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HF Sinclair 8-K Report, Material Agreement (Oct 30, 2026)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed October 30, 2026
Period End
October 30, 2026
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 · Sep ’22Sep ’22
  2. Material agreement8-K · Jul ’23Jul ’23
  3. Leadership change8-K · Jul ’24Jul ’24
  4. Material agreement8-K · May ’26May ’26

01—Abstract

Summary

Summary of the 8-K filed October 30, 2026. Cited figures are marked; the original filing is the authoritative source.

HF Sinclair Corporation (NYSE: DINO) has entered into a Stock Purchase Agreement dated October 29, 2026 with REH Advisors Inc., under which the Company will repurchase 2,350,000 shares of its outstanding common stock from the Selling Stockholder in a privately negotiated transaction at $109.37a per share, for an aggregate purchase price of approximately $257 million.

The purchase will be funded with cash on hand and is expected to close on or around November 3, 2026. The repurchased shares will be held as treasury stock. This is the twenty-third privately negotiated transaction between the Company and the Selling Stockholder, and it will be made under the Company's $1.5 billionb Share Repurchase Program authorized by the Board on August 26, 2026.

Upon completing the 2,350,000-share repurchase, the Company states it has repurchased $766 millionc of common stock under the program, inclusive of this transaction, and has approximately $734 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 also addresses board representation.

Under the Stockholders Agreement dated August 2, 2021, the REH Parties may designate one board member while they hold at least 5%d but less than 15% of common stock. The REH Parties are expected to fall below the 15% threshold after this repurchase. If they remain below the Designation Threshold on January 13, 2027, the REH Designee must offer to resign from the Board within 30 days, and the Board will decide whether to accept.

02—Key points

Key Highlights

  1. Share repurchase: HF Sinclair will buy 2,350,000 shares of common stock from REH Advisors Inc. at $109.37 per share, for an aggregate purchase price of approximately $257 million.
  2. Funding and timing: The purchase will be funded with cash on hand and is expected to be completed on or around November 3, 2026.
  3. Treasury stock: The repurchased shares will be held as treasury stock by the Company.
  4. Share Repurchase Program: The transaction falls under the $1.5 billion program authorized by the Board on August 26, 2026; $766 million has been repurchased to date including this transaction, leaving approximately $734 million of authorization remaining.
  5. Twenty-third transaction: This is the twenty-third privately negotiated repurchase between the Company and the Selling Stockholder.
  6. Board designation rights: REH Parties are expected to fall below the 15% beneficial ownership threshold after this repurchase, with the REH Designee required to offer resignation from the Board within 30 days if they remain below the 5% Designation Threshold on January 13, 2027.
  7. Risk factor: Completion of the transaction on the expected timing is identified as a forward-looking risk.

03—Questions

Frequently Asked Questions

  1. How many shares is HF Sinclair repurchasing and at what price?

    HF Sinclair agreed to repurchase 2,350,000 shares of its common stock from REH Advisors Inc. at $109.37 per share, for an aggregate purchase price of approximately $257 million.

  2. How will the repurchase be funded and when is it expected to close?

    The purchase will be funded with cash on hand and is expected to be completed on or around November 3, 2026.

  3. How much capacity remains under the share repurchase program?

    The Company has repurchased $766 million of common stock under its $1.5 billion Share Repurchase Program, inclusive of this transaction, and has approximately $734 million of authorization remaining. The Board may discontinue the program at any time.

  4. What happens to REH's board representation after this transaction?

    The REH Parties are expected to beneficially own less than the 5% to 15% Designation Threshold after the repurchase. If they remain below the threshold on January 13, 2027, the REH Designee must offer to resign from the Board within 30 days, and the Board will decide in its sole discretion whether to accept the resignation.

  5. Where can investors find more about the relationship with REH?

    The filing refers investors to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2026, for more information on the Selling Stockholder's relationship with the Company.

04—Continue

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