
DINO$115.00▲ 2.8%HF Sinclair paid for Sinclair Oil in stock. It has since bought most of it back
HF Sinclair agreed Oct. 29 to buy $257 million of its stock from REH, parent of the company that sold it Sinclair Oil, an 8-K shows. HF Sinclair expects REH to fall below 5%, the line for its board seat.
KeyVex News··6 min readFact-checked against 35 public records
KeyVex News··6 min readFact-checked against 35 public records
DINO$115.00▲ 2.8%Close, Oct. 30. Prices from Tiingo.The short versionTap to readTap to close
- In 2022, HF Sinclair paid for Sinclair Oil with its own stock, which made the seller the owner of 27% of the company.
- That holder can sell on the open market, and has. Its August 2026 filing says it may keep selling, with "a strong preference" for selling to HF Sinclair itself.
- Once this deal closes, HF Sinclair will have bought back about seven of every 10 shares the seller got from it, in 23 private deals: $49.00 a share in the first, $109.37 in the latest.
- A buyback shrinks the share count. HF Sinclair expects this one to take the seller below 5%, the line in their agreement for naming a director.
- The deal is to close on or around Nov. 3. The agreement counts the stake on Jan. 13, 2027; if it is below 5% then, the designee must offer to resign, and the board decides.
The deal: HF Sinclair agreed on Oct. 29 to buy 2,350,000 of its own shares from REH Advisors for $109.37 each, about $257 million, according to an 8-K the refiner filed on Oct. 30. An 8-K is the report a company files when something material happens.8-K REH Advisors is the parent of the company once called The Sinclair Companies, which sold Sinclair Oil to HF Sinclair in 2022. The filing calls the purchase the 23rd privately negotiated transaction between the two.8-K
The total: Together, the 23 deals come to 47.3 million shares and about $2.76 billion, by KeyVex's math from the company's 8-Ks.Deal list For Sinclair Oil, HF Sinclair had paid the seller 60.2 million shares, 27% of the company. REH received 6.6 million more in the Holly Energy Partners merger in December 2023.13DProxy Even before this deal, the company had bought back about two of every three. Once it closes, the share will be about seven of every 10. The count leaves out one more purchase: in December 2022, HF Sinclair bought 1 million shares, for $48.6 million, from a broker that had just bought 5 million from REH in a block trade.8-K13D/A
Why it matters: HF Sinclair expects this deal to leave REH with less than 5% of the company.8-K Under the stockholders agreement that took effect with the 2022 sale, 5% is the line for REH to name a director, and while it can, REH must vote with the board on shareholder proposals and some company proposals. The agreement counts REH's stake on one date a year; the next is Jan. 13, 2027.Agreement8-K That director is Ross Matthews, who ran Sinclair Oil until the sale; members of his immediate family control REH, the proxy says. It lists him as not independent because of his roles at REH and his family's control of it.Proxy
HF Sinclair's stock and the buybacks from Sinclair Oil's sellerDaily close, March 14, 2022 to Oct. 30, 2026 ▲ 216.0%Show chartHide chart
The price kept climbing
The first two deals, in August 2022, paid $49.00 a share.8-K The next 18, through November 2025, paid between $50.07 and $60.60.Deal list Then the price jumped: $68.72 in May 2026, $89.41 in August and $109.37 on Oct. 29.8-K8-K8-K The latest is the highest of the 23. It was a little below the stock's $111.89 close that day.Chart data
View the data
| Deal | Price per share | Note |
|---|---|---|
| Aug '22 | $49 | first deal, agreed Aug. 10, 2022: 2,551,020 shares |
| Aug '22 | $49 | second deal, agreed Aug. 15, 2022: 2,551,020 shares |
| Aug '22 | $51.95 | third deal, agreed Aug. 24, 2022: 2,406,160 shares |
| Sept '22 | $50.95 | fourth deal, agreed Sept. 20, 2022: 2,453,385 shares |
| Sept '22 | $53.16 | fifth deal, agreed Sept. 28, 2022: 1,881,113 shares |
| Oct '22 | $54.68 | sixth deal, agreed Oct. 3, 2022: 914,411 shares |
| Nov '22 | $60.60 | seventh deal, agreed Nov. 10, 2022: 1,650,165 shares |
| March '23 | $50.78 | eighth deal, agreed March 2, 2023: 1,969,279 shares |
| July '23 | $50.07 | ninth deal, agreed July 28, 2023: 8,200,000 shares |
| Aug '23 | $55.14 | 10th deal, agreed Aug. 22, 2023: 1,813,565 shares |
| Sept '23 | $59.46 | 11th deal, agreed Sept. 8, 2023: 1,261,352 shares |
| Oct '23 | $54.48 | 12th deal, agreed Oct. 17, 2023: 1,376,652 shares |
| Dec '23 | $55.90 | 13th deal, agreed Dec. 18, 2023: 894,454 shares |
| Jan '24 | $55.02 | 14th deal, agreed Jan. 3, 2024: 454,380 shares |
| Feb '24 | $56.50 | 15th deal, agreed Feb. 8, 2024: 1,061,946 shares |
| April '24 | $59.22 | 16th deal, agreed April 1, 2024: 5,000,000 shares |
| May '24 | $55.62 | 17th deal, agreed May 14, 2024: 1,348,435 shares |
| Sept '25 | $51.32 | 18th deal, agreed Sept. 16, 2025: 1,948,558 shares |
| Nov '25 | $52.08 | 19th deal, agreed Nov. 3, 2025: 960,061 shares |
| Nov '25 | $54.89 | 20th deal, agreed Nov. 18, 2025: 437,238 shares |
| May '26 | $68.72 | 21st deal, agreed May 18, 2026: 1,455,180 shares |
| Aug '26 | $89.41 | 22nd deal, agreed Aug. 2, 2026: 2,375,000 shares |
| Oct '26 | $109.37 | 23rd deal, agreed Oct. 29, 2026: 2,350,000 shares |
The latest deal, highlighted, is to close on or around Nov. 3, 2026. Source: HF Sinclair's 23 Item 1.01 8-Ks, Aug. 11, 2022, to Oct. 30, 2026.
HF Sinclair reported third-quarter net income of $2.0 billion on Oct. 28, up from $403 million a year earlier. It ended September with $3.3 billion in cash.Q3 release Its stock closed at $128.23 on Oct. 13, its highest in the 10 years of prices on the chart, and at $115.00 on Oct. 30.Chart data
The seller
REH has sold HF Sinclair shares both on the open market and to HF Sinclair itself. Its August 2026 filing says it may keep selling, "with a strong preference for sales to the Issuer," meaning HF Sinclair. After the August deal, REH reported 8.9 million shares, 5.1% of the company.13D/A The new deal covers 2.35 million of them.8-K
REH's chair is Matthews, who was Sinclair Oil's chairman and chief executive from 2009 until the sale. He has chaired REH Advisors since April 2025. The proxy reports the 2025 buybacks from REH in its section on related-person transactions.Proxy
How much HF Sinclair agreed to pay REH each yearShow chartHide chart
View the data
| Year | Paid to REH | Note |
|---|---|---|
| 2022 | $750M | 7 deals |
| 2023 | $810.6M | 6 deals |
| 2024 | $456.1M | 4 deals |
| 2025 | $174M | 3 deals |
| 2026 | $569.4M | 3 deals |
KeyVex's math: shares times price per share, as each 8-K states them. No deals were signed between May 14, 2024, and Sept. 16, 2025. Source: HF Sinclair's 23 Item 1.01 8-Ks.
HF Sinclair buys on the market too. In the third quarter it bought back about 5.0 million shares for $490 million, its quarterly report shows; REH's August deal was 2.4 million of them, for $212 million.10-Q On the Oct. 28 call, President Steve Ledbetter said HF Sinclair had returned about $5.7 billion to shareholders since buying Sinclair Oil, MarketBeat reported. He said it had cut its share count by more than 73 million.MarketBeat
Importantly, we returned $572 million to stockholders through dividends and share repurchases, reinforcing our commitment to disciplined capital allocation and stockholder returns.
What changes below 5%
That agreement gave REH two board seats while it owned at least 15%, and one while it owned at least 5%.Proxy The voting pledge covers shareholder proposals and some company proposals, such as pay votes. For directors, REH votes either with the board or in proportion to other holders. The pledge lasts until REH is no longer entitled to name a director.Proxy
Pursuant to the terms of the Stockholders Agreement, if the REH Parties remain below the Designation Threshold on January 13, 2027, the REH Designee must offer to resign from the Board within 30 days thereafter. The Board will determine, in its sole discretion, whether to accept or reject such resignation.
The 8-Ks for the 23 deals, the latest quarterly report and the proxy give no reason for buying from REH in private deals in particular. Any further purchases, including from REH, "will depend on market conditions" and other considerations, the 8-K says.8-K
Also in the filings: a new chief executive, and the old one's purchase
Nothing in the filings in this section ties them to the REH deals. On Oct. 26, the board named Ledbetter, now president and chief operating officer, chief executive from Jan. 1, 2027. Myers, the chief executive until then, is to stay on as executive chair until the planned separation of the company's lubricants business.8-K
On Oct. 29, Myers bought 10,000 HF Sinclair shares on the open market at a weighted average of $110.80, about $1.1 million, his Form 4 shows. A Form 4 is the filing company insiders make when their holdings change. The filing does not mark the purchase as made under a trading plan.Form 4 It was his third open-market purchase of 2026, after 15,000 shares at $69.11 in May and 15,000 at $85.30 in August.Form 4Form 4
What to watch
The 23rd deal is to close, on or around this date, per the 8-K.
Steve Ledbetter becomes chief executive; Franklin Myers becomes executive chair.
If REH is below 5% on this date, its designee must offer to resign within 30 days. The board decides.
The planned separation of HF Sinclair's lubricants business, which the company expects to be substantially completed over the year.
The paper trail
All 23 private buybacks from REH, by the date each 8-K was filed, with the date each agreement was signed.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Aug. 11, 2022 | 8-K | HF Sinclair | First deal, agreed Aug. 10, 2022: 2,551,020 shares at $49.00, about $125.0 million. |
| Aug. 16, 2022 | 8-K | HF Sinclair | Second deal, agreed Aug. 15, 2022: 2,551,020 shares at $49.00, about $125.0 million. |
| Aug. 25, 2022 | 8-K | HF Sinclair | Third deal, agreed Aug. 24, 2022: 2,406,160 shares at $51.95, about $125.0 million. |
| Sept. 22, 2022 | 8-K | HF Sinclair | Fourth deal, agreed Sept. 20, 2022: 2,453,385 shares at $50.95, about $125.0 million. |
| Sept. 29, 2022 | 8-K | HF Sinclair | Fifth deal, agreed Sept. 28, 2022: 1,881,113 shares at $53.16, about $100.0 million. |
| Oct. 4, 2022 | 8-K | HF Sinclair | Sixth deal, agreed Oct. 3, 2022: 914,411 shares at $54.68, about $50.0 million. |
| Nov. 14, 2022 | 8-K | HF Sinclair | Seventh deal, agreed Nov. 10, 2022: 1,650,165 shares at $60.60, about $100.0 million. |
| March 3, 2023 | 8-K | HF Sinclair | Eighth deal, agreed March 2, 2023: 1,969,279 shares at $50.78, about $100.0 million. |
| July 31, 2023 | 8-K | HF Sinclair | Ninth deal, agreed July 28, 2023: 8,200,000 shares at $50.07, about $410.6 million. |
| Aug. 23, 2023 | 8-K | HF Sinclair | 10th deal, agreed Aug. 22, 2023: 1,813,565 shares at $55.14, about $100.0 million. |
| Sept. 11, 2023 | 8-K | HF Sinclair | 11th deal, agreed Sept. 8, 2023: 1,261,352 shares at $59.46, about $75.0 million. |
| Oct. 18, 2023 | 8-K | HF Sinclair | 12th deal, agreed Oct. 17, 2023: 1,376,652 shares at $54.48, about $75.0 million. |
| Dec. 19, 2023 | 8-K | HF Sinclair | 13th deal, agreed Dec. 18, 2023: 894,454 shares at $55.90, about $50.0 million. |
| Jan. 4, 2024 | 8-K | HF Sinclair | 14th deal, agreed Jan. 3, 2024: 454,380 shares at $55.02, about $25.0 million. |
| Feb. 9, 2024 | 8-K | HF Sinclair | 15th deal, agreed Feb. 8, 2024: 1,061,946 shares at $56.50, about $60.0 million. |
| April 2, 2024 | 8-K | HF Sinclair | 16th deal, agreed April 1, 2024: 5,000,000 shares at $59.22, about $296.1 million. |
| May 16, 2024 | 8-K | HF Sinclair | 17th deal, agreed May 14, 2024: 1,348,435 shares at $55.62, about $75.0 million. |
| Sept. 17, 2025 | 8-K | HF Sinclair | 18th deal, agreed Sept. 16, 2025: 1,948,558 shares at $51.32, about $100.0 million. |
| Nov. 4, 2025 | 8-K | HF Sinclair | 19th deal, agreed Nov. 3, 2025: 960,061 shares at $52.08, about $50.0 million. |
| Nov. 20, 2025 | 8-K | HF Sinclair | 20th deal, agreed Nov. 18, 2025: 437,238 shares at $54.89, about $24.0 million. |
| May 19, 2026 | 8-K | HF Sinclair | 21st deal, agreed May 18, 2026: 1,455,180 shares at $68.72, about $100.0 million. |
| Aug. 5, 2026 | 8-K | HF Sinclair | 22nd deal, agreed Aug. 2, 2026: 2,375,000 shares at $89.41, about $212.3 million. |
| Oct. 30, 2026 | 8-K | HF Sinclair | 23rd deal, agreed Oct. 29, 2026: 2,350,000 shares at $109.37, about $257.0 million. |
Sources
38 sources, 35 of them public records
Public records
- HF Sinclair Corp., Form 8-K, Item 1.01: 23rd stock purchase agreement with REH AdvisorsSEC EDGAR · Oct. 30, 2026
- HF Sinclair Corp., Form 8-K: third-quarter results; Item 5.02, chief executive successionSEC EDGAR · Oct. 28, 2026
- HF Sinclair Corp., Form 8-K, Exhibit 99.1: third-quarter 2026 resultsSEC EDGAR · Oct. 28, 2026
- HF Sinclair Corp., Form 10-Q for the quarter ended Sept. 30, 2026SEC EDGAR · Oct. 28, 2026
- HF Sinclair Corp., definitive proxy statement (DEF 14A)SEC EDGAR · March 31, 2026
- The Sinclair Companies, Schedule 13D on HF Sinclair Corp.SEC EDGAR · March 24, 2022
- Stockholders Agreement among HollyFrontier (now HF Sinclair), The Sinclair Companies and its stockholders, Exhibit 10.1SEC EDGAR · Aug. 3, 2021
- HF Sinclair Corp., Form 8-K, Item 8.01: repurchase of 1,000,000 shares from a broker after REH's block saleSEC EDGAR · Dec. 15, 2022
- REH Company, Schedule 13D, Amendment No. 7 (block sale of Dec. 14, 2022)SEC EDGAR · Dec. 19, 2022
- REH Advisors Inc., Schedule 13D, Amendment No. 28SEC EDGAR · Aug. 4, 2026
- Form 4, Franklin MyersSEC EDGAR · Oct. 29, 2026
- Form 4, Franklin MyersSEC EDGAR · Aug. 11, 2026
- Form 4, Franklin MyersSEC EDGAR · May 18, 2026
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Aug. 10, 2022SEC EDGAR · Aug. 11, 2022
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Aug. 15, 2022SEC EDGAR · Aug. 16, 2022
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Aug. 24, 2022SEC EDGAR · Aug. 25, 2022
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Sept. 20, 2022SEC EDGAR · Sept. 22, 2022
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Sept. 28, 2022SEC EDGAR · Sept. 29, 2022
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Oct. 3, 2022SEC EDGAR · Oct. 4, 2022
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Nov. 10, 2022SEC EDGAR · Nov. 14, 2022
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed March 2, 2023SEC EDGAR · March 3, 2023
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed July 28, 2023SEC EDGAR · July 31, 2023
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Aug. 22, 2023SEC EDGAR · Aug. 23, 2023
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Sept. 8, 2023SEC EDGAR · Sept. 11, 2023
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Oct. 17, 2023SEC EDGAR · Oct. 18, 2023
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Dec. 18, 2023SEC EDGAR · Dec. 19, 2023
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Jan. 3, 2024SEC EDGAR · Jan. 4, 2024
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Feb. 8, 2024SEC EDGAR · Feb. 9, 2024
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed April 1, 2024SEC EDGAR · April 2, 2024
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed May 14, 2024SEC EDGAR · May 16, 2024
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Sept. 16, 2025SEC EDGAR · Sept. 17, 2025
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Nov. 3, 2025SEC EDGAR · Nov. 4, 2025
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Nov. 18, 2025SEC EDGAR · Nov. 20, 2025
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed May 18, 2026SEC EDGAR · May 19, 2026
- HF Sinclair Corp., Form 8-K, Item 1.01: stock purchase agreement with the seller, agreed Aug. 2, 2026SEC EDGAR · Aug. 5, 2026
Reporting
- "HF Sinclair Q3 earnings call highlights"MarketBeat · Oct. 28, 2026
Data
- End-of-day prices for DINO, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 30, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for DINOKeyVex · through Oct. 30, 2026
How we got these numbers
- The 23 deals, their share counts and prices are as each Item 1.01 8-K states them. Totals are KeyVex's math: shares times price per share, summed (47,313,374 shares; $2,760,041,907, including the Oct. 29 deal, which is to close on or around Nov. 3; $2,503,022,407 before it). The company's own numbering calls the Oct. 29 deal the 23rd. REH's filings number its transactions one ahead because they also count HF Sinclair's Dec. 14, 2022 purchase of 1,000,000 shares, for $48,600,000, from a broker that had bought a 5,000,000-share block from REH; that purchase was not a private deal with REH and is not in these totals.
- "About seven of every 10" divides the 47,313,374 shares bought back by the 66,845,036 shares REH received: 60,230,036 for Sinclair Oil on March 14, 2022, and 6,615,000 in the Holly Energy Partners merger on Dec. 1, 2023, per the proxy.
- Prices are end-of-day closes as traded, not adjusted for dividends. "Highest in the 10 years of prices on the chart" covers Oct. 31, 2016, to Oct. 30, 2026. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to HF Sinclair's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's HF Sinclair stock page, a selection of congressional trades, insider trades, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- Insider dollar amounts are shares times the weighted average price reported on each Form 4.
- The card image was generated for KeyVex by an image model. It is an illustration of a refinery, not a photograph of an HF Sinclair plant.




