Holding Carol Orme - 28 Jul 2023 Form 4 Insider Report for HF Sinclair Corp (DINO)

Footnote F1

These shares were sold by REH Company (f/k/a The Sinclair Companies) ("REH") to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between REH and the Issuer dated July 28, 2023.

Footnote F2

These shares are owned directly by REH and not Mrs. Holding. REH is the primary and direct beneficial owner of the shares indicated above, and the board of directors of REH has all voting and investment power with respect to such shares (subject to the terms of the escrow described below). Among these shares, 2,570,000 shares are currently held in escrow for the purpose of securing REH's obligations under Section 6.22 of the Business Combination Agreement dated August 2, 2021 (as amended), by and among HF Sinclair Corporation, REH and the other parties thereto. During the term of the escrow, REH has voting power but lacks investment power over the escrowed shares until any such shares are released from the escrow. As a result of her relationship with REH, Mrs. Holding may be deemed to beneficially own the 26,653,483 shares under applicable securities law and SEC guidance.

Footnote F3

(Continued from footnote 2) Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership, and all pecuniary interest except to the extent of her economic interest in REH, to the maximum extent permitted by law.