[SCHEDULE 13D/A] HF Sinclair Corp SEC Filing

Rhea-AI Filing Summary

REH Advisors Inc. reports continued beneficial ownership of 14,109,141 shares of HF Sinclair Corporation common stock, representing 7.6% of the outstanding class based on 187,080,559 shares. The amendment notes the death of Carol Orme Holding on December 22, 2024, who is no longer a reporting person. On September 16, 2025, the issuer agreed to repurchase 1,948,558 shares from the Reporting Person at $51.32 per share for an aggregate purchase price of $99,999,997 (the Nineteenth Repurchase Transaction), expected to close on or about September 19, 2025. The Reporting Person continues to evaluate its position and may buy or sell shares but intends, subject to the Stockholders Agreement, to retain sufficient holdings to appoint at least one director.

Positive

• Reporting Person retains the right to appoint at least one director under the Stockholders Agreement, preserving governance influence.
• Completed negotiated repurchase agreement with the issuer to sell 1,948,558 shares at $51.32 per share for an aggregate of $99,999,997, providing liquidity on a large block.

Negative

• Death of Carol Orme Holding (Dec 22, 2024), who is no longer a reporting person, indicating a change in the reporting group.
• No transactions reported by the Reporting Person in the past 60 days, limiting recent trading transparency in this filing.

Insights

Financial Analyst

TL;DR: A negotiated sale to the issuer for roughly $100M reduces the Reporting Person's position while they retain meaningful governance influence.

The Filing documents a private repurchase by HF Sinclair of 1,948,558 shares at $51.32 per share for $99,999,997, a sizeable negotiated transaction that will remove those shares from public float upon closing. REH Advisors remains a significant holder with 14,109,141 shares (7.6%). The Reporting Person signals flexibility to trade but states an intent to hold enough stock to retain the right to appoint at least one board member under the Stockholders Agreement. No transactions by the Reporting Person were reported in the prior 60 days. This disclosure is material to ownership, liquidity, and governance dynamics but does not provide operating or performance data.

Corporate Governance Expert

TL;DR: Ownership changes preserve director appointment rights, highlighting continued governance influence despite the repurchase.

The amendment confirms the Reporting Person’s ongoing ability to influence board composition through the Stockholders Agreement even as shareholdings shift via negotiated repurchases. The death of a prior reporting person (Carol Orme Holding) is noted, clarifying the current reporting structure. Retention of director appointment rights indicates the Reporting Person expects to remain an active governance participant. The filing discloses the contractual repurchase terms by reference to an exhibit, but the governance implications are explicit: continued representation on the Board is a priority for the Reporting Person.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)

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)

09/16/2025

(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 14,109,141.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,109,141.00

11

Aggregate amount beneficially owned by each reporting person

14,109,141.00

12

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

13

Percent of class represented by amount in Row (11)

7.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

* Calculation of percentage based on a total of 187,080,559 shares of Common Stock (as defined below) outstanding as of July 25, 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 July 31, 2025, less the Common Stock acquired by the Issuer pursuant to the Nineteenth Repurchase Transaction (as defined below). (1) The Reporting Person is the primary and direct beneficial owner of the 14,109,141 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. 24 (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 ("Mrs. Holding") 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 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is amended and restated as follows: This Schedule 13D is filed by REH Advisors Inc., a Wyoming corporation (the "Reporting Person"). Mrs. Holding passed away on December 22, 2024 and is no longer a reporting person.
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 September 16, 2025, the Issuer entered into a Stock Purchase Agreement (the "Eighteenth Purchase Agreement") with the Reporting Person to repurchase 1,948,558 shares of the Issuer's 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"). The Nineteenth Repurchase Transaction is expected to close on or about September 19, 2025, subject to customary closing conditions. The foregoing description of the Eighteenth Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighteenth Purchase Agreement, which is filed as Exhibit 10.20 hereto and is incorporated herein by reference. As previously reported, prior to REH's distribution to the Reporting Person, REH and Mrs. Holding had sold their Common Stock from time to time in both open market sales and sales to the Issuer; the Reporting Person intends to do the same. 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 the Issuer's 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 187,080,559 shares of Common Stock outstanding as of July 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on July 31, 2025, less the Common Stock acquired by the Issuer pursuant to the Nineteenth Repurchase Transaction) are as follows: A. REH Advisors Inc. i. Amount beneficially owned: 14,109,141 Percentage: 7.6% a. Sole power to vote or to direct the vote: 0 b. Shared power to vote or to direct the vote: 14,109,141 c. Sole power to dispose or to direct the disposition of: 0 d. Shared power to dispose or to direct the disposition of: 14,109,141
(c)	To the best knowledge of the Reporting Person, no transactions were effected by the Reporting Person during the past 60 days.
(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)	The information contained in the explanatory note and Item 3 of this Amendment is incorporated herein by reference.
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 10.20 Stock Purchase Agreement, dated as of September 16, 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 September 16, 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:	09/18/2025

FAQ

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

REH Advisors Inc. beneficially owns 14,109,141 shares, representing 7.6% of the common stock based on 187,080,559 shares outstanding.

What were the terms of the repurchase announced in the Schedule 13D/A?

The Issuer agreed to repurchase 1,948,558 shares from REH Advisors at $51.32 per share for an aggregate purchase price of $99,999,997, expected to close on or about September 19, 2025.

Did the filing report any recent transactions by REH Advisors in the past 60 days?

The filing states that, to the best knowledge of the Reporting Person, no transactions were effected by the Reporting Person during the past 60 days.

Has the reporting group changed in this amendment?

Yes. The amendment states that Carol Orme Holding passed away on December 22, 2024 and is no longer a reporting person; REH Advisors Inc. is the reporting person for this filing.

Will REH Advisors continue to buy or sell HF Sinclair shares?

The filing states the Reporting Person may acquire additional Common Stock or dispose of any or all of its holdings depending on ongoing evaluation, market conditions, and other factors, with a preference for sales to the Issuer.