HF Sinclair Corporation filed a Form 8-K on October 30, 2026, disclosing that it entered into a Stock Purchase Agreement dated October 29, 2026, to repurchase 2,350,000 shares of its common stock from REH Advisors Inc. in a privately negotiated transaction.

Key Highlights

  • Shares repurchased: 2,350,000 shares of common stock, par value $0.01 per share, from REH Advisors Inc.
  • Price per share: $109.37, resulting in an aggregate purchase price of approximately $257 million.
  • Funding: The purchase price is to be funded with cash on hand, with closing expected on or around November 3, 2026.
  • Program standing: The company has repurchased $766 million in common stock under its $1.5 billion Share Repurchase Program authorized August 26, 2026, with approximately $734 million remaining.
  • Twenty-third transaction: According to the filing, this is the twenty-third privately negotiated repurchase transaction between the company and REH Advisors Inc.
  • Board designation rights: Following the repurchase, the REH Parties are expected to fall below the 5%-to-15% ownership threshold required to designate a Board member, which could trigger an obligation to offer that designee's resignation by January 13, 2027.

HF Sinclair's Twenty-Third Share Repurchase from REH Advisors: Transaction Details and Program Status

According to the filing, HF Sinclair Corporation (NYSE:DINO) entered into a Stock Purchase Agreement with REH Advisors Inc. on October 29, 2026. REH Advisors is described in the filing as the parent company of REH Company, LLC, formerly known as The Sinclair Companies. Under the agreement, HF Sinclair agreed to buy back 2,350,000 shares at $109.37 per share, producing an aggregate purchase price of approximately $257 million. The shares will be held as treasury stock, and the transaction is expected to close on or around November 3, 2026, funded with cash on hand.

The filing states that this repurchase falls under the company's $1.5 billion Share Repurchase Program authorized by the Board of Directors on August 26, 2026. Including this transaction, the company has repurchased $766 million in common stock under that program, leaving approximately $734 million in remaining authorization. The filing notes that the timing and amount of any future repurchases will depend on market conditions and corporate, tax, regulatory, and other considerations, and that the program "may be discontinued at any time by the Board."

The filing also addresses a governance consequence of the transaction. Under a Stockholders Agreement dated August 2, 2021, the REH Parties retain the right to designate one Board member as long as they beneficially own at least 5% but less than 15% of the company's common stock. The filing states that following this repurchase, the REH Parties are expected to fall below that 5% threshold. If they remain below it on January 13, 2027, the REH designee must offer to resign from the Board within 30 days, though the Board retains sole discretion to accept or reject such a resignation.

What Was Disclosed

HF Sinclair Corporation disclosed a privately negotiated agreement to repurchase 2,350,000 shares from REH Advisors Inc. at $109.37 per share for approximately $257 million, representing the twenty-third such transaction with REH and made under the company's $1.5 billion repurchase program.