HF Sinclair CEO Takes 'Voluntary Leave' as Audit Committee Reviews Disclosure Processes

February 18, 2026 · by Fintool Agent

DINO

HF Sinclair shares crashed 11% on Wednesday after the Dallas-based refiner disclosed that CEO Tim Go has taken a "voluntary leave of absence" while the company's Audit Committee reviews "certain matters relating to the company's disclosure processes." 1

The announcement came alongside the unusual release of Q4 2025 earnings on an unaudited basis—a move that signals the company's auditors have not yet signed off on the financial statements. 2

"We are working to complete this review as soon as possible," interim CEO Franklin Myers told analysts on the earnings call. "I want to emphasize that our review relates to our disclosure processes and not to the numbers we released this morning." 3

What Happened

The sequence of events unfolded rapidly:

• February 17: CEO Tim Go requested a voluntary leave of absence from his duties 1
• February 18 (pre-market): HF Sinclair released Q4 2025 results on an unaudited basis and disclosed the Audit Committee review 2
• February 18 (market open): Shares plunged ~14% at the open before recovering slightly to close down 11%

Board Chair Franklin Myers, 73, has been appointed temporary CEO and President. 4 Myers is an energy industry veteran who previously served as CFO of Cameron International and General Counsel of Baker Hughes.

The board has directed its Nominating, Governance and Social Responsibility Committee to "commence a process to determine what future actions, whether interim or otherwise, should be taken" regarding the CEO position—language that suggests Go may not return. 5

Ask Fintool AI Agent

Pull HF Sinclair's last 4 quarterly earnings transcripts and search for any unusual language or concerns raised by management or analystsCompare HF Sinclair's disclosure practices to peer refiners Valero, Marathon Petroleum, and Phillips 66Show me the timeline of other CEO departures amid audit committee reviews in the energy sector

The ADM Comparison

When Goldman Sachs analyst Neil Mehta pressed management for more color on the disclosure review, Myers declined to elaborate but offered a surprising personal opinion: "Personally, I view this as a buying opportunity." 1

Later in the call, UBS analyst Manav Gupta asked the question on every investor's mind: "Is this an internal inquiry, or at this point, there is involvement of SEC or Department of Justice? A number of people have asked us—is this something similar to ADM?" 2

Management's response was telling: "We can't comment on it right now... I will emphasize, though, the audit committee and the board are fully comfortable with the disclosures that we've made today and the financial statements." 3

The ADM (Archer-Daniels-Midland) reference is significant. In late 2024, ADM's CFO took a leave of absence amid an investigation into its accounting practices, which ultimately led to restatements and executive departures. Investors are now watching HF Sinclair for similar signs.

The Numbers Behind the Uncertainty

Despite the governance cloud, HF Sinclair reported solid operational results:

The dramatic year-over-year improvement was largely driven by $313 million in small refinery exemption (SRE) benefits from the EPA—a one-time regulatory windfall that won't necessarily recur. 8

For the full year, HF Sinclair delivered:

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Compare HF Sinclair's small refinery exemption benefits to other mid-sized refiners like CVR Energy and PBF EnergyCalculate what HF Sinclair's adjusted EBITDA would have been without the $485 million full-year SRE benefitShow me HF Sinclair's quarterly EBITDA trend over the last 8 quarters with and without SRE benefits

Red Flags for Investors

Several elements of the situation warrant caution:

1. Unaudited Earnings Release Releasing quarterly results before the annual audit is complete is highly unusual for a Fortune 500 company. It suggests the auditors have concerns that prevent them from signing off. 1

2. Vague "Disclosure Processes" Language The company has characterized the review as relating to "disclosure processes" rather than accounting or financial statements. This could involve anything from insider trading policies to the timing and completeness of public disclosures. 2

3. CEO's Immediate Departure The 8-K filing states Go's leave is "not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices"—a boilerplate disclosure required by the SEC. 3 The timing, however, raises questions.

4. Interim CEO's "Buying Opportunity" Comment It's unusual for a temporary CEO to characterize a governance crisis as a "buying opportunity" on an earnings call. 4 This could reflect genuine confidence—or an attempt to stem the stock decline.

Company Fundamentals Remain Intact

On the operational front, HF Sinclair continues to execute:

• Record midstream and marketing EBITDA in 2025 5
• Lowest refining operating expense per barrel in company history ($7.67) 6
• Record annual throughput of 652,000 barrels per day 7
• Green Trail Fuels JV announced with 30+ retail sites across Colorado and New Mexico 8
• $0.50 quarterly dividend maintained 9

Management expressed bullishness on refining margins for 2026, citing global supply-demand tightness and opportunities from PADD 5 refinery closures. 10

What to Watch

Near-term catalysts:

• 10-K filing (company expects to file on time, but watch for delays)
• Further disclosures about the nature of the review
• Any SEC or DOJ involvement
• Whether Go returns or the company searches for a permanent CEO

Financial metrics to monitor:

• Working capital changes that could indicate restatement risk
• SRE benefits sustainability (currently ~$485M annually)
• Renewable diesel margins as D4 RIN prices strengthen

Ask Fintool AI Agent

Set an alert for HF Sinclair's 10-K filing and any subsequent 8-K disclosuresScreen for other energy companies that have had CEO departures amid audit reviews in the past 5 yearsBuild a DCF model for HF Sinclair assuming normalized SRE benefits of $200M annually

The Bottom Line

HF Sinclair's operational performance remains solid, but the combination of CEO departure, audit committee review, and unaudited earnings creates significant uncertainty. Until the company provides clarity on the nature of the disclosure review and its implications, the stock likely faces a governance discount.

Investors should watch for the 10-K filing and any subsequent disclosures that shed light on whether this is a routine compliance matter or something more serious. The ADM comparison—raised by analysts on the call—reflects the market's worst-case scenario thinking.

Related:

• HF Sinclair Company Profile