DINO: REH Advisors details 7% HF Sinclair stake and share sales

Rhea-AI Filing Summary

REH Advisors Inc. filed Amendment No. 26 to its Schedule 13D on HF Sinclair Corporation, reporting beneficial ownership of 12,711,842 shares of common stock, representing 7.0% of the outstanding class. REH Advisors shares voting and disposition power over all of these shares through its board of directors.

On November 18, 2025, HF Sinclair entered into a stock purchase agreement with REH Advisors to repurchase 437,238 shares at $54.89 per share, for an aggregate price of $23,999,994, in a privately negotiated transaction expected to close on or about November 21, 2025. This follows a previously disclosed transaction on November 3, 2025 in which HF Sinclair repurchased 960,061 shares from REH Advisors at $52.08 per share, for an aggregate price of $49,999,977.

REH Advisors states it has sold HF Sinclair shares from time to time in the open market and to the company and expects to continue such sales, with a preference for sales to HF Sinclair. It may also acquire or dispose of shares based on ongoing investment evaluation, but currently intends to maintain enough ownership to retain the contractual right to appoint at least one director to HF Sinclair’s board.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 26)

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)

11/18/2025

(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).

SCHEDULE 13D

CUSIP No. 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 12,711,842.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,711,842.00

11

Aggregate amount beneficially owned by each reporting person

12,711,842.00

12

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

13

Percent of class represented by amount in Row (11)

7.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

* Calculation of percentage based on a total of 183,948,233 shares of Common Stock (as defined below) outstanding as of October 24, 2025, 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 October 30, 2025, less the Common Stock acquired by the Issuer pursuant to the Twentieth Repurchase Transaction (as defined below) and the Twenty-First Repurchase Transaction (as defined below). (1) The Reporting Person is the primary and direct beneficial owner of the 12,711,842 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. 26 (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 ("REH"), 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 November 18, 2025, the Issuer entered into a Stock Purchase Agreement (the "Twentieth Purchase Agreement") with the Reporting Person to repurchase 437,238 shares of Common Stock, for $54.89 per share, for the aggregate purchase price of $23,999,994 in a privately negotiated transaction (the "Twenty-First Repurchase Transaction"). The Twenty-First Repurchase Transaction is expected to close on or about November 21, 2025, subject to customary closing conditions. The foregoing description of the Twentieth Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Twentieth Purchase Agreement, which is filed as Exhibit 10.22 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 183,948,233 shares of Common Stock outstanding as of October 24, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on October 30, 2025, less the Common Stock acquired by the Issuer pursuant to the Twentieth Repurchase Transaction and the Twenty-First Repurchase Transaction) are as follows: A. REH Advisors Inc. i. Amount beneficially owned: 12,711,842 Percentage: 7.0% a. Sole power to vote or to direct the vote: 0 b. Shared power to vote or to direct the vote: 12,711,842 c. Sole power to dispose or to direct the disposition of: 0 d. Shared power to dispose or to direct the disposition of: 12,711,842
(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 and the transaction pursuant to the Stock Purchase Agreement, dated November 3, 2025, by and between the Issuer and the Reporting Person, whereby the Issuer repurchased 960,061 shares of Common Stock, for $52.08 per share, for the aggregate purchase price of $49,999,977 in a privately negotiated transaction (the "Twentieth Repurchase Transaction").
(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 10.22 Stock Purchase Agreement, dated as of November 18, 2025, 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 November 20, 2025).

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:	11/20/2025

FAQ

What ownership stake in HF Sinclair (DINO) does REH Advisors report in this Schedule 13D/A?

REH Advisors Inc. reports beneficial ownership of 12,711,842 shares of HF Sinclair common stock, representing 7.0% of the outstanding class, based on the issuer’s reported share count.

What new stock repurchase agreement between HF Sinclair and REH Advisors is disclosed?

HF Sinclair entered into a Stock Purchase Agreement dated November 18, 2025 with REH Advisors to repurchase 437,238 shares of common stock at $54.89 per share, for an aggregate purchase price of $23,999,994, in a privately negotiated transaction expected to close on or about November 21, 2025.

What earlier 2025 repurchase of HF Sinclair (DINO) shares from REH Advisors is referenced?

The filing references a prior November 3, 2025 stock purchase agreement under which HF Sinclair repurchased 960,061 shares of common stock from REH Advisors at $52.08 per share, for an aggregate purchase price of $49,999,977, in a privately negotiated transaction.

How much voting and dispositive power does REH Advisors have over its HF Sinclair shares?

REH Advisors reports 0 shares with sole voting power and 12,711,842 shares with shared voting power, and similarly 0 shares with sole dispositive power and 12,711,842 shares with shared dispositive power, exercised through its board of directors.

What does REH Advisors say about its future trading plans in HF Sinclair stock?

REH Advisors states it has sold HF Sinclair common stock from time to time in open market transactions and to the issuer and expects to continue such sales, with a strong preference for sales to HF Sinclair. It may also acquire or dispose of shares based on market conditions and other factors, while currently intending to keep enough shares to retain its contractual right to appoint at least one director to HF Sinclair’s board.

How was the 7.0% ownership percentage of HF Sinclair (DINO) calculated for REH Advisors?

The 7.0% figure is based on 183,948,233 HF Sinclair common shares outstanding as of October 24, 2025, as reported by HF Sinclair in its Form 10-Q filed October 30, 2025, adjusted to exclude shares acquired by HF Sinclair in the Twentieth and Twenty-First Repurchase Transactions.