SCHEDULE: HF Sinclair Repurchases Shares from Major Shareholder

HF Sinclair Corporation repurchased 437,238 shares from REH Advisors Inc. for $24 million, reducing REH's stake to 7.0%.

Summary

• HF Sinclair Corporation entered into a Stock Purchase Agreement on November 18, 2025, with REH Advisors Inc. to repurchase 437,238 shares of Common Stock.
• The repurchase price was $54.89 per share, totaling an aggregate purchase price of $23,999,994.
• This transaction, referred to as the 'Twenty-First Repurchase Transaction', is expected to close on or about November 21, 2025.
• Previously, on November 3, 2025, HF Sinclair repurchased 960,061 shares from REH Advisors Inc. for $52.08 per share, totaling $49,999,977 (the 'Twentieth Repurchase Transaction').
• Following these transactions, REH Advisors Inc. beneficially owns 12,711,842 shares of HF Sinclair Common Stock, representing 7.0% of the class.
• REH Advisors Inc. calculates its percentage based on 183,948,233 shares outstanding as of October 24, 2025, adjusted for the repurchased shares.
• REH Advisors Inc. intends to continue selling Common Stock, with a strong preference for sales to HF Sinclair, but reserves the right to acquire or dispose of shares based on ongoing evaluations.
• REH Advisors Inc. aims to maintain sufficient ownership to retain the right to appoint at least one director to HF Sinclair's Board pursuant to the Stockholders Agreement.

Sentiment

Score: 6

Explanation: The share repurchases by HF Sinclair are generally viewed as a positive use of capital, potentially enhancing shareholder value. While a significant shareholder is reducing its stake, the controlled nature of the sales and the stated intent to maintain board representation mitigate potential negative sentiment.

Positives

• HF Sinclair's share repurchases demonstrate a commitment to returning capital to shareholders and can potentially boost earnings per share.
• The repurchases are privately negotiated, suggesting an orderly reduction of a significant shareholder's stake.

Negatives

• A major shareholder, REH Advisors Inc., is consistently reducing its stake in HF Sinclair, which could be interpreted as a lack of long-term conviction, although the sales are to the Issuer.

Risks

• REH Advisors Inc. may continue to dispose of its Common Stock, which could create selling pressure on the stock, although it prefers sales to the Issuer.
• Prevailing market conditions and other investment considerations could influence REH Advisors Inc.'s future decisions regarding its investment in HF Sinclair.

Future Outlook

REH Advisors Inc. expects to continue engaging in sales of Common Stock, with a strong preference for sales to HF Sinclair. However, it may also acquire additional Common Stock or dispose of any or all of its holdings based on an ongoing evaluation of the investment, prevailing market conditions, and other factors. REH Advisors Inc. intends to maintain sufficient ownership to retain its right to appoint at least one director to the Board of HF Sinclair.

Industry Context

This filing primarily details a specific shareholder transaction and beneficial ownership update, rather than broader industry trends. However, share repurchases are a common capital allocation strategy in various industries, often signaling management's confidence in the company's valuation and a commitment to enhancing shareholder value.

Corporate Governance

Related Party Transactions

• HF Sinclair Corporation repurchased shares from REH Advisors Inc., a significant beneficial owner, in privately negotiated transactions. These transactions could be considered related party dealings due to REH Advisors Inc.'s substantial ownership and governance rights.

Stakeholder Impact

• Shareholders: The share repurchases could lead to a reduction in the number of outstanding shares, potentially increasing earnings per share and shareholder value.
• Shareholders: The ongoing reduction of a significant shareholder's stake, even through company repurchases, represents a shift in the ownership structure.

Next Steps

• The Twenty-First Repurchase Transaction is expected to close on or about November 21, 2025.
• REH Advisors Inc. will continue to evaluate its investment in HF Sinclair Common Stock and may engage in further sales or acquisitions.
• REH Advisors Inc. intends to maintain sufficient ownership to retain its right to appoint at least one director to the Board of HF Sinclair.

Key Dates

Recommendation

The filing primarily details a specific share repurchase transaction and a change in beneficial ownership by a major shareholder. While share repurchases can be a positive signal for capital allocation and shareholder returns, the ongoing reduction of a significant stake by REH Advisors Inc. warrants a cautious approach. The information provided is insufficient for a strong buy or sell recommendation without a broader financial and operational context of HF Sinclair Corporation.

Keywords

HF Sinclair, REH Advisors, Share Repurchase, Schedule 13D, Beneficial Ownership, Corporate Governance, Stock Purchase Agreement