STOCK TITAN

HF Sinclair (NYSE: DINO) signs $212M stock repurchase with REH

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HF Sinclair Corporation agreed to repurchase 2,375,000 shares of its common stock from REH Advisors Inc. at $89.41 per share, for an aggregate price of approximately $212 million, under a privately negotiated Stock Purchase Agreement dated August 2, 2026. The transaction will be funded with cash on hand, is expected to close on or around August 5, 2026, and the shares will be held as treasury stock.

In connection with this agreement, the Board increased the previously authorized $1 billion Share Repurchase Program by $15 million, effective July 31, 2026. The company has repurchased over $1 billion of common stock under this program, including this transaction, and reports approximately $11 million of repurchase authorization remaining. This is the twenty-second privately negotiated repurchase from REH under the program, which may be discontinued at any time and whose future activity will depend on market and other conditions.

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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.
Shares to be repurchased 2,375,000 shares Common stock to be bought from REH Advisors under the Stock Purchase Agreement
Repurchase price per share $89.41 per share Price HF Sinclair will pay for each repurchased share
Aggregate repurchase price approximately $212 million Total consideration for 2,375,000 shares from REH Advisors
Share Repurchase Program size $1 billion Previously disclosed program authorized by the Board on May 7, 2024
Program increase $15 million Incremental authorization effective July 31, 2026
Authorization remaining approximately $11 million Repurchase capacity left under the Share Repurchase Program after this transaction
Number of privately negotiated REH deals twenty-second Count of privately negotiated repurchases with REH including this transaction
Stock Purchase Agreement financial
"entered into a Stock Purchase Agreement, dated August 2, 2026"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
treasury stock financial
"The shares to be repurchased ... will be held as treasury stock"
Treasury stock is shares that a company has bought back from the public and kept in its own control rather than retiring them. Think of it like a company holding its own tickets in a drawer: those shares no longer vote or receive dividends while held, but the company can reissue or retire them later; this reduces the number of shares available to outside investors and can boost per‑share earnings and influence ownership and stock price.
Share Repurchase Program financial
"pursuant to the Company’s Share Repurchase Program described below"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
forward-looking statements regulatory
"The following is a “safe harbor” statement ... are “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Emerging growth company regulatory
"Section 405 of this chapter) or Rule 12b-2 ... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What share repurchase did HF Sinclair (DINO) announce with REH Advisors?

HF Sinclair agreed to repurchase 2,375,000 shares of its common stock from REH Advisors at $89.41 per share, totaling approximately $212 million, in a privately negotiated Stock Purchase Agreement dated August 2, 2026.

How will HF Sinclair (DINO) fund the $212 million stock repurchase?

The $212 million repurchase from REH Advisors will be funded with cash on hand. The shares bought back will be held as treasury stock by HF Sinclair after the transaction is completed.

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

HF Sinclair expects the repurchase of 2,375,000 shares from REH Advisors to be completed on or around August 5, 2026, subject to the company’s ability to complete the transaction as contemplated.

How did this transaction affect HF Sinclair’s (DINO) Share Repurchase Program?

In connection with the REH transaction, HF Sinclair’s Board increased the existing $1 billion Share Repurchase Program by $15 million. After repurchasing over $1 billion of stock, about $11 million in authorization remains.

Is the HF Sinclair (DINO) Share Repurchase Program limited to REH transactions?

The Share Repurchase Program covers repurchases of HF Sinclair common stock generally, including privately negotiated deals with REH. Future repurchases, including any additional REH transactions, will depend on market, corporate, tax, regulatory, and other considerations.

How many privately negotiated repurchases has HF Sinclair (DINO) done with REH?

This latest Stock Purchase Agreement is described as the twenty-second privately negotiated share repurchase transaction between HF Sinclair and REH. All such transactions have been executed under the company’s Share Repurchase Program.
0001915657falseChicago Stock Exchange, Inc.00019156572026-08-042026-08-040001915657dino:NewYorkStockExchangeMember2026-08-042026-08-040001915657dino:NYSETexasInc.Member2026-08-042026-08-04


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): August 4, 2026 (August 2, 2026)
___________________

HF SINCLAIR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware001-4132587-2092143
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 par valueDINONew York Stock Exchange
Common Stock $0.01 par valueDINO
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 August 2, 2026 (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 2,375,000 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 $89.41 per share resulting in an aggregate purchase price of approximately $212 million. The purchase price will be funded with cash on hand and is expected to be completed on or around August 5, 2026. 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 twenty-second privately negotiated transaction between the Company and the Selling Stockholder and will be made pursuant to the Company’s Share Repurchase Program described below.

In connection with the Stock Purchase Agreement, the Board of Directors of the Company (the “Board”) increased the previously disclosed $1 billion share repurchase program initially authorized by the Board on May 7, 2024 by $15 million, effective July 31, 2026 (the “Share Repurchase Program”). To date, the Company has repurchased over $1 billion in Common Stock under the Company’s Share Repurchase Program, which is inclusive of the share repurchase described above, and has approximately $11 million authorization remaining under the Share Repurchase Program. 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.

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 March 31, 2026.

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 NumberDescription
10.1
Stock Purchase Agreement, dated as of August 2, 2026, 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/Vivek Garg
Vivek Garg
Acting Chief Financial Officer, Vice President, Chief Accounting Officer and Controller


Date: August 4, 2026


Filing Exhibits & Attachments

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