HF Sinclair buys 2.35 million shares from REH Advisors for $257m, pushing it toward losing its board seat

At $109.37 a share, the 23rd negotiated purchase from the holder should leave REH under the 5% line that entitles it to name a director, with $734m of the buyback still unspent.

HF Sinclair has agreed to buy 2.35 million of its own shares from REH Advisors at $109.37 each, a total of about $257m paid from cash on hand, and the deal should leave REH below the 5% stake that entitles it to a seat on the board. The purchase is expected to close on or around November 3.

The seat is the point. If REH is still under 5% on January 13, 2027, its board designee must offer to resign within 30 days. This is the 23rd privately negotiated purchase between the two, so the stake has been run down steadily, and each deal moves REH closer to losing a say in how the company is governed.

The buyback is funded by a business that is earning well. HF Sinclair reported third-quarter results on October 28 that beat expectations and pointed to stronger refining margins and cash generation. That gives management the room to keep paying for negotiated purchases out of cash rather than borrowing.

The programme has $1.5bn of authority, of which $766m has now been used and about $734m remains. At this pace, further buying from REH would shrink its influence still more. It would also show that management prefers to put surplus cash into its own shares over other uses, a choice shareholders will judge by whether refining margins hold up.