HF Sinclair had $11m left on its share buyback, and the board has replaced it with one of $1.5bn that names a single holder it may buy from
The programme HF Sinclair has been buying under since May 2024 had about $11m left in it. On Wednesday the board replaced it with one of $1.5bn.
The refiner filed the authorisation under Item 8.01 at 17:05 Eastern. It is effective immediately, it replaces all existing repurchase authorisations, and the filing states the remainder on the old one as approximately $11 million. The new figure is roughly one hundred and thirty six times that, which is our arithmetic rather than the company's.
The clause that is not standard
Most of the filing is the usual language. Repurchases may be made in the open market or through privately negotiated transactions, from time to time or by other means, in accordance with federal securities laws. Timing and amount will depend on market conditions and on corporate, tax, regulatory and other considerations. The board may discontinue the programme at any time.
One sentence is not boilerplate. The new programme also authorises privately negotiated repurchases from REH Advisors Inc., subject to REH's interest and other limitations.
That is a named counterparty written into a capital return authorisation, and the condition attached to it is that holder's interest, which is the filing's way of saying that HF Sinclair is not announcing a transaction. It is announcing that it may do one if the other side wants to.
Who REH is, on the record
REH Advisors Inc. is a Wyoming corporation. Its most recent filing on HF Sinclair stock is a Schedule 13D/A dated 14 June 2024, made after an internal reorganisation in which REH became a wholly owned subsidiary of REH Advisors and distributed 16,057,699 shares to it.
In that filing REH Advisors reported beneficial ownership of 16,057,699 shares, 8.4 percent of the class, with shared voting and shared dispositive power over all of them and sole power over none.
It has filed nothing since. So the holding above is what the public record says as of June 2024, and not a statement about what is held now.
The other authorisation
Separately from the $1.5bn, the filing records that the board authorises the corporation to repurchase shares in an amount sufficient to offset shares issued under its compensation programmes. That is a distinct permission and it does not draw on the new figure.
The filing was signed by Vivek Garg, in the combined capacity of Acting Chief Financial Officer, Vice President, Chief Accounting Officer and Controller. HF Sinclair common stock is listed on the New York Stock Exchange and on NYSE Texas, under the symbol DINO.
