Sec Form 13D Filing - REH Advisors Inc. filing for - 2025-11-20

The information contained in the explanatory note and Items 3 and 6 of the Schedule 13D is incorporated herein by reference. On November 18, 2025, the Issuer entered into a Stock Purchase Agreement (the "Twentieth Purchase Agreement") with the Reporting Person to repurchase 437,238 shares of Common Stock, for $54.89 per share, for the aggregate purchase price of $23,999,994 in a privately negotiated transaction (the "Twenty-First Repurchase Transaction"). The Twenty-First Repurchase Transaction is expected to close on or about November 21, 2025, subject to customary closing conditions. The foregoing description of the Twentieth Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Twentieth Purchase Agreement, which is filed as Exhibit 10.22 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 expects to continue to 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.

(a.) - (b.) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person (on the basis of a total of 183,948,233 shares of Common Stock outstanding as of October 24, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on October 30, 2025, less the Common Stock acquired by the Issuer pursuant to the Twentieth Repurchase Transaction and the Twenty-First Repurchase Transaction) are as follows: A. REH Advisors Inc. i. Amount beneficially owned: 12,711,842 Percentage: 7.0% a. Sole power to vote or to direct the vote: 0 b. Shared power to vote or to direct the vote: 12,711,842 c. Sole power to dispose or to direct the disposition of: 0 d. Shared power to dispose or to direct the disposition of: 12,711,842

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 and the transaction pursuant to the Stock Purchase Agreement, dated November 3, 2025, by and between the Issuer and the Reporting Person, whereby the Issuer repurchased 960,061 shares of Common Stock, for $52.08 per share, for the aggregate purchase price of $49,999,977 in a privately negotiated transaction (the "Twentieth Repurchase Transaction").

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.

Not applicable.

The information contained in the explanatory note and Items 3 and 4 of the Schedule 13D is incorporated herein by reference.

Exhibit 10.22 Stock Purchase Agreement, dated as of November 18, 2025, by and among HF Sinclair Corporation and REH Advisors Inc. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-41325) filed on November 20, 2025).