HF Sinclair (DINO) adds 437K-share buyback under $1B program

Rhea-AI Filing Summary

HF Sinclair Corporation (DINO) disclosed a new privately negotiated share repurchase from longtime holder REH Advisors Inc. The company agreed to buy back 437,238 shares of its common stock at $54.89 per share, for a total of $24 million, funded with cash on hand. The repurchased shares will be held as treasury stock, and this is the twentieth such transaction between the parties.

The buyback is being made under HF Sinclair’s previously announced $1 billion share repurchase program authorized on May 7, 2024 and is expected to close on or around November 21, 2025. Including this deal, the company has repurchased $515 million of common stock under the program, with future repurchases subject to market conditions and other corporate and regulatory considerations.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025 (November 18, 2025)

___________________

HF SINCLAIR CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware			001-41325			87-2092143
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)
2323 Victory Avenue, Suite 1400
Dallas, TX						75219
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (214) 871-3555

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock $0.01 par value			DINO			New York Stock Exchange
Common Stock $0.01 par value			DINO			NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company        ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐   

Item 1.01 Entry into a Material Definitive Agreement.

HF Sinclair Corporation (the “Company”) entered into a Stock Purchase Agreement, dated November 18, 2025 (the “Stock Purchase Agreement”) with REH Advisors Inc. (the “Selling Stockholder” or “REH”) (now the parent company of REH Company, LLC (formerly known as The Sinclair Companies)), pursuant to which the Company agreed to repurchase from the Selling Stockholder 437,238 shares of the Company’s outstanding common stock, par value $0.01 per share (the “Common Stock”), in a privately negotiated transaction. The price per share to be paid by the Company under the Stock Purchase Agreement is $54.89 per share resulting in an aggregate purchase price of $24 million. The purchase price will be funded with cash on hand. The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties. The shares to be repurchased under the Stock Purchase Agreement will be held as treasury stock by the Company. This share repurchase is the twentieth privately negotiated transaction between the Company and the Selling Stockholder.

The share repurchase described above will be made pursuant to the Company’s previously disclosed $1 billion share repurchase program authorized by the Board of Directors of the Company on May 7, 2024 (the “Share Repurchase Program”) and is expected to be completed on or around November 21, 2025. To date, the Company has repurchased $515 million in Common Stock under the Company’s Share Repurchase Program, which is inclusive of the share repurchase described above. The timing and amount of future share repurchases under the Company’s Share Repurchase Program, including any additional repurchases from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. The Share Repurchase Program may be discontinued at any time by the Board of Directors of the Company.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. For more information on the Selling Stockholder’s relationship to the Company, please refer to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2025.

Cautionary Statement Regarding Forward-Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this Current Report on Form 8-K relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the SEC. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the Company’s ability to complete the transactions contemplated by the Stock Purchase Agreement on the expected timing; and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number						Description
10.1						Stock Purchase Agreement, dated as of November 18, 2025, by and between HF Sinclair Corporation and REH Advisors Inc.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HF SINCLAIR CORPORATION
By:			/s/			Atanas H. Atanasov
						Atanas H. Atanasov
						Executive Vice President and Chief Financial Officer

Date: November 19, 2025

FAQ

What did HF Sinclair (DINO) announce in this 8-K filing?

HF Sinclair Corporation entered into a Stock Purchase Agreement with REH Advisors Inc. to repurchase 437,238 shares of its common stock in a privately negotiated transaction.

What is the value and price of the HF Sinclair (DINO) share repurchase from REH?

HF Sinclair agreed to pay $54.89 per share, for an aggregate purchase price of $24 million, all funded with cash on hand.

How does this transaction fit into HF Sinclair’s existing share repurchase program?

The repurchase is part of the previously authorized $1 billion share repurchase program approved on May 7, 2024. Including this deal, HF Sinclair has repurchased $515 million of common stock under the program.

When is the HF Sinclair (DINO) repurchase from REH expected to be completed?

The transaction is expected to be completed on or around November 21, 2025, subject to the terms of the Stock Purchase Agreement.

What will HF Sinclair do with the shares repurchased from REH Advisors Inc.?

The 437,238 shares acquired from REH will be held by HF Sinclair as treasury stock.

Can HF Sinclair change or stop its $1 billion share repurchase program?

Yes. The company states that the Share Repurchase Program may be discontinued at any time by its Board of Directors, and future repurchases will depend on market and other considerations.

Who is the selling stockholder in HF Sinclair’s latest repurchase and how often have they transacted?

The selling stockholder is REH Advisors Inc., now the parent of REH Company, LLC. This share repurchase is described as the twentieth privately negotiated transaction between HF Sinclair and this holder.