01—Abstract
Summary
Summary of the 8-K filed September 17, 2025. Cited figures are marked; the original filing is the authoritative source.
On September 16, 2025, HF Sinclair Corporation entered into a Stock Purchase Agreement with REH Advisors Inc., the parent company of REH Company, LLC (formerly known as The Sinclair Companies), under which the Company agreed to repurchase 1,948,558 shares of its common stock in a privately negotiated transaction.
The price is $51.32a per share, for an aggregate purchase price of $99,999,997, to be funded with cash on hand. The repurchased shares will be held as treasury stock. The filing describes this as the eighteenth privately negotiated transaction between the Company and the Selling Stockholder.
The repurchase will be made under the Company's $1 billionb share repurchase program, which the Board authorized on May 7, 2024. The Company expects to complete the transaction on or around September 19, 2025. Including this transaction, the Company has repurchased $411,256,895 of common stock under the program to date.
The filing states that the timing and amount of future repurchases, including any additional repurchases from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and that the Board may discontinue the program at any time. The filing also includes customary forward-looking statement cautions, citing the Company's ability to complete the transaction on the expected timing as one risk factor.
For more information on REH's relationship with the Company, the filing refers readers to the Company's Definitive Proxy Statement on Schedule 14A filed April 1, 2025. The full agreement is filed as Exhibit 10.1.
02—Key points
Key Highlights
- HF Sinclair agreed to repurchase 1,948,558 common shares from REH Advisors Inc. at $51.32 per share.
- The aggregate purchase price is $99,999,997, funded with cash on hand.
- The repurchased shares will be held as treasury stock.
- The transaction is the eighteenth privately negotiated repurchase between the Company and the Selling Stockholder.
- The repurchase is made under the $1 billion share repurchase program authorized May 7, 2024, and is expected to close on or around September 19, 2025.
- Total repurchases under the program to date, including this transaction, are $411,256,895.
- The Share Repurchase Program may be discontinued at any time by the Board of Directors.
03—Questions
Frequently Asked Questions
Who is the seller in this transaction?
The seller is REH Advisors Inc., described in the filing as the Selling Stockholder. The filing identifies it as the parent company of REH Company, LLC, formerly known as The Sinclair Companies. The filing refers investors to the Company's April 1, 2025 proxy statement for more information on REH's relationship with the Company.
How much will the Company pay, and how will it be funded?
The Company will pay $51.32 per share for 1,948,558 shares, for an aggregate purchase price of $99,999,997. The filing states the purchase will be funded with cash on hand.
What happens to the repurchased shares?
The shares will be held as treasury stock by the Company.
Under what authorization is the repurchase being made, and how much has been repurchased to date?
The repurchase is made under the $1 billion share repurchase program that the Board of Directors authorized on May 7, 2024. The Company has repurchased $411,256,895 of common stock under the program to date, inclusive of this transaction. The filing states that future repurchases will depend on market conditions and corporate, tax, regulatory and other considerations.
When is the transaction expected to close?
The Company expects the share repurchase to be completed on or around September 19, 2025.
04—Continue