DINO

HF Sinclair Corp

NYSE · INDUSTRIALS · PIPE LINES (NO NATURAL GAS)

125.57

+0.26 +0.21%

USD · close Oct 21

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FLAG · shorts 8

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1 / 15

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Calls on record

nobody we score has called it yet

MKT CAP $22.3BP/E 11.9DIV YIELD 1.59%FCF YIELD 10.36%REV TTM $31.2B −36.2%NET INCOME $1.9BNET DEBT $510M52W 45.88 – 128.23SEC XBRL · TTM TO Invalid Date

How DINO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

44%

of sentences unchanged

Added

248

new sentences

Dropped

220

sentences removed

Length

+660

words, now 21,899

New in FY2025

You should carefully consider all information in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis section and the financial statements and related notes, prior to investing in our common stock.
These risks and uncertainties include, but are not limited to, the following: Risks Related to our Business/Industry • The prices of crude oil, renewable feedstocks, refined, finished lubricant and renewable diesel products materially affect our operating results and are dependent upon many factors that are beyond our control. • Our operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks for which we may not be adequately insured. • A disruption to or proration of the product distribution systems or manufacturing facilities we utilize could negatively impact our profitability. • A material decrease in the supply, or a material increase in the price, of crude oil, renewable feedstocks or other raw materials or equipment available to our refineries and other facilities could significantly reduce our production levels and negatively affect our operations. • To successfully operate our facilities, we are required to expend significant amounts for capital outlays and operating expenditures.
A shortage of skilled labor may make it difficult for us to maintain labor productivity. • In the most recent reporting cycle, we reviewed certain issues relating to our disclosure processes that had the potential to impair our ability to make appropriate and timely disclosure decisions.
In the event of any failure of the Company to accurately report our financial results or to maintain effective internal control over financial reporting or disclosure controls and procedures, investors could lose confidence in our financial and other public reporting, which could have a material adverse effect. • A portion of our workforce is unionized, and any disruptions in our labor force or adverse employee relations could adversely affect our business. • Acquisitions involve numerous risks, any of which could adversely affect us. • Certain of our facilities, pipelines and assets are located on or adjacent to Native American tribal lands or on other lands that we do not own.
Our operations are subject to potentially disruptive activity by those concerned with our industry. • General economic conditions may adversely affect our business, operating results and financial condition. • An impairment of our goodwill or assets could reduce our earnings or negatively impact our financial condition and results of operations. • We sell many of our lubricants and specialties products through distributors, which presents risks that could adversely affect our operating results. • The market price of our common stock may fluctuate significantly, and the value of a stockholder’s investment could be impacted.
Table of Content s Risks Related to Government Regulation • We are subject to significant regulation and oversight by governmental agencies. • We incur significant costs and liabilities, and expect to incur additional costs and liabilities in the future, resulting from compliance with existing, new and changing environmental, health and safety laws and regulations, and we face potential exposure for environmental matters. • We may incur significant costs and liabilities resulting from the performance of pipeline integrity programs and related repairs. • There are various risks associated with GHGs and climate change that could result in increased operating and compliance costs, increased litigation and reduced demand for the refined products we produce and investment in our industry. • Evolving attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities. • Compliance with, or developments with respect to, renewable and low-carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations. • Increases in required fuel economy and regulation of GHG emissions from motor vehicles may reduce demand for petroleum-based transportation fuels. • State regulation of petroleum product markets and reporting requirements could adversely impact our business, costs of operation and financial results. • Physical or transitional risks of climate change could have an adverse effect on our financial condition and results of operations. • Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows.
Risks Related to Cybersecurity, Data Security and Privacy, Information Technology and Intellectual Property • Our information technology systems, operational systems, security systems, infrastructure, communications networks, software integrated in our manufacturing and administrative processes, and customer data processed by us, third-party vendors or suppliers are subject to risks presented by cyber events, including incidents or breaches of security. • We may be subject to information and operational technology system failures, communications network disruptions and data breaches that are generally beyond our control. • Our business is subject to complex and evolving global laws, regulations and security standards regarding data privacy, cybersecurity and data protection, which could result in claims or increased costs of operations, or other harm to our business. • We may be unable to adequately maintain, enforce and protect our intellectual property and may not be able to prevent third parties from unauthorized access or use of our intellectual property, which may increase our cost of doing business or otherwise hurt our ability to compete in the market. • If we fail to comply with our obligations under license or technology agreements with third parties or are unable to license rights to use technologies on reasonable terms or at all, we may be required to pay damages or could potentially lose license rights that are critical to our business.
Risks Related to Liquidity, Financial Instruments and Credit • Changes in our credit profile, or a significant increase in the price of crude oil, may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity and limit our ability to purchase sufficient quantities of crude oil to operate our refineries at desired capacity. • We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the credit and capital markets.
If any of the following risks were to actually occur, our business, financial condition and results of operations could be materially and adversely affected.
Table of Content s RISKS RELATED TO OUR BUSINESS/INDUSTRY The prices of crude oil, renewable feedstocks, refined, finished lubricant and renewable diesel products materially affect our operating results and are dependent upon many factors that are beyond our control, including general market demand and economic conditions, seasonal and weather-related factors, regional and grade differentials and governmental regulations and policies.
Developments in the global oil markets, such as actual or potential hostilities or other conflicts in oil producing areas, including uncertainty regarding the effects and durations of global hostilities, war or any associated military campaigns, and worldwide demand for crude oil, particularly in developing countries, can affect the prices of crude oil and result in inflated energy prices.
Additionally, due to the seasonality of refined and renewable products markets and refinery maintenance schedules, results of operations for any particular quarter of a fiscal year are not necessarily indicative of results for the full year and can vary year to year in the event of unseasonably cool weather in the summer months and/or unseasonably warm weather in the winter months in the markets in which we sell our products.
Table of Content s Our operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks for which we may not be adequately insured.
Our operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks such as natural disasters, adverse weather, accidents, maritime disasters or casualties (including those involving marine vessels/terminals), fires, explosions, hazardous materials releases or spills, terrorist attacks or cyberattacks, vandalism, power failures, mechanical failures and other events beyond our control, and we have experienced certain of these events in the past.
These events could result in an injury or loss of life, and have in the past and could in the future result in property damage or destruction, or curtailment of or an interruption in our operations and may affect our ability to meet customer commitments.
There can be no assurance that insurance will cover all or any damages, losses or expenses resulting from these types of hazards.
If any of our facilities were to experience an interruption in operations, our earnings could be materially adversely affected (to the extent not recoverable through insurance).
A disruption to or proration of the product distribution systems or manufacturing facilities we utilize could negatively impact our profitability.
The key third-party pipeline systems utilized by the Casper, El Dorado, Navajo, Parco, Puget Sound, Woods Cross, and Tulsa refineries and Cheyenne renewables facility are ONEOK (RMPS), NuStar Energy ONEOK, SFPP, Pioneer, Olympic, MPLX, ONEOK and Pioneer, respectively.
If these key pipelines or their associated tanks and terminals become inoperative or decrease the capacity available to us due to testing, line repair, reduced operating pressures, catastrophic events, terrorist attacks or cyberattacks, vandalism or other causes, we may not be able to sell our product, or we may be required to hold our product in inventory or supply products to our customers through an alternative pipeline or by rail or additional tanker trucks from the refinery, all of which could increase our costs and result in a decline in profitability.
We take steps to mitigate this risk, including through business continuity and contingency planning and procuring property insurance (including resulting business interruption) and casualty insurance.
Table of Content s A material decrease in the supply, or a material increase in the price, of crude oil, renewable feedstocks or other raw materials or equipment available to our refineries and other facilities could significantly reduce our production levels and negatively affect our operations.
A material decrease in crude oil production from the fields that supply our refineries, as a result of depressed commodity prices, decreased demand, lack of drilling activity, natural production declines, governmental regulations, including travel bans and restrictions, quarantines, shelter-in-place orders, and shutdowns, catastrophic events or other factors, could result in a decline in the volume of crude oil available to our refineries.
It is also common in the refining industry for a facility to have a sole, dedicated source for its utilities, such as steam, electricity, hydrogen, water and gas.
Our Artesia RDU and Sinclair RDU are co-located with the Navajo Refineries and Parco Refinery, respectively, and their operations are dependent upon certain shared infrastructure at the co-located facilities.
For example, the hydrogen plants at the Navajo Refineries and Parco Refinery support both refinery and renewable diesel operations.
As a result, any disruption that negatively impacts, or causes a shutdown of, shared infrastructure at the co-located facilities could result in lost production and have a material adverse effect on earnings for both refinery and renewable diesel operations at the co-located facility.
Table of Content s To successfully operate our facilities, we are required to expend significant amounts for capital outlays and operating expenditures.
One or more of the units may require unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled turnarounds for such units.
For example, in the third quarter of 2020, we ceased refining operations at the Cheyenne, Wyoming refinery (the “Cheyenne Refinery”) due, in part, to uncompetitive operating and maintenance costs for the refinery.
The construction process involves numerous regulatory, environmental, political, and legal uncertainties, most of which are not fully within our control, including: • third-party challenges to, denials, adverse modification, or delays with respect to the issuance of requisite regulatory approvals and/or obtaining or renewing permits, licenses, registrations and other authorizations; • societal and political pressures and other forms of opposition; • compliance with or liability under environmental or pipeline safety regulations; • unplanned increases in the cost of construction materials or labor; • disruptions in transportation of modular components and/or construction materials; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; and/or • nonperformance or force majeure by, or disputes with, vendors, suppliers, contractors, or subcontractors involved with a project.
If we are unable to complete capital projects at their expected costs or in a timely manner, our financial condition, results of operations, or cash flows could be materially and adversely affected.
In addition, we expect to execute turnarounds at a number of our refineries in 2026, which involve numerous risks and uncertainties, including delays and incurrence of additional and unforeseen costs.
Because of their geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, obtain crude oil in times of shortage, transition to upgraded systems and bear the economic risks inherent in all areas of the refining industry.
Table of Content s We are not engaged in petroleum exploration and production activities and do not produce any of the crude oil feedstocks used at our refineries.
Though we license our brand, as of December 31, 2025, we do not currently own or operate retail outlets and therefore are dependent upon others for outlets for our refined products.
Our efforts to respond to changes in consumer demand in a timely and cost-efficient manner to drive growth could be adversely affected by unfavorable margins or difficulties or delays in product development or service innovation, including the inability to identify viable new products, successfully complete research and development, obtain regulatory approvals, obtain intellectual property protection or gain market acceptance of new products or service techniques.
Our business is subject to the risks of international operations.
Our Petro-Canada Lubricants and Sonneborn businesses expanded our operations and product exports to over 80 countries and increased our exposure to foreign exchange risks.
In addition, compliance with applicable U.S. and foreign laws and regulations, such as import and export requirements, tariffs, economic or trade sanctions, anti-corruption laws, data privacy regulations and foreign exchange controls and cash repatriation restrictions, environmental laws, labor laws and anti-competition regulations, increase the cost of doing business in foreign jurisdictions.

and 208 more.

Gone since FY2024

You should carefully consider all information in this Annual Report on Form 10-K, including the Management’s Discussion & Analysis section and the financial statements and related notes, prior to investing in our common stock.
These risks and uncertainties include, but are not limited to, the following: Risks Related to our Business/Industry • The prices of crude oil, renewable feedstocks and refined, finished lubricant and renewable diesel products materially affect our operating results, and are dependent upon many factors that are beyond our control. • Our operations are subject to catastrophic losses, operational hazards and unforeseen interruptions and other disruptive risks for which we may not be adequately insured. • A disruption to or proration of the product distribution systems or manufacturing facilities we utilize could negatively impact our profitability. • A material decrease in the supply, or a material increase in the price, of crude oil, renewable feedstocks or other raw materials or equipment available to our refineries and other facilities could significantly reduce our production levels and negatively affect our operations. • To successfully operate our facilities, we are required to expend significant amounts for capital outlays and operating expenditures.
A shortage of skilled labor may make it difficult for us to maintain labor productivity. • A portion of our workforce is unionized, and any disruptions in our labor force or adverse employee relations could adversely affect our business. • Acquisitions involve numerous risks, any of which could adversely affect us. • Certain of our facilities, pipelines and assets are located on or adjacent to Native American tribal lands or on other lands which we do not own.
Table of Content s • General economic conditions may adversely affect our business, operating results and financial condition. • An impairment of our goodwill or assets could reduce our earnings or negatively impact our financial condition and results of operations. • We sell many of our lubricants and specialties products through distributors, which presents risks that could adversely affect our operating results. • The market price of our common stock may fluctuate significantly, and the value of a stockholder’s investment could be impacted. • REH Company became a significant holder of our common stock following the completion of the Sinclair Transactions.
Risks Related to Government Regulation • We are subject to significant regulation and oversight by governmental agencies. • We incur significant costs and liabilities, and expect to incur additional costs and liabilities in the future, resulting from compliance with existing, new and changing environmental, health and safety laws and regulations, and face potential exposure for environmental matters. • We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs. • There are various risks associated with GHGs and climate change that could result in increased operating costs, compliance costs and litigation and reduced demand for the refined products we produce and investment in our industry. • Increasing attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities. • Compliance with, or developments with respect to, renewable and low carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations. • Increases in required fuel economy and regulation of GHG emissions from motor vehicles may reduce demand for petroleum-based transportation fuels. • State regulation of petroleum product markets and reporting requirements could adversely impact our business, costs of operation and financial results. • Physical or transitional risks of climate change could have an adverse effect on our financial condition and results of operations. • Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows.
Risks Related to Cybersecurity, Data Security and Privacy, Information Technology and Intellectual Property • Our information technology systems, operational systems, security systems, infrastructure, communications networks, software integrated in our manufacturing and administrative processes, and customer data processed by us, third-party vendors or suppliers are subject to risks presented by cyber events, including incidents or breaches of security. • We may be subject to information technology system failures, communications network disruptions and data breaches that are generally beyond our control. • Our business is subject to complex and evolving global laws, regulations and security standards regarding data privacy, cybersecurity and data protection, which could result in claims or increased cost of operations, or other harm to our business. • We may be unable to adequately maintain, enforce and protect our intellectual property and may not be able to prevent third parties from unauthorized access or use of our intellectual property, which may increase our cost of doing business or otherwise hurt our ability to compete in the market. • If we fail to comply with our obligations under license or technology agreements with third parties or are unable to license rights to use technologies on reasonable terms or at all, we may be required to pay damages or could potentially lose license rights that are critical to our business.
Table of Content s Risks Related to Liquidity, Financial Instruments and Credit • Changes in our credit profile, or a significant increase in the price of crude oil, may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity and limit our ability to purchase sufficient quantities of crude oil to operate our refineries at desired capacity. • We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the credit and capital markets.
If any of the following risks were to actually occur, our business, financial condition, results of operations could be materially and adversely affected.
RISKS RELATED TO OUR BUSINESS/INDUSTRY The prices of crude oil, renewable feedstocks and refined, finished lubricant and renewable diesel products materially affect our operating results, and are dependent upon many factors that are beyond our control, including general market demand and economic conditions, seasonal and weather-related factors, regional and grade differentials and governmental regulations and policies.
Developments in the global oil markets, such as actual or potential hostilities or other conflicts in oil producing areas, including shipping disruptions in the Red Sea, the Israel-Gaza and Hezbollah conflict and the Russia-Ukraine war, and worldwide demand for crude oil, particularly in developing countries, can affect the prices of crude oil and result in inflated energy prices.
Table of Content s Additionally, due to the seasonality of refined and renewable products markets and refinery maintenance schedules, results of operations for any particular quarter of a fiscal year are not necessarily indicative of results for the full year and can vary year to year in the event of unseasonably cool weather in the summer months and/or unseasonably warm weather in the winter months in the markets in which we sell our products.
Our operations are subject to catastrophic losses, operational hazards and unforeseen interruptions and other disruptive risks for which we may not be adequately insured.
Our operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks such as natural disasters, adverse weather, accidents, maritime disasters or casualties (including those involving marine vessels/terminals), fires, explosions, hazardous materials releases or spills (such as the release of crude oil on the Osage Pipeline in July 2022), terror or cyberattacks, vandalism, power failures, mechanical failures and other events beyond our control, and we have experienced certain of these events in the past.
These events could result in an injury or loss of life, and have in the past and could in the future result in property damage or destruction, or curtailment or an interruption in our operations and may affect our ability to meet customer commitments.
There can be no assurance that insurance will cover all or any damages and losses resulting from these types of hazards.
If any of our facilities were to experience an interruption in operations, our earnings could be materially adversely affected (to the extent not recoverable through insurance) because of lost production and repair costs.
Table of Content s A disruption to or proration of the product distribution systems or manufacturing facilities we utilize could negatively impact our profitability.
The key third party pipeline systems utilized by the Casper, El Dorado, Navajo, Parco, Puget Sound, Woods Cross, and Tulsa Refineries and Cheyenne renewables facility are Magellan (RMPS), NuStar Energy Magellan (Mid-Con), SFPP, Pioneer, Olympic, MPLX, Magellan (Mid-Con) and Pioneer, respectively.
If these key pipelines or their associated tanks and terminals become inoperative or decrease the capacity available to us due to testing, line repair, reduced operating pressures, catastrophic events, terror or cyberattacks, vandalism or other causes, we may not be able to sell our product, or we may be required to hold our product in inventory or supply products to our customers through an alternative pipeline or by rail or additional tanker trucks from the refinery, all of which could increase our costs and result in a decline in profitability.
We take steps to mitigate this risk, including business continuity and contingency planning and procuring property insurance (including resulting business interruption) and casualty insurance.
A material decrease in the supply, or a material increase in the price, of crude oil, renewable feedstocks or other raw materials or equipment available to our refineries and other facilities could significantly reduce our production levels and negatively affect our operations.
A material decrease in crude oil production from the fields that supply our refineries, as a result of depressed commodity prices, decreased demand, lack of drilling activity, natural production declines, governmental regulations, including travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, catastrophic events or otherwise, could result in a decline in the volume of crude oil available to our refineries.
Table of Content s It is also common in the refining industry for a facility to have a sole, dedicated source for its utilities, such as steam, electricity, hydrogen, water and gas.
Our Artesia RDU and Sinclair RDU are co-located with the Navajo Refinery and Parco Refinery, respectively, and their operations are dependent upon certain shared infrastructure at the co-located facilities.
For example, the hydrogen plants at the Navajo Refinery and Parco Refinery support both refinery and renewable diesel operations.
As a result, any disruption that negatively impacts, or causes a shut down of, shared infrastructure at the co-located facilities could result in lost production and have a material adverse effect on earnings for both refinery and renewable diesel operations at the co-located facility.
To successfully operate our facilities, we are required to expend significant amounts for capital outlays and operating expenditures.
One or more of the units may require unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled turnaround for such units.
For example, in the third quarter of 2020, we ceased refining operations at our Cheyenne Refinery due, in part, to uncompetitive operating and maintenance costs for the refinery.
The construction process involves numerous regulatory, environmental, political, and legal uncertainties, most of which are not fully within our control, including: • third party challenges to, denials, or delays with respect to the issuance of requisite regulatory approvals and/or obtaining or renewing permits, licenses, registrations and other authorizations; • societal and political pressures and other forms of opposition; • compliance with or liability under environmental or pipeline safety regulations; • unplanned increases in the cost of construction materials or labor; • disruptions in transportation of modular components and/or construction materials; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; and/or • nonperformance or force majeure by, or disputes with, vendors, suppliers, contractors, or sub-contractors involved with a project.
Table of Content s If we are unable to complete capital projects at their expected costs or in a timely manner, our financial condition, results of operations, or cash flows could be materially and adversely affected.
In addition, we expect to execute turnarounds at a number of our refineries in 2025, which involve numerous risks and uncertainties, including delays and incurrence of additional and unforeseen costs.
Because of their geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, to obtain crude oil in times of shortage and to bear the economic risks inherent in all areas of the refining industry.
We are not engaged in petroleum exploration and production activities and do not produce any of the crude oil feedstocks used at our refineries.
Though we license our brand, we do not currently own or operate retail outlets at this time and therefore are dependent upon others for outlets for our refined products.
Our efforts to respond to changes in consumer demand in a timely and cost-efficient manner to drive growth could be adversely affected by unfavorable margins or difficulties or delays in product development and service innovation, including the inability to identify viable new products, successfully complete research and development, obtain regulatory approvals, obtain intellectual property protection or gain market acceptance of new products or service techniques.
Table of Content s Our business is subject to the risks of international operations.
Our acquisitions of the Petro-Canada Lubricants and Sonneborn businesses expanded our operations and sales to over 80 countries and increased our exposure to foreign exchange risks.
In addition, compliance with applicable U.S. and foreign laws and regulations, such as import and export requirements, economic or trade sanctions, anti-corruption laws, data privacy regulations and foreign exchange controls and cash repatriation restrictions, environmental laws, labor laws and anti-competition regulations, increase the cost of doing business in foreign jurisdictions.
Violations of these laws and regulations could materially adversely affect our company’s brand, reputation, international growth efforts and business.

and 180 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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