors (the “Board”) of the Corporation appointed Steve Ledbetter, who currently serves as the Corporation’s President and Chief Operating Officer, as Chief Executive Officer and President, effective January 1, 2027. The Board expects to increase the size of the Board and appoint Mr. Ledbetter as a director at a future date.
The Corporation previously disclosed Mr. Ledbetter’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive officers in its Current Report on Form 8-K dated July 8, 2026. There are no arrangements or understandings between Mr. Ledbetter and any other person pursuant to which Mr. Ledbetter was selected to serve as the Corporation’s Chief Executive Officer and President. Mr. Ledbetter does not have any family relationship with any director or executive officer of the Corporation, or any person nominated or chosen by the Corporation to become a director or executive officer. There are no transactions in which Mr. Ledbetter has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Board has not approved any changes to Mr. Ledbetter’s compensation in connection with his appointment. If and when the Corporation enters into or amends any material compensatory arrangement with Mr. Ledbetter in connection with his appointment, the Corporation will file an amendment to this Current Report on Form 8-K to disclose the material terms thereof, as required by Item 5.02(e) of Form 8-K.
Mr. Ledbetter succeeds Franklin Myers, who will continue to serve as Chief Executive Officer until January 1, 2027, to support the transition. Mr. Myers will thereafter remain with the Corporation and continue to serve as Executive Chairperson until the completion of the Corporation’s recently announced plan to pursue a separation of its Lubricants & Specialties segment (the “Planned Separation”). As Executive Chairperson, Mr. Myers will be responsible for providing strategic advice and counsel with respect to the Planned Separation.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On October 28, 2026, the Corporation issued a press release announcing the appointment of Mr. Ledbetter. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference.
The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.