HF Sinclair Corp 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Registrant’s telephone number, including area code: (214) 871-3555------------------------------------------------------------------- Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ On June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock, par value$0.01 per share, held by non-affiliates of the registrant was approximately $7.7 billion, based upon the closing price on the New York Stock Exchange on such date.(This is not deemed an admission that any person whose shares were not included in the computation of the amount set forth in the preceding sentence necessarily is an“affiliate” of the registrant.) 180,273,187 shares of Common Stock, par value $0.01 per share, were outstanding on February20, 2026. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s proxy statement for its 2026 annual meeting of stockholders, which proxy statement will be filed with the Securities and Exchange Commission within 120 days after December31, 2025, are incorporated by reference in Part III. PART I Item 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.[Reserved] PART III Item 10.Directors, Executive Officers and Corporate Governance126Item 11.Executive Compensation126Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters127Item 13.Certain Relationships and Related Transactions, and Director Independence127Item 14.Principal Accounting Fees and Services127 PART IV PART I FORWARD-LOOKING STATEMENTS References herein to HF Sinclair Corporation (“HF Sinclair”) include HF Sinclair and its consolidated subsidiaries. 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 individualsubsidiary and not to any other person, with certain exceptions. This Annual Report on Form 10‑K contains certain “forward-looking statements” within the meaning of the federal securities laws. Allstatements, other than statements of historical fact included in this Annual Report on Form 10-K, including, but not limited to, thoseunder “Business and Properties” in Items 1 and 2, “Risk Factors” in Item 1A, “Legal Proceedings” in Item 3 and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in Item 7, are forward-looking