HF Sinclair Corporation (NYSE: DINO) in $212M stock repurchase deal with REH Advisors

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 $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.

Key Figures

Shares in repurchase: 2,375,000 shares Repurchase price per share: $89.41 per share Aggregate repurchase price: $212,348,750 +3 more

6 metrics

Shares in repurchase 2,375,000 shares Common stock to be repurchased in the Twenty-Third Repurchase Transaction

Repurchase price per share $89.41 per share Price HF Sinclair agreed to pay REH Advisors for each share

Aggregate repurchase price $212,348,750 Total consideration for the 2,375,000 shares repurchased

Beneficial ownership 8,881,662 shares HF Sinclair common shares beneficially owned by REH Advisors after the transaction

Ownership percentage 5.1% Portion of HF Sinclair common stock class beneficially owned by REH Advisors

Shares outstanding basis 177,783,849 shares HF Sinclair common shares outstanding as of July 24, 2026, used for percentage calculation

Key Terms

Schedule 13D, beneficially owned, Stock Purchase Agreement, Stockholders Agreement, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 28 supplements the information set forth in the originally filed Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Stock Purchase Agreement regulatory

"entered into a Stock Purchase Agreement (the "Twenty-Second Purchase Agreement") with the Reporting Person"

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.

Stockholders Agreement regulatory

"retain the right to appoint at least one director to the Board of the Issuer pursuant to the Stockholders Agreement"

dispositive power financial

"Shared Dispositive Power 8,881,662.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

privately negotiated transaction financial

"for the aggregate purchase price of $212,348,750 in a privately negotiated transaction"

A privately negotiated transaction is a deal whose terms are worked out directly between a buyer and a seller rather than through a public market or open auction. Think of it like selling a car to a neighbor instead of putting it on eBay: the price, timing and conditions are agreed one-on-one, so investors may see less public information, different pricing compared with market trades, and potential impacts on liquidity and valuation.

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

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Available on EDGAR 08/04/2026 - 08:26 PM Accepted by SEC EDGAR 08/04/2026 - 08:26 PM Learn about SEC filing dates

FAQ

What stock repurchase did HF Sinclair (DINO) agree with REH Advisors Inc.?

HF Sinclair agreed to repurchase 2,375,000 shares of its common stock from REH Advisors at $89.41 per share, for a total of $212,348,750, in a privately negotiated Twenty-Third Repurchase Transaction expected to close around August 5, 2026.

How many HF Sinclair (DINO) shares does REH Advisors Inc. now beneficially own?

REH Advisors reports beneficial ownership of 8,881,662 HF Sinclair common shares, representing 5.1% of the outstanding 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.

What valuation does the HF Sinclair (DINO) repurchase imply per share?

The negotiated price is $89.41 per share for 2,375,000 shares, giving an aggregate repurchase value of $212,348,750. This price is explicitly stated in the Stock Purchase Agreement between HF Sinclair and REH Advisors.

What percentage of HF Sinclair (DINO) does REH Advisors plan to maintain?

REH Advisors currently owns 5.1% of HF Sinclair common stock and states an intent to maintain sufficient ownership to retain the contractual right to appoint at least one director to HF Sinclair’s board under a Stockholders Agreement.

Does REH Advisors intend to keep trading HF Sinclair (DINO) shares?

REH Advisors indicates it may sell or acquire additional HF Sinclair shares over time, with a strong preference for sales to HF Sinclair, depending on its ongoing investment evaluation, market conditions and other factors, while currently intending to retain director-appointment rights.

What is the reference share count used for REH Advisors’ 5.1% stake in HF Sinclair (DINO)?

The reported 5.1% ownership is calculated using 177,783,849 HF Sinclair common shares outstanding as of July 24, 2026, as disclosed by HF Sinclair, adjusted by subtracting the shares acquired in the Twenty-Third Repurchase Transaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 28)

HF Sinclair Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

403949100

(CUSIP Number)

REH Advisors Inc.
Attn: General Counsel, 2800 West Lincolnway
Cheyenne, WY, 82009
(801) 524-2752

David P. Oelman
Vinson & Elkins LLP, 845 Texas Avenue, Suite 4700
Houston, TX, 77002
(713) 758-2222

Michael S. Telle
Vinson & Elkins LLP, 845 Texas Avenue, Suite 4700
Houston, TX, 77002
(713) 758-2222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 403949100

1

Name of reporting person

REH Advisors Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,881,662.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,881,662.00

11

Aggregate amount beneficially owned by each reporting person

8,881,662.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

* Calculation of percentage based on a total of 177,783,849 shares of Common Stock (as defined below) outstanding as of July 24, 2026, as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on July 30, 2026, less the Common Stock acquired by the Issuer pursuant to the Twenty-Third Repurchase Transaction (as defined below). (1) The Reporting Person is the primary and direct beneficial owner of the 8,881,662 shares indicated above, and the board of directors of the Reporting Person has all voting and investment power with respect to such shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: HF Sinclair Corporation
(c)	Address of Issuer's Principal Executive Offices: 2323 Victory Avenue, Suite 1400, Dallas, TEXAS , 75219.
Item 1 Comment: This Amendment No. 28 (this "Amendment") supplements the information set forth in the Schedule 13D originally filed by REH Company (f/k/a The Sinclair Companies), a Wyoming corporation (the "Reporting Person"), and Carol Orme Holding (who has ceased to be a reporting person) with the SEC, as amended from time to time (the "Schedule 13D"), relating to the common stock, par value $0.01 per share ("Common Stock"), of HF Sinclair Corporation, a Delaware corporation (the "Issuer"). The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
Item 4.	Purpose of Transaction
	The information contained in the explanatory note and Items 3 and 6 of the Schedule 13D is incorporated herein by reference. On August 2, 2026, the Issuer entered into a Stock Purchase Agreement (the "Twenty-Second Purchase Agreement") with the Reporting Person to repurchase 2,375,000 shares of Common Stock, for $89.41 per share, for the aggregate purchase price of $212,348,750 in a privately negotiated transaction (the "Twenty-Third Repurchase Transaction"). The Twenty-Third Repurchase Transaction is expected to close on or about August 5, 2026, subject to customary closing conditions. The foregoing description of the Twenty-Second Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Twenty-Second Purchase Agreement, which is filed as Exhibit 10.24 hereto and is incorporated herein by reference. As previously reported, the Reporting Person has sold its Common Stock from time to time in both open market sales and sales to the Issuer. Subject to the terms of the Stockholders Agreement, the Reporting Person may engage in such sales (with a strong preference for sales to the Issuer), but the Reporting Person may both acquire additional Common Stock or dispose of any or all of the Common Stock, in each case, depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Person evaluates its investments in the Common Stock on a continual basis. Additionally, while the Reporting Person reserves the right to make sales from time to time, it is its intent as of the date of this Amendment to maintain such sufficient ownership of Common Stock so the Reporting Person retains the right to appoint at least one director to the Board of the Issuer pursuant to the Stockholders Agreement. The Reporting Person may, at any time and from time to time, review or reconsider such position.
Item 5.	Interest in Securities of the Issuer
(a)	(a.) - (b.) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person (on the basis of a total of 177,783,849 shares of Common Stock outstanding as of July 24, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on July 30, 2026, less the Common Stock acquired by the Issuer pursuant to the Twenty-Third Repurchase Transaction) are as follows: A. REH Advisors Inc. i. Amount beneficially owned: 8,881,662 Percentage: 5.1% a. Sole power to vote or to direct the vote: 0 b. Shared power to vote or to direct the vote: 8,881,662 c. Sole power to dispose or to direct the disposition of: 0 d. Shared power to dispose or to direct the disposition of: 8,881,662
(c)	To the best knowledge of the Reporting Person, no transactions were effected by the Reporting Person during the past 60 days other than the transactions described herein.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Person, other than as described herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in the explanatory note and Items 3 and 4 of the Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 10.24 Stock Purchase Agreement, dated as of August 2, 2026, by and among HF Sinclair Corporation and REH Advisors Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

REH Advisors Inc.

Signature:	/s/ Ross B. Matthews
Name/Title:	Ross B. Matthews, Chair of the Board
Date:	08/04/2026