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HF Sinclair 8-K Report, Material Agreement (Jan 4, 2024)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed January 4, 2024
Period End
January 3, 2024
Security
DINO
In the record · 2022–202610-K410-Q158-K125

DINO filed 4 annual reports (10-K), 15 quarterly reports (10-Q) and 125 current reports (8-K) between 2022 and 2026.

  1. Leadership change8-K · Mar ’22Mar ’22
  2. Leadership change8-K · Feb ’23Feb ’23
  3. Material agreement8-K · Jan ’25Jan ’25
  4. Material agreement8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed January 4, 2024. Cited figures are marked; the original filing is the authoritative source.

HF Sinclair Corporation (DINO) filed a Current Report on Form 8-K reporting that on January 3, 2024 it entered into a Stock Purchase Agreement with REH Company (formerly known as The Sinclair Companies), its Selling Stockholder, to repurchase 454,380 shares of its common stock in a privately negotiated transaction.

The price is $55.02a per share, for an aggregate purchase price of $24,999,988, to be funded with cash on hand. The repurchased shares will be held as treasury stock. The filing describes this as the fourteenth privately negotiated transaction between the Company and the Selling Stockholder.

The repurchase will be made under the Company's $1 billionb Share Repurchase Program authorized by the Board on August 15, 2023, and is expected to be completed on or around January 8, 2024. The Company states that it has repurchased $348,577,128 of common stock under the program to date, inclusive of this transaction.

Future repurchases, including any additional ones from REH Company, will depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time. The filing also includes the Stock Purchase Agreement as Exhibit 10.1 and refers investors to the company's April 6, 2023 proxy statement for more information on REH Company's relationship with the Company.

02—Key points

Key Highlights

  1. Entered into a Stock Purchase Agreement on January 3, 2024 to repurchase 454,380 shares of common stock from REH Company (formerly The Sinclair Companies).
  2. Purchase price of $55.02 per share, for an aggregate purchase price of $24,999,988, funded with cash on hand.
  3. Shares will be held as treasury stock; the transaction is expected to close on or around January 8, 2024.
  4. This is the fourteenth privately negotiated repurchase between the Company and REH Company.
  5. Repurchase is made under the $1 billion Share Repurchase Program authorized by the Board on August 15, 2023.
  6. Total repurchases under the program to date are $348,577,128, inclusive of this transaction.
  7. Future repurchases, including from REH Company, depend on market and other conditions, and the program may be discontinued at any time.

03—Questions

Frequently Asked Questions

  1. How much is HF Sinclair paying to buy back shares from REH Company?

    The Company will pay $55.02 per share for 454,380 shares, for an aggregate purchase price of $24,999,988, funded with cash on hand.

  2. Under which program is this repurchase being made?

    The repurchase is made under the $1 billion Share Repurchase Program that the Board of Directors authorized on August 15, 2023.

  3. When is the share repurchase expected to be completed?

    The filing states the repurchase is expected to be completed on or around January 8, 2024.

  4. What will happen to the repurchased shares?

    The shares will be held as treasury stock by the Company.

  5. Who is REH Company and where can investors find more about its relationship with the Company?

    REH Company, formerly known as The Sinclair Companies, is the Selling Stockholder. The filing refers investors to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2023 for more information on this relationship.

04—Continue

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