HF Sinclair director entity sells shares back to issuer

REH Advisors Inc., whose representative Ross B. Matthews serves on HF Sinclair Corp’s board as a director by deputization, disposed of 2,375,000 shares of HF Sinclair Common Stock on August 2, 2026.

Rhea-AI Filing Summary

REH Advisors Inc., whose representative Ross B. Matthews serves on HF Sinclair Corp’s board as a director by deputization, disposed of 2,375,000 shares of HF Sinclair Common Stock on August 2, 2026. The shares were sold back to HF Sinclair in a private transaction under a Stock Purchase Agreement at $89.41 per share, leaving REH Advisors Inc. with 8,881,662 shares held directly. The transaction was not reported as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Disposition: 2,375,000 shares

Disposition 1 txn

Insider REH Advisors Inc.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	2,375,000	$89.41	$212.35M

Holdings After Transaction: Common Stock — 8,881,662 shares (Direct)

Footnotes (1)

1. F1. These shares were sold by the Reporting Person to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between the Reporting Person and the Issuer dated August 2, 2026.

Key Figures

Shares disposed: 2,375,000 shares Price per share: $89.41 Shares held after transaction: 8,881,662 shares

3 metrics

Shares disposed 2,375,000 shares Common Stock sold to HF Sinclair on August 2, 2026

Price per share $89.41 Per-share price in private Stock Purchase Agreement with issuer

Shares held after transaction 8,881,662 shares Direct ownership of HF Sinclair Common Stock by REH Advisors Inc. after disposition

Key Terms

director by deputization, Stock Purchase Agreement, private transaction, disposition to issuer

4 terms

director by deputization regulatory

"constitutes a director by deputization of the Issuer"

Stock Purchase Agreement financial

"pursuant to the Stock Purchase Agreement between the Reporting Person and the Issuer"

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.

private transaction financial

"shares were sold by the Reporting Person to the Issuer in a private transaction"

A private transaction is the sale or transfer of securities, assets, or ownership stakes carried out directly between a small number of parties rather than on a public exchange. For investors it matters because these deals are less visible and often less liquid than public trades, so pricing can be harder to verify, the investment can be harder to sell quickly, and buyers or sellers may gain strategic advantages not available in open markets — like negotiated terms similar to a private garage sale versus a crowded marketplace.

disposition to issuer financial

"transaction_code_description: Disposition to issuer"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did REH Advisors Inc. report in HF Sinclair (DINO) stock?

REH Advisors Inc. sold 2,375,000 shares of HF Sinclair Common Stock back to the company in a private transaction on August 2, 2026, under a Stock Purchase Agreement between REH Advisors Inc. and HF Sinclair.

At what price were the HF Sinclair (DINO) shares transferred by REH Advisors Inc.?

The shares were sold to HF Sinclair at $89.41 per share. This price applies to the 2,375,000 shares transferred in the private transaction pursuant to the August 2, 2026 Stock Purchase Agreement between REH Advisors Inc. and the issuer.

How many HF Sinclair (DINO) shares does REH Advisors Inc. hold after the transaction?

After the disposition, REH Advisors Inc. reported owning 8,881,662 shares of HF Sinclair Common Stock directly. This figure reflects its holdings following the 2,375,000-share sale back to the issuer on August 2, 2026.

What type of insider transaction was reported for HF Sinclair (DINO)?

The filing reports a disposition to the issuer, coded “D,” meaning HF Sinclair repurchased 2,375,000 shares from REH Advisors Inc. in a private Stock Purchase Agreement rather than through open-market trading.

Was the HF Sinclair (DINO) share sale under a Rule 10b5-1 trading plan?

No. The Rule 10b5-1 checkbox was not marked as affirming a trading plan. The sale of 2,375,000 shares to HF Sinclair appears as a negotiated private transaction under a Stock Purchase Agreement dated August 2, 2026.

What is the relationship between REH Advisors Inc. and HF Sinclair (DINO)?

Ross B. Matthews serves on HF Sinclair’s board as REH Advisors Inc.’s representative, making REH Advisors Inc. a director by deputization. The reported transaction reflects changes in that director entity’s direct equity stake in HF Sinclair.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/04/2026 - 08:36 PM Accepted by SEC EDGAR 08/04/2026 - 08:35 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REH Advisors Inc.

(Last) (First) (Middle)

2800 WEST LINCOLNWAY

(Street)

CHEYENNE WYOMING 82009

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HF Sinclair Corp [ DINO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/02/2026		D(1)		2,375,000	D	$89.41	8,881,662	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were sold by the Reporting Person to the Issuer in a private transaction pursuant to the Stock Purchase Agreement between the Reporting Person and the Issuer dated August 2, 2026.

Remarks:

Ross B. Matthews currently serves as representative of the Reporting Person on the Issuer's board of directors, and therefore the Reporting Person constitutes a "director by deputization" of the Issuer.

	REH ADVISORS INC., By: /s/ Ross B. Matthews, Name: Ross B. Matthews, Title: Chair of the Board	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)