REH Advisors reports 6.3% HF Sinclair (DINO) stake after block sale

Rhea-AI Filing Summary

HF Sinclair Corporation and major shareholder REH Advisors Inc. agreed to a privately negotiated stock repurchase. HF Sinclair will buy 1,455,180 shares of common stock from REH at $68.72 per share, for a total of $99,999,970, under a Stock Purchase Agreement dated May 18, 2026.

After this and prior activity, REH reports beneficial ownership of 11,256,662 shares, representing 6.3% of HF Sinclair’s common stock, based on 180,275,437 shares outstanding as of April 27, 2026, adjusted for the repurchased shares. REH states it may continue to buy or sell shares but intends to keep enough ownership to retain the contractual right to appoint at least one director.

Insights

Equity ownership and governance analyst

Large holder REH arranges a $99.9M block sale to HF Sinclair while retaining a board-appointment stake.

HF Sinclair is repurchasing 1,455,180 shares from REH Advisors at $68.72 per share in a privately negotiated transaction, for aggregate consideration of $99,999,970. This is structured through a Stock Purchase Agreement expected to close on or about May 21, 2026, subject to customary conditions.

Following this transaction framework, REH reports 11,256,662 shares beneficially owned, or 6.3% of the common stock, with shared voting and dispositive power. REH indicates a preference for future sales directly to the issuer but leaves open the possibility of additional market sales or purchases.

REH also signals an intention to maintain sufficient ownership to preserve its contractual right under the Stockholders Agreement to appoint at least one director to HF Sinclair’s board. Future ownership updates would be reflected in subsequent beneficial ownership filings if REH’s stake changes further.

Key Figures

Repurchased shares: 1,455,180 shares Repurchase price per share: $68.72 per share Aggregate repurchase price: $99,999,970 +3 more

6 metrics

Repurchased shares 1,455,180 shares Common stock to be repurchased from REH Advisors

Repurchase price per share $68.72 per share Price for Twenty-Second Repurchase Transaction

Aggregate repurchase price $99,999,970 Total consideration for 1,455,180 shares

Shares beneficially owned 11,256,662 shares REH Advisors’ reported HF Sinclair common stock holdings

Ownership percentage 6.3% Percent of HF Sinclair common stock class represented

Shares outstanding baseline 180,275,437 shares HF Sinclair common stock outstanding as of April 27, 2026

Key Terms

Stock Purchase Agreement, privately negotiated transaction, beneficially owned, Stockholders Agreement, +1 more

5 terms

Stock Purchase Agreement financial

"the Issuer entered into a Stock Purchase Agreement (the "Twenty-First Purchase Agreement")"

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.

privately negotiated transaction financial

"for the aggregate purchase price of $99,999,970 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.

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.

Stockholders Agreement financial

"so the Reporting Person retains the right to appoint at least one director to the Board of the Issuer pursuant to the Stockholders Agreement"

Schedule 13D regulatory

"This Amendment No. 27 (this "Amendment") supplements the information set forth in the originally filed on 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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 27)

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)

05/18/2026

(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 11,256,662.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,256,662.00

11

Aggregate amount beneficially owned by each reporting person

11,256,662.00

12

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

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

* Calculation of percentage based on a total of 180,275,437 shares of Common Stock (as defined below) outstanding as of April 27, 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 May 1, 2026, less the Common Stock acquired by the Issuer pursuant to the Twenty-Second Repurchase Transaction (as defined below). (1) The Reporting Person is the primary and direct beneficial owner of the 11,256,662 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. 27 (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, 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 May 18, 2026, the Issuer entered into a Stock Purchase Agreement (the "Twenty-First Purchase Agreement") with the Reporting Person to repurchase 1,455,180 shares of Common Stock, for $68.72 per share, for the aggregate purchase price of $99,999,970 in a privately negotiated transaction (the "Twenty-Second Repurchase Transaction"). The Twenty-Second Repurchase Transaction is expected to close on or about May 21, 2026, subject to customary closing conditions. The foregoing description of the Twenty-First Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Twenty-First Purchase Agreement, which is filed as Exhibit 10.23 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 expects to continue to 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 180,275,437 shares of Common Stock outstanding as of April 27, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 1, 2026, less the Common Stock acquired by the Issuer pursuant to the Twenty-Second Repurchase Transaction) are as follows: A. REH Advisors Inc. i. Amount beneficially owned: 11,256,662 Percentage: 6.3% a. Sole power to vote or to direct the vote: 0 b. Shared power to vote or to direct the vote: 11,256,662 c. Sole power to dispose or to direct the disposition of: 0 d. Shared power to dispose or to direct the disposition of: 11,256,662
(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 10.23 Stock Purchase Agreement, dated as of May 18, 2026, by and among HF Sinclair Corporation and REH Advisors Inc. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-41325) filed on May 19, 2026).

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:	05/20/2026

FAQ

What stake does REH Advisors currently report in HF Sinclair (DINO)?

REH Advisors reports beneficial ownership of 11,256,662 HF Sinclair common shares, representing 6.3% of the class. This percentage is based on 180,275,437 shares outstanding as of April 27, 2026, adjusted for shares acquired by HF Sinclair in the described repurchase transaction.

What are the terms of HF Sinclair’s share repurchase from REH Advisors in this filing for DINO?

HF Sinclair agreed to repurchase 1,455,180 common shares from REH Advisors at $68.72 per share, for an aggregate purchase price of $99,999,970. The deal is documented in a Stock Purchase Agreement dated May 18, 2026, as a privately negotiated transaction.

When is the HF Sinclair (DINO) share repurchase from REH Advisors expected to close?

The repurchase transaction is expected to close on or about May 21, 2026, subject to customary closing conditions. This timing is tied to the Stock Purchase Agreement dated May 18, 2026, between HF Sinclair Corporation and REH Advisors Inc.

What voting and dispositive powers does REH Advisors report over HF Sinclair (DINO) shares?

REH Advisors reports 0 shares with sole voting or dispositive power and 11,256,662 shares with shared voting and shared dispositive power. Its board of directors holds all voting and investment authority over these HF Sinclair common shares under this beneficial ownership report.

Does REH Advisors plan to keep a board seat influence at HF Sinclair (DINO)?

REH Advisors states an intent to maintain sufficient ownership of HF Sinclair common stock to retain its contractual right to appoint at least one director under the Stockholders Agreement. It may still buy or sell shares while evaluating its investment on an ongoing basis.

Where is the HF Sinclair–REH Advisors Stock Purchase Agreement referenced for DINO shareholders?

The Stock Purchase Agreement dated May 18, 2026, between HF Sinclair and REH Advisors is referenced as Exhibit 10.23. It is incorporated by reference to Exhibit 10.1 of HF Sinclair’s Current Report on Form 8-K, filed May 19, 2026.