| 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. 25 (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 3, 2025, the Issuer entered into a Stock Purchase Agreement (the "Nineteenth Purchase Agreement") with the Reporting Person to repurchase 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"). The Twentieth Repurchase Transaction is expected to close on or about November 6, 2025, subject to customary closing conditions. The foregoing description of the Nineteenth Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Nineteenth Purchase Agreement, which is filed as Exhibit 10.21 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.
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| 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) are as follows:
A. REH Advisors Inc.
i. Amount beneficially owned: 13,149,080
Percentage: 7.2%
a. Sole power to vote or to direct the vote: 0
b. Shared power to vote or to direct the vote: 13,149,080
c. Sole power to dispose or to direct the disposition of: 0
d. Shared power to dispose or to direct the disposition of: 13,149,080
|
| (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 September 16, 2025, by and between the Issuer and the Reporting Person, whereby the Issuer repurchased 1,948,558 shares of Common Stock, for $51.32 per share, for the aggregate purchase price of $99,999,997 in a privately negotiated transaction (the "Nineteenth 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 10.21 Stock Purchase Agreement, dated as of November 3, 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 4, 2025). |
