HF Sinclair repurchases $257 million in shares

Item 1.01 Entry into a Material Definitive Agreement.

HF Sinclair Corporation (the "Company") entered into a Stock Purchase Agreement, dated October 29, 2026 (the "Stock Purchase Agreement"), with REH Advisors Inc. (the "Selling Stockholder" or "REH") (now the parent company of REH Company, LLC (formerly known as The Sinclair Companies)), pursuant to which the Company agreed to repurchase from the Selling Stockholder 2,350,000 shares of the Company's outstanding common stock¹, par value $0.01 per share (the "Common Stock"), in a privately negotiated transaction. The price per share to be paid by the Company under the Stock Purchase Agreement is $109.37 per share resulting in an aggregate purchase price of approximately $257 million¹. The purchase price will be funded with cash on hand and is expected to be completed on or around November 3, 2026². The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties⁶. The shares to be repurchased under the Stock Purchase Agreement will be held as treasury stock by the Company⁵. This share repurchase is the twenty-third privately negotiated transaction between the Company and the Selling Stockholder and will be made pursuant to the Company's Share Repurchase Program described below. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

The share repurchase described above will be made pursuant to the Company's previously disclosed $1.5 billion share repurchase program authorized by the Board of Directors³ (the "Board") of the Company on August 26, 2026³ (the "Share Repurchase Program"). To date, the Company has repurchased $766 million in Common Stock under the Company's Share Repurchase Program⁴, which is inclusive of the share repurchase described above, and has approximately $734 milli

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

10.1 Stock Purchase Agreement, dated October 29, 2026, by and between HF Sinclair Corporation and REH Advisors Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL).

SIGNATURE

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

HF SINCLAIR CORPORATION

By: /s/ Vivek Garg⁷

Vivek Garg⁷

Acting Chief Financial Officer, Vice President, Chief Accounting Officer and Controller⁷

Date: October 30, 2026