HF Sinclair Corporation filed a Form 8-K on November 4, 2026, disclosing a Stock Purchase Agreement dated November 3, 2026, to repurchase 2,100,000 shares of its common stock from REH Advisors Inc. at $110.81 per share in a privately negotiated transaction.

Key Highlights

  • Shares to be repurchased: 2,100,000 shares of common stock, par value $0.01 per share, from REH Advisors Inc.
  • Price per share: $110.81, resulting in an aggregate purchase price of approximately $233 million.
  • Funding: The purchase price will be funded with cash on hand, with completion expected on or around November 6, 2026.
  • Twenty-fourth transaction: According to the filing, this is the twenty-fourth privately negotiated transaction between the company and REH Advisors Inc.
  • Repurchase program status: The company has repurchased $1 billion in common stock under its $1.5 billion Share Repurchase Program, with approximately $493 million authorization remaining.
  • Program authorization: The Share Repurchase Program was authorized by the Board of Directors on August 26, 2026, and may be discontinued at any time by the Board.

HF Sinclair's Twenty-Fourth Share Buyback from REH Advisors

HF Sinclair Corporation (NYSE:DINO) disclosed in its November 4, 2026 Form 8-K that it entered into a Stock Purchase Agreement, dated November 3, 2026, with REH Advisors Inc., described in the filing as the parent company of REH Company, LLC, formerly known as The Sinclair Companies. Under the agreement, the company agreed to repurchase 2,100,000 shares of its outstanding common stock at $110.81 per share, for an aggregate purchase price of approximately $233 million. The filing states the transaction will be funded with cash on hand and is expected to close on or around November 6, 2026. The repurchased shares will be held as treasury stock.

According to the filing, this repurchase is the twenty-fourth privately negotiated transaction between HF Sinclair and the Selling Stockholder. The transaction will be conducted under the company's $1.5 billion Share Repurchase Program, which the Board of Directors authorized on August 26, 2026. The filing states that, inclusive of the shares described above, the company has repurchased $1 billion in common stock under the program, leaving approximately $493 million in remaining authorization.

The filing notes that the Stock Purchase Agreement contains "customary representations, warranties and covenants of the parties," and that the full agreement is filed as Exhibit 10.1. The filing also states that future repurchase timing and amounts "will depend on market conditions and corporate, tax, regulatory and other relevant considerations," and that the Share Repurchase Program "may be discontinued at any time by the Board." Statements regarding expected completion timing are characterized by the company as forward-looking and subject to its cautionary language. The filing was signed by Vivek Garg, Acting Chief Financial Officer, Vice President, Chief Accounting Officer and Controller.

What Was Disclosed

HF Sinclair Corporation reported entering a Stock Purchase Agreement to repurchase 2,100,000 shares from REH Advisors Inc. at $110.81 per share, totaling approximately $233 million, as the twenty-fourth such privately negotiated transaction, under its $1.5 billion Board-authorized repurchase program.