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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-28 · 62 added, 137 removed, 139 unchanged (59% of the section changed)

28 unchanged sentences

Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

2 unchanged sentences

Notes to Consolidated Financial Statements

(2) Index to Consolidated Financial Statement Schedules

(2) Index to Consolidated Financial Statements Schedules

All schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or notes thereto.

(3) Exhibits filed or furnished, as applicable, as part of this Form 10-K are listed in the Index to Exhibits.

(3) Exhibits filed or furnished, as applicable, as part of this Annual Report on Form 10-K are listed in the Index to Exhibits.

HF SINCLAIR CORPORATION

3 unchanged sentences

Exhibit Number Description

2.1† Asset Sale and Purchase Agreement, dated October 19, 2009, between Holly Refining & Marketing-Tulsa LLC, HEP Tulsa LLC and Sinclair Tulsa Refining Company (incorporated by reference to Exhibit 2.1 of HollyFrontier Corporation's Current Report on Form 8-K filed October 21, 2009, File No.

2.2† Amendment No.

1 to Asset Sale and Purchase Agreement, dated December 1, 2009, between Holly Refining & Marketing-Tulsa LLC, HEP Tulsa LLC and Sinclair Tulsa Refining Company (incorporated by reference to Exhibit 2.1 of HollyFrontier Corporation's Current Report on Form 8-K filed December 7, 2009, File No.

2.3† Asset Sale and Purchase Agreement, dated April 15, 2009, between Holly Refining & Marketing-Midcon, L.L.C.

and Sunoco, Inc.

(incorporated by reference to Exhibit 2.1 of HollyFrontier Corporation's Current Report on Form 8-K filed April 16, 2009, File No.

2.4† Share Purchase Agreement, dated October 29, 2016, by and between Suncor Energy Inc.

and 9952110 Canada Inc.

(incorporated by reference to Exhibit 2.1 of HollyFrontier Corporation's Current Report on Form 8-K filed October 31, 2016, File No.

2.5† Equity Purchase Agreement, dated November 12, 2018, by and between Sonneborn Holdings, L.P., Sonneborn Co-Op LLC, Sonneborn Coöperatief U.A.

and HollyFrontier LSP Holdings LLC (incorporated by reference to Exhibit 2.1 of HollyFrontier Corporation's Current Report on Form 8-K filed November 13, 2018, File No.

2.6 Waiver and Amendment to Equity Purchase Agreement, dated January 31, 2019, by and between Sonneborn Holdings, L.P., Sonneborn Co-Op LLC, Sonneborn Coöperatief U.A.

and HollyFrontier LSP Holdings LLC (incorporated by reference to Exhibit 2.7 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2018.

2.1† Sale and Purchase Agreement, dated as of May 4, 2021, by and between Equilon Enterprises LLC d/b/a Shell Oil Products US and HollyFrontier Puget Sound Refining LLC (incorporated by reference to Exhibit 2.1 of HollyFrontier Corporation's Current Report on Form 8-K filed May 4, 2021, File No.

2 unchanged sentences

2.4† Amendment to Business Combination Agreement, dated as of March 14, 2022, by and among HollyFrontier Corporation, Hippo Parent Corporation, Hippo Merger Sub, Inc., The Sinclair Companies and Hippo Holding LLC (incorporated by reference to Exhibit 2.1 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

2.5 Contribution Agreement, dated as of August 2, 2021, by and among Holly Energy Partners, L.P., The Sinclair Companies, and Sinclair Transportation Company (incorporated by reference to Exhibit 2.1 of Holly Energy Partners, L.P.’s Current Report on Form 8-K dated August 3, 2021, File No.

2.6 Amendment to Contribution Agreement, dated as of March 14, 2022, by and among Holly Energy Partners, L.P., The Sinclair Companies, and Sinclair Transportation Company (incorporated by reference to Exhibit 2.1 of Holly Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

2.7† Agreement and Plan of Merger, dated August 15, 2023, by and among HF Sinclair Corporation, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC, Holly Energy Partners, L.P., HEP Logistics Holdings, L.P., and Holly Logistic Services, L.L.C.

(incorporated by reference to Exhibit 2.1 of Registrant’s Current Report on Form 8-K filed August 16, 2023, File No.

3.1 Amended and Restated Certificate of Incorporation of HF Sinclair Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K12B filed March 14, 2022, File No.

3.2 Second Amended and Restated By-Laws of HF Sinclair Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed February 17, 2023, File No.

3.2 Amended and Restated By-Laws of HF Sinclair Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed February 6 , 2 02 4 , Fil e No.

4.1 Indenture, dated March 22, 2016, between HollyFrontier Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 of HollyFrontier Corporation's Current Report on Form 8-K filed March 22, 2016, File No.

1 unchanged sentence

4.3 Second Supplemental Indenture, dated as of September 28, 2020, between HollyFrontier Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 of HollyFrontier Corporation’s Current Report on Form 8-K dated September 28, 2020, File No.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

4.4 Third Supplemental Indenture, dated April 8, 2022, among HollyFrontier Corporation and Computershare Trust Company, N.A., as agent for Wells Fargo, Bank National Association (incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed April 8, 2022, File No.

1 unchanged sentence

Bank National Association (incorporated by reference to Exhibit 4.1 of Holly Energy Partners, L.P.’s Current Report on Form 8-K filed February 4, 2020, File No.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

4.6 Indenture, dated April 8, 2022, by and among Holly Energy Partners, L.P., Holly Energy Finance Corp., each of the Guarantors party thereto and U.S.

4 unchanged sentences

Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s 6.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.9 of Holly Energy Partner, L.P.’s Registration Statement on Form S-3 filed May 23, 2022, File No.

333-2651 54 ).

4.8 Second Supplemental Indenture, dated as of November 10, 2023, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s and Holly Energy Finance Corp.’s 6.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed November 14, 2023, File No.

4.9 First Supplemental Indenture, dated as of March 14, 2022, among Sinclair Transportation Company LLC, Sinclair Logistics LLC, Sinclair Pipeline Company LLC, Holly Energy Partners, L.P.

5 unchanged sentences

and the other Guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s 5.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.7 of Registrant’s Registration Statement on Form S-3 filed May 23, 2022, File No.

333-2651 5 4).

Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s 5.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.7 of Holly Energy Partner, L.P.'s Registration Statement on Form S-3 filed May 23, 2022, File No.

4.11 Third Supplemental Indenture, dated as of November 10, 2023, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, related to Holly Energy Partners, L.P.’s and Holly Energy Finance Corp.’s 5.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of Registrant’s Current Report on Form 8-K filed November 14, 2023, File No.

4.12 Indenture, dated as of April 27, 2022, among HF Sinclair Corporation and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

4.13 First Supplemental Indenture, dated as of April 27, 2022, among HF Sinclair Corporation and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

4.12 Form of 2.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

1-41325 (included in Exhibit 4.2 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

4.13 Form of 5.875% Senior Notes due 2026 (incorporated by reference to Exhibit 4.4 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

1-41325 (included in Exhibit 4.2 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

4.14 Form of 4.500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.5 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

1-41325 (included in Exhibit 4.2 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

4.15 Registration Rights Agreement, dated as of April 27, 2022, among HF Sinclair Corporation, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc.

and the additional parties listed thereto (incorporated by reference to Exhibit 4.6 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

4.16 Description of Common Stock (incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K12B filed March 14, 2022, File No.

10.1 Amended and Restated Intermediate Pipelines Agreement, dated June 1, 2009, among Holly Corporation, Navajo Refining Company, L.L.C, Holly Energy Partners, L.P., Holly Energy Partners – Operating, L.P., HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Holly Logistics Services, L.L.C.

and HEP Logistics GP, L.L.C.

(incorporated by reference to Exhibit 10.2 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed June 5, 2009, File No.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

10.2 Amendment to Amended and Restated Intermediate Pipelines Agreement, dated December 9, 2010, among Navajo Refining Company, L.L.C, Holly Energy Partners, L.P., Holly Energy Partners – Operating, L.P., HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Holly Logistics Services, L.L.C.

and HEP Logistics GP, L.L.C.

(incorporated by reference to Exhibit 10.4 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No.

10.3 Tulsa Purchase Option Agreement, dated August 1, 2009, between Holly Refining & Marketing - Tulsa LLC and HEP Tulsa LLC (incorporated by reference to Exhibit 10.4 of Holly Energy Partners L.P.'s Current Report on Form 8-K filed August 6, 2009, File No.

10.4 Third Amended and Restated Crude Pipelines and Tankage Agreement, dated March 12, 2015, by and among Navajo Refining Company, L.L.C., Holly Refining & Marketing Company - Woods Cross LLC, HollyFrontier Refining & Marketing LLC, Holly Energy Partners-Operating, L.P., HEP Pipeline, L.L.C.

and HEP Woods Cross L.L.C.

(incorporated by reference to Exhibit 10.2 of HollyFrontier Corporation's Current Report on Form 8-K filed March 16, 2015, File No.

10.5 First Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement, dated April 22, 2019, by and among HollyFrontier Navajo Refining LLC, HollyFrontier Woods Cross Refining LLC, HollyFrontier Refining & Marketing LLC, Holly Energy Partners - Operating, L.P., HEP Pipeline, L.L.C.

and HEP Woods Cross, L.L.C.

(incorporated by reference to Exhibit 10.1 of HollyFrontier Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No.

10.6 Second Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement dated as of May 26, 2020, by and among HollyFrontier Navajo Refining LLC, HollyFrontier Woods Cross Refining LLC, HollyFrontier Refining & Marketing LLC, Holly Energy Partners - Operating, L.P., HEP Pipeline, L.L.C.

and HEP Woods Cross, L.L.C.

(incorporated by reference to Exhibit 10.4 of HollyFrontier Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, File No.

10.7 Third Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement entered into as of February 8, 2021, effective as of January 1, 2021, by and among HollyFrontier Navajo Refining LLC, HollyFrontier Woods Cross Refining LLC, HollyFrontier Refining & Marketing LLC, Holly Energy Partners - Operating, L.P., HEP Pipeline, L.L.C.

and HEP Woods Cross, L.L.C.

(incorporated by reference to Exhibit 10.8 of HollyFrontier Corporation’s Current Report on Form 8-K dated February 11, 2021, File No.

10.8 Twenty-Second Amended and Restated Omnibus Agreement, entered into and effective as of March 14, 2022, by and among HF Sinclair Corporation, Holly Energy Partners, L.P., and certain of their respective subsidiaries (incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K12B filed March 14, 2022, File No.

4.14 Second Supplemental Indenture, dated as of December 4, 2023, among HF Sinclair Corporation and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed December 4, 2023, File No.

4.15 Registration Rights Agreement, dated as of December 4, 2023, among HF Sinclair Corporation, BofA Securities, Inc., Wells Fargo Securities, LLC and the additional parties listed thereto (incorporated by reference to Exhibit 4.4 of Registrant’s Current Report on Form 8-K filed December 4, 2023, File No.

4.16* Description of Common Stock .

10.1† Senior Unsecured Multi-Year Revolving Credit Agreement, dated as of April 27, 2022, among HF Sinclair Corporation, as borrower, MUFG Bank, Ltd., as administrative agent, and each of the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed April 27, 2022, File No.

10.10 Release of Subsidiary Guarantee, dated December 29, 2015, by and among HollyFrontier Corporation and Union Bank, N.A.

(incorporated by reference to Exhibit 10.40 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2015, File No.

10.11 Amended and Restated Unloading and Blending Services Agreement, dated January 18, 2017, effective September 16, 2016, by and between HollyFrontier Refining & Marketing LLC, Holly Energy Partners - Operating, L.P.

and HEP Refining L.L.C.

(incorporated by reference to Exhibit 10.26 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2016, File No.

10.12 Eighth Amended and Restated Master Throughput Agreement entered into and effective as of March 14, 2022, by and among HollyFrontier Refining & Marketing LLC, Sinclair Oil LLC and Holly Energy Partners - Operating, L.P.

(incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K12B filed March 14, 2022, File No.

10.13 First Amendment to Eighth Amended and Restated Master Throughput Agreement by and among HollyFrontier Refining & Marketing LLC, Sinclair Oil LLC and Holly Energy Partners – Operating, L.P., dated as of October 28, 2022 (incorporated by reference to Exhibit 10.10 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, File No.

10.2 Third Amended and Restated Credit Agreement, dated July 2 7 , 2017, among Holly Energy Partners, L.P.

as borrower, Wells Fargo Bank, National Association, as administrative agent, an issuing bank and a lender, and certain other lenders party thereto (incorporated by reference to Exhibit 10.1 of Holly Energy Partners, L.P.’s Current Report on Form 8-K dated July 31, 2017, File No.

10.3¥ Amendment No.

1 to Third Amended and Restated Credit Agreement, dated April 30, 2021, among Holly Energy Partners, L.P., as borrower, certain of its affiliates, as guarantors, Wells Fargo Bank, National Association, as administrative agent, an issuing bank and a lender, and certain other lenders party thereto (incorporated by reference to Exhibit 10.1 of Holly Energy Partners, L.P.’s Current Report on Form 8-K dated May 3, 2021, File No.

HF SINCLAIR CORPORATION

1 unchanged sentence

Exhibit Number Description

10.14* Second Amendment to Eighth Amended and Restated Master Throughput Agreement, by and between HF Sinclair Refining & Marketing LLC and Holly Energy Partners – Operating, L.P., dated as of December 22, 2022.

10.15 Construction Payment Agreement, dated as of October 16, 2015, by and between HEP Refining, L.L.C.

and HollyFrontier Refining & Marketing LLC (incorporated by reference to Exhibit 10.3 of HollyFrontier Corporation's Current Report on Form 8-K filed October 21, 2015, File No.

10.16 Fourth Amended and Restated Services and Secondment Agreement, entered into as of February 8, 2021, effective as of January 1, 2021, by and among Holly Logistic Services, L.L.C., certain subsidiaries of Holly Energy Partners, L.P.

and certain subsidiaries of HollyFrontier Corporation (incorporated by reference to Exhibit 10.7 of HollyFrontier Corporation's Current Report on Form 8-K filed February 11, 2021, File No.

10.17 Seventh Amended and Restated Master Lease Agreement entered into and effective as of March 14, 2022, by and among certain subsidiaries of HF Sinclair Corporation and Holly Energy Partners, L.P.

(incorporated by reference to Exhibit 10.3 of Registrant’s Current Report on Form 8-K12B filed March 14, 2022, File No.

10.18 Master Tolling Agreement (Refinery Assets), dated as of November 2, 2015, by and between Frontier El Dorado Refining LLC and Holly Energy Partners-Operating L.P.

(incorporated by reference to Exhibit 10.2 of HollyFrontier Corporation's Current Report on Form 8-K filed November 3, 2015, File No.

10.19 Amendment to Master Tolling Agreement (Refinery Assets), dated effective January 1, 2017, by and among HollyFrontier El Dorado Refining LLC, HollyFrontier Woods Cross Refining LLC, and Holly Energy Partners-Operating, L.P.

(incorporated by reference to Exhibit 10.7 of the HollyFrontier Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, File No.

10.20 Amended and Restated Master Tolling Agreement (Operating Assets), dated October 3, 2016, by and between HollyFrontier El Dorado Refining LLC, HollyFrontier Woods Cross Refining LLC, Holly Energy Partners - Operating L.P., HollyFrontier Corporation and Holly Energy Partners, L.P.

(incorporated by reference to Exhibit 10.2 of HollyFrontier Corporation's Current Report on Form 8-K filed October 4, 2016, File No.

10.21 Amendment to Amended and Restated Master Tolling Agreement (Operating Assets), dated effective January 1, 2017, by and among HollyFrontier El Dorado Refining LLC, HollyFrontier Woods Cross Refining LLC, and Holly Energy Partners-Operating, L.P.

(incorporated by reference to Exhibit 10.6 of the HollyFrontier Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, File No.

10.22 Second Amendment to Amended and Restated Master Tolling Agreement (Operating Assets), dated effective October 29, 2018, by and between HollyFrontier El Dorado Refining LLC, HollyFrontier Woods Cross Refining LLC and Holly Energy Partners - Operating L.P.

(incorporated by reference to Exhibit 10.7 of HollyFrontier Corporation's Current Report on Form 8-K filed November 1, 2018, File No.

10.23 Pipeline Deficiency Agreement, dated August 8, 2016, by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners - Operating, L.P.

(incorporated by reference to Exhibit 10.5 of HollyFrontier Corporation's Current Report on Form 8-K filed August 10, 2016, File No.

10.24 Construction Payment Agreement, dated October 29, 2018, effective December 13, 2017, by and among HEP Tulsa, LLC and HollyFrontier Refining & Marketing LLC (incorporated by reference to Exhibit 10.3 of HollyFrontier Corporation's Current Report on Form 8-K filed November 1, 2018, File No.

10.25 Services Agreement, entered into as of February 8, 2021, effective as of January 1, 2021, by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners – Operating, L.P.

(incorporated by reference to Exhibit 10.3 of HollyFrontier Corporation's Current Report on Form 8-K filed February 11, 2021, File No.

10.26 Asset Lease Agreement, entered into as of February 8, 2021, effective as of January 1, 2021, by and between Cheyenne Logistics LLC and Cheyenne Renewable Diesel Company LLC (incorporated by reference to Exhibit 10.4 of HollyFrontier Corporation's Current Report on Form 8-K filed February 11, 2021, File No.

10.27 Letter Agreement entered into on February 8, 2021, effective as of January 1, 2021, by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners – Operating, L.P.

(incorporated by reference to Exhibit 10.2 of HollyFrontier Corporation's Current Report on Form 8-K filed February 11, 2021, File No.

10.4¥ Amendment No.

2 to Third Amended and Restated Credit Agreement, dated August 15, 2022, among Holly Energy Partners, L.P., as borrower, certain of its affiliates, as guarantors, Wells Fargo Bank, National Association, as administrative agent, an issuing bank and a lender, and certain other lenders party thereto (incorporated by reference to Exhibit 10.1 of Holly Energy Partners, L.P.’s Current Report on Form 10-Q for the quarterly period ended September 30, 2022, File No.

10.5¥ Amendment No.

3 to Third Amended and Restated Credit Agreement, dated as of December 1, 2023, by and among Holly Energy Partners, LP., as borrower, HF Sinclair Corporation, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent and an issuing bank, and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed December 1, 2023, File No.

10.6 Parent Guaranty Agreement, dated December 1, 2023, by and among HF Sinclair Corporation, as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K filed December 1, 2023, File No.

Stockholders Agreement, dated as of August 2, 2021, by and among Hippo Parent Corporation, The Sinclair Companies, and the stockholders set forth on Schedule I thereto, as may be amended from time to time (incorporated by reference to Exhibit 10.1 of HollyFrontier Corporation's Current Report on Form 8-K filed August 3, 2021, File No.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

10.29 Stock Purchase Agreement, dated as of November 10, 2022, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed November 14, 2022, File No.

10.8 Unitholders Agreement, dated as of August 2, 2021, by and among Holly Energy Partners, L.P., Holly Logistic Services, L.L.C., Navajo Pipeline Co., L.P., The Sinclair Companies, and the unitholders set forth on Schedule I thereto, as may be amended from time to time (incorporated by reference to Exhibit 10.1 of Holly Energy Partners, L.P.’s Current Report on Form 8-K filed August 3, 2021, File No.

10.9 Stock Purchase Agreement, dated as of February 8, 2024, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed February 9, 2024, File No.

10.10 Stock Purchase Agreement, dated as of January 3, 2024, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed January 4, 2024, File No.

10.11 Stock Purchase Agreement, dated as of December 18, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed December 19, 2023, File No.

10.12 Stock Purchase Agreement, dated as of October 17, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed October 18, 2023, File No.

10.13 Stock Purchase Agreement, dated as of September 8, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed September 11, 2023, File No.

10.32 Stock Purchase Agreement, dated as of September 20, 2022, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed September 22, 2022, File No.

10.14 Stock Purchase Agreement, dated as of August 22, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed August 23, 2023, File No.

10.34 Stock Purchase Agreement, dated as of August 15, 2022, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed August 16, 2022, File No.

10.35 Stock Purchase Agreement, dated as of August 10, 2022, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed August 11, 2022, File No.

10.15 Stock Purchase Agreement, dated as of July 28, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed July 31, 2023, File No.

10.16 Stock Purchase Agreement, dated as of March 2, 2023, by and among HF Sinclair Corporation and REH Company (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed March 3, 2023, File No.

Escrow Agreement, dated as of March 14, 2022, by and among The Sinclair Companies, HF Sinclair Corporation (f/k/a Hippo Parent Corporation), and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 of Registrant’s Schedule 13D filed March 24, 2022, File No.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

10.18 Transition Services Agreement, dated as of March 14, 2022, between HF Sinclair Corporation (f/k/a Hippo Parent Corporation), and The Sinclair Companies (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K/A filed March 16, 2022, File No.

10.19 Assignment and Assumption Agreement entered into and effective as of March 14, 2022, by and between HollyFrontier Corporation and HF Sinclair Corporation (incorporated by reference to Exhibit 10.4 of Registrant’s Current Report on Form 8-K12B filed March 14, 2022, File No.

10.39+ Mutual Separation Agreement and Release of Claims by and among HF Sinclair Corporation, HollyFrontier Corporation, Holly Logistic Services, L.L.C., HollyFrontier Payroll Services, Inc., and Holly Energy Partners, L.P., on behalf of themselves and their respective parents, subsidiaries and affiliates and Richard Voliva, dated September 15, 2022 (incorporated by reference to Exhibit 10.9 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, File No.

10.40+ Retirement Agreement and Release between HF Sinclair Corporation, HollyFrontier Refining & Marketing LLC, HollyFrontier Renewables Holding Company LLC and HollyFrontier Payroll Services, Inc.

and Thomas G.

Creery dated July 24, 2022 (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, File No.

10.41+ Amendment to Retirement Agreement and Release between HF Sinclair Corporation, HF Sinclair Refining & Marketing LLC, HF Sinclair Renewables Holding Company LLC and HF Sinclair Payroll Services, Inc.

and Thomas G.

Creery dated January 30, 2023 (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed January 30, 2023, File No.

10.20+ Letter Agreement between HF Sinclair Corporation and Michael C.

3 unchanged sentences

Jennings dated February 15, 2023 (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed February 15, 2023, File No.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

10.44+ HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (formerly named the HollyFrontier Corporation Long-Term Incentive Compensation Plan) (incorporated by reference to Exhibit 10.4 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2008, File No.

10.45+ First Amendment to HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (formerly named the HollyFrontier Corporation Long-Term Incentive Compensation Plan) (incorporated by reference to Exhibit 10.5 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2008, File No.

10.46+ Second Amendment to HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (formerly named the HollyFrontier Corporation Long-Term Incentive Compensation Plan) (incorporated by reference to Exhibit 10.1 of HollyFrontier Corporation's Current Report on Form 8-K filed May 18, 2011, File No.

10.47+ Third Amendment to HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (formerly named the HollyFrontier Corporation Long-Term Incentive Compensation Plan) (incorporated by reference to Exhibit 4.6 of HollyFrontier Corporation's Registration Statement on Form S-8 filed November 9, 2012, File No.

10.48+ Fourth Amendment to HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (formerly named the HollyFrontier Corporation Long-Term Incentive Compensation Plan) (incorporated by reference to Exhibit 10.2 of HollyFrontier Corporation's Current Report on Form 8-K filed May 15, 2015, File No.

10.49+ Fifth Amendment to HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (formerly named the HollyFrontier Corporation Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.1 of HollyFrontier Corporation's Current Report on Form 8-K filed May 16, 2016, File No.

10.50+ Sixth Amendment to HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (formerly named the HollyFrontier Corporation Long-Term Incentive Compensation Plan) (incorporated by reference to Exhibit 99.8 of Registrant’s Registration Statement on Form S-8 filed March 21, 2022, File No.

10.22+ HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (formerly named the HollyFrontier Corporation 2020 Long Term Incentive Plan) (incorporated by reference to Exhibit 99.1 of Registrant’s Registration Statement on Form S-8 filed March 21, 2022, File No.

10.52+ HF Sinclair Corporation 2007 Long-Term Incentive Plan UK Sub-Plan (formerly named the HollyFrontier Corporation Long-Term Incentive Plan UK Sub-Plan) (incorporated by reference to Exhibit 10.11 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.23+ Amendment No.

1 to the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (incorporated by reference to Exhibit 4.4 of Registrant’s Registration Statement on Form S-8 filed December 4, 2023, File No.

10.24+ HF Sinclair Corporation 2020 Long-Term Incentive Plan Sub-Plan for UK Employees (formerly named the HollyFrontier Corporation 2020 Long-Term Incentive Plan Sub-Plan for UK Employees) (incorporated by reference to Exhibit 10.12 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.25+ HF Sinclair Corporation Employee Form of Change in Control Agreement (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.55+ Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.3 of HollyFrontier Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No.

10.26+ Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.47 of HollyFrontier Corporation’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, File No.

10.57+ Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.47 of HollyFrontier Corporation’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, File No.

10.27+ Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.13 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.28+ Form of Performance Share Unit Agreement.

10.60+* Form of Restricted Stock Unit Agreement (for non-employee directors).

10.61+* Form of Notice of Grant of Restricted Stock Unit Agreement (for non-employee directors).

10.62+ Form of Restricted Stock Unit Agreement (for employees) (incorporated by reference to Exhibit 10.2 of HollyFrontier Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

10.63+ Form of Restricted Stock Unit Agreement (for employees) (incorporated by reference to Exhibit 10.49 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2020, File No.

10.64+ Form of Notice of Grant of Restricted Stock Units (for employees) (incorporated by reference to Exhibit 10.50 of HollyFrontier Corporation’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020, File No.

(incorporated by reference to Exhibit 10.59 of Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022, File No.

10.29+ Form of Restricted Stock Units (for employees) (incorporated by reference to Exhibit 10.16 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.30+ Form of Notice of Grant of Restricted Stock Units (for employees) (incorporated by reference to Exhibit 10.17 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.67+* Form of Restricted Stock Unit Agreement (for employees).

10.68+* Form of Notice of Grant of Restricted Stock Units (for employees).

10.31+ Form of Restricted Stock Unit Agreement (for employees) (incorporated by reference to Exhibit 10.67 of Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022, File No.

10.32+ Form of Notice of Grant of Restricted Stock Units (for employees) (incorporated by reference to Exhibit 10.68 of Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022, File No.

10.33+ Form of Restricted Stock Unit Agreement (for employees) (incorporated by reference to Exhibit 10.55 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, File No.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

10.34+ Form of Notice of Grant of Restricted Stock Unit (for employees) (incorporated by reference to Exhibit 10.56 of HollyFrontier Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, File No.

10.71+* HF Sinclair Corporation Executive Nonqualified Deferred Compensation Plan (formerly the HollyFrontier Corporation Executive Nonqualified Deferred Compensation Plan).

10.72+* HF Sinclair Corporation Director’s Stock Compensation Deferral Plan (formerly the HollyFrontier Corporation Director's Stock Compensation Deferral Plan).

10.35+ HF Sinclair Corporation Executive Nonqualified Deferred Compensation Plan (formerly the HollyFrontier Corporation Executive Nonqualified Deferred Compensation Plan) (incorporated by reference to Exhibit 10.71 of Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022, File No.

10.36+ HF Sinclair Corporation Director’s Stock Compensation Deferral Plan (formerly the HollyFrontier Corporation Director's Stock Compensation Deferral Plan) (incorporated by reference to Exhibit 10.72 of Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022, File No.

10.37+ HF Sinclair Corporation Form of Indemnification Agreement to be entered into with officers and directors of HF Sinclair Corporation and its subsidiaries (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.38 HF Sinclair Corporation Severance Pay Plan and Summary Plan Description and Form of Participation Agreement, dated as of November 8, 2022 (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed November 9, 2022, File No.

10.39+* Form of Restricted Stock Unit Agreement (for non-employee directors).

10.40+* Form of Notice of Grant of Restricted Stock Units (for non-employee directors).

10.41+* Form of Performance Share Unit Agreement.

10.42+* Form of Restricted Stock Unit Agreement (for employees).

10.43+* Form of Grant of Restricted Stock Units (for employees).

21.1* Subsidiaries of Registrant .

4 unchanged sentences

32.2** Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

HF SINCLAIR CORPORATION

INDEX TO EXHIBITS

Exhibit Number Description

97.1* HF Sinclair Corporation Mandatory Clawback Policy, adopted as of December 1, 2023.

101++ The following financial information from Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2023, formatted as inline XBRL (Inline Extensible Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to the Consolidated Financial Statements.

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to the Consolidated Financial Statements.

The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

6 unchanged sentences

The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.

¥ Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.

HF SINCLAIR CORPORATION

1 unchanged sentence

HF SINCLAIR CORPORATION

February 28, 2023 /s/ Michael C.

Chief Executive Officer

February 21, 2024 /s/ Timothy Go

Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the date indicated.

Signature Capacity Date

/s/ Michael C.

Jennings Chief Executive Officer and February 28, 2023

/s/ Timothy Go Chief Executive Officer, February 21, 2024

Timothy Go President and Director

/s/ Atanas H.

17 unchanged sentences

Hardy Director February 21, 2024

/s/ Jeanne M.

Johns Director February 21, 2024

Craig Knocke Director February 21, 2024

5 unchanged sentences

Szydlowski Director February 21, 2024

/s/ Timothy Go Director, President and February 28, 2023

Timothy Go Chief Operating Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures