What did HF Sinclair Corp (DINO) announce regarding share repurchases?

HF Sinclair’s Board authorized a new $1.5 billion share repurchase program effective August 26, 2026, replacing all prior repurchase authorizations, which had about $11 million remaining.

When does the new HF Sinclair (DINO) share repurchase program take effect?

The new HF Sinclair share repurchase program is effective August 26, 2026, the same date on which the Board of Directors authorized it.

How large is HF Sinclair’s (DINO) new share repurchase authorization?

The new HF Sinclair share repurchase authorization is $1.5 billion, replacing prior authorizations that had approximately $11 million remaining from a program initiated in May 2024.

How can HF Sinclair (DINO) execute share repurchases under the new program?

HF Sinclair may repurchase shares in the open market, through privately negotiated transactions, or by other means permitted under federal securities laws, including privately negotiated repurchases from REH Advisors Inc. subject to its interest and other limitations.

Is HF Sinclair’s (DINO) new share repurchase program mandatory or discretionary?

The program is discretionary. The timing and amount of repurchases depend on market, corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time.

HF Sinclair (NYSE: DINO) lines up new 2026 buyback plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HF Sinclair Corp (DINO) reported that its Board of Directors authorized a new $1.5 billion share repurchase program, effective August 26, 2026. This new authorization replaces all existing repurchase authorizations, which had about $11 million remaining from a program first approved in May 2024.

Repurchases may occur in the open market, through privately negotiated transactions, or by other methods permitted under federal securities laws, including privately negotiated repurchases from REH Advisors Inc., subject to REH’s interest and other limits. The Board also authorized repurchases sufficient to offset shares issued under compensation programs. The timing and total amount repurchased will depend on market and corporate considerations, and the Board may discontinue the program at any time.

Positive

$1.5 billion share repurchase program authorized, providing a substantial capacity for returning capital to shareholders and replacing the prior program with only $11 million remaining.

Negative

None.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

New share repurchase program size: $1.5 billion Remaining under prior repurchase program: $11 million Par value of common stock: $0.01 per share +1 more

4 metrics

New share repurchase program size $1.5 billion Authorized by the Board of Directors effective August 26, 2026

Remaining under prior repurchase program $11 million Approximate unused capacity under program initially authorized in May 2024

Par value of common stock $0.01 per share Title of each class of common stock registered under Section 12(b)

Effective date of new program August 26, 2026 Date the Board authorized and made effective the new repurchase program

Key Terms

share repurchase program, privately negotiated transactions, Emerging growth company, pre-commencement communications, +1 more

5 terms

privately negotiated transactions financial

"Share repurchases ... may be made ... through privately negotiated transactions"

Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.

Emerging growth company regulatory

"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.

pre-commencement communications regulatory

"Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act"

compensation programs financial

"authorized ... to repurchase shares in an amount sufficient to offset shares issued under the Corporation’s compensation programs"

FAQ

Can HF Sinclair (DINO) repurchase shares to offset equity compensation?

Yes. The Board authorized HF Sinclair to repurchase shares in an amount sufficient to offset shares issued under its compensation programs, in addition to the broader $1.5 billion repurchase authorization.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/26/2026 - 05:05 PM Accepted by SEC EDGAR 08/26/2026 - 05:05 PM

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 26, 2026

___________________

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 8.01 Other Events.

On August 26, 2026, the Board of Directors of HF Sinclair Corporation (the “Corporation”) authorized a new $1.5 billion share repurchase program (the “New Share Repurchase Program”), effective August 26, 2026. The New Share Repurchase Program replaces all existing share repurchase authorizations, of which there was approximately $11 million remaining under the Corporation’s prior share repurchase program initially authorized in May 2024. Share repurchases under the New Share Repurchase Program may be made in the open market or through privately negotiated transactions from time to time or by other means in accordance with federal securities laws. The New Share Repurchase Program also authorizes privately negotiated repurchases from REH Advisors Inc. (“REH”), subject to REH’s interest and other limitations. The timing and amount of share repurchases under the New Share Repurchase Program will depend on market conditions and corporate, tax, regulatory and other relevant considerations. The New Share Repurchase Program may be discontinued at any time by the Board of Directors of the Corporation. In addition, the Corporation is authorized by the Board of Directors to repurchase shares in an amount sufficient to offset shares issued under the Corporation’s compensation programs.

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 26, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents