Form SCHEDULE 13D/A HF Sinclair Corp Filed by: REH Advisors Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
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HF Sinclair Corporation (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
REH Advisors Inc. Attn: General Counsel, 2800 West Lincolnway Cheyenne, WY, 82009 (801) 524-2752 David P. Oelman Vinson & Elkins LLP, 845 Texas Avenue, Suite 4700 Houston, TX, 77002 (713) 758-2222 Michael S. Telle Vinson & Elkins LLP, 845 Texas Avenue, Suite 4700 Houston, TX, 77002 (713) 758-2222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
REH Advisors Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
WYOMING
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,881,662.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Calculation of percentage based on a total of 177,783,849 shares of Common Stock (as defined below) outstanding as of July 24, 2026, as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on July 30, 2026, less the Common Stock acquired by the Issuer pursuant to the Twenty-Third Repurchase Transaction (as defined below).
(1) The Reporting Person is the primary and direct beneficial owner of the 8,881,662 shares indicated above, and the board of directors of the Reporting Person has all voting and investment power with respect to such shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
HF Sinclair Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
2323 Victory Avenue, Suite 1400, Dallas,
TEXAS
, 75219. | |
Item 1 Comment:
This Amendment No. 28 (this "Amendment") supplements the information set forth in the Schedule 13D originally filed by REH Company (f/k/a The Sinclair Companies), a Wyoming corporation (the "Reporting Person"), and Carol Orme Holding (who has ceased to be a reporting person) with the SEC, as amended from time to time (the "Schedule 13D"), relating to the common stock, par value $0.01 per share ("Common Stock"), of HF Sinclair Corporation, a Delaware corporation (the "Issuer").
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
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| Item 4. | Purpose of Transaction | |
The information contained in the explanatory note and Items 3 and 6 of the Schedule 13D is incorporated herein by reference.
On August 2, 2026, the Issuer entered into a Stock Purchase Agreement (the "Twenty-Second Purchase Agreement") with the Reporting Person to repurchase 2,375,000 shares of Common Stock, for $89.41 per share, for the aggregate purchase price of $212,348,750 in a privately negotiated transaction (the "Twenty-Third Repurchase Transaction"). The Twenty-Third Repurchase Transaction is expected to close on or about August 5, 2026, subject to customary closing conditions. The foregoing description of the Twenty-Second Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Twenty-Second Purchase Agreement, which is filed as Exhibit 10.24 hereto and is incorporated herein by reference.
As previously reported, the Reporting Person has sold its Common Stock from time to time in both open market sales and sales to the Issuer. Subject to the terms of the Stockholders Agreement, the Reporting Person may engage in such sales (with a strong preference for sales to the Issuer), but the Reporting Person may both acquire additional Common Stock or dispose of any or all of the Common Stock, in each case, depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Person evaluates its investments in the Common Stock on a continual basis.
Additionally, while the Reporting Person reserves the right to make sales from time to time, it is its intent as of the date of this Amendment to maintain such sufficient ownership of Common Stock so the Reporting Person retains the right to appoint at least one director to the Board of the Issuer pursuant to the Stockholders Agreement. The Reporting Person may, at any time and from time to time, review or reconsider such position.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a.) - (b.) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person (on the basis of a total of 177,783,849 shares of Common Stock outstanding as of July 24, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on July 30, 2026, less the Common Stock acquired by the Issuer pursuant to the Twenty-Third Repurchase Transaction) are as follows:
A. REH Advisors Inc.
i. Amount beneficially owned: 8,881,662
Percentage: 5.1%
a. Sole power to vote or to direct the vote: 0
b. Shared power to vote or to direct the vote: 8,881,662
c. Sole power to dispose or to direct the disposition of: 0
d. Shared power to dispose or to direct the disposition of: 8,881,662
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| (c) | To the best knowledge of the Reporting Person, no transactions were effected by the Reporting Person during the past 60 days other than the transactions described herein. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Person, other than as described herein. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in the explanatory note and Items 3 and 4 of the Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10.24 Stock Purchase Agreement, dated as of August 2, 2026, by and among HF Sinclair Corporation and REH Advisors Inc. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS