US Exchange Filings

HF Sinclair to Repurchase 2.35 Million Shares From REH Advisors

HF Sinclair will spend about $257 million to buy back 2.35 million shares from REH Advisors, adding to its $1.5 billion repurchase program and reducing its share count. The deal could also put REH’s board representation in question if its ownership stays below 5%.

HF Sinclair plans to buy back 2.35 million shares from REH Advisors, a privately negotiated repurchase valued at about $257 million. The company expects to complete the purchase around November 3, using cash on hand, and will hold the shares as treasury stock.

The transaction also reduces REH’s ownership stake and may affect its right to have a representative on HF Sinclair’s board.

  • Price and size: HF Sinclair will pay $109.37 per share, or approximately $257 million in total.
  • Repurchase program: The buyback is part of the company’s $1.5 billion share repurchase program, authorized in August 2026. Including this transaction, HF Sinclair has repurchased $766 million of stock under the program, leaving about $734 million in authorization.
  • Shares held in treasury: The repurchased shares will be held by HF Sinclair as treasury stock rather than remaining outstanding.
  • REH’s board representation: REH’s ownership is expected to fall below the 5% threshold that allows its affiliated stockholders to designate a board member under their agreement with HF Sinclair. If REH remains below that threshold on January 13, 2027, its board designee must offer to resign within 30 days. The board will decide whether to accept the resignation.
  • Further buybacks: The company says future repurchases, including any additional purchases from REH, will depend on market conditions and other relevant considerations. The board can end the program at any time.

The purchase uses cash to reduce HF Sinclair’s outstanding share count and further draws down its buyback authorization. The potential board change is not automatic: it depends on REH remaining below the ownership threshold, and the board has discretion over whether to accept the designee’s resignation.

Original Filing

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