UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 198, 2025 ~~(November 18, 2025)~~

___________________

HF SINCLAIR CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware	001-41325	87-2092143
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
2323 Victory Avenue, Suite 1400
Dallas, TX		75219
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (214) 871-3555

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 par value	DINO	New York Stock Exchange
Common Stock $0.01 par value	DINO	NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

HFFurnished ~~Sinclair~~as ~~Corporation~~Exhibit ~~(the “Company”) entered into a Stock Purchase Agreement, dated November 18, 2025 (the “Stock Purchase Agreement”) with REH Advisors Inc~~99.1 ~~(the~~and ~~“Selling~~incorporated ~~Stockholder”~~by orreference ~~“REH”)~~into ~~(now~~this ~~the~~Item parent company of REH Company, LLC (formerly known as The Sinclair Companies)), pursuant to which the Company agreed to repurchase from the Selling Stockholder 437,238 shares of the Company’s outstanding common stock, par value $07.01 ~~per share (the “Common Stock”),~~ in aits ~~privately~~entirety ~~negotiated transaction. The price per share to be paid by the Company under the Stock Purchase Agreement~~ is ~~$54.89~~a ~~per~~copy ~~share resulting in an aggregate purchase price~~ of ~~$24~~a ~~million.~~presentation ~~The purchase price will be funded with cash on hand. The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties. The shares~~ to be ~~repurchased~~presented ~~under the Stock Purchase Agreement will be held as treasury stock~~ by ~~the~~HF ~~Company.~~Sinclair ~~This~~Corporation ~~share~~(“HF ~~repurchase~~Sinclair”) isat ~~the~~meetings ~~twentieth~~with ~~privately~~current ~~negotiated transaction between the Company~~ and ~~the~~potential ~~Selling Stockholder~~investors.

The ~~share~~information ~~repurchase~~contained ~~described~~in, ~~above~~or ~~will~~incorporated beinto, ~~made~~this ~~pursuant~~Item to7.01 ~~the~~is ~~Company’s~~being ~~previously~~furnished ~~disclosed~~and $1shall ~~billion~~not ~~share~~be ~~repurchase~~deemed ~~program~~“filed” ~~authorized~~for by the ~~Board~~purposes of ~~Directors~~Section 18 of the ~~Company~~Securities onExchange ~~May~~Act 7,of ~~2024 (the “Share Repurchase Program”) and is expected to be completed on or around November 21~~1934, ~~2025.~~as ~~To date~~amended, ~~the~~or ~~Company~~otherwise ~~has~~subject ~~repurchased~~to ~~$515 million in Common Stock under~~ the ~~Company’s~~liabilities ~~Share~~of ~~Repurchase~~that ~~Program~~section, ~~which~~nor isshall ~~inclusive~~it ofbe ~~the~~deemed ~~share~~incorporated ~~repurchase~~by ~~described~~reference ~~above.~~into ~~The~~any ~~timing~~registration ~~and~~statement ~~amount~~or ofother ~~future~~filing ~~share repurchases~~ under the ~~Company’s~~Securities ~~Share~~Act ~~Repurchase~~of ~~Program~~1933, ~~including~~as ~~any additional repurchases from REH~~amended, ~~will~~except ~~depend~~as onshall ~~market conditions and corporate, tax, regulatory and other relevant considerations. The Share Repurchase Program may~~ be ~~discontinued~~expressly atset ~~any~~forth ~~time~~ by ~~the~~specific ~~Board~~reference ofto ~~Directors~~such ~~of the Company~~filing.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. For more information on the Selling Stockholder’s relationship to the Company, please refer to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2025.

Cautionary Statement Regarding Forward-Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this Current Report on Form 8-K relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the SEC. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the Company’s ability to complete the transactions contemplated by the Stock Purchase Agreement on the expected timing; and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						Stock Purchase Agreement, dated as of November 18, 2025, by and between HF Sinclair Corporation and REH Advisors Inc.
99.1						Presentation by HF Sinclair to current and potential investors.*
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

______________________

* Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


HF SINCLAIR CORPORATION

By:	/s/	Atanas H. Atanasov
		Atanas H. Atanasov
		Executive Vice President and Chief Financial Officer

Date: ~~November~~December 198, 2025

Filing Compare · HF Sinclair Corp