01—Abstract
Summary
Summary of the 8-K filed November 20, 2025. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation disclosed in this Form 8-K that on November 18, 2025 it entered into a Stock Purchase Agreement with REH Advisors Inc. to repurchase 437,238 shares of its common stock from the Selling Stockholder in a privately negotiated transaction.
The price is $54.89a per share, for an aggregate purchase price of $24 million, to be funded with cash on hand. The shares will be held as treasury stock, and the transaction is expected to be completed on or around November 21, 2025. The repurchase is being made under the Company's previously disclosed $1 billion share repurchase program, authorized by the Board on May 7, 2024.
The filing states that, including this transaction, the Company has repurchased $515 millionb of common stock under the program to date. The filing describes this as the twentieth privately negotiated transaction between the Company and the Selling Stockholder. It notes that future repurchases, including any further purchases 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 identifies REH Advisors Inc. as the parent company of REH Company, LLC (formerly known as The Sinclair Companies), and refers investors to the Company's April 1, 2025 proxy statement for more on that relationship. The agreement's full terms are in Exhibit 10.1, and the filing's forward-looking statements flag the Company's ability to complete the transaction on the expected timing as a key risk.
02—Key points
Key Highlights
- HF Sinclair agreed to repurchase 437,238 shares of common stock from REH Advisors Inc. at $54.89 per share, for an aggregate purchase price of $24 million.
- The purchase will be funded with cash on hand, and the repurchased shares will be held as treasury stock.
- The transaction is expected to be completed on or around November 21, 2025.
- The repurchase is made under the Company's $1 billion share repurchase program authorized by the Board on May 7, 2024.
- To date, the Company has repurchased $515 million of common stock under the program, including this transaction.
- This is the twentieth privately negotiated transaction between the Company and the Selling Stockholder.
- The Board may discontinue the share repurchase program at any time, and future repurchases depend on market and corporate considerations.
03—Questions
Frequently Asked Questions
How many shares is HF Sinclair repurchasing, and at what price?
HF Sinclair is repurchasing 437,238 shares of its common stock at $54.89 per share, for an aggregate purchase price of $24 million.
Who is the seller in this transaction?
The seller is REH Advisors Inc., referred to in the filing as the Selling Stockholder. The filing states that REH Advisors is the parent company of REH Company, LLC (formerly known as The Sinclair Companies).
How will the repurchase be funded?
The purchase price will be funded with cash on hand.
Under which program is this repurchase being made, and how much has been repurchased to date?
The repurchase is made under the $1 billion share repurchase program authorized by the Board on May 7, 2024. The Company has repurchased $515 million of common stock under the program to date, including this transaction.
When is the transaction expected to close?
The repurchase is expected to be completed on or around November 21, 2025.
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