UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2026 (March 25, 2026)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2026, HF Sinclair Corporation (the “Company”) appointed Mr. Franklin Myers, age 73, as Chief Executive Officer and President of the Company on a temporary basis, effective as of February 17, 2026 (“Acting CEO”).
In connection with the foregoing, the Compensation Committee of the Board of Directors of the Company recommended, and the Board of Directors (the “Board”) approved, the following compensation arrangements for Mr. Myers: (i) a monthly cash stipend for qualifying business expenses in the amount of $9,000, commencing February 17, 2026 and prorated for any partial month of service, (ii) a one-time grant of restricted stock units, the grant date value of which shall equal approximately $105,000 (the “Initial RSU Grant”), and (iii) commencing in April 2026, on or around the 17th of each calendar month in which Mr. Myers serves as Acting CEO, a grant of restricted stock units, the grant date value of which shall equal approximately $105,000 (each, a “Follow-On RSU Grant” and, together with the Initial RSU Grant, the “RSU Grants”). The RSU Grants will be governed by the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan and the applicable individual restricted stock unit award agreements to be entered into between Mr. Myers and the Company, a form of which the Company has previously filed with the Securities and Exchange Commission. Mr. Myers is also entitled to participate in the Company’s employee benefit plans and programs.
Mr. Myers will not receive compensation for his continued Board service during the period in which he serves as Acting CEO. The Board will conduct a good-faith review of Mr. Myers’ compensation arrangements at least quarterly while he serves as Acting CEO.
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/ | Eric L. Nitcher | ||||||
| Eric L. Nitcher | ||||||||
| Executive Vice President, General Counsel | ||||||||
Date: March 31, 2026