01—Abstract
Summary
Summary of the 8-K filed August 5, 2026. Cited figures are marked; the original filing is the authoritative source.
HF Sinclair Corporation (DINO) disclosed in an 8-K filed August 5, 2026 that it entered into a Stock Purchase Agreement dated August 2, 2026 with REH Advisors Inc. to repurchase 2,375,000 shares of its common stock from the Selling Stockholder in a privately negotiated transaction.
The price is $89.41a per share, for an aggregate purchase price of approximately $212 million, to be funded with cash on hand and expected to close on or around August 5, 2026. The shares will be held as treasury stock. The filing describes this as the twenty-second privately negotiated transaction between the Company and the Selling Stockholder, made under the Company's Share Repurchase Program.
In connection with the agreement, the Board increased the previously disclosed $1 billionb share repurchase program, authorized May 7, 2024, by $15 million, effective July 31, 2026. The Company states that it has repurchased over $1 billion of common stock under the program, inclusive of this transaction, and has approximately $11 million of authorization remaining. 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 notes that REH Advisors Inc. is now the parent company of REH Company, LLC (formerly known as The Sinclair Companies), and refers investors to the Company's March 31, 2026 proxy statement for more on the Selling Stockholder's relationship with the Company. Completion of the transaction as expected is identified as a forward-looking risk.
02—Key points
Key Highlights
- HF Sinclair agreed on August 2, 2026 to repurchase 2,375,000 shares of common stock from REH Advisors Inc. at $89.41 per share.
- The aggregate purchase price is approximately $212 million, funded with cash on hand, with closing expected on or around August 5, 2026.
- The repurchased shares will be held as treasury stock.
- This is the twenty-second privately negotiated transaction between the Company and the Selling Stockholder.
- The Board increased the $1 billion share repurchase program (authorized May 7, 2024) by $15 million, effective July 31, 2026.
- The Company has repurchased over $1 billion under the program to date, with approximately $11 million of authorization remaining.
- Exhibit 10.1 contains the full Stock Purchase Agreement, dated August 2, 2026.
03—Questions
Frequently Asked Questions
How many shares is HF Sinclair buying back and at what price?
The Company agreed to repurchase 2,375,000 shares of its common stock from REH Advisors Inc. at $89.41 per share, for an aggregate purchase price of approximately $212 million.
How will the repurchase be paid for?
The purchase price will be funded with cash on hand, and the transaction is expected to be completed on or around August 5, 2026.
What happens to the repurchased shares?
The shares will be held as treasury stock by the Company.
How much capacity remains under the share repurchase program?
The Board increased the program by $15 million effective July 31, 2026. The Company states it has repurchased over $1 billion to date, inclusive of this transaction, and has approximately $11 million of authorization remaining.
Who is the seller and what is its relationship to the Company?
The seller is REH Advisors Inc., which the filing says is 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 details on this relationship. This is the twenty-second privately negotiated transaction between the two parties.
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