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HF Sinclair 8-K Report, Material Agreement (Nov 4, 2025)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed November 4, 2025
Period End
November 4, 2025
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 · Feb ’23Feb ’23
  2. Leadership change8-K · Feb ’24Feb ’24
  3. Material agreement8-K · Jan ’25Jan ’25
  4. Material agreement8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed November 4, 2025. Cited figures are marked; the original filing is the authoritative source.

HF Sinclair Corporation disclosed in a Form 8-K filed November 4, 2025 that it entered into a Stock Purchase Agreement dated November 3, 2025 with REH Advisors Inc., the selling stockholder and parent company of REH Company, LLC (formerly known as The Sinclair Companies).

Under the agreement, the Company will repurchase 960,061 shares of its common stock at $52.08a per share, for an aggregate purchase price of $50 million, funded with cash on hand. The shares will be held as treasury stock. The filing states the repurchase is expected to be completed on or around November 6, 2025, and that it is the nineteenth 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 May 7, 2024. The filing states that, including this transaction, the Company has repurchased $466,256,859 of common stock under that program to date. Future repurchases, including any additional ones from REH, will depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time.

The filing directs readers to the Company's April 1, 2025 proxy statement for more information on REH's relationship with the Company. The forward-looking statements caveat notes that completion of the transaction on the expected timing is subject to risk.

02—Key points

Key Highlights

  1. Stock Purchase Agreement dated November 3, 2025 with REH Advisors Inc. to repurchase 960,061 shares of common stock
  2. Purchase price of $52.08 per share, for an aggregate purchase price of $50 million, funded with cash on hand
  3. Repurchased shares will be held as treasury stock
  4. Expected closing on or around November 6, 2025
  5. This is the nineteenth privately negotiated transaction between the Company and the Selling Stockholder
  6. Repurchase is made under the $1 billion share repurchase program authorized May 7, 2024; cumulative repurchases under the program total $466,256,859 including this transaction
  7. Exhibit 10.1 contains the full Stock Purchase Agreement

03—Questions

Frequently Asked Questions

  1. How much is HF Sinclair paying to repurchase shares from REH Advisors?

    The Company will pay $52.08 per share for 960,061 shares, for an aggregate purchase price of $50 million, funded with cash on hand.

  2. Under which program is this share repurchase being made?

    The repurchase is made under the Company's $1 billion share repurchase program, authorized by the Board of Directors on May 7, 2024. The filing states that cumulative repurchases under the program total $466,256,859, including this transaction.

  3. When is the transaction expected to be completed?

    The filing states the share repurchase is expected to be completed on or around November 6, 2025.

  4. Who is REH Advisors Inc. and what is its relationship to the Company?

    REH Advisors Inc. is the Selling Stockholder and is now the parent company of REH Company, LLC (formerly known as The Sinclair Companies). The filing refers investors to the Company's April 1, 2025 Definitive Proxy Statement on Schedule 14A for more information on this relationship.

  5. What will happen to the repurchased shares?

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

04—Continue

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