HF Sinclair Corp 8-K

What Happened

• HF Sinclair Corporation (DINO) filed an 8‑K reporting it entered into a Stock Purchase Agreement dated May 18, 2026, to repurchase 1,455,180 shares of its common stock from REH Advisors Inc. at $68.72 per share for an aggregate purchase price of $100 million. The transaction is expected to close on or about May 21, 2026 and will be funded with cash on hand. The repurchased shares will be held as treasury stock.

Key Details

• Shares repurchased: 1,455,180 shares at $68.72 per share; aggregate $100.0 million.
• Agreement date and expected close: Stock Purchase Agreement dated May 18, 2026; expected completion ~May 21, 2026.
• Funding and treatment: Funded with cash on hand; shares to be held as treasury stock.
• Program context: This is the 21st privately negotiated transaction with REH and is made under the Company’s previously disclosed $1 billion share repurchase program (authorized May 7, 2024). Including this transaction, HF Sinclair has repurchased $717 million to date under the program (leaving roughly $283 million of the $1.0B authorization remaining).

Why It Matters

• The $100M buyback reduces outstanding shares and could increase per‑share metrics (EPS and ownership percentage for remaining shareholders), while using corporate cash reserves.
• It signals continued coordinated repurchases with REH Advisors (the seller), reflecting an ongoing relationship and a portion of the Company’s broader $1B repurchase strategy.
• Future repurchases remain subject to market, tax, regulatory and other considerations and the Board may change or discontinue the program.