01—Abstract
Summary
Summary of the 8-K filed May 19, 2026. Cited figures are marked; the original filing is the authoritative source.
On May 18, 2026, 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 will repurchase 1,455,180 shares of its common stock in a privately negotiated transaction.
The price is $68.72a per share, for an aggregate purchase price of $100 million, funded with cash on hand. The repurchased shares will be held as treasury stock. The filing describes this as the twenty-first 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 states that it has repurchased $717 million of common stock under the program to date, including this transaction, and expects the purchase to be completed on or around May 21, 2026. 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 the Board may discontinue the program at any time.
The agreement contains customary representations, warranties and covenants. The filing refers investors to the Company's Definitive Proxy Statement on Schedule 14A, filed March 31, 2026, for more information on the Selling Stockholder's relationship with the Company. The filing's forward-looking statements caution that completion of the transaction on the expected timing is subject to risks and uncertainties.
02—Key points
Key Highlights
- HF Sinclair agreed to repurchase 1,455,180 shares of common stock from REH Advisors Inc. at $68.72 per share, for an aggregate purchase price of $100 million.
- The purchase will be funded with cash on hand, and the repurchased shares will be held as treasury stock.
- The transaction is the twenty-first privately negotiated repurchase between the Company and the Selling Stockholder.
- The repurchase is made under the $1 billion share repurchase program authorized by the Board on May 7, 2024; the Company has repurchased $717 million under the program to date, including this transaction.
- Completion is expected on or around May 21, 2026.
- Future repurchases, including any from REH, depend on market conditions and corporate, tax, regulatory and other considerations, and the Board may discontinue the program at any time.
- The Company filed the Stock Purchase Agreement as Exhibit 10.1 to this Form 8-K.
03—Questions
Frequently Asked Questions
Who is the seller in this transaction?
The seller is REH Advisors Inc., which the filing describes as now the parent company of REH Company, LLC (formerly known as The Sinclair Companies). The filing refers investors to the Company's March 31, 2026 proxy statement for more information on REH's relationship with the Company.
How much is HF Sinclair paying, and how will it be funded?
The Company will pay $68.72 per share for 1,455,180 shares, an aggregate purchase price of $100 million. The purchase will be funded with cash on hand.
Under which authorization is this 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 Company states it has repurchased $717 million under the program to date, including this transaction.
What happens to the repurchased shares?
The shares will be held as treasury stock by the Company.
When is the transaction expected to close?
The share repurchase is expected to be completed on or around May 21, 2026.
04—Continue