NYSEEnergyOil & Gas Refining & MarketingS&P MidCap 400
$97.18
-0.59 (-0.60%)
Close of Nov 06, 2026 · end-of-day data
DINO 8-K filings, explained
Every material Form 8-K HF Sinclair has filed with the SEC since September 16, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
HF Sinclair agreed to buy back 2,100,000 shares of its common stock from REH Advisors Inc. at $110.81 per share, for an aggregate price of approximately $233 million, funded with cash on hand. The repurchase is expected to close on or around November 6, 2026, and is made under the company's $1.5 billion share repurchase program, which leaves about $493 million of authorization remaining.
2,100,000 shares at $110.81 per share, for an aggregate price of approximately $233 million, funded with cash on hand
Stock Purchase Agreement dated November 3, 2026; expected completion on or around November 6, 2026
Made under the $1.5 billion share repurchase program authorized by the Board on August 26, 2026; about $493 million remains, and $1 billion has been repurchased to date including this transaction
Shares will be held as treasury stock; this is the twenty-fourth privately negotiated transaction between the company and REH
HF Sinclair agreed to repurchase 2,350,000 common shares from its largest holder, REH Advisors Inc., at $109.37 per share, or about $257 million in total, with completion expected on or around November 3, 2026. The filing says the REH Parties are expected to fall below the 5%-to-15% ownership range that gives them a right to designate a Board member, which could lead to that designee offering to resign by early 2027.
Shares: 2,350,000 common shares at $109.37 each, about $257 million total, funded with cash on hand
Expected completion: on or around November 3, 2026; shares will be held as treasury stock
Program status: $766 million repurchased to date under the $1.5 billion program authorized August 26, 2026, leaving about $734 million
Board: REH Designee must offer to resign within 30 days after January 13, 2027 if REH Parties remain below the 15% designation threshold
HF Sinclair reported third quarter 2026 net income attributable to stockholders of $2,015 million, or $11.38 per diluted share, up from $403 million, or $2.15 per diluted share, a year earlier, on sales and other revenues of $10,857 million. The company also named President and Chief Operating Officer Steve Ledbetter as Chief Executive Officer and President effective January 1, 2027, succeeding Franklin Myers, who will remain as Executive Chairperson to advise on the planned separation of its Lubricants & Specialties segment. The board also declared a regular quarterly dividend of $0.525 per share.
Net income attributable to HF Sinclair stockholders was $2,015 million, or $11.38 per diluted share, for the quarter ended September 30, 2026, versus $403 million, or $2.15 per diluted share, a year earlier.
Sales and other revenues were $10,857 million, up 50% from $7,251 million in the third quarter of 2025.
Regular quarterly dividend of $0.525 per share, payable December 2, 2026, to holders of record on November 12, 2026.
Steve Ledbetter becomes CEO and President effective January 1, 2027; Franklin Myers continues as Executive Chairperson until the Lubricants & Specialties separation is completed.
HF Sinclair agreed on August 2, 2026, to repurchase 2,375,000 shares of its common stock from REH Advisors Inc. at $89.41 per share, about $212 million in total, funded with cash on hand and expected to close on or around August 5, 2026. The company also raised its $1 billion share repurchase program by $15 million, effective July 31, 2026, leaving approximately $11 million of authorization remaining, which matters to shareholders because the purchase is a sizable use of cash and the shares will be held as treasury stock.
2,375,000 shares purchased from REH Advisors Inc. at $89.41 per share, about $212 million in total
Stock Purchase Agreement dated August 2, 2026; closing expected on or around August 5, 2026
This is the twenty-second privately negotiated transaction between the company and REH
Repurchase program increased by $15 million effective July 31, 2026; over $1 billion repurchased to date and about $11 million remaining
HF Sinclair said its Executive Vice President and General Counsel, Eric Nitcher, will retire from his executive officer role effective July 31, 2026. He is expected to stay on as an employee through the end of 2026 to support an orderly transition and serve in an advisory capacity, and the company has not yet named a successor. The filing states the retirement was not the result of any disagreement with the company or its Board.
Eric Nitcher, Executive Vice President and General Counsel, notified the Board on July 27, 2026 of his retirement.
Retirement from executive officer role is effective July 31, 2026.
Nitcher is expected to remain an employee through the end of 2026 in an advisory capacity.
A successor will be named at a later date; the filing states no disagreement led to the decision.
HF Sinclair reported second quarter 2026 net income attributable to stockholders of $892 million, or $4.93 per diluted share, up from $208 million, or $1.10 per share, a year earlier, on sales and other revenues of $10.39 billion versus $6.78 billion. The board raised the regular quarterly dividend 5% to $0.525 per share and announced plans to separate its Lubricants & Specialties segment through the capital markets and retire its Mississauga, Ontario base oil refining assets.
Net income attributable to HF Sinclair stockholders was $892 million, or $4.93 per diluted share, for the quarter ended June 30, 2026, versus $208 million, or $1.10 per diluted share, a year earlier.
Adjusted net income attributable to stockholders was $960 million, or $5.31 per diluted share, versus $322 million, or $1.70 per diluted share, in the second quarter of 2025.
Regular quarterly dividend increased to $0.525 per share from $0.50, payable September 2, 2026 to holders of record on August 11, 2026.
Plans to separate Lubricants & Specialties through the capital markets over the next 12-18 months; Mississauga base oil refining retirement expected to be substantially completed during 2027.
HF Sinclair's board appointed Steven Ledbetter as President and Chief Operating Officer and Valerie Pompa as President, Growth, Technology and Transformation, effective July 6, 2026. Franklin Myers stepped down as President but remains Chief Executive Officer, which the company says is on a temporary basis, so shareholders should watch for a permanent leadership decision.
Steven Ledbetter, 51, was Executive Vice President, Commercial, and his base salary rises from $590,000 to $750,000
Valerie Pompa, 58, was Executive Vice President, Operations, and her base salary rises from $650,000 to $700,000
Franklin Myers ceased to serve as President and continues as Chief Executive Officer on a temporary basis
HF Sinclair agreed to buy back 1,455,180 shares of its common stock from REH Advisors Inc. for $68.72 per share, or $100 million in total, using cash on hand. The buyback is part of the company's $1 billion share repurchase program and is expected to close on or around May 21, 2026.
Repurchase of 1,455,180 shares at $68.72 per share, totaling $100 million, under a Stock Purchase Agreement dated May 18, 2026
Shares will be held as treasury stock; funded with cash on hand
Company has repurchased $717 million under its $1 billion program to date, including this transaction
This is the twenty-first privately negotiated transaction between the company and REH Advisors
HF Sinclair terminated Executive Vice President and Chief Financial Officer Atanas Atanasov on May 13, 2026, effective immediately. Atanasov had been on leave since February 24, 2026, and Vivek Garg has served as acting CFO since that date, so the company is now moving from an interim arrangement to a termination.
Termination of Atanas Atanasov as EVP and Chief Financial Officer, effective May 13, 2026
Atanasov may receive severance under the Company's Severance Pay Plan if he meets its conditions
Atanasov on leave since February 24, 2026; Vivek Garg serving as acting CFO since that date
HF Sinclair said CEO and President Timothy Go's last day was May 11, 2026, and he resigned from the Board under a Separation and Release Agreement. Chairperson Franklin Myers has been serving as CEO on a temporary basis since February 17, 2026, and the CFO remains on leave with no separation agreement reached yet.
Separation payment of $4,735,000, paid in twelve monthly installments over the 12 months from May 11, 2026, subject to continued compliance with obligations
Partial vesting of 29,616 RSUs and conditional vesting of 163,609 PSUs, with PSUs still subject to original performance criteria
Franklin Myers has served as interim CEO and President since February 17, 2026
CFO Atanas Atanasov has been on leave since February 24, 2026; no separation agreement reached to date
HF Sinclair reported first quarter 2026 net income attributable to stockholders of $648 million, or $3.56 per diluted share, compared with a net loss of $4 million, or $(0.02) per share, a year earlier. Sales and other revenues rose 12% to $7.12 billion, and the company declared a regular quarterly dividend of $0.50 per share, unchanged from the prior year, for shareholders. Reported results include a $604 million benefit from lower of cost or market inventory valuation adjustments in the Refining segment, and the company also reported adjusted net income of $127 million, or $0.69 per diluted share.
Adjusted net income attributable to stockholders was $127 million, or $0.69 per diluted share, versus an adjusted net loss of $50 million, or $(0.27) per share, in Q1 2025.
Sales and other revenues were $7,123 million, up $753 million, or 12%, from $6,370 million in Q1 2025.
Regular quarterly dividend of $0.50 per share is payable June 2, 2026, to holders of record on May 11, 2026.
Cash and cash equivalents were $1,148 million at March 31, 2026, up from $978 million at December 31, 2025; consolidated debt was $2,771 million.
HF Sinclair disclosed the compensation package for Franklin Myers, 73, who serves as Acting CEO and President on a temporary basis, effective February 17, 2026. The package includes a monthly cash stipend, a one-time restricted stock unit (RSU) grant, and monthly RSU grants starting in April 2026, and the Board will review his pay at least quarterly while he serves.
Myers, 73, was appointed Acting CEO and President effective February 17, 2026.
Monthly cash stipend of $9,000 for qualifying business expenses, starting February 17, 2026.
One-time RSU grant with a grant-date value of about $105,000, plus monthly RSU grants of about $105,000 starting April 2026.
Myers will not receive pay for continued Board service while serving as Acting CEO; the Board will review his compensation at least quarterly.
HF Sinclair appointed Vivek Garg, its Vice President, Chief Accounting Officer and Controller, as acting Chief Financial Officer effective February 24, 2026, while he keeps his current roles. The company approved a monthly cash stipend and a one-time restricted stock unit grant for his added service, which matters to shareholders as a change in the company's principal financial officer and a related pay cost.
Vivek Garg, age 52, appointed acting CFO on February 24, 2026, and continues as VP, Chief Accounting Officer and Controller
Monthly cash stipend of $25,000 starting March 1, 2026, prorated for partial months
One-time RSU grant with a grant date value of $375,000; 50% vests December 1, 2026 and 50% vests December 1, 2027, subject to continued employment
HF Sinclair reported a fourth quarter 2025 net loss attributable to stockholders of $28 million, or $(0.16) per diluted share, compared with a $214 million loss a year earlier, and adjusted net income of $221 million, or $1.20 per diluted share. The company also disclosed that CEO and President Tim Go is taking a voluntary leave of absence, with Chairperson Franklin Myers named temporary CEO and President, and that the 2025 audit is not complete while the Audit Committee reviews disclosure processes. Shareholders face leadership uncertainty and a delayed Form 10-K, though the board declared a $0.50 quarterly dividend.
Q4 2025 net loss of $28 million, or $(0.16) per diluted share, versus a net loss of $214 million, or $(1.14), in Q4 2024
Adjusted net income of $221 million, or $1.20 per diluted share, versus an adjusted net loss of $191 million, or $(1.02), a year earlier
Q4 sales and other revenues were $6,464 million, down $36 million (1%) from $6,500 million
Tim Go took a voluntary leave of absence effective February 17, 2026; Franklin Myers, 73, is temporary CEO and President, and the 2025 audit is not yet complete
HF Sinclair agreed on November 18, 2025 to repurchase 437,238 shares of its common stock from REH Advisors Inc. at $54.89 per share, for an aggregate purchase price of $24 million funded with cash on hand. The repurchase is made under the company's $1 billion share repurchase program, and the company says it has repurchased $515 million under that program to date, including this transaction.
437,238 shares at $54.89 per share, for an aggregate purchase price of $24 million, funded with cash on hand
Shares will be held as treasury stock; this is the twentieth privately negotiated transaction between the company and REH
Made under the $1 billion Share Repurchase Program authorized by the Board on May 7, 2024; $515 million repurchased to date, including this deal
Expected to be completed on or around November 21, 2025
HF Sinclair agreed to repurchase 960,061 shares of its common stock from REH Advisors Inc. for $50 million, or $52.08 per share, funded with cash on hand. The purchase is made under the company's $1 billion share repurchase program and is expected to close on or around November 6, 2025, reducing the number of shares outstanding.
Repurchase of 960,061 shares at $52.08 per share, totaling $50 million
Shares will be held as treasury stock; funded with cash on hand
Total repurchases under the $1 billion program reached $466,256,859 including this transaction
This is the nineteenth privately negotiated transaction with REH; completion expected on or around November 6, 2025
HF Sinclair reported third-quarter 2025 net income attributable to stockholders of $403 million, or $2.15 per diluted share, compared with a net loss of $76 million, or $(0.40) per share, a year earlier. Sales and other revenues rose 1% to $7,251 million, and the board declared a regular quarterly dividend of $0.50 per share, which shareholders can see as a continued cash return.
Q3 2025 adjusted net income attributable to stockholders was $459 million, or $2.44 per diluted share, versus $96 million, or $0.51, in Q3 2024.
Refining segment income before interest and income taxes was $476 million, versus a loss of $212 million a year earlier, after a $46 million lower of cost or market inventory charge.
The $0.50 dividend is payable December 5, 2025, to holders of record on November 19, 2025.
The company returned $254 million to stockholders through dividends and share repurchases in the third quarter.
On September 16, 2025, HF Sinclair agreed to buy back 1,948,558 of its common shares from REH Advisors Inc. at $51.32 per share, for an aggregate price of $99,999,997 paid from cash on hand. The deal is the eighteenth privately negotiated repurchase between the company and REH and is expected to close on or around September 19, 2025, under the company's $1 billion share repurchase program. For shareholders, it reduces the number of outstanding shares and brings total repurchases under the program to $411,256,895.
Repurchase of 1,948,558 shares at $51.32 per share, for an aggregate $99,999,997
Funded with cash on hand; shares will be held as treasury stock
Expected completion on or around September 19, 2025
Total repurchased under the $1 billion program to date: $411,256,895, including this transaction
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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