SCHEDULE: HF Sinclair Repurchases Shares from REH Advisors

HF Sinclair Corporation entered into an agreement to repurchase 960,061 shares of its Common Stock from REH Advisors Inc. for approximately $50 million.

Summary

• HF Sinclair Corporation (the "Issuer") entered into a Stock Purchase Agreement with REH Advisors Inc. (the "Reporting Person") on November 3, 2025.
• The Issuer agreed to repurchase 960,061 shares of its Common Stock from the Reporting Person at $52.08 per share.
• The aggregate purchase price for this transaction, referred to as the "Twentieth Repurchase Transaction," is $49,999,977.
• The Twentieth Repurchase Transaction is expected to close on or about November 6, 2025, subject to customary closing conditions.
• Following this transaction, REH Advisors Inc. will beneficially own 13,149,080 shares of Common Stock, representing 7.2% of the Issuer's outstanding shares.
• The percentage calculation is based on 183,948,233 shares outstanding as of October 24, 2025, less the shares acquired in the Twentieth Repurchase Transaction.
• REH Advisors Inc. previously sold 1,948,558 shares to the Issuer on September 16, 2025, for $51.32 per share, totaling $99,999,997 (the "Nineteenth Repurchase Transaction").
• The Reporting Person intends to maintain sufficient ownership of Common Stock to retain the right to appoint at least one director to the Issuer's Board pursuant to the Stockholders Agreement.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for HF Sinclair due to the share repurchase, which can be seen as a positive use of capital and potentially accretive to EPS. For REH Advisors, it represents a strategic reduction of stake while maintaining governance influence, which is neutral to slightly positive for their portfolio management. The overall tone is factual and transactional.

Positives

• The Issuer's repurchase of shares reduces the total outstanding share count, which can be accretive to earnings per share for existing shareholders.
• The transaction provides liquidity to REH Advisors Inc. while allowing them to strategically manage their investment.
• REH Advisors Inc. explicitly states its intent to maintain sufficient ownership to retain board representation, indicating continued strategic interest in the Issuer's governance.

Negatives

• REH Advisors Inc. continues to reduce its stake in HF Sinclair Corporation through these repurchases, which could be interpreted as a long-term divestment strategy, although they state an intent to maintain board representation.

Risks

• REH Advisors Inc. may continue to dispose of any or all of its Common Stock in the future, which could exert downward pressure on the stock price.
• Future sales or acquisitions by REH Advisors Inc. are subject to ongoing evaluation of the investment, prevailing market conditions, other investment opportunities, and other factors, introducing uncertainty.

Future Outlook

REH Advisors Inc. expects to continue engaging in sales of its Common Stock, with a strong preference for sales to the Issuer. However, it reserves the right to acquire additional Common Stock or dispose of any or all of its holdings based on an ongoing evaluation of the investment, market conditions, and other factors. The Reporting Person's current intent is to maintain sufficient ownership to retain the right to appoint at least one director to the Issuer's Board.

Management Comments

• REH Advisors Inc. expects to continue to engage in sales of Common Stock, with a strong preference for sales to the Issuer.
• REH Advisors Inc. may both acquire additional Common Stock or dispose of any or all of the Common Stock, depending upon an ongoing evaluation of the investment, prevailing market conditions, other investment opportunities, and other considerations.
• It is REH Advisors Inc.'s intent as of the date of this Amendment to maintain sufficient ownership of Common Stock so that it 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 corporate transaction between HF Sinclair Corporation and a significant shareholder, REH Advisors Inc., involving a share repurchase. It does not provide information on broader industry trends or competitive landscape, focusing instead on internal corporate finance and governance matters.

Comparison to Industry Standards

• N/A This filing details a specific share repurchase transaction and a change in beneficial ownership, rather than operational or financial performance results that would typically be benchmarked against industry standards or comparable companies.

Corporate Governance

Related Party Transactions

• The Stock Purchase Agreement, dated November 3, 2025, between HF Sinclair Corporation and REH Advisors Inc. for the repurchase of 960,061 shares is a privately negotiated transaction between the Issuer and a significant beneficial owner.
• The previous Stock Purchase Agreement, dated September 16, 2025, for the repurchase of 1,948,558 shares was also a privately negotiated transaction between the Issuer and REH Advisors Inc.

Stakeholder Impact

• **Shareholders:** The share repurchase reduces the number of outstanding shares, potentially increasing earnings per share and shareholder value for remaining investors.
• **REH Advisors Inc.:** Receives cash proceeds from the sale of shares, while strategically managing its investment and maintaining a level of influence on the board.
• **HF Sinclair Corporation:** Utilizes capital for share repurchases, impacting its balance sheet and capital structure.

Next Steps

• The Twentieth Repurchase Transaction is expected to close on or about November 6, 2025.
• REH Advisors Inc. will continue to evaluate its investment in HF Sinclair Corporation and may engage in further sales or acquisitions of Common Stock.

Key Dates

Recommendation

The filing details a significant share repurchase by HF Sinclair from a major shareholder, REH Advisors. While share buybacks are generally positive as they reduce share count and can boost EPS, REH Advisors' continued reduction of its stake, even while maintaining board representation rights, suggests a strategic divestment over time. This specific transaction is a planned corporate action rather than an indicator of operational performance. Therefore, a 'hold' recommendation is appropriate as the news is largely factored in, and there isn't a strong catalyst for a 'buy' or 'sell' based solely on this filing, given the mixed signals of a buyback versus a major shareholder's ongoing sales.

Keywords

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