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 $212,348,750, in a privately negotiated transaction called the Twenty-Third Repurchase Transaction, expected to close on or about August 5, 2026, subject to customary conditions.
Following this transaction, REH Advisors reports beneficial ownership of 8,881,662 shares of HF Sinclair common stock, representing 5.1% of the class, with shared voting and dispositive power over all such shares, based on 177,783,849 shares outstanding as of July 24, 2026 adjusted for the repurchase. REH Advisors states it may from time to time sell or acquire additional shares, with a strong preference for sales to HF Sinclair, while currently intending to maintain sufficient ownership to retain the contractual right to appoint at least one director under a Stockholders Agreement.
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.
Vanguard Portfolio Management LLC, together with certain affiliates, reports beneficial ownership of 8,913,994 shares of HF Sinclair Corp common stock on an amended Schedule 13G. This position represents 4.94% of the outstanding common stock, reflecting ownership of 5 percent or less of the class.
Vanguard Portfolio Management has sole voting power over 57,229 shares and sole dispositive power over 8,913,994 shares, with no shared voting or dispositive power. The holdings include securities held by Vanguard funds and managed client accounts over which these Vanguard entities exercise voting and/or dispositive authority. No other single person’s interest in these securities exceeds 5% of the class.
HF Sinclair Corporation reported significantly higher profitability for the quarter ended June 30, 2026. Sales and other revenues were $10.39 billion, up from $6.78 billion a year earlier. Net income attributable to HF Sinclair stockholders rose to $892 million with diluted EPS of $4.93, compared with $208 million and $1.10 in the prior-year quarter. Adjusted refinery gross margin per barrel sold increased to $25.95 from $16.50, supported by stronger crack spreads and volumes, particularly in the Mid-Continent and West refining regions.
For the first half of 2026, net income attributable to stockholders reached $1.54 billion and operating cash flow was $1.97 billion, up from $204 million and $498 million, respectively. Cash stood at $2.26 billion against long-term debt of $2.77 billion. The company returned capital through $251 million of share repurchases and $180 million of dividends, and the Board later increased the quarterly dividend to $0.525 per share. HF Sinclair also announced plans to separate its Lubricants & Specialties segment via the capital markets and retire its Mississauga base oil refining assets by 2027, acquired Industrial Oils Unlimited for $40 million, and continues to manage substantial Renewable Fuel Standard exposure, with RINs costs of $638 million in Q2 and $996 million year-to-date and open RINs credit obligations of $493 million.
HF Sinclair Corporation states that its Executive Vice President and General Counsel, Eric Nitcher, is retiring from his executive officer role effective July 31, 2026. He notified the Board of Directors of this decision on July 27, 2026.
Nitcher is expected to remain an employee through the end of 2026 to support an orderly transition and assist the company in an advisory capacity. His successor will be named later. The company notes that his decision to retire was not the result of any disagreement with HF Sinclair or its Board. The report is signed by Chief Executive Officer Franklin Myers.
HF Sinclair Corporation reported a strong second quarter for the quarter ended June 30, 2026, with net income attributable to stockholders of $892 million, or $4.93 per diluted share, up from $208 million, or $1.10, a year earlier. Sales and other revenues were $10,390 million, a 53% increase from $6,784 million, and Adjusted EBITDA reached $1,482 million versus $665 million in the prior-year quarter. Management highlighted broad-based contributions from Refining, Renewables, Marketing and Lubricants & Specialties, with refining margins and renewables profitability improving sharply.
The company returned $265 million to stockholders in the quarter through a $0.50 per share dividend and $179 million of share repurchases, and the board declared a 5% higher regular quarterly dividend of $0.525 per share, payable September 2, 2026 to holders of record on August 11, 2026. Net cash provided by operations was $1,510 million, lifting cash and cash equivalents to $2,262 million at June 30, 2026, with consolidated debt at $2,772 million.
HF Sinclair also outlined a strategic transformation, planning to separate its Lubricants & Specialties segment through the capital markets into an independent, publicly traded company in a tax-efficient manner, intended to be executed over the next 12–18 months, subject to customary approvals and conditions. As part of this shift, the company plans to retire its base oil refining assets in Mississauga, Ontario by 2027, while maintaining regional operations and sourcing base oils under new commercial agreements.
HF Sinclair Corp executive Dale Kunneman, SVP and CHRO, reports beneficial ownership of 51,497 common stock interests held directly. This total includes 29,464 restricted stock units granted under the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan.
Of these restricted stock units, 14,307 are scheduled to vest on December 1, 2026, 10,431 on December 1, 2027, and 4,726 on December 1, 2028, in each case contingent on continued employment, with vested units settled in common stock within 30 days after each vesting date.
MYERS FRANKLIN reported acquisition or exercise transactions in this Form 4 filing.
HF Sinclair reported that CEO Franklin Myers received a grant of 1210.0000 restricted stock units on July 17, 2026 under its Amended and Restated 2020 Long Term Incentive Plan. The units vest on December 1, 2026 and will be settled in common stock on May 1, 2028, bringing his direct holdings to 179841.0000 common shares.
HF Sinclair Corp officer Scott Stephen White, SVP, Operations, filed an initial statement of beneficial ownership reporting 6,149 shares or units of common stock. This includes 5,095 restricted stock units that vest in tranches from December 1, 2026 through December 1, 2028, payable in stock if he remains employed.
HF Sinclair Corp reports that executive Eric Kaysen, SVP, EHS, has a direct equity interest representing 4,789 shares or units of common stock, including 4,587 restricted stock units granted under the Amended and Restated 2020 Long Term Incentive Plan. These RSUs vest in tranches of 2,248, 1,632, and 707 units on December 1 of 2026, 2027, and 2028, respectively, provided he remains employed, and are settled in common stock within 30 days after each vesting date.