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Commitment and Contingency Reserves
In the ordinary course of business, we may become party to legal, regulatory or administrative proceedings or governmental investigations, including environmental and other matters. Damages or penalties may be sought from us in some matters and certain matters may require years to resolve. While the outcome and impact of these proceedings and investigations on us cannot be predicted with certainty, based on the advice of counsel and information currently available to us, management believes that the resolution of these proceedings and investigations through settlement or adverse judgment will not have a material adverse effect, either individually or in the aggregate, on our financial condition, results of operations or cash flows.
The environmental proceedings are reported to comply with SEC regulations which require us to disclose proceedings arising under provisions regulating the discharge of materials into the environment or protecting the environment when a governmental authority is party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe could exceed $1 million or more.
Except as described below, there have been no material changes to the legal matters previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Environmental Matters
Renewable Fuel Standard
The EPA’s August 2025 decisions granting and denying various small refinery exemption (“SRE”) petitions for our Woods Cross, Cheyenne, Casper and Parco refineries for various compliance years from 2019 to 2024 remain under challenge in the U.S. Court of Appeals for the District of Columbia Circuit (the “DC Circuit”). Those cases have been consolidated with a separate challenge to the EPA’s November 2025 grant of SREs for our Tulsa East refinery, which we are defending as an intervenor. Our opening brief was filed with the DC Circuit in July 2026, and the EPA’s response brief is due in November 2026.
Separately, on April 7, 2026, the DC Circuit unanimously ruled in our favor regarding our Parco refinery’s 2024 SRE petition, vacating the EPA’s denial and remanding the matter to the EPA for reconsideration. The DC Circuit issued its mandate on April 24, 2026. After the EPA failed to issue a new decision within 90 days of the mandate, we filed an emergency motion on July 24, 2026, seeking enforcement of the mandate or, alternatively, a writ of mandamus compelling the EPA to issue a new decision on our Parco refinery’s 2024 SRE petition.
Each of these matters remain pending, and the potential impact cannot be estimated at this time.
Puget Sound
In our Annual Report on Form 10-K for the year ended December 31, 2025, we reported that HF Sinclair Puget Sound Refining LLC (“HFS Puget Sound”) has been engaged in discussions with, and has responded to document requests from, the Northwest Clean Air Agency, the EPA and the Department of Justice (collectively, the “PSR Matter Government Agencies”) regarding HFS Puget Sound’s compliance with the Clean Air Act, Emergency Planning and Community Right-to-Know Act and related regulations, and similar Washington state laws and regulations, at the Puget Sound refinery. In June 2026, the PSR Matter Government Agencies provided their response to HFS Puget Sound’s October 2024 counteroffer to the PSR Matter Government Agencies’ proposed injunctive relief terms. At this time, no penalties have been demanded, and it is too early to predict the outcome of this matter.
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