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HF Sinclair (NYSE: DINO) in $100M privately negotiated share buyback

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HF Sinclair Corporation agreed to a privately negotiated stock repurchase from REH Advisors Inc., buying 1,455,180 common shares at $68.72 per share for a total of $100 million. The purchase will be funded with cash on hand and the shares will be held as treasury stock.

This transaction is the twenty-first privately negotiated repurchase between the parties and is being made under HF Sinclair’s previously authorized $1 billion share repurchase program. Including this deal, the company has repurchased $717 million of common stock under the program. The transaction is expected to close on or around May 21, 2026, and future repurchases will depend on market and corporate considerations.

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Insights

HF Sinclair executes a sizable $100M negotiated buyback under its existing $1B program.

HF Sinclair is using cash on hand to repurchase 1,455,180 shares from REH Advisors Inc. at $68.72 per share, for an aggregate $100 million. The shares will become treasury stock, reducing the public float to that extent.

This deal is part of the previously disclosed $1 billion share repurchase program approved on May 7, 2024, under which $717 million has now been spent, including this transaction. Because timing and size of any additional repurchases remain subject to market and corporate factors, the overall impact will depend on how aggressively the remaining authorization is used.

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 repurchased 1,455,180 shares To be bought from REH Advisors in privately negotiated deal
Repurchase price per share $68.72 per share Price under Stock Purchase Agreement dated May 18, 2026
Aggregate repurchase value $100 million Total consideration for current negotiated stock repurchase
Share repurchase program size $1 billion Previously authorized board share repurchase program
Total repurchased to date $717 million Cumulative buybacks under program, inclusive of this transaction
Expected completion date On or around May 21, 2026 Target closing date for negotiated repurchase from REH
Stock Purchase Agreement financial
"entered into a Stock Purchase Agreement, dated May 18, 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 under the Stock Purchase Agreement 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 previously disclosed $1 billion share repurchase program"
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 under the Private Securities Litigation Reform Act of 1995"
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
"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.
Understanding 8-K Material Events →
0001915657falseChicago Stock Exchange, Inc.00019156572026-05-192026-05-190001915657dino:NewYorkStockExchangeMember2026-05-192026-05-190001915657dino:NYSETexasInc.Member2026-05-192026-05-19


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): May 19, 2026 (May 18, 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 May 18, 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 1,455,180 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 $68.72 per share resulting in an aggregate purchase price of $100 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 twenty-first 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 May 21, 2026. To date, the Company has repurchased $717 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 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 May 18, 2026, by and between HF Sinclair Corporation and REH Advisors Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL).



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: May 19, 2026


Source: View Original Filing on SEC EDGAR

FAQ

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

HF Sinclair agreed to repurchase 1,455,180 common shares from REH Advisors Inc. for $100 million in a privately negotiated deal, funded with cash on hand, with repurchased shares held as treasury stock under its existing program.

What is the price and total value of HF Sinclair’s new share repurchase?

The company will pay $68.72 per share to repurchase 1,455,180 shares, for a total of $100 million. This transaction is part of HF Sinclair’s broader $1 billion share repurchase program authorized by its board.

How much has HF Sinclair repurchased under its $1 billion program so far?

Including this new agreement, HF Sinclair has repurchased $717 million of common stock under its $1 billion share repurchase program. This reflects cumulative buybacks since board authorization on May 7, 2024.

Who is selling the HF Sinclair shares in this transaction?

The seller is REH Advisors Inc., referred to as the selling stockholder. It is the parent company of REH Company, LLC (formerly The Sinclair Companies), which has an established relationship with HF Sinclair referenced in the company’s proxy materials.

When is HF Sinclair’s $100 million share repurchase expected to close?

The share repurchase is expected to be completed on or around May 21, 2026. Closing is pursuant to a Stock Purchase Agreement dated May 18, 2026 between HF Sinclair and REH Advisors Inc.

Will HF Sinclair continue repurchasing shares after this $100 million deal?

HF Sinclair indicates that future repurchases under its $1 billion program, including any additional repurchases from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and the program may be discontinued by the board.

Filing Exhibits & Attachments

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Agreements & Contracts

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