SCHEDULE: HF Sinclair Repurchases $100M in Stock from REH Advisors

HF Sinclair Corporation has agreed to repurchase nearly 2 million shares of its common stock from REH Advisors Inc. for approximately $100 million.

Summary

• HF Sinclair Corporation entered into a Stock Purchase Agreement on September 16, 2025, with REH Advisors Inc. to repurchase 1,948,558 shares of its Common Stock.
• The repurchase price is $51.32 per share, totaling an aggregate purchase price of $99,999,997.
• This transaction, referred to as the Nineteenth Repurchase Transaction, is expected to close on or about September 19, 2025.
• Following the repurchase, REH Advisors Inc. will beneficially own 14,109,141 shares of HF Sinclair's Common Stock, representing 7.6% of the class.
• REH Advisors Inc. intends to continue engaging in sales of Common Stock, with a strong preference for sales to HF Sinclair, but may also acquire additional shares or dispose of any or all holdings.
• REH Advisors Inc. aims to maintain sufficient ownership to retain its right to appoint at least one director to HF Sinclair's Board, as per the Stockholders Agreement.
• Mrs. Holding, a previous reporting person, passed away on December 22, 2024, and is no longer a reporting person.

Sentiment

Score: 7

Explanation: The share repurchase indicates the company's confidence and commitment to returning value to shareholders. The selling shareholder's intent to maintain board representation suggests continued strategic alignment, despite the partial divestment.

Positives

• HF Sinclair is repurchasing shares, which can reduce the number of outstanding shares and potentially increase earnings per share for remaining shareholders.
• The repurchase is a privately negotiated transaction, potentially indicating efficient execution and a structured approach to capital allocation.

Risks

• REH Advisors Inc. may dispose of any or all of its Common Stock in the future, which could put downward pressure on the stock price if done in large quantities on the open market.
• The ability of REH Advisors Inc. to maintain its right to appoint a director is contingent on maintaining sufficient ownership, which could influence future selling decisions and potentially create uncertainty regarding the long-term shareholder structure.

Future Outlook

REH Advisors Inc. expects to continue engaging in sales of Common Stock, with a strong preference for sales to HF Sinclair, but may also acquire additional shares or dispose of any or all holdings based on ongoing evaluation and market conditions. The Reporting Person intends to maintain sufficient ownership to retain the right to appoint at least one director to the Board.

Management Comments

• The Reporting Person expects to continue to engage in such sales (with a strong preference for sales to the Issuer), but the Reporting Person may both acquire additional Common Stock or dispose of any or all of the Common Stock, in each case, depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.
• Additionally, while the Reporting Person reserves the right to make sales from time to time, it is its intent as of the date of this Amendment to maintain such sufficient ownership of the Issuer's Common Stock so the Reporting Person retains the right to appoint at least one director to the Board of the Issuer pursuant to the Stockholders Agreement.

Industry Context

This filing primarily details a specific shareholder's ownership changes and a company's share repurchase program, which are internal corporate finance activities. It does not provide broader insights into industry trends or competitive landscape.

Management Changes

Corporate Governance

Related Party Transactions

• The Nineteenth Repurchase Transaction is a privately negotiated stock purchase agreement between HF Sinclair Corporation and REH Advisors Inc., a significant shareholder.

Stakeholder Impact

• Shareholders: The share repurchase can be accretive to earnings per share and may signal management's confidence in the company's valuation. The reduction in outstanding shares could increase the value of remaining shares.
• REH Advisors Inc.: Monetizing a portion of its investment while maintaining strategic influence through board representation.

Next Steps

• The Nineteenth Repurchase Transaction is expected to close on or about September 19, 2025.
• REH Advisors Inc. will continue to evaluate its investment in HF Sinclair Common Stock.
• REH Advisors Inc. may engage in future sales or acquisitions of HF Sinclair Common Stock.

Key Dates

Recommendation

The share repurchase at $51.32 per share is a positive signal, indicating management's belief in the company's value and a commitment to returning capital. However, the filing also highlights the ongoing intent of REH Advisors Inc. to potentially sell more shares in the future, which could create overhang. Maintaining a 'hold' position allows investors to observe the execution of the repurchase and any subsequent actions by the major shareholder, while benefiting from the immediate positive impact of the buyback.

Keywords

HF Sinclair, REH Advisors, Stock Repurchase, Share Buyback, Schedule 13D, Beneficial Ownership, Common Stock, Corporate Governance, Investor Relations