HF SINCLAIR CORP Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K/A)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensation Arrangements of Certain

Officers.

On March 14, 2022, effective as of the HFC Merger (as defined in the Original Form 8-K), HollyFrontier Corporation ("HollyFrontier") assigned to the Company, and the Company assumed, all obligations of HollyFrontier under (a) all of HollyFrontier's employee, director, and executive compensation plans pursuant to which HollyFrontier is obligated to, or may, issue equity securities to its directors, officers, or employees, including any currently-effective amendments thereto and/or restatements thereof, including, but not limited to, the HollyFrontier Corporation Long-Term Incentive Compensation Plan, the HollyFrontier Corporation 2020 Incentive Plan, and the U.K. Sub-Plan adopted under both of the foregoing plans (collectively, the "LTIP Plans"), (b) HollyFrontier's equity-based award agreements, programs, notices, and/or similar agreements entered into or issued pursuant to the LTIP Plans, and each outstanding award granted or assumed thereunder (collectively, the "Award Agreements"), and (c) certain other change of control agreements between HollyFrontier and its directors, officers and employees (the "Change of Control Agreements" and, collectively with the LTIP Plans and the Award Agreements, the "Assumed Agreements"). Effective as of the HFC Merger, the LTIP Plans were amended and restated solely to change references to HollyFrontier Corporation to HF Sinclair Corporation and to change references to HollyFrontier Common Stock to HF Sinclair Common Stock. In addition, each of the Change in Control Agreements was automatically deemed to be amended as necessary to provide that references to HollyFrontier Corporation in each such Change of Control Agreement will be read to refer to HF Sinclair Corporation and references to HollyFrontier Common Stock in such Assumed Agreement will be read to refer to HF Sinclair Common Stock. As the amendments are not material, the amended and restated LTIP Plans and the form of Change of Control Agreement will be filed as exhibits with HF Sinclair's next quarterly report.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Audited combined consolidated financial statements of Hippo Holding, LLC and Sinclair Transportation Company and their subsidiaries comprised of the combined consolidated balance sheets as of December 31, 2021 and 2020, and the related combined consolidated statements of income, changes in parent's net investment, and cash flows for the years ended December 31, 2021 and 2020 are included as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company for and as of the year ended December 31, 2021, and the notes related thereto, are included as Exhibit 99.2 hereto and incorporated herein by reference.

(d) Exhibits.



Exhibit
  No.                                    Description

10.1†         Transition Services Agreement, dated as of March 14, 2022, between
            HF Sinclair ( f/k/a Hippo Parent Corporation), and The Sinclair
            Companies.

23.1*         Consent of KPMG LLP, Independent Auditor.

99.1*         Audited combined consolidated financial statements of Hippo Holding,
            LLC and Sinclair Transportation Company and their subsidiaries
            comprised of the combined consolidated balance sheets as of
            December 31, 2021 and 2020, and the related combined consolidated
            statements of income, changes in parent's net investment, and cash
            flows for the years ended December 31, 2021 and 2020.

99.2*         Unaudited pro forma condensed combined financial information of HF
            Sinclair Corporation as of and for the year ended December 31, 2021,
            and the notes related thereto.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



* Filed herewith.

† Schedules and certain exhibits have been omitted pursuant to

  Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish
  supplementally a copy of the omitted schedules and exhibits to the SEC upon
  request.

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