DINO HF Sinclair Corporation

As filed with the Securities and Exchange Commission on December 4, 2023

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HF Sinclair Corporation

(Exact name of registrant as specified in its charter)

HF SINCLAIR CORPORATION

AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN

(Full title of the plan)

Vaishali S. Bhatia

Executive Vice President, General Counsel, and Secretary

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

(Name and address of agent for service)

(214) 871-3555

(Telephone number, including area code, of agent for service)

Copies to:

Shane Tucker

Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3900

Dallas, Texas 75201

(214) 871-3555

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange 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 revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).  ☐

EXPLANATORY NOTE

On August 15, 2023, HF Sinclair Corporation (the “Registrant”) and Holly Energy Partners, L.P. (“HEP”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Holly Logistic Services, L.L.C., the general partner of HEP Logistics Holdings, L.P. (“HLH”); HLH, the general partner of HEP; Navajo Pipeline Co., L.P., an indirect wholly owned subsidiary of HF Sinclair (“HoldCo”); and Holly Apple Holdings LLC, a wholly owned subsidiary of HoldCo (“Merger Sub”); pursuant to which Merger Sub merged with and into HEP (the “Merger”), with HEP surviving as an indirect wholly-owned subsidiary of the Registrant. Pursuant to the Merger Agreement, and effective as of the effective time of the Merger, Registrant assumed the outstanding unused unit reserve under HEP’s Long-Term Incentive Plan (the “HEP Plan”) with each outstanding common unit representing a limited partner interest in HEP under the HEP Plan being converted into 0.315 shares of common stock, par value $0.01 per share, of the Registrant (the “Common Stock”).

The HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan was adopted in 2020 (the “Plan”). The Registrant is filing this Registration Statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 384,643 shares of Common Stock that may be issued pursuant to the Plan.

Except as otherwise set forth below, the contents of the registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on March 18, 2022 (File No. 333-263721), which registered the offer and sale of an aggregate of 7,379,469 shares of Common Stock under the Plan, is incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will send or give to all participants in the Plan the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on December 4, 2023.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on December 4, 2023. Each person whose signature appears below appoints Atanas H. Atanasov and Indira Agarwal, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Exhibit 4.4

FIRST AMENDMENT TO THE

HF SINCLAIR CORPORATION

AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN

This FIRST AMENDMENT (the “First Amendment”) to the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan, as amended from time to time (the “Plan”), is made by HF Sinclair Corporation (the “Company”).

WITNESSETH:

WHEREAS, on December 1, 2023, the Company completed a merger of Holly Energy Partners, L.P. (the “Partnership”) with a subsidiary of the Company, whereby the Partnership became a private, indirect and wholly owned subsidiary of the Company (the “Merger”);

WHEREAS, in connection with the Merger, all unissued common units representing limited partner interests of the Partnership that were previously approved for issuance pursuant to the Holly Energy Partners, L.P. Long-Term Incentive Plan, as amended (the “Partnership LTIP”), will be adjusted using the applicable exchange ratio for the Merger, and then assumed by the Company to be added to the share pool of the Plan (the “Additional Shares”);

WHEREAS, Section 10(f) of the Plan provides that the Company’s board of directors (the “Board”) may amend the Plan under certain circumstances; and

WHEREAS, the Board has determined that it is desirable to amend the Plan to reflect the addition of the Additional Shares to the Plan.

NOW, THEREFORE, BE IT RESOLVED, effective immediately following the closing of the Merger, that Section 4(a)(i) of the Plan shall be amended and restated in its entirety as follows:

“(i) 6,368,930 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares of upon the exercise of ISOs,”

RESOLVED FURTHER, that except as provided above, the Plan shall continue to read in the current state.

[Remainder of Page Intentionally Left Blank]

Exhibit 5.1

December 4, 2023

HF Sinclair Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as counsel for HF Sinclair Corporation, a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an additional 384,643 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on December 4, 2023, which Shares may be issued from time to time in accordance with the terms of the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations, and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof, and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

		December 4, 2023 Page 2

This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan of our reports dated February 28, 2023, with respect to the consolidated financial statements of HF Sinclair Corporation and the effectiveness of internal control over financial reporting of HF Sinclair Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Dallas, Texas

December 4, 2023

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

Registration Statement Under

The Securities Act Of 1933

(Form Type)

HF SINCLAIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities