HF Sinclair Agrees to Buy Back $257 Million of Stock From Sinclair Family Holder REH

HF Sinclair is buying back another large block of stock from the holding company of the Sinclair family, a deal that will likely cost that holder its guaranteed seat on the refiner's board.

The company agreed on Oct. 29 to repurchase 2,350,000 shares from REH Advisors Inc. at $109.37 apiece in a privately negotiated transaction, according to an 8-K filed Friday. That works out to an estimated $257 million, the company said. HF Sinclair will pay with cash on hand and expects the purchase to close Nov. 3. The shares will be held as treasury stock.

REH Advisors is now the parent of REH Company, formerly known as The Sinclair Companies. This is the 23rd privately negotiated repurchase between the two, the filing said.

Buyback program

The purchase falls under the $1.5 billion repurchase program the board approved on Aug. 26, 2026. Including this deal, HF Sinclair has bought back $766 million of stock under that program, leaving an estimated $734 million of authorization, the company said. Future purchases, including more from REH, will depend on market conditions and other factors, and the board can end the program at any time.

Board seat at stake

Under a 2021 stockholders agreement, the REH parties can name one director as long as they own less than 15% but at least 5% of HF Sinclair's common stock. After this sale, they are expected to fall below that 5% level, according to the 8-K.

If they are still below it on Jan. 13, 2027, the REH designee must offer to resign from the board within 30 days. The board will decide in its sole discretion whether to accept.

Why it matters

Buying from a large holder in private deals lets HF Sinclair shrink its share count without adding selling pressure in the open market. The latest deal also marks a governance shift, as the Sinclair family's formal voice on the board may end early next year.

Sources

1. HF Sinclair Form 8-K on stock purchase agreement with REH Advisors, filed Oct. 30, 2026 (accession 0001628280-26-068615)

This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.

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