Hf Sinclair CORP 8-K Filing

Ticker: DINO · Form: 8-K · Filed: Nov 4, 2025 · CIK: 1915657

Sentiment: neutral

Filing Stats: 1,036 words · 4 min read · ~3 pages · Grade level 13.5 · Accepted 2025-11-04 17:11:23

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. HF Sinclair Corporation (the "Company") entered into a Stock Purchase Agreement, dated November 3, 2025 (the "Stock Purchase Agreement") with REH Advisors Inc. (the "Selling Stockholder" or "REH") (now the parent company of REH Company, LLC (formerly known as The Sinclair Companies)), pursuant to which the Company agreed to repurchase from the Selling Stockholder 960,061 shares of the Company's outstanding common stock, par value $0.01 per share (the "Common Stock"), in a privately negotiated transaction. The price per share to be paid by the Company under the Stock Purchase Agreement is $52.08 per share resulting in an aggregate purchase price of $50 million. 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 under the Stock Purchase Agreement will be held as treasury stock by the Company. This share repurchase is the nineteenth privately negotiated transaction between the Company and the Selling Stockholder. The share repurchase described above will be made pursuant to the Company's previously disclosed $1 billion share repurchase program authorized by the Board of Directors of the Company on May 7, 2024 (the "Share Repurchase Program") and is expected to be completed on or around November 6, 2025. To date, the Company has repurchased $466,256,859 in Common Stock under the Company's Share Repurchase Program, which is inclusive of the share repurchase described above. The timing and amount of future share repurchases under the Company's Share Repurchase Program, including any additional repurchases from REH, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. The Share Repurchase Program may be discontinued at any time by the Board of Directors of the Company. The foregoing description of the Stock Purchase Agreement does not

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits . (d) Exhibits Exhibit Number Description 10.1 Stock Purchase Agreement, dated as of November 3, 2025, by and between HF Sinclair Corporation and REH Advisors Inc. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). 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 4, 2025

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