HF Sinclair Agrees To Pay $257 Million To Buy Back 2,350,000 Shares From Its Founding-Family Holder
The $109.37-a-share deal with REH Advisors is expected to drop the seller below the 5% stake that carries a board seat.
HF Sinclair, the independent refiner, agreed to buy back 2,350,000 of its own shares from REH Advisors for about $257 million, or $109.37 a share, in a privately negotiated deal dated October 29 and disclosed Friday. The sale is expected to leave REH's group of holders under the ownership level that entitles it to a seat on the board.
Terms of the REH buyback
The company will pay with cash on hand, and completion is expected on or around November 3, 2026. The stock purchase agreement puts the aggregate price at $257,019,500, and the shares will be held as treasury stock.
REH Advisors, now the parent of REH Company, formerly The Sinclair Companies, beneficially owned 8,881,662 shares before the sale, described as approximately 5% of the common stock. The filing calls this the twenty-third privately negotiated purchase between HF Sinclair and REH.
Because REH is a related person under the company's related-party transaction policy, the Audit Committee approved the agreement.
A board seat on the line
Under a 2021 stockholders agreement, the REH holders may name one director while they own at least 5% but less than 15% of the stock. After the repurchase they are expected to own less than that threshold.
If they remain below it on January 13, 2027, their designee must offer to resign within 30 days. The board decides, in its sole discretion, whether to accept or reject the offer.
Buyback program and the business
The purchase draws on a $1.5 billion repurchase program the board authorized on August 26, 2026. Including this deal, $766 million has been used, leaving about $734 million. The company said the timing and size of further buybacks, including any more from REH, will depend on market conditions and other considerations, and the board can end the program at any time.
HF Sinclair makes and sells gasoline, diesel, jet fuel, renewable diesel and specialty products. As of December 31, 2025, it owned seven refineries with combined capacity of 678,000 barrels per stream day. In its third-quarter earnings release, it said it returned $572 million to stockholders through dividends and buybacks in the quarter, and announced a regular quarterly dividend of $0.525 a share.
The next dated marker is January 13, 2027, when REH's ownership level determines whether its board designee must offer to step down.
Sources
- 8-K Filing — HF Sinclair Corp (DINO) — SEC EDGAR
- Exhibit dino-stockrepurchaseagreem.htm — HF Sinclair Corp 8-K exhibit — SEC EDGAR
- HF Sinclair Reports 2026 Third Quarter Results and Announces Regular Cash Dividend — businesswire.com
